SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant [x]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

Investment Managers Series Trust

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

Vaughan Nelson Emerging Markets Opportunities Fund

(formerly, Advisory Research Emerging Markets Opportunities Fund)361 DOMESTIC LONG/SHORT EQUITY FUND

Vaughan Nelson International Small Cap Fund

(formerly, Advisory Research International Small Cap Value Fund)361 GLOBAL LONG/SHORT EQUITY FUND

October 23, 2019February 18, 2021

Dear Shareholder:Shareholder,

The shareholders of the Vaughan Nelson Emerging Markets Opportunities361 Domestic Long/Short Equity Fund (the “Emerging Markets Opportunities Fund”) and Vaughan Nelson International Small Cap361 Global Long/Short Equity Fund (the “International Small Cap Fund” and together with the Emerging Markets Opportunities Fund, the “Funds”), each a series of Investment Managers Series Trust (the “Trust”), are being asked to approve (i) a new investment advisory agreement between the appointment byTrust and Hamilton Lane Advisors, L.L.C. (“Hamilton Lane”), under which Hamilton Lane will serve as the Trust’sinvestment advisor to the Funds (the “New Advisory Agreement”); and (ii) a new investment sub-advisory agreement between Hamilton Lane and Wells Capital Management, Inc. (“Wells Capital”), under which Wells Capital will continue to serve as the investment sub-advisor to the Funds (the “New Sub-Advisory Agreement” and together with the New Advisory Agreement, the “New Agreements”).

361 Capital, LLC (“361 Capital”), the Funds’ current investment advisor, and Wells Capital (and its predecessor), the Funds’ current investment sub-advisor, have served as the Funds’ investment advisor and sub-advisor, respectively, since the commencement of each Fund’s operations. On or about April 1, 2021, Hamilton Lane will acquire the assets of 361 Capital (the “Transaction”). Upon the closing of the Transaction, key personnel of 361 Capital will become employees of Hamilton Lane. 361 Capital has indicated its intent to terminate its investment advisory agreement with the Trust, on behalf of the Funds, subject to shareholder approval of the New Investment Advisory Agreement and the closing of the Transaction. After the closing of the Transaction 361 Capital intends to remain in business as a separate investment adviser for a limited period, but will no longer be involved in the management of either Fund. The termination of the current investment advisory agreement would also result in the termination of the current investment sub-advisory agreement between 361 Capital and Wells Capital.

In anticipation of the Transaction and these related events, the Board of Trustees (the “Board”) of Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson” or the “New Adviser”), as the investment adviser to the Funds.

Advisory Research, Inc. (“ARI”) served as investment adviser to each Fund from the Fund’s inception through September 30, 2019. Effective October 1, 2019, Kevin A. Ross and Marco Priani, the portfolio managers for each Fund, became employees of Vaughan Nelson. In anticipation of this move and on the recommendation of ARI, the Board,Trust, including a majority of the Trustees who are not “interested persons” of the Trust as that term is defined in the Investment Company Act of 1940, as amended, (the “1940 Act”), at a meeting held on September 19, 2019,January 22, 2021, considered and approved the following, effective October 1, 2019:following: (i) the terminationNew Advisory Agreement which will allow Hamilton Lane to serve as the investment advisor to each Fund under terms substantially similar to those of the current advisory agreement, between ARI and (ii) the Trust,New Sub-Advisory Agreement which will allow Wells Capital to continue to serve as the investment sub-advisor to each Fund under terms substantially similar to those of the prior sub-advisory agreement.

You are being asked to approve the New Agreements. If approved by the shareholders of a Fund, each New Agreement will become effective upon the closing of the Transaction, which is expected to occur on behalfApril 1, 2021, with respect to that Fund and will be in effect for a two-year period. If the Closing of the Transaction does not occur or the New Investment Advisory Agreement is not approved with respect to the Funds, 361 Capital will continue as the investment advisor to the Funds and (ii) a newWells Capital will continue as the investment sub-advisor to the Funds pursuant to the current investment advisory agreement betweenand investment sub-advisory agreements, respectively. If the TrustNew Advisory Agreement is approved with respect to a Fund but the corresponding New Sub-Advisory Agreement is not, it is possible that the Transaction will not close and Vaughan Nelson (the “New Agreement”), pursuantHamilton Lane will decide not to serve as investment advisor to the Fund, in which Vaughan Nelson would becomecase 361 Capital and Wells Capital will continue as the investment adviser for each Fund, effective upon shareholder approval. ARI remains in business as a separate investment adviser, but as of October 1, 2019, is no longer involved inadvisor and sub-advisor, respectively, to the management of either Fund.

To provide for continuity in the operations of each Fund, the Board of Trustees has determined that it is appropriate to seek shareholder approval of the New Agreement at a special meeting of shareholders of the Funds. Under the New Agreement, Vaughan Nelson will provide

The Funds’ investment advisory services to each Fund, subject to the oversight of the Board, under terms that are similar in all material respects to the prior investment advisory agreement. The investment objectiveobjectives and investment strategies for each Fund will remain the same. In addition, the membersnot change as a result of the portfolio management team that have managed each Fund since its inceptionTransaction and the investment advisory personnel who currently provide services to the Funds will continue to be members ofdo so following the portfolio management team.

To avoid disruption of the Funds’ investment management programs, the Board also approved an interim advisory agreement between the Trust, on behalf of each Fund, and Vaughan Nelson (the “Interim Agreement”), effective October 1, 2019, under which Vaughan Nelson may provide investment advisory services for each Fund for up to 150 days, pending shareholder approval of the New Agreement. The terms of the Interim Agreement are the same as the prior advisory agreement with ARI, except for differences reflecting certain requirements of the 1940 Act. During the term of the Interim Agreement, all investment advisory fees earned by Vaughan Nelson will be held in escrow at the Funds’ custodian pending approval of the New Agreement.

The proposals are discussed in detail in the enclosed Proxy Statement.Transaction. Approval of the New AgreementAgreements will neithernot alter the number of shares you own inof a Fund nor cause a change to the advisory fees charged to a Fund.you own.

The Board of Trustees has concluded that appointing Vaughan NelsonHamilton Lane as the investment adviseradvisor to each Fund is inand Wells Capital as the investment sub-advisor to the Fund would serve the best interests of the Fund and its shareholders.

In addition, the Trust intends to request a type of exemption from the Securities and Exchange Commission, commonly referred to as “manager of managers” exemptive relief, which would allow Hamilton Lane and the Board of Trustees to replace sub-advisors of a Fund without the cost and time associated with a shareholder meeting. The Board believes that this will help ensure that a Fund is getting the best possible service and support from sub-advisors without the significant delay and expense associated with making a change that would normally require a shareholder vote. Shareholders are being asked to approve the use of a "manager of managers" arrangement with respect to their Fund.

The Board of Trustees recommends that you voteFOR the approval of the New Agreementthese proposals after carefully reviewing the enclosed materials.

Your vote is important.The Transaction and the proposals are discussed in detail in the enclosed Proxy Statement. Upon completing your review, please take a moment to sign and return your proxy card in the enclosed postage paid return envelope. If we do not hear from you after a reasonable amount of time, you may receive a telephone call from us reminding you to vote your shares. On behalf of the Board of Trustees, we thank you for your continued investment in the Funds.

Sincerely,

Maureen Quill

President

Vaughan nelson Emerging Markets Opportunities FundTable of Contents

vaughan nelson International Small Cap Fund

361 DOMESTIC LONG/SHORT EQUITY FUND

361 GLOBAL LONG/SHORT EQUITY FUND

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on December 6, 2019On March 17, 2021

A Special Meeting of Shareholders of the Vaughan Nelson Emerging Markets Opportunities361 Domestic Long/Short Equity Fund and 361 Global Long/Short Equity Fund (the “Emerging Markets Opportunities Fund”) and the Vaughan Nelson International Small Cap Fund (the “International Small Cap Fund” and together with the Emerging Markets Opportunities Fund, the “Funds”), each a series of Investment Managers Series Trust (the “Trust”), will be held on December 6, 2019,March 17, 2021, at 11:00 a.m., local time, at the office of Mutual Fund Administration, LLC, 2220 E. Route 66, Suite 226, Glendora, California 91740. At the meeting, we will ask the shareholders of each Fund to vote on the following proposals with respect to their Fund:

The Board of Trustees of theInvestment Managers Series Trust (the “Trust”) has unanimously approved each proposal.Proposals 1-5 with respect to the Funds. ACCORDINGLY, THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTEFOR THE PROPOSALPROPOSALS WITH RESPECT TO YOUR FUND.FUND(S).

Please read the accompanying Proxy Statement for a more complete discussion of the proposals.

Proposals. Shareholders of recorda Fund of the Emerging Markets Opportunities Fund and International Small Cap Fundrecord as of the close of business on October 8, 2019,February 10, 2021, are entitled to notice of, and to vote at, the Funds’ Special Meeting or any adjournment thereof.

You are invited to attend the Special Meeting. If you cannot do so, please complete and return in the enclosed postage paid return envelope the accompanying proxy, which is being solicited by the Board of Trustees of the Trust, as promptly as possible. This is important for the purpose of ensuring a quorum at the Special Meeting. You may revoke your proxy at any time before it is exercised by signing and submitting a revised proxy, by giving written notice of revocation to the Trust at any time before the proxy is exercised, or by voting in person at the Special Meeting.

By order of the Board of Trustees,

Maureen Quill

President

October 23, 2019February 18, 2021

YOUR VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY.PROMPTLY.

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALPROPOSALS

While we strongly encourage you to read the full text of the enclosed Proxy Statement, we are also providing you with a brief overview of the subject of the shareholder vote.

QUESTIONS AND ANSWERS

Q.Question: What is happening?

Answer: On January 28, 2021, 361 Capital, LLC (“361 Capital”) entered into a definitive agreement and plan of merger with Hamilton Lane Advisors, L.L.C. (“Hamilton Lane”) pursuant to which Hamilton Lane will acquire the assets of 361 Capital (the “Transaction”). The closing of the Transaction is subject to the completion or waivers of various conditions, and is expected to occur on or about April 1, 2021 (the “Closing”). Upon the Closing, key personnel of 361 Capital will become employees of Hamilton Lane.

A. ShareholdersThe Transaction is relevant to your Fund(s) because 361 Capital currently serves as investment advisor to your Fund. In addition, Wells Capital Management, Inc. (“Wells Capital”) currently serves as investment sub-advisor to your Fund. 361 Capital has indicated its intent to terminate its current investment advisory agreement with the Trust, on behalf of the Emerging Markets Opportunities FundFunds, subject to shareholder approval of the New Investment Advisory Agreement (defined below) and International Small Cap Fund are being askedthe Closing. After the Closing, 361 Capital intends to approveremain in business as a separate investment adviser for a limited period, but will no longer be involved in the appointment bymanagement of either Fund. The termination of the current investment advisory agreement would also result in the termination of the current investment sub-advisory agreement between 361 Capital and Wells Capital. In anticipation of the Transaction and these related events, the Board of Trustees of the Trust, (the “Board” or “Board of Trustees”) of Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson” or the “New Adviser”) as the investment adviser to the Funds.

Advisory Research, Inc. (“ARI”) served as investment adviser to each Fund from the Fund’s inception through September 30, 2019. Effective October 1, 2019, Kevin A. Ross and Marco Priani, the portfolio managers for each Fund, became employees of Vaughan Nelson. In anticipation of this move and on the recommendation of ARI, the Board, including a majority of Trustees who are not “interested persons” of the Trust as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), at a meeting held on September 19, 2019,January 22, 2021, considered and approved the following, effective October 1, 2019:following: (i) the termination of the advisory agreement between ARI and the Trust, on behalf of the Funds, and (ii) a new investment advisory agreement between the Trust and Vaughan NelsonHamilton Lane (the “New Advisory Agreement”), pursuant which will allow Hamilton Lane to which Vaughan Nelson would becomeserve as the investment adviser for each Fund, effective upon shareholder approval. ARI remains in business as a separate investment adviser, but as of October 1, 2019, is no longer involved in the management of either Fund.

To provide for continuity in the operation of each Fund, the Board of Trustees has determined that it is appropriate to seek shareholder approval of the New Agreement with respect to each Fund at a special meeting of shareholders of the Funds (the “Meeting”). Under the New Agreement, Vaughan Nelson will provide investment advisory servicesadvisor to each Fund, subject to the oversight of the Board, under terms that are substantially similar to those of the current investment advisory agreement with 361 Capital and for the same fees that are currently in all material respectseffect, and (ii) a new investment sub-advisory agreement between Hamilton Lane and Wells Capital (the “New Sub-Advisory Agreement” and together with the New Advisory Agreement, the “New Agreements”) which will allow Wells Capital to continue serve as the investment sub-advisor to each Fund, subject to the prior investment advisory agreement. The investment objective and investment strategies for each Fund will remain the same. In addition, the membersoversight of Hamilton Lane, under terms that are substantially similar to those of the portfolio management team that have managed each Fund since its inception will continue to be members of the portfolio management team.

To avoid disruption of the Funds’current investment management programs, the Board also approved an interim advisorysub-advisory agreement between 361 Capital and Wells Capital and for the Trust, on behalf of each Fund, and Vaughan Nelson (the “Interim Agreement”), effective October 1, 2019, under which Vaughan Nelson may provide investment advisory services for each Fund for upsame fees that are currently in effect. The Board has determined that it is appropriate to 150 days pendingseek shareholder approval of the New Agreement. The termsAgreements at a special meeting of shareholders of the InterimFunds (the “Special Meeting”). If approved by shareholders of a Fund, each New Agreement arewill become effective upon the sameClosing (which is expected to occur on April 1, 2021) with respect to that Fund and will remain in effect for a two-year period.

If the Closing of the Transaction does not occur, the New Agreements will not go into effect and 361 Capital will continue as the prior advisory agreement with ARI, except for differences reflecting certain requirements ofinvestment advisor to the 1940 Act. DuringFunds and Wells Capital will continue as the term ofinvestment sub-advisor to the Interim Agreement, allFunds pursuant to the Funds’ current investment advisory fees earned by Vaughan Nelson will be held in escrow at the Funds’ custodian pending approvaland investment sub-advisory agreements, respectively.

Copies of the New Agreement.Advisory Agreement and New Sub-Advisory Agreement are included in this Proxy Statement as Appendix A and Appendix B, respectively.

Q.In addition, the Board is recommending that shareholders approve the use of a “manager of managers” arrangement which would allow Hamilton Lane to replace sub-advisors of a Fund without the cost and time associated with a shareholder meeting. The Board believes that this will help ensure that a Fund is getting the best possible service and support from sub-advisors without the significant delay and expense associated with making a change that would normally require a shareholder vote.

Question: What proposalProposals am I being asked to vote on?

A.Answer: At the Special Meeting, you will be asked to vote on the following proposalProposals with respect to your Fund,Fund: (i) the approval of the New Advisory Agreement between the Trust and to transactHamilton Lane; (ii) the approval of the New Sub-Advisory Agreement between Hamilton Lane and Wells Capital; (iii) the approval of a “manager of managers” arrangement; and (iv) any other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof: To approve a new investment advisory agreement between Investment Managers Series Trust (the “Trust”), on behalfthereof.

The implementation of the respective Fund, and Vaughan Nelson Investment Management, L.P.Proposals, except for the approval of the “manager of managers” arrangement, is subject to the closing of the Transaction.

Q.Question: Why are you sending me this information?

A.Answer: You are receiving these proxy materials because you own shares in a Fundof the Fund(s) and have the right to vote on thisthese very important proposalProposals concerning your investment.

Q.Question: How will the Transaction or the approval of the New AgreementAgreements affect me as a Fund Shareholder?

A. Neither Fund’s investment objective and investment strategy will change as a result of the approval of the New Agreement, and you will still own the same shares of the Fund.

Answer: The terms of the New Advisory Agreement are substantially similar to those of the current investment advisory agreement between the Trust and 361 Capital in all material respects toexcept for the previous investment advisory agreement with ARI.new commencement date. The advisory fee rates will remain the same as under the previousadvisory fees currently paid to 361. Similarly, the terms of the New Sub-Advisory Agreement are substantially similar to the investment advisorysub-advisory agreement between 361 Capital and Wells Capital except for the same expense limitation arrangement will be maintained. new commencement date. If approved by the shareholders, the New AgreementAgreements will have an initial two-year term and will be subject to annual renewal thereafter. In addition, the members of the portfolio management team that have managed each Fund since its inception will continue to be members of the portfolio management team.

Q. Will thereThere will be anyno changes in the service providersFunds’ investment objectives or principal investment strategies as a result of the completion of the Transaction or the approval of the New Agreements, and you will still own the same number of shares of your Fund(s). The portfolio managers for each Fund are expected to continue in such roles upon the Funds?Closing.

A.Question: Will my Fund’s contractual management fee rates increase?

Answer: Yes. The Board also approvedinvestment advisory fee rates and investment sub-advisory fee rates proposed for the Funds will not increase as a new distribution agreement with Natixis Distribution, L.P. (“Natixis”) effective October 28, 2019. Vaughan Nelson is affiliated with Natixis. The Funds’ current principal underwriter is IMST Distributors, LLC (“IMST Distributors”). Similar to the current distribution agreement with IMST Distributors, the distribution agreement with Natixis provides that the Natixis will use reasonable efforts to sell sharesresult of the Funds and that the agreement will continue in effectTransaction. All sub-advisory fees with respect to each Fund will be paid by Hamilton Lane and not the Fund. In addition, Hamilton Lane has contractually agreed to maintain the same expense limitation arrangement for the Funds currently in effect for a Fund so long asperiod of two years from the continuation is approved annually byClosing of the Transaction.

Question: Has the Board of Trustees ofapproved the Trust or by the vote of a majority of the outstanding voting securities of the Fund. While the two distribution agreements are similar, they are not the same. For example, the current distribution agreement with IMST Distributors may be terminated by IMST Distributors upon no less than 60 days’ written notice to the Funds, while the distribution agreement with Natixis may be terminated by Natixis upon no less than 90 days’ written notice to the Funds. Also, the agreement with IMST Distributors is governed in accordance with the laws of the State of Delaware whereas the distribution agreement with Natixis is governed in accordance with the laws of the Commonwealth of Massachusetts. Further, under the distribution agreement with Natixis, Natixis shall pay certain expenses that are not paid by IMST Distributors under the current distribution agreement. In addition, the distribution agreement with IMST Distributors includes certain representations, warranties, covenantsNew Agreements and indemnification provisions by each party that are not included in the distribution agreement with Natixis. Shareholders are not being asked to approve the new distribution agreement with Natixis. The Funds’ other service providers, including the co-administrators, transfer agent and custodian, will remain the same.

Q. Howhow does the Board of Trustees recommend that I vote?

A.Answer: The Board of Trustees unanimously approved the New Agreements at a meeting held on January 22, 2021. The Board of Trustees recommends that you voteFOR the proposalProposals with respect to your Fund(s).

Question: What will happen if shareholders do not approve a Proposal?

Answer: The approval of the New Agreements by shareholders of a Fund is not dependent upon the approval of the New Agreements by shareholders of the other Fund; however, if shareholders do not approve the New Advisory Agreement with respect to the 361 Global Long/Short Equity Fund, then the Transaction will likely not close and 361 Capital and Wells Capital will continue to serve as the investment advisor and sub-advisor, respectively, to both Funds.

The approval of each New Sub-Advisory Agreement is dependent upon the approval of the corresponding New Advisory Agreement by shareholders of the applicable Fund. If the shareholders of a given Fund do not approve the New Advisory Agreement with respect to that Fund, then the New Sub-Advisory Agreement with respect to that Fund will not go into effect. If the New Advisory Agreement is approved with respect to a Fund but the corresponding New Sub-Advisory Agreement is not, it is possible the Transaction will not close and Hamilton Lane will decide not to serve as investment advisor to the Fund, in which case 361 Capital and Wells Capital will continue as the investment advisor and sub-advisor, respectively, to the Fund.

Q.If shareholders of a Fund do not approve a Fund’s use of a “manager of managers” arrangement, then Hamilton Lane will not use the “manager of managers” arrangement with respect to that Fund and the Board will consider what further actions to take, if any, including resubmitting the Proposal to Fund shareholders at a later date.

Question: Who is entitled to vote?

A.Answer: If you owned shares of the Emerging Markets Opportunity Fund or International Small Capa Fund as of the close of business on October 8, 2019February 10, 2021 (the “Record Date”), you are entitled to vote.

Q. When and where will the Meeting be held?

A. The Meeting will be held at the offices of Mutual Fund Administration, LLC, 2220 E. Route 66, Suite 226, Glendora, California 91740 on December 6, 2019, at 11:00 a.m. local time.

Q. How do I vote my shares?

A. For your convenience, there are several ways you can vote:

Q.Question: What vote is required to approve the proposal?each Proposal?

A.Answer: ApprovalThe Investment Company Act of the New Agreement1940, as amended (the “1940 Act”) requires the affirmative vote ofeach Proposal to be approved by a “majority of the outstanding voting securities” of eachthe respective Fund, which, under the 1940 Act, means an affirmative vote of the lesser of (a) 67% or more of the shares of the Fund present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (b) more than 50% of the outstanding shares of the Fund.

Q. What happens if shareholders

Question: When and where will the Meeting be held?

Answer: The Special Meeting will be held at the offices of aMutual Fund do not approveAdministration, LLC, the New Agreement?Fund’s co-administrator, located at 2220 E. Route 66, Suite 226, Glendora, California 91740 on March 17, 2021, at 11:00 a.m. local time.

A.If shareholders of a FundQuestion: How do not approve the New Agreement the Board will consider what alternatives would be available at that point, including the liquidation of such Fund. You should note that the approval of the New Agreement by shareholders of a Fund is not dependent upon the approval of the New Agreement by shareholders of the other Fund.I vote my shares?

Answer: For example, if the shareholders of the Emerging Markets Opportunities Fund approve the New Agreement but the shareholders of the International Small Cap Fund do not, the New Agreement will go in effect for a two-year period with respect to the Emerging Markets Opportunities Fund and the Board will consider alternatives for the International Small Cap Fund.your convenience, there are several ways you can vote:

Q.

Question: What happens if I sign and return my proxy card but do not mark my vote?

A.Answer: Your proxy will be voted in favor of the proposal.Proposals with respect to your Fund(s).

Q.

Question: May I revoke my proxy?

A.Answer: You may revoke your proxy at any time before it is exercised by giving notice of your revocation to the FundFunds in writing, or by the execution and delivery of a later-dated proxy. You may also revoke your proxy by attending the Special Meeting, requesting the return of your proxy and voting in person.

Q.Question: Who will bear the costs related to this proxy solicitation?

A.Answer: Vaughan Nelson has361 Capital and Hamilton Lane have agreed to bear all such costs.

Q. How can I obtain a copycosts related to the Special Meeting, including legal costs, the costs of retaining Okapi Partners, and other expenses incurred in connection with the Funds’ annual or semi-annual report?solicitation of proxies.

A.If you would like to receive a copy of the Funds’ latest annual or semi-annual report(s), please call 1-888-665-1414 or write to Vaughan Nelson Funds, P.O. Box 2175, Milwaukee, Wisconsin 53201. The reports will be furnished free of charge.

Q.Question: Who can I call to obtain additional information about this Proxy Statement?

A.Answer: If you need any assistance, or have any questions regarding the proposal or how to vote your shares, please call the Funds’toll-free number listed on the enclosed proxy information line at 1-833-815-9489.card(s). Representatives are available Monday through Friday 9:00 a.m. to 10:9:00 p.m. Eastern time.

INVESTMENT MANAGERS SERIES TRUST

PROXY STATEMENT

TO SHAREHOLDERS OF THE

VAUGHAN NELSON Emerging Markets Opportunities Fund

VAUGHAN NELSON International Small Cap Fund361 DOMESTIC LONG/SHORT EQUITY FUND AND
361 GLOBAL LONG/SHORT EQUITY FUND

The Board of Trustees of Investment Managers Series Trust (the “Trust”) is sending this Proxy Statement to the shareholders of the Vaughan Nelson Emerging Markets Opportunities361 Domestic Long/Short Equity Fund (the “Emerging Markets Opportunities Fund”) and Vaughan Nelson International Small Cap361 Global Long/Short Equity Fund (the “International Small Cap Fund”(each, a “Fund” and together, with the Emerging Markets Opportunities Fund, the “Funds”), each a series of the Trust, in connection with the solicitation of voting instructions for use at a special meeting of shareholders of the Funds (the “Meeting”“Special Meeting”) for the purposes set forth below and in the accompanying Notice of Special Meeting of Shareholders.

This Proxy Statement is being mailed on or about October 24, 2019,February 19, 2021, to the shareholders of the Funds of record as of October 8, 2019February 10, 2021 (the “Record Date”). As of the Record Date, the following number of

Information on each Fund’s shares were issued and outstanding:

outstanding is included in Appendix D. Information on shareholders who owned beneficially 5% or more than 5%of the outstanding shares of a class of sharesa Fund or 25% or more of each Funda Fund’s outstanding shares as of the Record Date is set forth in Appendix A. To the knowledge of the Trust, the executive officers and trustees of the Trust as a group owned less than 1% of the outstanding shares of the Fund and of the Trust as of the Record Date.

E. Important Notice Regarding Availability of Proxy Materials for the Special Meeting to be Held on December 6, 2019.March 17, 2021. This Proxy Statement is available on the Internet atwww.proxyvote.comWWW.OKAPIVOTE.COM/361Capital.

INTRODUCTION

ShareholdersThe shareholders of the Emerging Markets Opportunities Fund and International Small Capeach Fund are being asked to approve (i) an investment advisory agreement between the appointment byTrust and Hamilton Lane Advisors, L.L.C. (“Hamilton Lane”), under which Hamilton Lane will serve as the investment advisor to the Fund (the “New Advisory Agreement”); and (ii) an investment sub-advisory agreement between Hamilton Lane and Wells Capital Management, Inc. (“Wells Capital”), under which Wells Capital will continue to serve as the investment sub-advisor to the Fund (the “New Sub-Advisory Agreement” and together with the New Advisor Agreement, the “New Agreements”).

On January 28, 2021, 361 Capital, LLC (“361 Capital”) entered into a definitive agreement and plan of merger with Hamilton Lane pursuant to which Hamilton Lane will acquire the assets of 361 Capital (the “Transaction”). The Closing of the Transaction is subject to the completion or waivers of various conditions, and is expected to close on or about April 1, 2021 (the “Closing”). Upon the Closing, key personnel of 361 Capital will become employees of Hamilton Lane. Currently, 361 Capital serves as investment advisor to each Fund and Wells Capital serves as investment sub-advisor to each Fund. 361 Capital has indicated its intent to terminate its investment advisory agreement with the Trust, on behalf of the Funds, subject to shareholder approval of the New Investment Advisory Agreement and the Closing. 361 Capital intends to remain in business as a separate investment adviser for a limited period after the Closing, but will no longer be involved in the management of either Fund. The termination of the current investment advisory agreement would also result in the termination of the current investment sub-advisory agreement between 361 Capital and Wells Capital.

In anticipation of the Transaction and these related events, the Board of Trustees (the “Board”) of Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”) as the investment adviser to the Funds.

Advisory Research, Inc. (“ARI”) served as investment adviser to each Fund from the Fund’s inception through September 30, 2019. Effective October 1, 2019, Kevin A. Ross and Marco Priani, the portfolio managers for each Fund, became employees of Vaughan Nelson. In anticipation of this move and on the recommendation of ARI, the Board,Trust, including a majority of the Trustees who are not “interested persons” of the Trust as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), ), at a meeting held on September 19, 2019,January 22, 2021, considered and approved the following, effective October 1, 2019:following: (i) the termination of the advisory agreement between ARI and the Trust, on behalf of the Funds, and (ii) a new investment advisory agreement between the Trust and Vaughan Nelson (the “New Agreement”), pursuantNew Advisory Agreement which, subject to which Vaughan Nelson would become investment adviser for each Fund, effective upon shareholder approval. ARI remains in business as a separate investment adviser, but as of October 1, 2019, is no longer involved in the management of either Fund.

To provide for continuity in the operation of each Fund, the Board of Trustees has determined that it is appropriate to seek shareholder approval, of the New Agreement at a special meeting of shareholders of the Funds (the “Meeting”). Under the New Agreement, Vaughan Nelson will provide investment advisory services to each Fund,allow Hamilton Lane, subject to the oversight of the Board of Trustees, to serve as the investment advisor to each Fund under terms that are substantially similar in all material respectsto those of the current investment advisory agreement with 361 Capital, and (ii) the New Sub-Advisory Agreement which, subject to shareholder approval, will allow Wells Capital to continue to serve as the investment sub-advisor to each Fund under terms that are substantially similar to those of the current investment sub-advisory agreement between 361 Capital and Wells Capital.

The implementation of each New Agreement is subject to the priorclosing of the Transaction and the approval of the applicable Fund’s shareholders.

The approval of the New Agreements by shareholders of a Fund is not dependent upon the approval of the New Agreements by shareholders of the other Fund; however, if shareholders do not approve the New Advisory Agreement with respect to the 361 Global Long/Short Equity Fund, then the Transaction will likely not close and 361 Capital and Wells Capital will continue to serve as the investment advisor and sub-advisor, respectively, to both Funds. The approval of each New Sub-Advisory Agreement is dependent upon the approval of the corresponding New Advisory Agreement by shareholders of the applicable Fund. If the shareholders of a given Fund do not approve the New Advisory Agreement with respect to that Fund, then the New Sub-Advisory Agreement with respect to that Fund will not go into effect. If the New Advisory Agreement is approved with respect to a Fund but the corresponding New Sub-Advisory Agreement is not, it is possible the Transaction will not close and Hamilton Lane will decide not to serve as investment advisor to the Fund, in which case 361 Capital and Wells Capital will continue as the investment advisor and sub-advisor, respectively, to the Fund.

The New Advisory Agreement and New Sub-Advisory Agreement are included as Appendix A and Appendix B, respectively, to this Proxy Statement. All references to the New Advisory Agreement and New Sub-Advisory Agreement are qualified by reference to Appendix A and Appendix B, respectively.

In addition, shareholders are being asked to approve the use of a "manager of managers" arrangement with respect to their Fund, which would allow Hamilton Lane and the Board of Trustees to replace sub-advisors of a Fund without the cost and time associated with a shareholder meeting. The Board believes that this will help ensure that a Fund is getting the best possible service and support from sub-advisors without the significant delay and expense associated with making a change that would normally require a shareholder vote.

PROPOSALS 1 AND 2 – APPROVAL OF NEW ADVISORY AGREEMENT

Information Regarding 361 Capital and the Current Investment Advisory Agreement with 361 Capital

361 Capital, located at 4600 South Syracuse Street, Suite 500, Denver, Colorado 80237, is currently the investment advisor to the Funds. Founded in 2001, 361 Capital is an SEC-registered investment advisor. As of December 31, 2020, 361 Capital’s total assets under management were approximately $734 million. 361 Capital is registered with the Commodities Futures Trading Commission as a “commodity pool operator.” 361 Capital is controlled by its Principal, Thomas I. Florence, located at 4600 South Syracuse Street, Suite 500, Denver, Colorado 80237. 

361 Capital serves as investment advisor to each Fund pursuant to an investment advisory agreement.agreement with the Trust dated December 5, 2013, as amended December 18, 2017, and amended and restated December 19, 2018 (the “361 Advisory Agreement”). The 361 Advisory Agreement describes the services that 361 Capital provides to the Funds, which generally include reviewing, supervising, and administering the investment objective and investment strategies forprogram of the Funds. In addition, 361 Capital has the ability to delegate day-to-day portfolio management responsibilities of each Fund will remainto one or more sub-advisors, and in that connection, is responsible for making recommendations to the same.Board of Trustees of the Trust with respect to hiring, termination and replacement of any sub-advisor of the Funds. 361 Capital is not liable to the Trust under the terms of the 361 Advisory Agreement for any error of judgment or mistake of law or for any loss suffered by 361 Capital or the Trust in connection with the performance of the 361 Advisory Agreement, except a loss resulting from a breach of fiduciary duty by 361 Capital with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on 361 Capital’s part in the performance of its duties or from reckless disregard by 361 Capital of its duties under the 361 Advisory Agreement. The 361 Advisory Agreement continues in force from year to year with respect to the Funds so long as it is specifically approved at least annually in the manner required by the 1940 Act. The 361 Advisory Agreement may be terminated with respect to either Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to 361 Capital; or (ii) by 361 Capital on 60 days’ written notice to the Trust. In addition, the members361 Advisory Agreement with respect to a Fund will terminate automatically upon its assignment.

The 361 Advisory Agreement with respect to the 361 Domestic Long/Short Equity Fund was submitted for approval by the initial shareholder of the portfolio management team that have managedFund prior to the Fund’s commencement of operations on March 31, 2016. The 361 Advisory Agreement with respect to the 361 Global Long/Short Equity Fund was submitted for approval by the initial shareholder of the Fund prior the Fund’s commencement of operations on December 4, 2014. The 361 Advisory Agreement with respect to each Fund since its inception will continue to be members ofwas last renewed by the portfolio management team.Trust’s Board on December 8-9, 2020.

To avoid disruptionPursuant to the 361 Advisory Agreement, for its services, 361 Capital is entitled to receive an annual management fee as listed below of each Fund’s average daily net assets, calculated daily and payable monthly. For the Funds’ investment management programs, the Board approved an interimfiscal year ended October 31, 2020, 361 Capital received advisory agreement betweenfees, net of fee waivers pursuant to its expense limitation agreements with the Trust on behalf of each relevant Fund, and Vaughan Nelson (the “Interim Agreement”), effective October 1, 2019, under which Vaughan Nelson may provide investment advisory services for each Fund for up to 150 days pending shareholder approval of the New Agreement. The terms of the Interim Agreement are the same as the prior advisory agreement with ARI, except for differences reflecting certain requirements of the 1940 Act, such as the date of execution, duration of the agreement, termination, and compensation conditions. During the term of the Interim Agreement, allfollows:

INVESTMENT ADVISORY AGREEMENT
BETWEEN
INVESTMENT MANAGERS SERIES TRUST

AND

VAUGHAN nELSON INVESTMENt MANAGEMENT, L.P.Hamilton lane ADVISORS, L.L.C.

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of [ ], 2019,______________, 2021, is entered into by and betweenInvestment 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”), andVaughan Nelson Investment Management, L.P. Hamilton Lane Advisors, L.L.C., a Delaware limited partnershipliability company (the “Advisor”).

WHEREAS, the Advisor has agreed to furnish investment advisory services to each Fund, each a series of the Trust, which is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Advisor is willing to furnish such services upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto agree as follows:

1. In General.The Advisor agrees, all as more fully set forth herein, to act as investment advisor to each Fund with respect to the investment of the Fund’s assets and to supervise and arrange for the day-to-day operations of the Fund and the purchase of securities for and the sale of securities held in the investment portfolio of the Fund.

2. Duties and Obligations of the Advisor with Respect to Investment of Assets of Each Fund.

(a) Subject to the succeeding provisions of this section and subject to the direction and control of the Trust’s Board of Trustees, the Advisor shall (i) act as investment advisor for and supervise and manage the investment and reinvestment of each Fund’s assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Fund; (ii) supervise the investment program of the Fund and the composition of its investment portfolio; (iii) arrange, subject to the provisions of paragraph 3 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Fund; (iv) keep the Trust fully informed with regard to each Fund’s investment performance and investment mandate compliance; and (v) furnish the Trust with such other documents and information as the Trust may from time to time reasonably request.

(b) In performing its duties under this Section 2 with respect to a Fund, the Advisor may choose to delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisors. If the Advisor chooses to do so, such delegation may include but is not limited to delegating the voting of proxies relating to the Fund’s portfolio securities in accordance with the proxy voting policies and procedures of such investment sub-advisor; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act; and provided, further, that no such delegation shall relieve the Advisor from its duties and obligations of management and supervision of the management of the Fund’s assets pursuant to this Agreement and to applicable law. If the Advisor delegates any of its duties and obligations under this Agreement with respect to a Fund to one or more investment sub-advisors, then subject to the requirements of the 1940 Act the Advisor shall have (i) overall supervisory responsibility for the general management and investment of the Fund’s assets; (ii) full discretion to select new or additional investment sub-advisors for the Fund; (iii) full discretion to enter into and materially modify existing sub-advisory agreements with investment sub-advisors; (iv) full discretion to terminate and replace any investment sub-advisor; and (v) full investment discretion to make all determinations with respect to the investment of the Fund’s assets not then managed by an investment sub-advisor. In connection with the Advisor’s responsibilities with respect to any sub-advised Fund, the Advisor shall (i)(x) assess the Fund’s investment focus and investment strategy for each sub-advised portfolio of the Fund; (ii)(y) perform diligence on and monitor the investment performance and adherence to compliance procedures of each investment sub-advisor providing services to the Fund; and (iii)(z) seek to implement decisions with respect to the allocation and reallocation of the Fund’s assets among one or more current or additional investment sub-advisors from time to time, as the Advisor deems appropriate, to enable the Fund to achieve its investment goals. The Advisor shall notify the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, and, if the Sub-advisor is a partnership, of any changes in the membership of such partnership, as required by Section 205(a) of the Investment Advisers Act of 1940, as amended (the “Adviser’s Act”). In addition, the Advisor shall monitor compliance by each investment sub-advisor of a Fund with the investment objectives, policies and restrictions of the Fund, and review and periodically report to the Board of Trustees of the Trust on the performance of each investment sub-advisor.

3. Covenants.In the performance of its duties under this Agreement, the Advisor:

(a) shall at all times conform to, and act in accordance with, any requirements imposed by: (i) the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and all applicable Rules and Regulations of the Securities and Exchange Commission (the “SEC”); (ii) any other applicable provision of law; (iii) the provisions of the Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objectives and policies of each Fund as set forth in its Registration Statement on Form N-1A; and (v) compliance policies and procedures of the Trust adopted by the Board of Trustees of the Trust;

(b) will, with respect to each Fund’s assets not managed by an investment sub-advisor, place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Advisor will attempt to obtain the best price and the most favorable execution of its orders. In placing orders, the Advisor will consider the experience and skill of the firm’s securities traders as well as the firm’s financial responsibility and administrative efficiency. Consistent with this obligation, the Advisor may select brokers on the basis of the research, statistical and pricing services they provide to the Fund and other clients of the Advisor. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Advisor hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Advisor determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Advisor to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance, however, will the Fund’s securities be purchased from or sold to the Advisor, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law;

(c) will treat confidentially and as proprietary information of each Fund all non-public records and other information relativerelated to the Fund, and the Fund’s prior, current or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld when the Advisor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund;Fund and provided that the foregoing confidentiality provisions shall not apply to information that (i) is or becomes publicly available other than as a result of disclosure by the Advisor in violation of this clause; (ii) is or becomes available to the Advisor or its representatives from a source other than a Fund or an agent of a Fund, which source, to the knowledge of the Advisor or its representatives, does not have an obligation of confidentiality to either Fund with respect to such information; (iii) was already in the Advisor’s possession or the possession of its representatives prior to receiving such information from a Fund or an agent of a Fund or (iv) was developed independently by the Advisor or its representatives without use of the information;

(d) will maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board of Trustees in connection with its approval of this Agreement, or will provide the Trust with at least 30 days’ advance written notice if the Advisor obtains such insurance in a lesser amount;Agreement;

(e) will furnish the Trust and the administrator monthly, quarterly and annual reports concerning portfolio transactions and performance of each Fund insupply such form as may be mutually agreed upon, and agreesinformation to review each Fund and discuss the management of each Fund. Further, the Advisor will permit all books and records with respect to each Fund to be inspected by the Trust’s co-administrators and permit such compliance inspections by the Trust’s co-administrators as shall be reasonably necessary to permit the co-administrators to satisfy their obligations and respond to the reasonable requests of the Board of Trustees, including without limitation portionsreasonable requests for full copies of all letters received by the Advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Advisor that are relevant to the management of each Fund;Advisor; and

(f) will use its best efforts to assist the Trust and each Fund in implementing the Trust’s disclosure controls and procedures, and will from time to time provide the Trust a written assessment of its compliance policies and procedures that is reasonably acceptable to the Trust to enable the Trust to fulfill its obligations under Rule 38a-1 under the 1940 Act.

4. Obligations of the Trust.

(a)       The Trust will provide (or cause the Custodian (as defined in Section 5 hereof) to provide) timely information to the Advisor regarding such matters as the composition of assets of each Fund, cash requirements and cash available for investment in each Fund, and all other information as may be reasonably necessary for the Advisor to perform its responsibilities hereunder.

(b)       The Trust will furnish the Advisor a copy of the prospectus and statement of additional information of each Fund and agrees during the continuance of this Agreement to furnish the Advisor copies of any revisions or supplements thereto at, or, if practicable, before the time the revisions or supplements become effective. The Trust agrees to furnish the Advisor with copies of any financial statements or reports made by each Fund to its shareholders, and any further materials or information which the Advisor may reasonably request to enable it to perform its duties under this Agreement.

5.       Custodian. The assets of each Fund shall be maintained in the custody of a custodian as selected by the Trust (or any sub-custodian thereof properly appointed) (the “Custodian”). The Advisor shall have no liability for the acts or omissions of the Custodian, unless such act or omission is taken solely in reliance upon instruction given to the Custodian by a representative of the Advisor properly authorized to give such instruction in accordance with the custody agreement. Any assets added to each Fund shall be delivered directly to the Custodian.

6.       Services Not Exclusive.Nothing in this Agreement shall prevent the Advisor or any officer, employee or affiliate thereof from acting as investment advisor for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Advisor or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Advisor will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.

5. 7.       Books and Records.In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Advisor hereby agrees that all records which it maintains for each Fund are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trust’s request. The Advisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. Notwithstanding anything in this Agreement to the contrary, and to the extent permitted by applicable law, the Trust will not object to the Advisor maintaining copies of any such records, including the performance records of each Fund, and will not object to the Advisor using such performance records to promote its services to other accounts, including other fund accounts.

6. 8.       Agency Cross and Rule 17a-7 Transactions.From time to time, the Advisor or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their brokerage clients (each an “Account”) securities which the Advisor’s investment advisory clients wish to sell, and to sell for certain of their brokerage clients securities which advisory clients wish to buy. The Advisor or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory client’s consent. This prohibition exists because when the Advisor makes an investment decision on behalf of an advisory client (in contrast to a brokerage client that makes its own investment decisions), and the Advisor or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisor’s part regarding the advisory client. The SEC has adopted a rule under the Advisers Act which permits the Advisor or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Advisor or its affiliates to participate in agency cross transactions involving an Account, provided that the Advisor agrees that it will not arrange purchases or sales of securities between a Fund and an Account advised by the Advisor unless (a) the purchase or sale is in accordance with applicable law (including Rule17a-7Rule 17a-7 under the 1940 Act) and the Trust’s policies and procedures, (b) the Advisor determines that the purchase or sale is in the best interests of the Fund, and (c) the Trust’s Board of Trustees has approved these types of transactions. The Trust may revoke its consent at any time by written notice to the Advisor.

7. 9.       Expenses.During the term of this Agreement, each Fund will bear all expenses not expressly assumed by the Advisor incurred in the operation of the Fund and the offering of its shares. Without limiting the generality of the foregoing:

(a) Each Fund shall pay (i) fees payable to the Advisor pursuant to this Agreement; (ii) the cost (including brokerage commissions, transaction fees or charges, if any) incurred in connection with purchases and sales of the Fund’s portfolio securities and other investments and any losses in connection therewith; (iii) expenses of organizing the Fund; (iv) filing fees and expenses relating to registering and qualifying and maintaining the registration and qualification of the Fund’s shares for sale under federal and state securities laws; (v) the Fund’s share of compensation, fees and reimbursements paid to the Trust’s non-interested Trustees; (vi) fees or expenses of custodians, transfer agents, registrars, independent pricing vendors or other service providers (except sub-advisors); (vii) legal and accounting expenses, including costs for local representation in the Trust’s jurisdiction of organization and fees and expenses of special counsel, if any, for the Trust’s non-interested Trustees; (viii) all federal, state and local taxes (including stamp, excise, income and franchise taxes) and the preparation and filing of all returns and reports in connection therewith; (ix) cost of certificates, if any, and delivery to purchasers; (x) expenses of preparing and filing reports with federal and state regulatory authorities; (xi) the Fund’s share of expenses of shareholders’ meetings, meetings of the Board or any committee thereof, and other meetings of the Trust; (xii) expenses of preparing, printing and distributing proxy statements (unless otherwise agreed to by the Trust and the Advisor); (xiii) costs of any liability, uncollectible items of deposit and other insurance or fidelity bonds; (xiv) any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against the Fund for violation of any law; (xv) expenses of preparing, typesetting, printing and distributing prospectuses and statements of additional information and any supplements thereto, and reports, statements, notices and dividends to the Fund’s shareholders; (xvi) shareholder servicing fees; (xvii) interest; (xviii) governmental fees; (xix) costs, including interest expenses and loan commitment fees, of borrowing money; (xx) website costs; (xxi) the Fund’s share of compensation, fees and expenses of the Trust’s chief compliance officer and any employees of the Trust; (xxii) audit fees; and (xxiii) the Fund’s share of litigation expenses and any non-recurring or extraordinary expenses as may arise, including, without limitation, expenses relating to the Trust’s obligation to indemnify others; and

(b) the Advisor shall pay all expenses incurred by it in the performance of its duties under this Agreement, including all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, and all fees of any sub-advisors.

8. 10.       Compensation of the Advisor.Each Fund agrees to pay to the Advisor and the Advisor agrees to accept as full compensation for all services rendered by the Advisor pursuant to this Agreement, a fee accrued daily and paid monthly in arrears at an annual rate listed inAppendix A with respect to the Fund’s average daily net assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. The fee payable to the Advisor under this Agreement will be reduced to the extent required by any expense limitation agreement. The Advisor may voluntarily absorb certain Fund expenses or waive all or a portion of its fee.

9.

11.       Advisor’s Liability.The parties acknowledge that the Trust has engaged third party service providers to assist it in the preparation and maintenance of the Funds’ registration statement and that the Advisor is not responsible for the form or content of such registration statement, except with respect to specific information the Advisor provides to the Trust or such third party service providers expressly for the purpose of inclusion in the registration statement. The Trust shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of information provided in writing by the statementsAdvisor to the Trust or a co-administrator of the Trust for inclusion in each Fund’s offering materials (including the prospectus, the statement of additional information, and advertising and sales materials), or reviewed and not objected to by the Advisor, including (without duplication of the foregoing) information appearing in each Fund’s prospectus in response to Item 4 or Item 9 of Form N-1A relating to such Fund’s principal investment strategies and related risks, Item 16 of Form N-1A relating to such Fund’s investments and risks, and any information regarding the Advisor, its personnel, its brokerage allocation and other practices, and its policies and procedures, except, in each case, for information supplied by the Advisor. Except as may otherwise be providedco-administrators of the Trust or another third party for inclusion in the 1940 Act or other federal securities laws, thesuch materials. The Advisor will not be liable to the Trust, the series or any shareholder of the series for any error of judgment or mistake of law or any loss arising out of any investment or for any loss suffered by Advisor or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on Advisor’sits part in the performance of its duties or from reckless disregard by Advisorit of its duties under this Agreement.

10. 12.       Duration and Termination.

This Agreement shall become effective with respect to eachthe Fund as of the corresponding effective date indicated inAppendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided that such continuance is specifically approved at least annually by both (a)(i) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b)(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval.

Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

11. 13.       Notices. Any notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid.

12. 14.       Amendment of this Agreement.This Agreement may only be amended by an instrument in writing signed by the parties hereto. Any amendment of this Agreement shall be subject to the 1940 Act.

13. 15.       Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. Any legal suit, action or proceeding related to, arising out of or concerning this Agreement shall be brought only in the Court of Chancery of the State of Delaware unless the Trust, in its sole discretion, consents in writing to an alternative forum, or if any such action may not be brought in that court, then such action shall be brought in any other court in the State of Delaware with jurisdiction (the “Designated Courts”). Each party (a) consents to jurisdiction in the Designated Courts, (b) waives any objection to venue in either Designated Court, and (c) waives any objection that either Designated Court is an inconvenient forum.

16.       Use of the Names of the Fund. The Advisor has consented to the use by each Fund of the name or identifying word in whole or in part “Vaughan Nelson Investment Management, L.P.” in the name of the Fund. Such consent is conditioned upon the employment of the Advisor as the investment advisor to the Fund. The name or identifying word in whole or in part “Vaughan Nelson Investment Management, L.P.” may be used from time to time in other connections and for other purposes by the Advisor and any of its affiliates. The Advisor may require any Fund to cease using “Vaughan Nelson Investment Management L.P.” in the name of the Fund and in connection with the Fund’s operations if the Fund ceases to employ, for any reason, the Advisor, any successor thereto or any affiliate thereof as investment advisor.

14. 17.       Additional Limitation of Liability.The parties hereto are expressly put on notice that a Certificate of Trust, referring to the Trust’s Agreement and Declaration of Trust (the “Certificate”), is on file with the Secretary of the State of Delaware. The Certificate was executed by a trustee of the Trust on behalf of the Trust as trustee, and not individually, and, as provided in the Trust’s Agreement and Declaration of Trust, the obligations of the Trust are not binding on the Trust’s trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust, or the particular series in question, as the case may be. Further, the liabilities and obligations of any series of the Trust shall be enforceable only against the assets belonging to such series, and not against the assets of any other series.

15. 18.       Miscellaneous.The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors. This Agreement does not, and is not included to, create any third-party beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the parties and their respective successors and permitted assigns.

16. 19.       Counterparts.This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement.

*** Signature Page Follows ***

IN WITNESS WHEREOF,, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.

Appendix A

APPENDIX B

SUB-ADVISORY AGREEMENT

BETWEEN

HAMILTON LANE ADVISORS, L.L.C.

AND WELLS CAPITAL MANAGEMENT, INC.

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of _______, 2021, is entered into by and between Hamilton Lane Advisors, L.L.C., a Delaware limited liability company with its principal office and place of business at One Presidential Boulevard, 4^th Floor, Bala Cynwyd, Pennsylvania 19004 (the “Advisor”) and Wells Capital Management, Inc., a registered investment adviser located at 525 Market Street, San Francisco, CA 94105 (the “Sub-advisor”).

WHEREAS, the Advisor has entered into an Investment Advisory Agreement dated ___________, 2021 (the “Advisory Agreement”) with Investment Managers Series Trust, a Delaware statutory trust, with its principal office and place of business at 2235 W. Galena Street, Milwaukee, WI 53212 (the “Trust”);

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company and may issue its shares of beneficial interest, no par value, in separate series;

WHEREAS, pursuant to the Advisory Agreement, and subject to the direction and control of the Board of Trustees of the Trust (the “Board”), the Advisor acts as investment advisor for the series of the Trust listed on Appendix A hereto (each a “Fund”);

WHEREAS, the Advisory Agreement permits the Advisor, subject to the supervision of the Board, to delegate certain of its duties under the Advisory Agreement to other registered investment advisors subject to the requirements of the 1940 Act;

WHEREAS, it is intended that the Trust be a third-party beneficiary under this Agreement; and

WHEREAS, the Advisor desires to retain the Sub-advisor to furnish investment advisory services for the Fund and the Sub-advisor is willing to provide those services on the terms and conditions set forth in this Agreement;

NOW THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, the Advisor and the Sub-advisor hereby agree as follows:

SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS

(a) The Advisor hereby appoints and employs the Sub-advisor, subject to the direction and control of the Board, to manage the investment and reinvestment of the assets of all or a portion of the Fund allocated by the Advisor to the Sub-advisor from time to time (such assets, the “Portfolio”) and, without limiting the generality of the foregoing, to provide other services as specified herein. The Sub-advisor accepts this employment and agrees to render its services for the compensation set forth herein.

(b) In connection therewith, the Advisor has delivered to the Sub-advisor copies of (i) the Trust’s Declaration of Trust and Bylaws (collectively, as amended from time to time, the “Charter Documents”), (ii) the Trust’s current Prospectus and Statement of Additional Information for the Fund (collectively, as currently in effect and as amended or supplemented, the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act, (iii) each plan of distribution or similar document adopted by the Trust with respect to the Fund under Rule 12b-1 under the 1940 Act (each a “Plan”) and each current shareholder service plan or similar document adopted by the Trust with respect to the Fund (each a “Service Plan”); and (iv) all procedures adopted by the Trust with respect to the Fund, and shall promptly furnish the Sub-advisor with all amendments of or supplements to the foregoing. The Advisor shall deliver to the Sub-advisor: (x) a copy of the resolution of the Board appointing the Sub-advisor as a sub-advisor to the Fund and authorizing the execution and delivery of this Agreement; (y) a copy of all proxy statements and related materials relating to the Fund; and (z) any other documents, materials or information that the Sub-advisor shall reasonably request to enable it to perform its duties pursuant to this Agreement.

(c) The Sub-advisor has delivered to the Advisor and the Trust (i) a copy of its Form ADV as most recently filed with the SEC; (ii) a copy of its code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code”); and (iii) a copy of its compliance manual pursuant to applicable regulations, including its proxy voting policies and procedures, which proxy voting policy and procedures will be included in the Trust’s registration statement. The Sub-advisor shall promptly furnish the Advisor and Trust with all amendments of and supplements to the foregoing at least annually.

SECTION 2. DUTIES OF THE ADVISOR

In order for the Sub-advisor to perform the services required by this Agreement, the Advisor (i) shall cause all service providers to the Trust to furnish information to the Sub-advisor and assist the Sub-advisor as may be required, (ii) shall ensure that the Sub-advisor has reasonable access to all records and documents relevant to the Sub-advisor’s services to the Portfolio maintained by the Trust, the Advisor or any service provider to the Trust, and (iii) shall deliver to the Sub-advisor copies of all material relevant to the Sub-advisor or the Portfolio that the Advisor provides to the Board in accordance with the Advisory Agreement.

SECTION 3. DUTIES OF THE SUB-ADVISOR

(a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio.

Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.

(b) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund.

(c) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.

(d) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made to the Sub-advisor under the Code and its compliance policies and procedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor, as promptly as possible, and in any event prior to such change.

(e) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Sub-advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's normal business hours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.

(f) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties.

(g) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.

(h) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

(i) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.

SECTION 4. COMPENSATION; EXPENSES

(a) In consideration of the foregoing, the Advisor shall pay the Sub-advisor, with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination.

(b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses.

(c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

SECTION 5. STANDARD OF CARE

(a) The Advisor shall expect of the Sub-advisor, and the Sub-advisor will give the Advisor and the Trust the benefit of, the Sub-advisor's best judgment and efforts in rendering its services hereunder. The Sub-advisor shall not be liable to the Advisor or the Trust hereunder for any mistake of judgment or in any event whatsoever, except for lack of good faith, provided that nothing herein shall be deemed to protect, or purport to protect, the Sub-advisor against any liability to the Advisor or the Trust to which the Sub-advisor would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of the Sub-advisor's duties hereunder, or by reason of the Sub-advisor's reckless disregard of its obligations and duties hereunder.

(b) The Sub-advisor shall not be liable to the Advisor or the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Sub-advisor by a duly authorized officer of the Advisor or the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board.

(c) The Sub-advisor shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Sub-advisor’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

(d) The parties hereto acknowledge and agree that the Trust is a third-party beneficiary as to the covenants, obligations, representations and warranties undertaken by the Sub-advisor under this Agreement and as to the rights and privileges to which the Advisor is entitled pursuant to this Agreement, and that the Trust is entitled to all of the rights and privileges associated with such third-party-beneficiary status.

SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION

(a) This Agreement shall become effective with respect to the Fund as of the date hereof and, unless sooner terminated with respect to the Fund as provided herein, this Agreement shall continue in effect with respect to the Fund until the second anniversary hereof. Thereafter, if not terminated, this Agreement shall continue in effect for successive periods of 12 months with respect to the Fund, provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval.

(b) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty, (i) by the Board, (ii) by a vote of a majority of the outstanding voting securities of the Fund, (iii) by the Advisor on 60 days’ written notice to the Sub-advisor, or (iv) by the Sub-advisor on 60 days’ written notice to the Trust. This Agreement will terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

SECTION 7. ACTIVITIES OF THE SUB-ADVISOR

Except to the extent necessary to perform its obligations hereunder, nothing herein shall be deemed to limit or restrict the Sub-advisor's right, or the right of any of the Sub-advisor's directors, officers or employees, to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, trust, firm, individual or association.

SECTION 8. REPRESENTATIONS OF SUB-ADVISOR.

The Sub-advisor represents and warrants to the Advisor that:

(a) It is registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and will continue to be so registered for so long as this Agreement remains in effect;

(b) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement;

(c) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; and

(d) It will promptly notify the Advisor and the Trust of the occurrence of any event that would disqualify the Sub-advisor from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

SECTION 9. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY

The Trustees of the Trust and the shareholders of the Fund shall not be liable for any obligations of the Trust or of the Fund under this Agreement, and the Sub-advisor agrees that, in asserting any rights or claims under this Agreement, it shall look only to the assets and property of the Trust or the Fund to which the Sub-advisor's rights or claims relate in settlement of such rights or claims, and not to the Trustees of the Trust or the shareholders of the Fund.

SECTION 10. MISCELLANEOUS

(a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(a) hereof.

(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.

(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware. Any legal suit, action or proceedings related to, arising out of or concerning the Agreement shall be brought only in the Court of Chancery of the State of Delaware unless the Trust, in its sole discretion, consents in writing to an alternative forum, or if such action may not be brought in that court, then such action shall be brought in any other court in the State of Delaware with jurisdiction (the “Designated Courts”). Each party (a) consents to jurisdiction in the Designated Courts, (b) waives any objection to venue in either Designated Court, and (c) waives any objections that their Designated Court is an inconvenient forum.

(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.

(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.

(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Advisor and Sub-advisor and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement. This Agreement does not, and is not intended to, create a third-part beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the parties and their respective successors and permitted assigns.

(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.

(i) No affiliated person, employee, agent, director, officer or manager of the Sub-advisor shall be liable at law or in equity for the Sub-advisor’s obligations under this Agreement.

(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," “control” and "assignment" shall have the meanings ascribed thereto in the 1940 Act.

(k) Each of the undersigned warrants and represents that he or she has full power and authority to sign this Agreement on behalf of the party indicated and that his or her signature will bind the party indicated to the terms hereof and each party hereto warrants and represents that this Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the party, enforceable against the party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written.

Appendix A

Series of the Trust:

361 Global Long/Short Equity Fund

361 Domestic Long/Short Equity Fund

 Appendix B

Fees and Expenses:

APPENDIX C

TYPICAL TERMS AND CONDITIONS OF “MANAGER OF MANAGERS”
EXEMPTIVE RELIEF

Applicants agree that any order of the Commission granting the requested relief will be subject to the following conditions:

APPENDIX D

NUMBER OF SHARES/INTERESTS OUTSTANDING AS OF THE RECORD DATE

APPENDIX E

PRINCIPAL HOLDERS AND CONTROL PERSONS

The following table list the Funds’ principal shareholders. Principal shareholders are holders of record of 5% or more of the outstanding shares of a class of a Fund.

361 Domestic Long/Short Equity Fund

361 Global Long/Short Equity Fund

The following table list the Funds’ control persons. A control person is one who owns beneficially or through controlled companies more than 25% of the voting securities of a Fund or acknowledges the existence of control. Shareholders with a controlling interest could affect the outcome of voting or the direction of management of a Fund.

361 Domestic Long/Short Equity Fund

361 Global Long/Short Equity Fund