0001398344-12-001310 Sample Contracts

INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST AND PALMER SQUARE CAPITAL MANAGEMENT LLC
Investment Advisory Agreement • April 11th, 2012 • Investment Managers Series Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of April 17, 2012 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 Palmer Square Capital Management LLC, a Delaware limited liability corporation (the “Advisor”).

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 11th, 2012 • Investment Managers Series Trust • Delaware

This AGREEMENT is made as of the 17th day of April 2012, 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”), and SSI Investment Management Inc., an S-Corporation incorporated in the State of California (the “Sub-Adviser”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • April 11th, 2012 • Investment Managers Series Trust

THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of ______ 2012, between Investment Managers Series Trust, a statutory trust organized and existing under the laws of Delaware (the "Trust"), and ______________________________ (the "Purchaser").

INVESTMENT MANAGERS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • April 11th, 2012 • Investment Managers Series Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of April 17, 2012 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”), PALMER SQUARE CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Advisor”), and SSI INVESTMENT MANAGEMENT, INC., a California corporation (the “Sub-Advisor”).

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