AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • April 1st, 2019 • SCM Trust • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of [______], 2019, among (i) SCM TRUST, a Massachusetts business trust, on behalf of the Shelton Tactical Credit Fund (the “Acquiring Fund”), a series of SCM Trust, (ii) INVESTMENT MANAGERS SERIES TRUST II, a Delaware statutory trust (“IMST II”), on behalf of the Cedar Ridge Unconstrained Credit Fund (the “Acquired Fund”), a series of IMST II (SCM Trust and IMST II are each sometimes referred to herein as an “Investment Company” and collectively as “Investment Companies,” and the Acquiring Fund and Acquired Fund are sometimes referred to herein, collectively, as the “Funds”), and (iii) CCM Partners, LP, a California limited partnership d/b/a Shelton Capital Management (“Shelton Capital Management”), solely with respect to paragraph 7. Notwithstanding anything to the contrary contained herein, (1) the agreements, covenants, representations, warranties, actions, and obligations of and by the Funds, and of and by each
