0001144204-11-042517 Sample Contracts

INVESTMENT MANAGERS SERIES TRUST AMENDED OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • July 28th, 2011 • Investment Managers Series Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of September 14, 2010 by and between INVESTMENT MANAGERS SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of its series listed in Appendix A, as amended from time to time (the “Fund”), a series of the Trust, and the Advisor of the Fund, STRATEGIC ASSET MANAGEMENT, LTD (the “Advisor”).

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INVESTMENT MANAGERS SERIES TRUST
Distribution Plan Agreement • July 28th, 2011 • Investment Managers Series Trust

On March 25, 2010, at a meeting of it Board of Trustees, a Distribution Plan (the “Plan”) was adopted in accordance with Rule 12b–1 (the “Rule”) under the Investment Company Act of 1940, as amended, by Investment Managers Series Trust, a Delaware statutory trust (the “Trust”), with respect to the Class A shares of the Strategic Latin America Fund series of the Trust (the “Fund”). This will confirm our agreement with respect to the Plan, as follows:

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