0001398344-11-002789 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST AND
Investment Advisory Agreement • December 2nd, 2011 • Investment Managers Series Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of _____________, 20__, between the 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”), and 361 Capital, LLC, a Delaware limited partnership (the “Advisor”).

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INVESTMENT MANAGERS SERIES TRUST FORM OF OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 2nd, 2011 • Investment Managers Series Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of December 21, 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, 361 Capital, LLC (the “Advisor”).

FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • December 2nd, 2011 • Investment Managers Series Trust

THIS SUBSCRIPTION AGREEMENT is entered into as of the 20th day of December, 2010, between Investment Managers Series Trust, a statutory trust organized and existing under the laws of Delaware (the "Trust"), and (the "Purchaser").

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