0001398344-13-004527 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 26th, 2013 • Investment Managers Series Trust • Delaware

This AGREEMENT is made as of the ____ day of ___ 2013, by and between Palmer Square Capital Management LLC, a Delaware limited liability company (the “Adviser”), and Fountain Capital Management LLC, a Delaware limited liability company (the “Sub-Adviser”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • September 26th, 2013 • Investment Managers Series Trust

THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of _______, 2013, between Investment Managers Series Trust, a statutory trust organized and existing under the laws of Delaware (the "Trust"), and Palmer Square Capital Management LLC, (the "Purchaser").

First Amended and Restated Appendix A TO OPERATING EXPENSES LIMITATION AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST AND PALMER SQUARE CAPITAL MANAGEMENT LLC
Investment Managers Series Trust • September 26th, 2013

Fund Operating Expense Limit Effective Date Palmer Square Absolute Return Fund Class A 2.50% May 17, 2011 Class I 2.25% May 17, 2011 Fountain Short Duration High Income Fund Class A 1.24% Class I 0.99%

FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST AND PALMER SQUARE CAPITAL MANAGEMENT LLC
Investment Advisory Agreement • September 26th, 2013 • Investment Managers Series Trust

THIS AMENDMENT dated as of ________, 2013, to the Investment Advisory Agreement, dated April 27, 2011, as amended (the “Agreement”), is entered into by and among, Investment Managers Series Trust (the “Trust”) on behalf of its series listed on Appendix A, a Delaware statutory trust (each a “Fund”) and Palmer Square Capital Management LLC, a Delaware limited liability company (the “Advisor”).

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