0001398344-13-005984 Sample Contracts

INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST AND LIBERTY STREET ADVISORS, INC.
Investment Advisory Agreement • December 31st, 2013 • Investment Managers Series Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of December 31, 2013, 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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SUB-ADVISORY AGREEMENT BETWEEN LIBERTY STREET ADVISORS, INC. AND CHILTON CAPITAL MANAGEMENT LLC
Sub-Advisory Agreement • December 31st, 2013 • Investment Managers Series Trust • Delaware

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of December 31, 2013, 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 Chilton Capital Management LLC, a Texas limited liability company with its principal office and place of business at 1177 West Loop South, Suite 1310, Houston, TX 77027 (the “Sub-advisor”).

INVESTMENT MANAGERS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 31st, 2013 • Investment Managers Series Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of December 31, 2013, 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 the investment advisor of the Funds, Liberty Street Advisors, Inc. (the “Advisor”).

THIRD AMENDMENT TO LIBERTY STREET FUNDS DISTRIBUTION AGREEMENT
Distribution Agreement • December 31st, 2013 • Investment Managers Series Trust

This Third 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 December 31, 2013 (the “Effective Date”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 31st, 2013 • Investment Managers Series Trust

THIS SUBSCRIPTION AGREEMENT is entered into as of the 31st day of December 2013, between Investment Managers Series Trust, a statutory trust organized and existing under the laws of Delaware (the "Trust") on behalf of the Chilton Realty Income & Growth Fund (the “Fund”), and ______________________________ (the "Purchaser").

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