0001398344-12-003129 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST AND LIBERTY STREET ADVISORS, INC.
Investment Advisory Agreement • September 28th, 2012 • Investment Managers Series Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of___________________, is entered into 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 (each a “Fund”), and Liberty Street Advisors, Inc., a New York corporation (the “Advisor”).

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FORM OF SUB-ADVISORY AGREEMENT BETWEEN LIBERTY STREET ADVISORS, INC. AND CAPITAL INNOVATIONS, LLC
Sub-Advisory Agreement • September 28th, 2012 • Investment Managers Series Trust • Delaware

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of _______________, 2012, is entered into by and between Liberty Street Advisors, Inc., a New York corporation with its principal office and place of business at 125 Maiden Lane, 6th Floor, New York, NY 10038 (the “Advisor”) and Capital Innovations, LLC, a Delaware corporation with its principal office and place of business at 325 Forest Grove Drive, Suite 100, Pewaukee, WI 53027 (the “Sub-advisor”).

FORM OF INVESTMENT MANAGERS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • September 28th, 2012 • Investment Managers Series Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of _________________, 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”), a series of the Trust, and the Advisor of the Fund, Liberty Street Advisors, Inc. (the “Advisor”).

SECOND AMENDMENT TO LIBERTY STREET FUNDS DISTRIBUTION AGREEMENT
Distribution Agreement • September 28th, 2012 • Investment Managers Series Trust

This Second Amendment (the “Amendment”) to the Distribution Agreement (the “Distribution Agreement”) dated as of October 12, 2009, as amended, by and among Investment Managers Series Trust, a Delaware statutory trust (the “Client”), Liberty Street Advisors, Inc., a New York corporation (the “Adviser”), and Foreside Fund Services, LLC, a Delaware limited liability company (“FFS”) is effective as of September 28, 2012 (the “Effective Date”).

FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • September 28th, 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").

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