0001398344-14-000221 Sample Contracts

INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST AND LIBERTY STREET ADVISORS, INC.
Investment Advisory Agreement • January 10th, 2014 • Investment Managers Series Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of January 10, 2014, 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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THIRD AMENDMENT TO LIBERTY STREET FUNDS DISTRIBUTION AGREEMENT
Distribution Agreement • January 10th, 2014 • 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”).

INVESTMENT MANAGERS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • January 10th, 2014 • Investment Managers Series Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of January 10, 2014, 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”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 10th, 2014 • 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 Toroso Newfound Tactical Allocation Fund (the “Fund”), and ______________________________ (the "Purchaser").

SUB-ADVISORY AGREEMENT BETWEEN LIBERTY STREET ADVISORS, INC. AND TOROSO INVESTMENTS, LLC
Sub-Advisory Agreement • January 10th, 2014 • Investment Managers Series Trust • Delaware

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of January 10, 2014, 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”), TOROSO Investments, LLC, a Delaware limited liability company with its principal office and place of business at 623 Fifth Avenue, 15th Floor, New York, NY 10022 (the “Sub-advisor”), and, with respect to Sections 8 and 12 only, Investment Managers Series Trust, a Delaware statutory trust with its principal office and place of business at 803 W. Michigan Street, Milwaukee, WI 53233 (the "Trust"), on behalf of the fund listed on Appendix A hereto.

SUB-ADVISORY AGREEMENT BETWEEN LIBERTY STREET ADVISORS, INC. AND NEWFOUND RESEARCH, LLC
Sub-Advisory Agreement • January 10th, 2014 • Investment Managers Series Trust • Delaware

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of January 10, 2014, 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 Newfound Research LLC, a Delaware limited liability company with its principal office and place of business at 425 Boylston Street, Third Floor, Boston, MA 02116 the “Tactical Allocation Manager”) (the Advisor and the Tactical Allocation Manager each a “Party,” and together “the Parties”).

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