The Berwyn Funds, Inc. 1189 Lancaster Avenue Berwyn, Pennsylvania 19312Agreement and Plan of Reorganization • February 22nd, 2016 • Investment Managers Series Trust
This opinion is furnished to you pursuant to Paragraphs IX(h) and X(f) of the Agreement and Plan of Reorganization (the “Agreement”), dated as of [ ], among Investment Managers Series Trust, a Delaware statutory trust (the “Acquiring Company”), on behalf of each of its series listed as an acquiring fund in Section 1.02 of the Agreement (each, an “Acquiring Fund”), and The Berwyn Funds, Inc., a Delaware statutory trust (the “Acquired Company”), on behalf each of its series listed as an acquired fund in Section 1.02 of the Agreement (each, an “Acquired Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates (1) the transfer of all the Acquired Assets of each Acquired Fund to the corresponding Acquiring Fund in exchange for (a) the issuance by the Acquiring Company, on behalf of the applicable Acquiring Fund, to the corresponding Acquired Fund of the number of Acquiring Company Shares of the applicable Acqu
