APPENDIX A FORM OF AGREEMENT AND PLAN OF REORGANIZATIONForm of Agreement and Plan of Reorganization • September 4th, 2009 • Investment Managers Series Trust • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this ___ day of __________, 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”).
