APPENDIX A FORM OF AGREEMENT AND PLAN OF REORGANIZATIONAgreement 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”).
Investment Managers Series Trust 803 West Michigan Street Milwaukee, Wisconsin 53233Agreement and Plan of Reorganization • October 19th, 2009 • Investment Managers Series Trust
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
