EXHIBIT 99.9 ADMINISTRATION AGREEMENT Agreement dated as of January 11, 1994 between State Street Bank and Trust Company, a Massachusetts trust company (the "Bank") and W.P. Stewart & Co. Growth Fund, Inc., a Maryland corporation (the "Fund")....Administration Agreement • May 7th, 1998 • Stewart W P & Co Growth Fund Inc • Massachusetts
EXHIBIT (g)(ii) AMENDMENT TO CUSTODIAN CONTRACT This Amendment to the Custodian Contract is made as of February 2, 1999 by and between W.P. Stewart & Co. Growth Fund, Inc. (the "Fund") and State Street Bank and Trust Company (the "Custodian")....Custodian Contract • February 26th, 1999 • Stewart W P & Co Growth Fund Inc
April 29, 2003 W.P. Stewart & Co. Growth Fund, Inc. c/o W.P. Stewart & Co., Inc. 527 Madison Avenue New York, New York 10022 Attention: Treasurer RE: Loan Agreement Ladies and Gentlemen: State Street Bank and Trust Company (the "Bank") is pleased to...Stewart W P & Co Growth Fund Inc • April 30th, 2003 • Massachusetts
CUSTODIAN CONTRACT Between W.P. STEWART & CO. GROWTH FUND, INC. and STATE STREET BANK AND TRUST COMPANYStewart W P & Co Growth Fund Inc • May 7th, 1998 • Massachusetts
EXECUTION COPY AMENDMENT No. 1 TO ADMINISTRATION AGREEMENT AMENDMENT No. 1, made as of August 1, 2002, to the Administration Agreement dated as of January 11, 1994 between W.P. Stewart & Co. Growth Fund, Inc., a Maryland corporation (the "Fund) and...Administration Agreement • April 30th, 2003 • Stewart W P & Co Growth Fund Inc
SUBSCRIPTION AGREEMENT ----------------------Subscription Agreement • May 7th, 1998 • Stewart W P & Co Growth Fund Inc • New York
Exhibit (e) DISTRIBUTION AGREEMENT AGREEMENT dated as of September 9, 2002, between W.P. Stewart & Co. Growth Fund, Inc. (the "Fund"), an open-end, management investment company organized as a corporation under the laws of the State of Maryland,...Distribution Agreement • April 30th, 2003 • Stewart W P & Co Growth Fund Inc • Colorado
WITNESSETH:Investment Advisory Services Agreement • May 10th, 2000 • Stewart W P & Co Growth Fund Inc • New York
APPENDIX A FORM OF AGREEMENT AND PLAN OF REORGANIZATIONForm of Agreement and Plan of Reorganization • October 19th, 2009 • Investment Managers Series Trust • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 20th day of October, 2009, by and among W.P. STEWART & CO. GROWTH FUND, INC., a Maryland corporation, with its principal place of business at 527 Madison Avenue, New York, New York 10022 (the “Acquired Fund”), INVESTMENT MANAGERS SERIES TRUST, a Delaware statutory trust, with its principal place of business at 803 West Michigan Street, Milwaukee, Wisconsin 53233 (“IMST”), with respect to W.P. Stewart & Co. Growth Fund, a series (“series”) thereof (the “Acquiring Fund” and, together with the Acquired Fund, the “Funds”), and, solely for purposes of paragraph 9.1, W.P. STEWART & CO., INC., the investment manager of the Acquiring Fund and the Acquired Fund (the “Manager”), and UMB Fund Services, Inc., (“UMBFS”).
AMENDMENT TO INVESTMENT ADVISORY SERVICES AGREEMENT BETWEENInvestment Advisory Services Agreement • April 28th, 2008 • Stewart W P & Co Growth Fund Inc
This Amendment dated October 2, 2007, to the Investment Advisory Services Agreement dated October 28, 1998 (the “Agreement”), between W.P. Stewart & Co. Growth Fund, Inc. (the “Fund”) and W.P. Stewart & Co., Inc. (the “Adviser”), is hereby made by and between the Fund and the Adviser.
DISTRIBUTION AGREEMENTDistribution Agreement • May 1st, 2006 • Stewart W P & Co Growth Fund Inc • Colorado
AGREEMENT dated as of September 30, 2005, between W.P. Stewart & Co. Growth Fund, Inc. (the “Fund”), an open-end, management investment company organized as a corporation under the laws of the State of Maryland, having its principal place of business at 527 Madison Avenue, 20th Floor, New York, New York 10022 and ALPS Distributors, Inc., a Colorado corporation and a registered broker-dealer under the Securities Exchange Act of 1934, having its principal place of business at 1625 Broadway, Suite 2200, Denver, Colorado 80202 (the “Distributor”).
Shareholder Information Rule 22c-2 Agreement2 Agreement • April 30th, 2007 • Stewart W P & Co Growth Fund Inc
AGREEMENT entered into as of _____________ ___, 2007, by and between the W.P. Stewart & Co. Growth Fund, Inc. (the “Fund”) and [insert name of financial intermediary] (“Intermediary”) with an effective date of April 16, 2007. Prior to the effective date of this Agreement, the Fund and the Intermediary agree that any request made to the Intermediary by the Fund for Client-Shareholder transaction information, and the Intermediary’s response to such request, shall be governed by whatever practices the Fund and the Intermediary had utilized in the absence of a formal agreement, if any, to govern such requests.
BROKER DEALER SELLING AGREEMENTBroker Dealer • April 30th, 2007 • Stewart W P & Co Growth Fund Inc • Colorado
THIS BROKER DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“ADI”), a Colorado corporation having its principal place of business at 1625 Broadway, Suite 2200, Denver, Colorado 80202, and, __________________________________ a _________________________ company having its principal place of business at ____________________________________________________________ (hereinafter “Broker/Dealer”).
c/o W.P. Stewart & Co., Inc. New York, New York 10022 Attention: Treasurer RE: Second Amendment to Loan Agreement Ladies and Gentlemen:Stewart W P & Co Growth Fund Inc • May 2nd, 2005
Pursuant to a loan agreement dated April 29, 2003 (as amended, the “Loan Agreement”), State Street Bank and Trust Company (the “Bank”) has made available a $5,000,000 committed unsecured revolving line of credit (the “Committed Line”) to W.P. Stewart & Co. Growth Fund, Inc. (the “Borrower”), a Maryland corporation. Obligations of the Borrower with respect to Loans made pursuant to the Committed Line are evidenced by a promissory note dated April 29, 2003 in the original principal amount of $5,000,000 (the “Note”), executed by the Borrower to the order of the Bank. Capitalized terms not hereinafter defined shall have the same meanings as set forth in the Loan Agreement.
c/o W.P. Stewart & Co., Inc. New York, New York 10022 Attention: Treasurer RE: Fifth Amendment to Loan Agreement Ladies and Gentlemen:Stewart W P & Co Growth Fund Inc • April 28th, 2008
Pursuant to a loan agreement dated April 29, 2003 (as amended, the “Loan Agreement”), State Street Bank and Trust Company (the “Bank”) has made available a $5,000,000 committed unsecured revolving line of credit (the “Committed Line”) to W.P. Stewart & Co. Growth Fund, Inc. (the “Borrower”), a Maryland corporation. Obligations of the Borrower with respect to Loans made pursuant to the Committed Line are evidenced by a promissory note dated April 29, 2003 in the original principal amount of $5,000,000 (the “Note”), executed by the Borrower to the order of the Bank. Capitalized terms not hereinafter defined shall have the same meanings as set forth in the Loan Agreement.
Attention: Treasurer RE: Third Amendment to Loan Agreement Ladies and Gentlemen:Stewart W P & Co Growth Fund Inc • May 1st, 2006
Pursuant to a loan agreement dated April 29, 2003 (as amended, the “Loan Agreement”), State Street Bank and Trust Company (the “Bank”) has made available a $5,000,000 committed unsecured revolving line of credit (the “Committed Line”) to W.P. Stewart & Co. Growth Fund, Inc. (the “Borrower”), a Maryland corporation. Obligations of the Borrower with respect to Loans made pursuant to the Committed Line are evidenced by a promissory note dated April 29, 2003 in the original principal amount of $5,000,000 (the “Note”), executed by the Borrower to the order of the Bank. Capitalized terms not hereinafter defined shall have the same meanings as set forth in the Loan Agreement.
Investment Managers Series Trust 803 West Michigan Street Milwaukee, Wisconsin 53233Investment Managers Series Trust • October 19th, 2009
This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of [October 20], 2009, by and among Investment Managers Series Trust, a Delaware statutory trust (the “Trust”), on behalf of W.P. Stewart & Co. Growth Fund, a series thereof (the “Acquiring Fund”), and W.P. Stewart & Co. Growth Fund, Inc., a Maryland corporation (the “Acquired Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates the acquisition of all of the Assets of the Acquired Fund by the Acquiring Fund in exchange for (a) the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund and (b) the issuance and delivery by the Trust, on behalf of the Acquiring Fund, to the Acquired Fund, for distribution, in accordance with paragraph 1.4 of the Agreement, pro rata to the Acquired Fund Stockholders in exchange for the Acquired Fund Shares and in complete liq
April 21, 2009Stewart W P & Co Growth Fund Inc • April 30th, 2009
RULE 22c-2 ADDENDUMStewart W P & Co Growth Fund Inc • April 30th, 2007
This Addendum is made as of ________, 2006, between the ALPS Distributors, Inc. (“ADI”), and [Org Name] (“Intermediary”) as a supplement to the distribution and/or shareholder servicing agreement dated [effective date] (“Agreement”) between the aforementioned parties concerning the offering of each mutual fund portfolio contemplated in the Agreement (each a “Fund” or collectively the “Funds”). This Addendum has an effective date of [insert]. Prior to the effective date of this Addendum, the Intermediary agrees that any request made to the Intermediary by the Fund for shareholder transaction information, and the Intermediary’s response to such request, shall be governed by whatever practices the Fund and the Intermediary had utilized in the absence of a formal agreement, if any, to govern such requests.
c/o W.P. Stewart & Co., Inc. New York, New York 10022 Attention: Treasurer RE: Fourth Amendment to Loan Agreement Ladies and Gentlemen:Stewart W P & Co Growth Fund Inc • April 30th, 2007
Pursuant to a loan agreement dated April 29, 2003 (as amended, the “Loan Agreement”), State Street Bank and Trust Company (the “Bank”) has made available a $5,000,000 committed unsecured revolving line of credit (the “Committed Line”) to W.P. Stewart & Co. Growth Fund, Inc. (the “Borrower”), a Maryland corporation. Obligations of the Borrower with respect to Loans made pursuant to the Committed Line are evidenced by a promissory note dated April 29, 2003 in the original principal amount of $5,000,000 (the “Note”), executed by the Borrower to the order of the Bank. Capitalized terms not hereinafter defined shall have the same meanings as set forth in the Loan Agreement.
