0001398344-12-003924 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST AND RIVERBRIDGE PARTNERS, LLC
Investment Advisory Agreement • December 31st, 2012 • Investment Managers Series Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of December 31, 2012, 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 Riverbridge Partners, LLC, a Minnesota Limited Liability Corporation (the “Advisor”).

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INVESTMENT MANAGERS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 31st, 2012 • Investment Managers Series Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of December 31, 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, Riverbridge Partners, LLC (the “Advisor”).

FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • December 31st, 2012 • Investment Managers Series Trust

THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of December, 2012 between Investment Managers Series Trust, a statutory trust organized and existing under the laws of Delaware (the "Trust"), and Tim Wilkinson IRA UMB Ttee FBO. (the "Purchaser").

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