0001398344-18-018690 Sample Contracts

THIRD Amended and restated INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST AND
Investment Advisory Agreement • December 28th, 2018 • Investment Managers Series Trust • Delaware

THIS THIRD AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of _______________, to the Investment Advisory Agreement dated as of December 5, 2013 as amended December 18, 2017 (the “Prior Agreement”), 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 361 Capital, LLC, a Delaware limited liability company (the “Advisor”).

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SECOND AMENDED AND RESTATED SUB-ADVISORY AGREEMENT BETWEEN
Sub-Advisory Agreement • December 28th, 2018 • Investment Managers Series Trust • Delaware

THIS AMENDED AND RESTATED SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of _____________ to the Sub-Advisory Agreement, dated December 10, 2011 as amended September 30, 2016 (the “Prior Agreement”), is entered into by and between 361 Capital LLC, a Delaware limited liability company with its principal office and place of business at 4600 South Syracuse Street, Suite 500, Denver, CO 80237 (the “Advisor”) and Wells Capital Management, Inc., a Delaware limited liability company with its principal office and place of business at 555 West Fifth Street, 50th Floor, Los Angeles, CA 90013 (the “Sub-advisor”).

INVESTMENT MANAGERS SERIES TRUST THIRD AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 28th, 2018 • Investment Managers Series Trust • Delaware

THIS THIRD AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is dated as of _____________ 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 collectively, the “Funds”), and the investment advisor of the Funds, 361 Capital, LLC (the “Advisor”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 28th, 2018 • Investment Managers Series Trust

THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of ______ 20__, between Investment Managers Series Trust, a statutory trust organized and existing under the laws of Delaware (the "Trust") on behalf of the 361 Global Equity Absolute Return Fund (the “Fund”), and ______________________________ (the "Purchaser").

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