0001398344-14-001977 Sample Contracts

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST AND ARISTOTLE CAPITAL MANAGEMENT, LLC
Investment Advisory Agreement • March 31st, 2014 • Investment Managers Series Trust • Delaware

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of ____________, 2014 to the Investment Advisory Agreement dated February 14, 2013 with Aristotle Capital Management LLC, 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 Aristotle Capital Management, LLC, a Delaware limited liability company (the “Advisor”).

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INVESTMENT MANAGERS SERIES TRUST AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • March 31st, 2014 • Investment Managers Series Trust • Delaware

THIS AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of ______________, 2014 to the Operating Expense Limitation Agreement dated March 30, 2012 with Aristotle Capital Management, LLC, 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”), a series of the Trust, and the Advisor of the Funds, Aristotle Capital Management, LLC (the “Advisor”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 31st, 2014 • Investment Managers Series Trust

THIS SUBSCRIPTION AGREEMENT is entered into as of the 31st day of March, 2014, between Investment Managers Series Trust, a statutory trust organized and existing under the laws of Delaware (the "Trust"), and Aristotle Capital Management, LLC (the "Purchaser").

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