0001398344-14-005112 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST AND LIBERTY STREET ADVISORS, INC.
Investment Advisory Agreement • September 30th, 2014 • Investment Managers Series Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of September 30, 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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SUB-ADVISORY AGREEMENT BETWEEN LIBERTY STREET ADVISORS, INC. AND ROBINSON CAPITAL MANAGEMENT, LLC
Sub-Advisory Agreement • September 30th, 2014 • Investment Managers Series Trust • Delaware

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of September 30, 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 Robinson Capital Management, LLC, a Delaware limited liability company with its principal office and place of business at 63 Kercheval, Suite 111, Grosse Pointe Farms, Michigan 48236 (the “Sub-advisor”).

INVESTMENT MANAGERS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • September 30th, 2014 • Investment Managers Series Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of September 30, 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”).

FOURTH AMENDMENT TO LIBERTY STREET FUNDS DISTRIBUTION AGREEMENT
Distribution Agreement • September 30th, 2014 • Investment Managers Series Trust

This Fourth 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 September 30, 2014 (the “Effective Date”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • September 30th, 2014 • Investment Managers Series Trust

THIS SUBSCRIPTION AGREEMENT is entered into as of the 30th day of September, 2014, between Investment Managers Series Trust, a statutory trust organized and existing under the laws of Delaware (the "Trust"), and ________(the "Purchaser").

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