N-14

Filed with the Securities and Exchange Commission on September 4, 2009

1933 Act Registration File No.   333-________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

[      ]Pre-Effective Amendment No.	___
[      ] Post-Effective Amendment No.	___

(Check appropriate box or boxes.)

INVESTMENT MANAGERS SERIES TRUST

(Exact Name of Registrant as Specified in Charter)

803 West Michigan Street

Milwaukee, WI  53233

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code:  (414) 299-2295

Constance Dye Shannon

UMB Fund Services, Inc.

803 West Michigan Street

Milwaukee, WI 53233

(Name and Address of Agent for Service)

Copy to:

Michael Glazer

Bingham McCutchen LLP

355 South Grand Avenue, Suite 4400

Los Angeles, CA 90071

Approximate Date of Proposed Public Offering: As soon as practicable after the Registration Statement becomes effective under the Securities Act of 1933.

It is proposed that this filing will become effective on ________ pursuant to Rule 488.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

An indefinite number of Registrant’s shares of beneficial interest, par value $0.01 per share, has been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.  Accordingly, no filing fee is being paid at this time.

W.P. Stewart & Co. Growth Fund, Inc.

527 Madison Avenue

New York, NY  10022

(212) 750-8585

___________________, 2009

Dear Valued Stockholder:

A Special Meeting of Stockholders of the W.P. Stewart & Co. Growth Fund, Inc. (the “Target Fund”), has been scheduled for November 24, 2009 (the “Special Meeting”), to vote on a proposal (the “Reorganization”) to reorganize the Target Fund into the W.P. Stewart & Co. Growth Fund (the “Acquiring Fund”), a newly created series of Investment Managers Series Trust (“IMST”) that is designed to be similar from an investment perspective to the Target Fund.  W.P. Stewart & Co., Inc. (the “Advisor”) is the investment advisor for the Target Fund and the Acquiring Fund.

The reason for the Reorganization is to try to reduce the annual operating expenses of the Target Fund.  The Target Fund believes that by reorganizing into a series of IMST, it may be possible to reduce certain expenses.  IMST, a multi-advisor, multi-fund complex, is larger than the Target Fund, and certain operating expenses of the Acquiring Fund would be shared across the larger pool of assets of the various funds comprised by IMST.

The investment objective, policies and strategies of the Acquiring Fund and Target Fund are substantially similar, as further described in the attached Proxy Statement/Prospectus.  For the reasons discussed below and in the attached Proxy Statement/Prospectus, based on the Advisor’s recommendation, the Board of Directors of the Target Fund (the “Board”) has approved the Reorganization and the solicitation of stockholders for their approval of the Reorganization.

If the Agreement and Plan of Reorganization between the Target Fund and IMST regarding the proposed Reorganization (the “Plan”) is approved by stockholders, each stockholder of the Target Fund will receive a number of full and fractional shares of the corresponding share class of the Acquiring Fund equal in number and dollar value to the Target Fund shares that the stockholder owns at the time of the Reorganization.  In other words, your shares in the Target Fund would in effect be converted into the shares of the Acquiring Fund of the same value.  The Acquiring Fund is a newly organized fund that will commence operations upon consummation of the Reorganization.  The Target Fund would then be dissolved.  The Reorganization is not expected to have any federal or state tax consequences for the Target Fund or its stockholders.  No sales charges or redemption fees will be imposed in connection with the Reorganization, and it is not expected that the Acquiring Fund or its service providers will require Target Fund stockholders to complete any additional forms or other documentation in order to receive Acquiring Fund shares as part of the Reorganization.  The attached Proxy Statement/Prospectus is designed to give you more information about the proposal.

If stockholders of the Target Fund do not approve the Plan, then the Reorganization will not be implemented.

If you have any questions regarding the proposal to be voted on, please do not hesitate to call (212) 750-8585.  If you are a stockholder of record of the Target Fund as of the close of business on October 7, 2009, the Record Date for the Special Meeting, you are entitled to vote at the Special Meeting and at any postponement or adjournment thereof.  While you are, of course, welcome to join us at the Special Meeting, we expect that most stockholders will authorize a proxy and cast their votes by filling out and signing the enclosed Proxy Card.

Whether or not you are planning to attend the Special Meeting, we need your vote.  Please mark, sign and date the enclosed Proxy Card and promptly return it in the enclosed, postage-paid envelope so that the maximum number of shares may be voted.  In the alternative, please call the toll-free number on your proxy card to authorize a proxy to vote by telephone.  You should use the enclosed instructions to vote by telephone.  You can also authorize a proxy to vote on the Internet at the website address listed on your proxy ballot.  You may revoke your proxy before it is exercised at the Special Meeting, either by writing to the Secretary of the Target Fund at the address noted in the Proxy Statement/Prospectus or in person at the time of the Special Meeting.  A prior proxy vote can also be revoked by submitting a proxy at a later date through the toll-free number or the Internet address listed in the enclosed voting instructions.

Thank you for taking the time to consider this important proposal and for your continuing investment in the W.P. Stewart & Co. Growth Fund, Inc.

Sincerely,

W.P. Stewart & Co. Growth Fund, Inc.

By: ____________________________________________

Rocco Macri

President

W.P. Stewart & Co. Growth Fund, Inc.

527 Madison Avenue

New York, NY  10022

(212) 750-8585

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD NOVEMBER 24, 2009.

W.P. Stewart & Co. Growth Fund, Inc., a Maryland Corporation (the “Target Fund”), will hold a Special Meeting of Stockholders (the “Special Meeting”) on November 24, 2009 at _________ a.m., Eastern time, at the offices of W.P. Stewart & Co., Inc., 527 Madison Avenue, New York, NY 10022.  At the Special Meeting, you and the other stockholders of the Target Fund will be asked to consider and vote upon:

An Agreement and Plan of Reorganization providing for the transfer of all of the assets of the Target Fund to the W.P. Stewart & Co. Growth Fund (the “Acquiring Fund”), a newly created series of Investment Managers Series Trust, in exchange for (a) the Acquiring Fund’s shares, which would be distributed pro rata by the Target Fund to the holders of its shares in complete liquidation of the Target Fund, and (b) the Acquiring Fund’s assumption of all or substantially all of the liabilities of the Target Fund.

Only stockholders of record at the close of business on October 7, 2009, the record date for this Special Meeting, will be entitled to notice of, and to vote at, the Special Meeting or any postponements or adjournments thereof.

YOUR VOTE IS IMPORTANT.

Please return your Proxy Card promptly or authorize your proxy on the Internet or by telephone using the website address and toll-free telephone number found on your Proxy Card.

As a stockholder, you are asked to attend the Special Meeting either in person or by proxy.  If you are unable to attend the Special Meeting in person, we urge you to authorize proxies to cast your votes, commonly referred to as “proxy voting”.  Whether or not you expect to attend the Special Meeting, please submit your vote by toll-free telephone or through the Internet according to the enclosed voting instructions.  You may also vote by completing, dating and signing your proxy card and mailing it in the enclosed postage prepaid envelope.  Your prompt voting by proxy will help assure a quorum at the Special Meeting.  Voting by proxy will not prevent you from voting your shares in person at the Special Meeting.  You may revoke your proxy before it is exercised at the Special Meeting, either by writing to the Secretary of the Target Fund at the address noted in the Proxy Statement/Prospectus or in person at the time of the Special Meeting.  A prior proxy can also be revoked by voting your proxy at a later date through the toll-free number or Internet website address listed in the enclosed voting instructions or submitting a later dated proxy card.

By Order of the Board of Directors of W.P. Stewart & Co. Growth Fund, Inc.

Seth L. Pearlstein

Secretary

W.P. Stewart & Co. Growth Fund, Inc.

W.P. Stewart & Co. Growth Fund, Inc.

527 Madison Avenue

New York, NY  10022

(212) 750-8585

QUESTIONS AND ANSWERS

YOUR VOTE IS VERY IMPORTANT!

Dated: ______________________________, 2009

Question:  What is this document and why did you send it to me?

Answer:  The attached document is a proxy statement to solicit votes from stockholders of the W.P Stewart & Co. Growth Fund, Inc. (the “Target Fund”) and a prospectus for a new series of Investment Managers Series Trust (“IMST”), the W.P. Stewart & Co. Growth Fund (the “Acquiring Fund”), together constituting a combined proxy/prospectus (the “Proxy Statement”).  The Proxy Statement is being provided to you by the Target Fund and IMST in connection with the solicitation of proxies to vote to approve the Agreement and Plan of Reorganization between the Target Fund and IMST (the form of which is attached as Appendix A) (the “Plan”) regarding the proposed reorganization of the Target Fund into the Acquiring Fund (the “Reorganization”) at the special meeting of the Target Fund’s stockholders (“Special Meeting”).  The Proxy Statement contains the information that stockholders of the Target Fund should know before voting on the Plan.

Stockholder approval is needed to proceed with the Reorganization, and the Special Meeting will be held on November 24, 2009 to consider it.  If stockholders of the Target Fund do not approve the Plan, then the Reorganization will not be implemented.

We are sending this document to you for your use in deciding whether to approve the Plan at the Special Meeting.  This document includes a Notice of Special Meeting of Stockholders, the Proxy Statement and a Proxy Card.

Question:  What is the purpose of the Reorganization?

Answer:  Operating the Target Fund is relatively expensive in light of the current and anticipated size of the Target Fund.  In fact, the Advisor has been subsidizing the costs of operating the Fund.  It is uncertain whether the Advisor will always continue to subsidize the Target Fund and, if it stopped doing so, the expenses of the Target Fund could increase.  The Board of Directors, which recommends approving this Reorganization, believes that this Reorganization may reduce the expenses of operating the Fund.  As further described in the Proxy Statement, the Acquiring Fund has substantially similar investment objectives, policies and strategies, as well as the same investment advisor, as the Target Fund.

Question:  How will the Reorganization work?

Answer:  Subject to your approval, pursuant to the Plan, the Target Fund will transfer all of its assets to the Acquiring Fund in return for shares of the Acquiring Fund and the Acquiring Fund’s assumption of all or substantially all of the Target Fund’s liabilities.  The Target Fund will then distribute the shares it receives from the Acquiring Fund to its stockholders.  Stockholders of the Target Fund will become stockholders of the Acquiring Fund, and immediately after the Reorganization each stockholder will hold the same number of shares in the corresponding class of the Acquiring Fund with the same net asset value per share as he or she held immediately prior to the Reorganization.   The total value of the Acquiring Fund shares that you receive in the Reorganization will be the same as the total value of the shares of the Target Fund that you held immediately before the Reorganization.  Subsequently, the Target Fund will be liquidated and dissolved.

If the Plan is carried out as proposed, we do not expect that the transaction will have any federal or state tax consequences to the Target Fund or its stockholders.  Please refer to the Proxy Statement for a detailed explanation of the proposal.  If the Plan is approved by stockholders of the Target Fund at the Special Meeting, the Reorganization currently is expected to be effective on or about November 30, 2009.

Question:  How will this affect my investment?

Answer:  Your investment is not expected to be affected by the Reorganization.  Following the Reorganization, you will be a stockholder of the Acquiring Fund, which has a substantially similar investment objective and investment strategies, as well as the same investment advisor, as the Target Fund.  The Acquiring Fund’s investments will be managed in the same way as the Target Fund.  The primary differences between the Funds will be (1) the identity of the service providers that provide third party service arrangements (i.e., custody, administrative, transfer agent and other general support services) to the Acquiring Fund, (2) the Acquiring Fund will be under the IMST umbrella, and (3) the Acquiring Fund’s board of trustees will be different than the Target Fund’s board of directors.  You will receive shares of the Acquiring Fund equal in value as of the Reorganization closing date to shares of the Target Fund you hold at the time of the Reorganization.  The Reorganization will not affect the value of your investment at the time of Reorganization and your interest in the Target Fund will not be diluted.  The Reorganization is expected to be tax-free to the Target Fund and its stockholders.

Question:  How will the proposed Reorganization affect the fees and expenses I pay as a stockholder of the Target Fund?

Answer:  Immediately following the Reorganization, it is expected that the expenses of third party service arrangements will decrease.  However, because the Acquiring Fund will be subject to the same expense cap as the Target Fund and fees and expenses will still be above this expense cap, there will not be an initial reduction in the net fees and expenses of the Acquiring Fund.  However, if the assets of the Acquiring Fund grow and its total expenses fall below the current expense cap, then any reduction in the cost of third party service arrangements (or other expenses) would reduce the net expenses of the Acquiring Fund.

In addition, for stockholders that are retirement accounts, we expect the maintenance fees for the fund-appointed trustee acting for such accounts to be lower for the Acquiring Fund.  Currently such stockholders of the Target Fund pay a $120 annual fee which will be reduced to $15 per year. A redemption fee of $15 for retirement accounts will still be charged; however, the current $75 fee to close a retirement account will not be applicable for the Acquiring Fund.  While no changes to these fees are currently anticipated, they are subject to change by the Acquiring Fund in the future.

Question:  Will I be charged a sales charge or contingent deferred sales charge (CDSC) as a result of the Reorganization?

Answer:  No sales charge, CDSC or redemption fees will be imposed to any stockholders as a result of the Reorganization.

Question:  What will happen if the Plan is not approved?

Answer:  If stockholders of the Target Fund fail to approve the Plan, the Target Fund will not be reorganized into the Acquiring Fund.

Question:  Why do I need to vote?

Answer:  Your vote is needed to ensure that a quorum is present at the Special Meeting so that the proposal can be acted upon. Your immediate response on the enclosed Proxy Card will help prevent the need for any further solicitations for a stockholder vote, which will result in additional expenses.  Your vote is very important to us regardless of the amount of shares you own.

Question:  What action has the Board of Directors taken?

Answer:  After careful consideration and upon the recommendation of the Advisor, the Board has approved the Reorganization and authorized the solicitation of proxies “FOR” the Plan.

Question:  Who is paying for expenses related to the Special Meeting and the Reorganization?

Answer:  The Advisor and an affiliate of IMST have agreed to pay (as apportioned between themselves as they may agree) all costs relating to the proposed Reorganization, including the costs relating to the Special Meeting and the Proxy Statement.  The Target Fund will not incur any expenses in connection with the Reorganization.

Question:  How do I cast my vote?

Answer:  You may authorize your proxy to vote on the Internet at the website provided on your Proxy Card or you may vote by telephone using the toll free number found on your Proxy Card.  You may also use the enclosed postage-paid envelope to mail your Proxy Card.  Please follow the enclosed instructions to use these methods of authorization.  We encourage you to authorize your proxy to vote by telephone or via the Internet. Use of telephone or Internet voting will reduce the time and costs associated with this proxy solicitation.

Question:  Whom do I call if I have questions?

Answer:  We will be happy to answer your questions about the proxy solicitation.  Please contact the Advisor at (212) 750-8585.

COMBINED PROXY STATEMENT AND PROSPECTUS

______________, 2009

FOR THE REORGANIZATION OF

W.P. Stewart & Co. Growth Fund, Inc.

527 Madison Avenue

New York, NY  10022

(212) 750-8585

INTO

W.P. Stewart & Co. Growth Fund,

a series of Investment Managers Series Trust

803 West Michigan Street

Milwaukee, WI 53233

[PHONE NUMBER]

_________________________________________

This Combined Proxy Statement and Prospectus (this “Proxy Statement”) is being sent to you in connection with the solicitation of proxies by the Board of Directors of W.P. Stewart & Co. Growth Fund, Inc. (the “Target Fund”), managed by W.P. Stewart & Co., Inc. (the “Advisor”), for use at a Special Meeting of Stockholders (the “Special Meeting”), to be held at the offices of the Advisor, 527 Madison Avenue, New York, New York 10022, on November 24, 2009 at ____ a.m. Eastern time.  At the Special Meeting, stockholders of the Target Fund will be asked:

To approve an Agreement and Plan of Reorganization providing for the transfer of all of the assets of the Target Fund to the W.P. Stewart & Co. Growth Fund (the “Acquiring Fund”), a newly created series of Investment Managers Series Trust (“IMST”), in exchange for (a) the Acquiring Fund’s shares, which would be distributed pro rata by the Target Fund to the holders of its shares in complete liquidation of the Target Fund, and (b) the Acquiring Fund’s assumption of all or substantially all of the liabilities of the Target Fund (the “Reorganization”).

Stockholders who execute proxies may revoke them at any time before they are voted, either by writing to the Target Fund, in person at the time of the Special Meeting, by voting the proxy at a later date through the toll-free number or through the Internet address listed in the enclosed voting instructions or by submitting a later dated Proxy Card.

The Target Fund is an open-end management investment company registered with the Securities and Exchange Commission (the “SEC”) and organized as a Maryland corporation.  The Acquiring Fund is a newly created series of IMST, also an open-end management investment company registered with the SEC and organized as a Delaware statutory trust.

The following Target Fund document has been filed with the SEC and is incorporated by reference into this Proxy Statement (that means that this document is considered legally to be part of this Proxy Statement):

● Prospectus of the Target Fund, dated April 30, 2009;

That document, the Statement of Additional Information of the Target Fund, dated April 30, 2009, the Annual Report to Stockholders of the Target Fund for the fiscal year ended December 31, 2008, containing audited financial statements, and the Semi-Annual Report to Stockholders of the Target Fund, dated June 30, 2009, containing unaudited interim financial statements, are available upon request and without charge by writing to the Target Fund or by calling (212) 750-8585.

The following Acquiring Fund documents have been filed with the SEC and are incorporated by reference into this Proxy Statement (that means that these documents are considered legally to be part of this Proxy Statement):

● Prospectus and Statement of Additional Information of the Acquiring Fund, dated ___________________, 2009.

The Acquiring Fund’s prospectus dated _____________, 2009 is included in the same envelope as this combined proxy statement and prospectus.  The Acquiring Fund’s Statement of Additional Information dated ______________, 2009 is available upon request and without charge by writing to IMST or by calling (xxx) xxx-xxxx.  Because the Acquiring Fund has not yet commenced operations as of the date of this Proxy Statement, no annual or semi-annual report is available for the Acquiring Fund at this time.

This Proxy Statement sets forth the basic information you should know before voting on the proposal.  You should read it and keep it for future reference.  Additional information is set forth in the Statement of Additional Information dated ___________, 2009 relating to this Proxy Statement, which is also incorporated by reference into this Proxy Statement.  The Statement of Additional Information is available upon request and without charge by calling [phone number].

The Target Fund expects that this Proxy Statement will be mailed to stockholders on or about _______________, 2009.

Date: ____________________, 2009

THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES NOR HAS IT PASSED ON THE ACCURACY OR ADEQUACY OF THIS COMBINED PROXY STATEMENT AND PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The shares offered by this Combined Proxy Statement and Prospectus are not deposits or obligations of any bank, and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.  An investment in the Acquiring Fund involves investment risk, including the possible loss of principal.

TABLE OF CONTENTS

A.	OVERVIEW	2
B.	COMPARISONFEE TABLE AND EXAMPLES	3
C.	SUMMARYOF FUND INVESTMENT OBJECTIVES, STRATEGIES, AND RISKS	4
D.	COMPARISONOF DISTRIBUTION AND PURCHASE AND REDEMPTION PROCEDURES	7
E.	KEYINFORMATION ABOUT THE PROPOSAL	7
1.	SUMMARY OFTHE PROPOSED REORGANIZATION	7
2.	DESCRIPTION OFTHE ACQUIRING FUND’S SHARES	8
3.	REASONS FORTHE REORGANIZATION	9
4.	FEDERAL INCOMETAX CONSEQUENCES	10
5.	COMPARISON OFFORMS OF ORGANIZATION AND STOCKHOLDER RIGHTS	11
6.	CAPITALIZATION	12
F.	ADDITIONALINFORMATION ABOUT THE FUNDS	12
1.	PAST PERFORMANCEOF THE TARGET FUND	12
2.	SERVICE PROVIDERS	12
II.	VOTINGINFORMATION	12
A.	GENERAL INFORMATION	12
B.	METHODAND COST OF SOLICITATION	12
C.	RIGHTOF REVOCATION	12
D.	VOTINGSECURITIES AND PRINCIPAL HOLDERS	12
E.	INTERESTOF CERTAIN PERSONS IN THE TRANSACTION	12
III.	MISCELLANEOUSINFORMATION	12
A.	OTHERBUSINESS	12
B.	NEXTMEETING OF STOCKHOLDERS	12
C.	LEGALMATTERS	12
D.	EXPERTS	12
E.	INFORMATIONFILED WITH THE SEC	12
APPENDIX A – Form of Agreement and Plan of Reorganization		A-1

I. PROPOSAL – TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION

A. OVERVIEW

Based on the Advisor’s recommendation, the Board of Directors of the Target Fund (the “Board”) called the Special Meeting to ask stockholders to consider and vote on the proposed reorganization of the Target Fund into the Acquiring Fund (each sometimes referred to below as a “Fund”).  The Board (including a majority of the independent directors, meaning those directors who are not “interested persons” of the Fund as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) believes that the Reorganization is in the best interests of the Target Fund and its stockholders.  The Board considered the approval of the Reorganization at Board meetings held on June 5, 2009 and September 1, 2009 and approved the Reorganization at a Board meeting held on September 1, 2009, subject to the approval of the Target Fund’s stockholders.

The reason for the Reorganization is to try to reduce the annual operating expenses of the Fund.  The Target Fund believes that by reorganizing the Fund into a series of Investment Managers Series Trust (“IMST”), it may be possible to reduce certain expenses.  The Advisor will continue to act as investment adviser to the Acquiring Fund and its investment objective, policies and strategies will be substantially similar to the Target Fund’s.  IMST, a multi-advisor, multi-fund complex, is larger than the Target Fund, and certain operating expenses of the Acquiring Fund would be shared across the larger pool of assets of the various funds comprised by IMST.

In order to reconstitute the Target Fund under the IMST umbrella, a substantially similar fund, referred to as the “Acquiring Fund,” has been created as a new series of IMST.  If stockholders approve the Reorganization, then all of the assets of the Target Fund will be acquired by the Acquiring Fund and your shares of the Target Fund will be effectively converted into shares of the Acquiring Fund.  The investment objective, policies and strategies of the Target Fund and Acquiring Fund are substantially similar.  Third party services such as administration, distribution, fund accounting, transfer agency and custody (“Third Party Services Arrangements”) would then be provided to the Acquiring Fund by Mutual Fund Administration Corporation (“MFAC”), UMB Fund Services, Inc. (“UMBFS”) and its affiliates.  The Advisor will not change.  Therefore, the Reorganization will not change the way your investment assets are managed.  The Board of Trustees of IMST, however, is different from the Board.

The Target Fund believes that the Reorganization will constitute a tax-free reorganization for federal income tax purposes.  The Target Fund and IMST will receive an opinion from tax counsel to IMST to such effect.  Assuming that the Reorganization qualifies as a tax-free reorganization for federal tax purposes, stockholders will not recognize any gain or loss on Target Fund shares for federal income tax purposes as a result of the Reorganization. Furthermore, the Target Fund will not pay for the costs of the Reorganization and the Special Meeting.  The Advisor and an affiliate of IMST will bear (as apportioned between themselves as they may agree) the costs associated with the Reorganization, Special Meeting, and solicitation of proxies, including the expenses associated with preparing and filing the registration statement that includes this Proxy Statement and the cost of copying, printing and mailing proxy materials.  In addition to solicitations by mail, the Advisor also may solicit proxies, without special compensation, by telephone, facsimile or otherwise.

The Board, including a majority of the directors who are not interested persons of the Target Fund, believes that the terms of the Reorganization are fair and reasonable and that the interests of existing stockholders of the Target Fund will not be diluted as a result of the proposed Reorganization.  In approving the Reorganization, the Board considered, among other things, that: (1) the Reorganization was recommended by the Advisor; (2) the investment objective, policies and strategies of the Acquiring Fund are substantially similar to those of the Target Fund; (3) the Acquiring Fund will continue to be managed by the Advisor; (4) the Target Fund will not bear the cost of the Reorganization; (5) the stockholders of the Target Fund would likely not experience any tax consequences as a result of the Reorganization and (6) the operating expenses and stockholder fees and expenses of the Acquiring Fund are not expected to be higher than those of the Target Fund and that the operating expenses may be lower.

Based on the Advisor’s recommendation, the Board approved the solicitation of the stockholders of the Target Fund to vote “FOR” the approval of the Agreement and Plan of Reorganization (the “Plan”), the form of which is attached to this Proxy Statement in Appendix A.

B. COMPARISON FEE TABLE AND EXAMPLES

The following Summary of Target Fund Expenses shows the fees for the Target Fund based on the Target Fund’s fiscal year ended December 31, 2008.  As the Acquiring Fund has not yet commenced operations as of the date of this Proxy Statement, the Summary of Fund Expenses shown for the Acquiring Fund are estimates.

Fees and Expenses	W.P. Stewart & Co. Growth Fund, Inc. Target Fund	W.P. Stewart & Co. Growth Fund Acquiring Fund (Pro forma)
Stockholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed On Purchases (as a percentage of the offering price)	None	None
Maximum Deferred Sales Charge (Load) Imposed on Redemptions (as a percentage of the purchase or sale price, whichever is less)	None	None
Redemption Fee(1) (as a percentage of amount redeemed)	1.00%	1.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fee	1.00%	1.00%
Distribution and/or Service (Rule 12b-1) Fees	None	None
Other Expenses(2)	1.19%	0.64%
Total Annual Fund Operating Expenses(2)	2.19%	1.64%
Fee Waiver and Expense Reimbursement(2)	(0.70%)	(0.15%)
Net Expenses(2)	1.49%	1.49%

(1) The redemption fee is charged only if you redeem your shares within sixty days after the date of purchase of such shares. The redemption fee does not apply to shares that are acquired by reinvestment of dividends or other distributions of the Fund. In addition, the Fund may waive such redemption fee where such shares are purchased through or held in a vehicle where the vehicle sponsor has demonstrated to the Fund that either (a) a similar type of fee is imposed or (b) as determined by the Fund, short-term trading is otherwise adequately prohibited, prevented or deterred.

(2) Effective as of January 1, 2009 the Advisor has contractually agreed to pay or reimburse the Target Fund for all operating expenses of the Target Fund so that the ratio of net expenses to average net assets does not exceed 1.49% on an annualized basis. Such agreement is effective until April 30, 2010, and may be extended by mutual agreement of the Advisor and the Target Fund for successive terms.  Similarly, effective as of the closing of the Reorganization, the Advisor has contractually agreed to pay or reimburse the Acquiring Fund for all operating expenses of the Acquiring Fund so that the ratio of net expenses to average net assets does not exceed 1.49% on an annualized basis. Such agreement is effective until December 31, 2010, and may be extended by mutual agreement of the Advisor and the Acquiring Fund for successive terms.

Example

The Example below is intended to help you compare the cost of investing in the Target Fund with the estimated cost of investing in the Acquiring Fund on a pro forma basis.  The Example assumes that you invest $10,000 in each Fund and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% annual return, that the Fund’s Total Annual Fund Operating Expenses and Net Expenses remain as stated in the previous table and that distributions are reinvested. Although your actual costs may be higher or lower, based on these assumptions, your costs would be as follows, if you redeem your shares:

	Estimated Cost
	One Year	Three Years	Five Years	Ten Years
Target Fund	$153	$600	$1,098	$2,469
Acquiring Fund (Pro forma)	152	503	878	1,931

The dollar amounts in the example above reflect the contractual expense reimbursement agreement to limit the Target Fund’s Total Annual Fund Operating Expenses through April 30, 2010 and the Acquiring Fund’s Total Annual Fund Operating Expenses through December 31, 2010, as described above. The amount of expenses you would pay would be the same whether or not you redeem your shares at the end of the period.

C.           SUMMARY OF FUND INVESTMENT OBJECTIVES, STRATEGIES, AND RISKS

Comparison of Investment Objectives, Strategies, and Risks

The Funds have substantially similar investment objectives, strategies and policies.  The investment objective of each Fund is to earn capital gains for stockholders.  The Target Fund’s and the Acquiring Fund’s investment objective is non-fundamental, which means it may be changed by a vote of the Board or IMST’s board of trustees, respectively, without stockholder approval upon a 60-day prior written notice to stockholders.  There is no current intention to change the Acquiring Fund’s investment objective.  Each Fund seeks to achieve its investment objective by using the following strategies:

Target Fund and Acquiring Fund

Investment Strategy

W.P. Stewart & Co. Growth Fund, Inc. (Target Fund) and W.P. Stewart & Co. Growth Fund, a series of IMST (Acquiring Fund)

The Fund’s investment objective is to earn capital gains for stockholders. The Fund normally invests primarily in common stocks listed on the New York Stock Exchange, but also invests, from time to time, in common stocks listed on other U.S. stock exchanges, in common stocks traded through The NASDAQ Stock Market Inc. (“NASDAQ”) and on international exchanges. The Fund permits investors to participate in a professionally-managed portfolio consisting primarily of stocks of growth businesses based in the U.S. The Advisor employs an appraisal method which attempts to measure each prospective company’s quality and growth rate by numerous criteria. Such criteria include: the company’s record and projections of profit and earnings growth, accuracy and availability of information with respect to the company, success and experience of management, accessibility of management to the Advisor, product lines and competitive position both in the U.S. and abroad, lack of cyclicality, large market capitalization and liquidity of the company’s securities. These results are compared to the general stock markets to determine the relative attractiveness of each company at a given moment. The Advisor weighs economic, political and market factors in making investment decisions; this appraisal technique attempts to measure each investment candidate not only against other stocks of the same industry group, but also against a broad spectrum of investments. No method of fundamental or technical analysis, including that employed by the Advisor, has been proven to provide a guaranteed rate of return adjusted for investment risk.

The Fund invests in a relatively small number of individual stocks. To enable it to do so, the Fund technically is classified as “non-diversified.” It may invest more than 5% of the value of its assets in the securities of a company and may acquire more than 10% of the voting securities of a company (subject to certain limitations under the Internal Revenue Code).

The Acquiring Fund has substantially similar investment policies as the Target Fund, except for the difference between the Funds’ respective non-fundamental policies regarding investment in the securities of other investment companies, as described below.

Target Fund versus Acquiring Fund	Non-Fundamental Policy Regarding Investment Company Investments
W.P. Stewart & Co. Growth Fund, Inc. (Target Fund)	The Fund does not intend to invest in the securities of other investment companies.
W.P. Stewart & Co. Growth Fund, a series of IMST (Acquiring Fund)	To provide maximum flexibility for the management of the Fund’s cash positions, the Fund may invest in securities of other investment companies that invest primarily in securities of the type in which the Fund may invest directly to the extent permitted in the 1940 Act.  Under the 1940 Act, a Fund may invest its assets in any investment company, as long as the Fund and its affiliated persons own no more than 3% of the outstanding voting stock of the acquired investment company and the Fund complies with certain additional restrictions.  This restriction may not apply to the Fund’s investments in money market mutual funds and affiliated funds (i.e. other series of the Trust), if the Fund’s investments fall within the exceptions set forth under the SEC rules.  As a stockholder in an investment company, a Fund will bear its ratable share of that investment company’s expenses and would remain subject to payment of the Fund’s investment management fees with respect to the assets so invested.  Stockholders would therefore be subject to duplicative expenses to the extent the Fund invests in other investment companies.  In addition, the securities of other investment companies may be leveraged.  The NAV and market value of leveraged shares will be more volatile and the yield to holders of common stock in such leveraged investment companies will tend to fluctuate more than the yield generated by unleveraged shares.

Investment in the Acquiring Fund is subject to substantially similar principal investment risks as investment in the Target Fund.  As with all mutual funds, the Acquiring Fund, like the Target Fund, may expose stockholders to certain market risks that could cause stockholders to lose money, particularly a sudden decline in a holding’s share price or market value or an overall decline in the stock or bond markets or circumstances affecting the Fund.  Each Fund is subject to the following principal investment risks:

Target Fund and Acquiring Fund

Principal Investment Risks

W.P. Stewart & Co. Growth Fund, Inc. (Target Fund) and

The price of the Fund’s shares may go up or down, and may be more volatile than shares of a fund investing in fixed income or money market securities. The prices of common stocks tend to rise and fall more dramatically than other types of investments. These price movements may result from economic, political, regulatory and other factors affecting the issuer, the issuer’s geographic region, the issuer’s industry, stock markets in general or particular sectors of stock markets. Large-cap stocks, for example, can react differently than small- or mid-cap stocks.

W.P. Stewart & Co. Growth Fund, a series of IMST (Acquiring Fund) The price of growth stocks may be particularly volatile. Since the issuers of such stocks usually reinvest a high portion of earnings in their own businesses, they may lack the dividend yield associated with value stocks that can cushion total return in a declining market. Also, growth stocks tend to be more expensive relative to their earnings or assets, especially compared to “value” stocks. Because investors buy growth stocks based on their expected earnings growth, earnings disappointments often result in sharp price declines.   Because the Fund invests in a relatively small number of individual stocks, the risks of investing in the Fund are greater than the risks of investing in a more widely diversified fund. To the extent that the Fund invests a relatively high percentage of its assets in securities of a limited number of companies, the Fund may be more susceptible than would a more widely diversified fund to any single economic, political or regulatory occurrence or to changes in a particular company’s financial condition or in the market’s assessment of the company.

D.           COMPARISON OF DISTRIBUTION AND PURCHASE AND REDEMPTION PROCEDURES

The Target Fund currently uses ALPS Distributors, Inc., as its exclusive agent for distribution of shares.  If stockholders approve the Reorganization, the Acquiring Fund will use Grand Distribution Services as its Distributor (the “Distributor”).  The Distributor is obligated to sell the shares of the Acquiring Fund on a best efforts basis only against purchase orders for the shares. Shares of the Target Fund are, and shares of the Acquiring Fund will be, offered to the public on a continuous basis at the relevant NAVs.   The Distributor is a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”).

The Funds have similar purchase and redemption procedures.  Shares of each Fund are offered at the NAV per share of the Fund, computed after the purchase order and monies are received by the Fund’s transfer agent or certain financial intermediaries and their agents that have made arrangements with the Fund and are authorized to buy and sell shares of the Fund (collectively, “Financial Intermediaries”).

Shares of each Fund are redeemed at a price equal to the NAV for the relevant class next determined after the Fund’s transfer agent receives a redemption request in good order less any applicable redemption fee. A redemption request cannot be processed on days the New York Stock Exchange is closed. Each Fund may redeem the shares in an account if the total value of the account falls below $2,500 (excluding qualified retirement accounts) due to redemptions after giving stockholders at least 30 days’ prior written notice of this redemption to give them an opportunity to increase the value of their account above this minimum.  Additionally, each Fund has also reserved the right to redeem shares “in kind.”

Additional stockholder account information for each Fund is available in its respective prospectus, which is incorporated by reference.

E.           KEY INFORMATION ABOUT THE PROPOSAL

The following is a summary of key information concerning the proposed Reorganization.  Keep in mind that more detailed information appears in the Plan, a copy of the form of which is attached to this Proxy Statement in Appendix A, and in the prospectuses and statements of additional information incorporated by reference into this Proxy Statement.

1.  SUMMARY OF THE PROPOSED REORGANIZATION

At the Special Meeting, the stockholders of the Target Fund will be asked to approve the Plan to reorganize the Target Fund into the Acquiring Fund.  The Acquiring Fund is a newly organized fund that will commence operations upon consummation of the Reorganization.  If the Plan is approved by the stockholders of the Target Fund and the Reorganization is consummated, the Target Fund will transfer all of its assets to the Acquiring Fund in exchange for the number of full and fractional shares of each class of Acquiring Fund shares equal to the number of full and fractional shares of each corresponding class of Target Fund shares as of the close of business on the closing day of the Reorganization (the “Closing”) and the Acquiring Fund will assume all or substantially all of the Target Fund’s liabilities.  Immediately thereafter, the Target Fund will distribute the Acquiring Fund shares to its stockholders, by IMST’s transfer agent’s establishing accounts on the Acquiring Fund’s share records in the names of those stockholders and transferring those Acquiring Fund shares to those accounts, in complete liquidation of the Target Fund.  As a result, each stockholder will receive shares of that class of the Acquiring Fund that corresponds to the class of shares it owns in the Target Fund.  The value of the Acquiring Fund shares received by each stockholder will have a value, immediately following the Closing, equal to the value of such stockholder’s Target Fund shares immediately before the Closing.  The expenses associated with the Reorganization will not be borne by the Target Fund.  Certificates evidencing the Acquiring Fund shares will not be issued to the Target Fund’s stockholders.

The holding period for Target Fund shares will carry over to the corresponding Acquiring Fund shares received by stockholders in the Reorganization for purposes of determining the application of any applicable redemption fees.  Upon completion of the Reorganization, each stockholder of the Target Fund will own that number of full and fractional shares of the corresponding class of the Acquiring Fund equal to the number of such stockholder’s shares held in the class of the Target Fund as of the Closing.

Until the Closing, stockholders of the Target Fund will continue to be able to redeem their shares at the NAV next determined after receipt by the Target Fund’s transfer agent of a redemption request in proper form.  Redemption and purchase requests received by the transfer agent after the Closing will be treated as requests received for the redemption or purchase of shares of the Acquiring Fund received by the stockholder in connection with the Reorganization.  After the Reorganization, all of the issued and outstanding shares of the Target Fund will be canceled on the books of the Target Fund and the transfer books of the Target Fund will be permanently closed.  If the Reorganization is consummated, stockholders will be free to redeem the shares of the Acquiring Fund that they receive in the transaction at the NAV next determined after receipt by the Acquiring Fund’s transfer agent of a transfer request form in proper form.  Stockholders of the Target Fund may wish to consult their tax advisors as to any different consequences of redeeming their shares prior to the Reorganization or exchanging such shares for shares of the Acquiring Fund in the Reorganization.

The Reorganization is subject to a number of conditions, including, without limitation, the approval of the Plan by the stockholders of the Target Fund and the receipt of a legal opinion from counsel to IMST with respect to certain tax issues. Assuming satisfaction of the conditions in the Plan, the Reorganization is expected to be effective on or about November 30, 2009, or other date agreed to by the Target Fund and IMST.

The Advisor and an affiliate of IMST have agreed to pay (as apportioned between themselves as they may agree) all costs relating to the proposed Reorganization, including the costs relating to the Special Meeting and to preparing and filing the registration statement that includes this Proxy Statement. They will also incur the costs associated with the solicitation of proxies, including the cost of copying, printing and mailing proxy materials.

The Plan may be amended by the mutual consent of the Board and the Board of Trustees of IMST, notwithstanding approval thereof by the Target Fund’s stockholders, provided that no such amendment after such approval may have the effect of changing the Plan to the detriment of such stockholders without their further approval.  In addition, the Plan may be terminated at any time prior to the Closing with the mutual consent of the Board and the Board of Trustees of IMST.

2.  DESCRIPTION OF THE ACQUIRING FUND’S SHARES

The Acquiring Fund’s shares issued to the stockholders of the Target Fund pursuant to the Reorganization will be duly authorized, validly issued, fully paid and non-assessable when issued, and will be transferable without restriction and will have no preemptive or conversion rights.  The Acquiring Fund’s shares will be sold and redeemed based upon the NAV of the Acquiring Fund next determined after receipt of the purchase or redemption request, as described in the Acquiring Fund’s Prospectus.

3.  REASONS FOR THE REORGANIZATION

Operating the Target Fund is relatively expensive in light of the current and anticipated size of the Fund.  The Board has determined that reorganizing the Target Fund into the Acquiring Fund could reduce the Target Fund's annual operating expenses.  The Board anticipates that it may be possible to reduce these operating expenses because the Acquiring Fund will be able to share certain operating expenses (namely counsel, trustees, chief compliance officer and insurance expenses) across the larger pool of assets of the various funds comprised by IMST (as of ___________, 2009, the assets of the Target Fund were $__ million and the assets of IMST were $___ million).  The Target Fund will also be able to take advantage of economies of scale by using the same auditors, administrator, transfer agent, fund accountant and custodian as many of the other funds within the IMST.  Further, the Board believes that since the Target Fund and the Acquiring Fund will have the same investment adviser, the transition to operating as a series of IMST should not have a material impact on the Fund’s stockholders.

In addition, the Board further considered that following the Reorganization, the expenses of third party service arrangements are expected to decrease. Although this would not result in an immediate reduction in the net fees and expenses of the Acquiring Fund (because the fees and expenses would still be above the current expense cap), if the assets of the Acquiring Fund grow and its total expenses fall below the current expense cap, then any reduction in the cost of third party service arrangements (or other expenses) would reduce the total expenses of the Acquiring Fund.  While the expenses of third party service arrangements are expected to decrease, the Board considered that the level of service provided by Acquiring Fund’s service providers (including the co-administrators, transfer agent, fund accountant and custodian) are expected to be the same or higher than that provided by the Target Fund’s corresponding service providers.  There will be no changes to the Advisor or investment objective as a result of the Reorganization, and the Acquiring Fund’s policies and strategies will be substantially similar to the Target Fund’s.

In considering the Reorganization, the Board further considered the terms of the Plan; the material terms of the investment advisory agreement between the Acquiring Fund and the Advisor; the experience and qualifications of the trustees and officers of IMST; the compliance program and compliance history of IMST; the stability, reputation, financial condition, resources and experience of IMST; the past services and performance of the Advisor; the potential benefits of the Reorganization to the Advisor, IMST and the Acquiring Fund; the differences or similarities of the governing laws and organizational documents of the Target Fund and the Acquiring Fund and IMST; the alternatives available to the Target Fund.  During their review of the proposed Reorganization, the independent directors consulted with their independent counsel regarding the legal considerations involved in the Reorganization.

The Board made its decision to approve the Agreement and Plan of Reorganization and the Reorganization after considering various factors including those discussed above and the following additional factors:

● the Reorganization was recommended by the Advisor;

● the investment objective, policies and restrictions of the Target Fund are substantially similar to the Acquiring Fund;

● the Advisor will continue to manage the Acquiring Fund;

● the cost of the Reorganization will not be borne by the Target Fund or its stockholders;

● counsel to IMST will provide the Trust with an opinion to the effect that the Reorganization will not have any federal tax consequences for the Target Fund or its stockholders;

● the potential effects, including as discussed above, on annual fund operating expenses and stockholder fees and services.

Based on these considerations and others, in approving the Agreement and Plan of Reorganization and the Reorganization, the Board (including a majority of the independent directors) determined that the Reorganization is in the best interests of the Target Fund and its stockholders and that the interests of its existing stockholders will not be diluted as a result of the Reorganization.

If the Plan is not approved by the Target Fund’s stockholders, then the Target Fund will continue to operate as a separate Fund, or the Board may take any further action as it deems to be in the best interests of the Target Fund and its stockholders, subject to approval by Target Fund’s stockholders if required by applicable law.

 4.  FEDERAL INCOME TAX CONSEQUENCES

The Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization under Section 368(a) of the Code.  As a condition to the Closing of the Reorganization, the Target Fund will receive an opinion of counsel to IMST to the effect that the Reorganization will qualify as a tax-free reorganization for federal income tax purposes under the Code.  Accordingly, neither the Target Fund nor its stockholders nor the Acquiring Fund are expected to recognize any gain or loss for federal income tax purposes as a result of the Reorganization.

In addition, the tax basis of, and the holding period for, the Acquiring Fund’s shares received by each stockholder of the Target Fund in the Reorganization will be the same as the tax basis of, and will include the holding period for the Target Fund’s shares exchanged by such stockholder in the Reorganization (provided that, with respect to the holding period for the Acquiring Fund’s shares received, the Target Fund’s shares exchanged have been held as capital assets by the stockholder).

Since its inception, the Target Fund believes that it has qualified for treatment as a “regulated investment company” under the Code. Accordingly, the Target Fund believes that it has been, and expects to continue through the Closing to be, relieved of any federal income tax liability on the taxable income and gains it distributes to stockholders to the extent provided for in Subchapter M of the Code.

Provided that the Target Fund is so treated, the tax opinion mentioned above also will be to the effect that for federal income tax purposes, generally:

● The Target Fund will not recognize any gain or loss as a result of the Reorganization;

● Each Target Fund stockholder will not recognize any gain or loss as a result of the receipt of Acquiring Fund shares in exchange for such stockholder’s Target Fund shares pursuant to the Reorganization;

● The tax basis and holding period for the Target Fund’s assets will effectively be carried over when those assets are transferred to the Acquiring Fund;

● Each Target Fund stockholder’s aggregate tax basis in the Acquiring Fund shares received pursuant to the Reorganization will equal such stockholder’s aggregate tax basis in the Target Fund shares held immediately before the Reorganization;

● Each Target Fund stockholder’s holding period for the Acquiring Fund shares received pursuant to the Reorganization will include, in each instance, its holding period for those Target Fund shares, provided the stockholder holds them as capital assets as of the time of the Closing;

● The Acquiring Fund will recognize no gain or loss on its receipt of the Target Fund’s assets in exchange solely for Acquiring Fund shares and its assumption of the Target Fund’s liabilities; and

● For purposes of section 381 of the Code, the Acquiring Fund will be treated just as the Target Fund would have been treated if there had been no Reorganization.  Accordingly, the Reorganization will not result in the termination of the Target Fund’s taxable year, the Target Fund’s tax attributes enumerated in section 381(c) of the Code will be taken into account by the Acquiring Fund as if there had been no Reorganization, and the part of the Target Fund’s taxable year before the Reorganization will be included in the Acquiring Fund’s taxable year after the Reorganization.

Although the Target Fund is not aware of any adverse state income tax consequences, the Target Fund has not made any investigation as to those consequences for the stockholders. Because each stockholder may have unique tax issues, stockholders should consult their own tax advisors.

5.  COMPARISON OF FORMS OF ORGANIZATION AND STOCKHOLDER RIGHTS

Set forth below is a discussion of the material differences between the Funds and the rights of their stockholders.

Governing Law.  The Target Fund is a Maryland corporation.  The Acquiring Fund is a separate series of a Delaware statutory trust.  As with Maryland law, Delaware law contains provisions specifically designed for mutual funds that take into account their unique structure and operations. Under Delaware law, funds are able to simplify their operations by reducing administrative burdens, without sacrificing the federal or state advantages of a mutual fund. Delaware law allows greater flexibility in drafting a fund’s governing documents, which can result in greater efficiencies of operation and savings for a fund and its stockholders. For example, a fund organized as a Delaware statutory trust can structure its governing documents to enable it to more easily obtain desired board or stockholder approvals, and can potentially accomplish certain actions, such as fund reorganizations or liquidations, without first seeking stockholder approval. Furthermore, there is a well-established body of corporate legal precedent that may be relevant in deciding issues pertaining to Delaware statutory trusts. This could benefit the Trust by, for example, making litigation involving the interpretation of provisions in the Trust’s governing documents less likely or, if litigation should be initiated, less burdensome or expensive. A comparison of Maryland corporate law and Delaware statutory trust law is set forth below.

Directors and trustees.  The business and affairs of the Target Fund are managed under the direction of a Board of Directors elected by the stockholders.  IMST is governed by a similar board elected by its stockholders, called the Board of Trustees.  The Board of Trustees for IMST has five trustees, two of whom are “interested persons” of IMST.  For more information, refer to the Statement of Additional Information dated ___________, 2009 for the Acquiring Fund, which is incorporated by reference into this Proxy Statement.

Series and classes.  The Target Fund’s governing instrument – its articles of incorporation – authorizes the issuance of a specified number of shares of capital stock and also authorizes the Board of Directors to classify or reclassify any of the unissued shares into one or more classes of stock without stockholder approval.  IMST’s governing instrument – its declaration of trust – allows it to issue an unlimited number of shares and to classify shares into series, which represent interests in separate portfolios of investments, without stockholder approval.  In both cases, no series is entitled to share in the assets of any other series or can be charged with the expenses or liabilities of any other series.

Stockholder liability.  Stockholders of a Maryland corporation, such as the Target Fund, generally have no personal liability for the corporation’s obligations.  The corporation laws of all other states have similar provisions.

Stockholders of a Delaware statutory trust, such as the Acquiring Fund, also are not personally liable for obligations of a trust under Delaware law.  However, no similar statutory or other authority limiting business trust stockholder liability exists in many other states.  As a result, to the extent that a trust or a stockholder of the trust is subject to the jurisdiction of courts in such other states, those states might not apply Delaware law and might subject the trust’s stockholders to liability.  To offset this risk, a trust’s declaration of trust: (i) recites that its stockholders are not liable for its obligations, and requires notice of this to be included in all trust contracts, and (ii) requires the trust to indemnify any stockholder who is held personally liable for the obligations of the trust.  Thus the risk of a trust stockholder being subject to liability beyond his or her investment is limited to the following unusual circumstances in which all of the following factors are present: (1) a court refuses to apply Delaware law; (2) the liability arises under tort law or, if not, no contractual limitation of liability is in effect; and (3) a trust is itself unable to meet its obligations.  In light of Delaware law, the nature of IMST’s business, and the nature of its assets, we believe that the risk of personal liability to IMST’s stockholder is remote.

Stockholder meetings and voting rights.  Under Maryland law and the by-laws of the Target Fund, the Target Fund is required to have an annual stockholder meeting to elect directors and consider any other matters properly coming before the meeting, except that that the Target Fund is not required to hold a meeting in any year in which the election of directors is not required by the Investment Company Act of 1940, as amended (the “Investment Company Act”).  IMST is not required to hold annual stockholder meetings, and does not intend to do so unless required by the Investment Company Act.

6.  CAPITALIZATION

The capitalization of the Target Fund as of December 31, 2008 and the Acquiring Fund’s pro forma combined capitalization as of that date after giving effect to the proposed Reorganization are as follows:

	Target Fund	Pro forma Acquiring Fund
Net Assets	$28,723,551	$28,723,551
Shares Outstanding	264,446	264,446
Net Asset Value per Share	$108.62	$108.62

F.           ADDITIONAL INFORMATION ABOUT THE FUNDS

1.  PAST PERFORMANCE OF THE TARGET FUND

Performance

The following bar chart and table illustrate the variability of the Target Fund’s return over the periods indicated. The table below shows how the Target Fund’s performance compares to relevant index information (which unlike the Target Fund, does not reflect fees or expenses). All figures assume reinvestment of dividends and distributions (in the case of after-tax returns, reinvested net of assumed tax rates). The returns shown reflect any fee waiver/expense limitation applicable during the relevant period.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Target Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

Past performance is not indicative of future performance.

If the Reorganization is approved, the Acquiring Fund will assume the performance history of the Target Fund.

Annual Total Returns For Target Fund

For each calendar year at NAV

Annual Total Returns*

* Annual total returns do not include performance for the period from February 28, 1994 (inception date) through December 31, 1998. During the 10-year period shown in the bar chart, the highest return for a quarter was 15.06% (quarter ended December 31, 2004) and the lowest return for a quarter was -20.33% (quarter ended December 31, 2008).

Target Fund Average Annual Total Returns (as of the fiscal year ended December 31, 2008)

W.P. Stewart & Co. Growth Fund, Inc.	One Year	Five Years	Ten Years	Return Since Inception*
Return Before Taxes	-31.06%	-1.77%	-1.90%	5.81%
Return After Taxes on Distributions**	-31.63%	-2.95%	-2.68%	4.73%
Return After Taxes on Distributions and Sale of Fund Shares** %	-19.30%	-1.16%	-1.44%	5.01%
S&P 500® Index (reflects no deduction for fees, expenses or taxes)***	-37.00%	-2.19%	-1.38%	6.48%

* Inception Date of Fund: February 28, 1994.

** After-tax returns: (i) are estimated and based on calculations using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes; actual after-tax returns depend on an individual investor’s tax situation and are likely to differ from those shown; and (ii) are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

*** The S&P 500® Index is the Standard & Poor’s 500® Index, a widely recognized, unmanaged index of common stock prices.

2.  SERVICE PROVIDERS

Investment Advisor and Portfolio Managers

Each Fund’s investment advisor is W.P. Stewart & Co., Inc., 527 Madison Avenue, New York, NY 10022. As the Target Fund’s investment advisor, the Advisor is responsible for the management of the Fund’s business affairs, including providing investment research and analysis of investment opportunities and the management of the Fund’s trading and investment transactions, subject to the investment policies and restrictions described in the Prospectus.  As of June 30, 2009, the Advisor had $1.3 billion assets under management other than the Target Fund.

For providing services to the Target Fund, the Advisor receives an annual advisory fee equal to 1.00% of average daily net assets of the Fund.  A discussion summarizing the basis of the Board’s approval of the investment advisory agreement between the Target Fund and the Advisor is included in the Target Fund’s annual report for the year ended December 31, 2008.

For the fiscal year ended December 31, 2008, the Advisor earned the following fees for its services with respect to the Target Fund.  The Advisor did not earn any fees with respect to the Acquiring Fund since it had not commenced operations as of the date of this Proxy Statement.

Fiscal Year Ended  December 31, 2008
	Advisory Fee Earned	Waiver/Reimbursement	Amount Received After Waiver/Reimbursement
Target Fund	$436,338	($0)	$436,638

James Tierney is the Advisor’s portfolio manager for the Target Fund and is primarily responsible for the day-to-day management of the Target Fund’s portfolio.  Mr. Tierney is also a member of an investment research group of the Advisor which identifies the group of prospective portfolio securities in which each account managed by the Advisor, including the Target Fund, may invest.  Mr. Tierney selects securities from this group for investment by the Target Fund.  Although each account managed by the Advisor has individual objectives and a unique portfolio, the Target Fund’s investments generally are similar to investments made by the Advisor’s other managed accounts

Mr. Tierney has served as a Portfolio Manager/Analyst and Senior Vice President of the Target Fund’s Advisor since 2003 and has been a Portfolio Manager/Analyst of the Adviser since 2000. Prior to joining the Advisor, Mr. Tierney was a Senior Analyst at J.P. Morgan Investment Management following a succession of industries including energy, transportation, media and entertainment from 1992-2000. Mr. Tierney left J.P. Morgan in 1990 to attend business school and returned after completing his M.B.A. in 1992. Mr. Tierney was in the Equity Research Department of J.P. Morgan Investment Management from 1988-1990 following the entertainment, healthcare and finance industries. Mr. Tierney holds a B.S. degree from Providence College and an M.B.A. from Columbia University.

The Target Fund’s SAI provides additional information about the portfolio manager’s compensation, other accounts managed by the portfolio manager and the portfolio manager’s ownership of securities in the Fund.

It is expected that Mr. Tierney will be the Advisor’s portfolio manager for the Acquiring Fund once it commences operations.

Other Service Providers

State Street Bank and Trust Company, 2 Avenue de Lafayette, Boston, MA  02111, acts as the Target Fund’s administrator, transfer agent, stockholder servicing agent and custodian of the Target Fund’s investments.  _________________, is the independent registered public accounting firm for the Target Fund and audits the financial statements and the financial highlights of the Target Fund.

ALPS Distributors, Inc., the Target Fund’s principal underwriter, acts as the Target Fund’s distributor in connection with the offering of the Fund’s shares. The Distributor may enter into arrangements with banks, broker-dealers and other financial institutions through which investors may purchase or redeem shares.

Mutual Fund Administration Corporation, 2220 E. Route 66, Suite 226,Glendora, CA 91740 serves as the Acquiring Fund’s co-administrator.  UMB Fund Services, Inc., 803 West Michigan Street, Milwaukee, WI 53233, serves as the Acquiring Fund’s other co-administrator, transfer agent, and fund accountant.  UMB Bank National Association, 928 Grand Blvd, 5th Floor, Kansas City, MO  64106, an affiliate of UMBFS, serves as the custodian for the portfolio securities, cash and other assets of the Acquiring Fund.  Grand Distribution Services, LLC serves as the distributor for the Acquiring Fund.  __________________________, will be selected as the Acquiring Fund’s independent registered public accounting firm and will audit the financial statements and the financial highlights of the Acquiring Fund.

II. VOTING INFORMATION

A.  GENERAL INFORMATION

How to Vote

This Proxy Statement is being provided in connection with the solicitation of proxies by the Board of the Target Fund to solicit your vote for two proposals at a special meeting of stockholders of the W.P. Stewart & Co. Growth Fund, Inc.  The Special Meeting will be held the offices ofthe Advisor, 527 Madison Avenue, New York, New York 10022 on November 24, 2009 at ___ a.m. Eastern time.

In addition to voting in person at the meeting, you may authorize a proxy to vote in one of three ways:

● complete and sign the enclosed proxy card and mail it to us in the prepaid return envelope (if mailed in the United States);

● vote on the Internet at the website address listed on your proxy card; or

● call the toll-free number printed on your proxy card.

PLEASE NOTE, TO VOTE VIA THE INTERNET OR TELEPHONE, YOU WILL NEED THE "CONTROL NUMBER" THAT APPEARS ON YOUR PROXY BALLOT.

You may revoke a proxy once it is given.  If you desire to revoke a proxy, you must submit a subsequent later dated proxy or a written notice of revocation to the Target Fund.  You may also give written notice of revocation in person at the Special Meeting.  All properly executed proxies received in time for the Special Meeting will be voted as specified in the proxy, or, if no specification is made, FOR each proposal.

Quorum

Only stockholders of record on October 7, 2009 are entitled to receive notice of and to vote at the Special Meeting or at any adjournment thereof.  Each whole share held as of the close of business on October 7, 2009 is entitled to one vote and each fractional share is entitled to a proportionate fractional vote.  The holder of one-third of the outstanding shares of the Target Fund that are entitled to vote, present in person or by proxy, will constitute a quorum for the transaction of business.

Vote Required

Approval of the Reorganization will require the affirmative vote, when a quorum is present at a meeting, of (A) 67% or more of the shares present (including by proxy) at the meeting, if the holders of more than 50% of the Target Fund’s outstanding shares are present (including by proxy) at the meeting or (B) more than 50% of the Target Fund’s outstanding shares, whichever is less.  Stockholders of the Target Fund are entitled to one vote for each share.  Fractional shares are entitled to proportional voting rights.

If stockholders of the Target Fund do not approve the Reorganization, then the Reorganization will not be implemented.

Approval of the proposal described in this Proxy Statement will occur only if a sufficient number of votes are cast “FOR” the proposal.

Adjournments

If a quorum of stockholders of the Target Fund is not present at the Meeting, or if a quorum is present but sufficient votes to approve the Reorganization are not received, the chairperson of the meeting may adjourn the meeting or the persons named as proxies may, but are under no obligation to, propose one or more adjournments of the Special Meeting of the Target Fund in accordance with applicable law to permit further solicitation of proxies. Any business that might have been transacted at the Special Meeting with respect to the Target Fund may be transacted at any such adjourned session(s) at which a quorum is present. If submitted to a vote of stockholders, the Special Meeting with respect to the Target Fund may be adjourned from time to time by a majority of the votes of the Target Fund properly cast upon the question of adjourning the Special Meeting of the Target Fund to another date and time, whether or not a quorum is present, and the Special Meeting of the Target Fund may be held as adjourned without further notice. The persons named as proxy in the proxy will vote in favor of such adjournment those shares that they are entitled to vote, in whole or in part, if such adjournment is necessary to obtain a quorum or to obtain an affirmative vote on the proposal, except that such persons will vote against adjournment those shares that they are entitled to vote if the corresponding stockholder proxies instruct them to vote against the proposal.

The costs of any additional solicitation and of any adjourned session will be borne by the Advisor and an affiliate of IMST (as apportioned between themselves as they may agree).

Effect of Abstentions and Broker “Non-Votes”

All proxies voted, including abstentions and broker non-votes (proxies that are returned for shares held by brokers or nominees where the underlying holder has not voted and the broker or nominee does not have discretionary authority to vote the shares), will be counted toward establishing a quorum.  In addition, if a broker has not received instructions from beneficial owners or persons entitled to vote and the proposal to be voted upon may “affect substantially” a stockholder's rights or privileges, the broker may not vote the shares as to that proposal even if it has discretionary voting power.  As a result, these shares also will be treated as broker non-votes for purposes of proposals that may “affect substantially” a stockholder’s rights or privileges.

Abstentions and broker non-votes will be treated as shares voted against a proposal.  Treating broker non-votes as votes against a proposal can have the effect of causing stockholders who choose not to participate in the proxy vote to prevail over stockholders who cast votes or provide voting instructions to their brokers or nominees. In order to prevent this result, the Target Fund may request that selected brokers or nominees refrain from returning proxies on behalf of shares for which voting instructions have not been received from beneficial owners or persons entitled to vote.  The Target Fund also may request that selected brokers or nominees return proxies on behalf of shares for which voting instructions have not been received if doing so is necessary to obtain a quorum.

B.           METHOD AND COST OF SOLICITATION

This Proxy Statement is being sent to you in connection with the solicitation of proxies by the Board of Directors for use at the Special Meeting.  The Board of Directors has fixed the close of business on October 7, 2009 (“Record Date”) as the record date for determining the stockholders of the Target Fund entitled to receive notice of the Special Meeting and to vote, and for determining the number of shares that may be voted, with respect to the Special Meeting or any adjournment thereof.  The Target Fund expects that the solicitation of proxies will be primarily by mail and telephone. The solicitation may also include facsimile, Internet or oral communications by certain employees of the Advisor, the Target Fund, IMST, or any of their agents, who will not be paid for these services (except as described in the following sentence).  The Advisor has retained _________ to aid in the solicitation of proxies, at an anticipated cost of approximately $_________.  The Advisor and an affiliate of IMST will bear (as apportioned between themselves as they may agree) all costs of the Special Meeting, including legal costs, the costs of retaining _________, and other expenses incurred in connection with the solicitation of proxies.

C.           RIGHT OF REVOCATION

Any stockholder giving a proxy may revoke it before it is exercised at the Special Meeting, either by providing written notice to the Target Fund, by submission of a later-dated, duly executed proxy or by voting in person at the Special Meeting.  A prior proxy can also be revoked by proxy voting again through the toll-free number or Internet address listed in the enclosed Voting Instructions.  If not so revoked, the votes will be cast at the Special Meeting, and any postponements or adjournments thereof.  Attendance by a stockholder in person at the Special Meeting does not, by itself, revoke a proxy.

D.           VOTING SECURITIES AND PRINCIPAL HOLDERS

Stockholders of the Target Fund at the close of business on the Record Date will be entitled to be present and vote at the Special Meeting.  As of that date, the Target Fund had _________________ number of shares outstanding for the Fund:

There were no outstanding shares of the Acquiring Fund on the Record Date, as the Acquiring Fund had not yet commenced operations.

As of the Record Date, the Target Fund’s stockholders of record and/or beneficial owners (to the Target Fund’s knowledge) who owned 5% or more of each class of the Target Fund’s shares are set forth below:

  Name and Address No. of Shares Owned % of Shares

[As of the Record Date, no stockholders are deemed by the Target Fund to “control” the Target Fund.  “Control” for this purpose is the ownership of more than 25% of the Target Fund’s voting securities.

As of the Record Date, the Officers and Directors of the Target Fund, as a group, owned of record and beneficially less than 1.00% of the outstanding voting securities of the Target Fund.]

E.           INTEREST OF CERTAIN PERSONS IN THE TRANSACTION

The following persons may be deemed to have an interest in the Reorganization because each controls W.P. Stewart & Co., Inc.  W.P. Stewart & Co., Inc. will provide investment management services to the Acquiring Fund.  Future growth of the Acquiring Fund can be expected to increase the total amount of fees payable to W.P. Stewart & Co., Inc.

Name	Relationship to W.P. Stewart & Co., Inc.
[Pending Information]

III. MISCELLANEOUS INFORMATION

A. OTHER BUSINESS

Under Maryland law, the only matters that may be acted on at a special meeting of stockholders are those stated in the notice of the special meeting.  Accordingly, other than procedural matters relating to the proposal to approve the Agreement and Plan of Reorganization, no other business may properly come before the Special Meeting.  If any such procedural matter requiring a vote of stockholders should arise, the persons named as proxies will vote on such procedural matters in accordance with their discretion.

B. NEXT MEETING OF STOCKHOLDERS

The Target Fund is not required and does not intend to hold annual or other periodic meetings of stockholders except as required by the 1940 Act.  By observing this policy, the Target Fund seeks to avoid the expenses customarily incurred in the preparation of proxy material and the holding of stockholder meetings, as well as the related expenditure of staff time.  If the Reorganization is not completed, the next meeting of the stockholders of the Target Fund will be held at such time as the Board may determine or at such time as may be legally required.  Any stockholder proposal intended to be presented at such meeting must be received by the Target Fund at its office at a reasonable time before the Target Fund begins to print and mail its proxy statement, as determined by the Board, to be included in the Target Fund’ proxy statement and form of proxy relating to that meeting, and must satisfy all other legal requirements.

C. LEGAL MATTERS

Certain legal matters concerning the issuance of shares of the Acquiring Fund in connection with the Reorganization and the tax consequences of the Reorganization will be passed upon by Bingham McCutchen LLP.

D. EXPERTS

The financial statements of the Target Fund for the year ended December 31, 2008, contained in the Target Fund’s 2008, Annual Report to Stockholders, have been audited by __________________, independent registered public accounting firm, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given their authority as experts in accounting and auditing.

E. INFORMATION FILED WITH THE SEC

The Target Fund and IMST are subject to the information requirements of the Securities Exchange Act of 1934 and the 1940 Act and in accordance therewith, file reports and other information, including proxy materials and charter documents, with the SEC.  Reports, proxy statements, registration statements and other information filed by them may be inspected without charge and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, DC 20549, and at the following regional offices of the SEC: Northeast Regional Office, 3 World Financial Center, Suite 400, New York, New York 10281; Southeast Regional Office, 801 Brickell Avenue, Suite 1800, Miami, Florida 33131; Midwest Regional Office, 175 West Jackson Boulevard, Suite 900, Chicago, Illinois 60604; Central Regional Office, 1801 California Street, Suite 1500, Denver, Colorado 80202; and Pacific Regional Office, 5670 Wilshire Boulevard, Suite 1100, Los Angeles, California 90036. Copies of such materials may also be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, DC 20549 at prescribed rates.

By Order of the Board of Directors of W.P. Stewart & Co. Growth Fund, Inc.

_____________________________

Seth L. Pearlstein

Secretary

________________, 2009

Statement of Additional Information

Investment Managers Series Trust

W.P. Stewart & Co. Growth Fund

c/o UMB Fund Services, Inc.

P.O. Box 2175

Milwaukee, Wisconsin 53202

1-xxx-xxx-xxxx

___________, 2009

This Statement of Additional Information (“SAI”) is not a prospectus and it should be read in conjunction with the Combined Proxy Statement/Prospectus dated _________________, 2009 (the “Prospectus”), for the Special Meeting of Stockholders of the W.P. Stewart & Co. Growth Fund, Inc. (the “Target Fund”), a Maryland corporation, to be held on November 24, 2009. A copy of the Combined Proxy Statement/Prospectus is available by calling the above number.

This SAI, relating specifically to the proposed reorganization of the Target Fund into the newly established W.P. Stewart & Co. Growth Fund series (the “Acquiring Fund”) of Investment Managers Series Trust, a Delaware statutory trust, consists of this cover page and the following described documents (or indicated portions thereof), each of which (or such indicated portion thereof) is incorporated by reference herein:

1.  The Statement of Additional Information of the Acquiring Fund dated _________, 2009;

2.  The unaudited interim financial statements and financial schedules included in the Semi-Annual Report to Stockholders of the Target Fund dated June 30, 2009; and

3.  The Report of Independent Registered Public Accounting Firm and the audited financial statements and financial schedules included in The Annual Report to Stockholders of the Target Fund dated December 31, 2008.

Pro forma financial statements are not included since the Target Fund is being reorganized into the Acquiring Fund, which does not have material assets or liabilities.

PART C

OTHER INFORMATION

INVESTMENT MANAGERS SERIES TRUST

W.P. STEWART & CO. GROWTH FUND

Item 15.  Indemnification

See the Amended and Restated Declaration of Trust (the “Declaration of Trust”) of Investment Managers Series Trust (the “Trust” or the “Registrant”), attached as Exhibit (a) to Post-Effective Amendment No.29 to the Registrant’s Registration Statement on Form N-1A (333-122901)  (the “Registration Statement”), and Amended and Restated By-Laws, attached as Exhibit (b) to Post-Effective Amendment No. 30 to the Registration Statement.

Reference is made to Article 8, Section 8.4 of the Declaration of Trust, which provides:

Subject to the limitations, if applicable, hereinafter set forth in this Section 8.4, the Trust shall indemnify (from the assets of the Series or Series to which the conduct in question relates) each of its Trustees, officers, employees and agents (including Persons who serve at the Trust's request as directors, officers or trustees of another organization in which the Trust has any interest as a stockholder, creditor or otherwise (hereinafter, together with such Person's heirs, executors, administrators or personal representative, referred to as a "Covered Person")) against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants' and counsel fees, incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, director or trustee, except with respect to any matter as to which it has been determined that such Covered Person (i) did not act in good faith in the reasonable belief that such Covered Person's action was in or not opposed to the best interests of the Trust; (ii) had acted with willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office (iii) for a criminal proceeding, had reasonable cause to believe that his conduct was unlawful (the conduct described in (i), (ii) and (iii) being referred to hereafter as "Disabling Conduct").  A determination that the Covered Person is entitled to indemnification may be made by (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Covered Person to be indemnified was not liable by reason of Disabling Conduct, (ii) dismissal of a court action or an administrative proceeding against a Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the facts, that the indemnity was not liable by reason of Disabling Conduct by (a) a vote of a majority of a quorum of Trustees who are neither "interested persons" of the Trust as defined in Section 2(a)(19) of the 1940 Act nor parties to the proceeding (the "Disinterested Trustees"), or (b) an independent legal counsel in a written opinion.  Expenses, including accountants' and counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by one or more Series to which the conduct in question related in advance of the final disposition of any such action, suit or proceeding; provided that the Covered Person shall have undertaken to repay the amounts so paid to such Series if it is ultimately determined that indemnification of such expenses is not authorized under this Article 8 and (i) the Covered Person shall have provided security for such undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the disinterested Trustees, or an independent legal counsel in a written opinion, shall have determined, based on a review of readily available facts (as opposed to a full trial type inquiry), that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.

See the Form of Investment Advisory Agreement (the “Advisory Agreement”) between the Trust and W.P. Stewart & Co., Inc. (the “Advisor”) attached as Exhibit 6.(a) to the Registration Statement.

Reference is made to Section 9 of the Advisory Agreement, which provides:

(a) Limitation of Advisor’s Liability.  The Advisor will not be liable for any error of judgment or mistake of law or for any loss or other Claim (as defined below) suffered by Advisor, the Trust, or the Fund in connection with the performance of this Agreement, except a loss resulting from (a) a breach by the Advisor of fiduciary duty with respect to its receipt of compensation for the services it provides hereunder (but only to the extent required by Section 36(b) of the 1940 Act) or (b) willful misfeasance, bad faith or gross negligence on the part of the Advisor in the performance of its duties or from reckless disregard by it of its duties under this Agreement (provided that the Advisor shall be entitled to rely upon written or oral instructions, communications, data, documents or information (without investigation or verification) received by the Advisor from an authorized officer, representative or agent of the Trust).  Certain federal and state laws may impose liabilities under certain circumstances on persons who act in good faith, and nothing herein shall in any way constitute a waiver or limitation of any rights which the Trust or Fund may have under any such applicable law.

(b) Indemnification of Advisor Indemnified Parties.  The Trust and the Fund agree to indemnify and hold harmless the Advisor, its employees, agents, officers, directors, affiliates, and nominees (collectively, the “Advisor Indemnified Parties”) from and against any and all claims, demands, actions and suits and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character which may be asserted against or incurred by any Indemnified Party or for which any Advisory Indemnified Party may be held liable (a “Claim”) arising out of or in any way relating to (i) the Advisor’s performance of its duties hereunder, except to the extent such Claim resulted from an action or omission for which the Advisor would not be entitled to exculpation pursuant to Section 9(a) hereof or (ii) actions or omissions of the Trust, the Fund or any of their other agents or service providers.

This Section 9 shall survive the termination of this [Advisory] Agreement indefinitely or until the latest date permitted by law.

Reference is made to Section 4.03 of the Trademark License Agreementbetween the Advisor (“Licensor”) and the Trust (“Licensee”), which provides:

Licensee shall defend, indemnify, save and hold harmless Licensor and its Affiliates and their partners, officers, employees, agents, independent contractors and representatives from and against any and all costs, losses, liabilities, obligations, damages, claims, demands and expenses (whether or not arising out of third party claims), including interest, penalties, costs of mitigation, reasonable attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing, incurred in connection with, arising out of, resulting from or incident to Licensee’s use of the Licensed Marks other than in accordance with the terms of this Agreement.

Pursuant to Rule 484 under the Securities Act of 1933, as amended, (the “1933 Act”) the Registrant furnishes the following undertaking:  “Insofar as indemnification for liability arising under the 1933 Act may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.”

Item 16.  Exhibits.

1. Amended and Restated Agreement and Declaration of Trust is herein incorporated by reference from Registrant’s Post-Effective Amendment No. 29 to Registrant’s Registration Statement on form N-1A (333-122901) filed with the Commission on December 5, 2007.

2. Amended and Restated By-Laws are herein incorporated by reference from Registrant’s Post-Effective Amendment No. 30 to Registrant’s Registration Statement on form N-1A (333-122901) filed with the Commission on January 16, 2008.

3. Not Applicable.

4. Form of Agreement and Plan of Reorganization – filed herewith.

5. Instruments Defining Rights of Security Holders are herein incorporated by reference from the Trust’s Declaration of Trust and Bylaws.

6. Form of Investment Advisory Agreement between the Trust and W. P. Stewart & Co., Inc.– to be filed by amendment.

7. Form of Distribution Agreement between Grand Distribution Services, LLC and IMST is herein incorporated by reference from Registrant’s Post-Effective Amendment No. 31 to Registrant’s Registration Statement on form N-1A (333-122901) filed with the Commission on February 1, 2008.

8. Not Applicable.

9. Custodian Agreement dated January 14, 2008 between the Trust and UMB Bank, National Association is herein incorporated by reference from Registrant’s Post-Effective Amendment No. 31 to Registrant’s Registration Statement on form N-1A (333-122901) filed with the Commission on February 1, 2008.

10. Not Applicable.

11. Opinion of Counsel regarding legality of issuance of shares and other matters – to be filed by amendment.

12. Form of Opinion of Counsel on tax matters – to be filed by amendment.

13. Other Material Contracts

(a) Co-Administration Agreement dated December 3, 2007 between the Trust and UMB Fund Services, Inc. and Mutual Fund Administration Corporation is herein incorporated by reference from Registrant’s Post-Effective Amendment No. 31 to Registrant’s Registration Statement on form N-1A (333-122901) filed with the Commission on February 1, 2008.

(b) Fund Accounting Servicing Agreement dated December 3, 2007 between the Trust and UMB Fund Services, Inc. is herein incorporated by reference from Registrant’s Post-Effective Amendment No. 31 to Registrant’s Registration Statement on form N-1A (333-122901) filed with the Commission on February 1, 2008.

(c) Transfer Agent Agreement dated January 14, 2008 between the Trust and UMB Fund Services, Inc. is herein incorporated by reference from Registrant’s Post-Effective Amendment No. 31 to Registrant’s Registration Statement on form N-1A (333-122901) filed with the Commission on February 1, 2008.

(d) Form of Operating Expense Limitation Agreement between W.P. Stewart & Co., Inc. and the Trust on behalf of the W.P. Stewart & Co. Growth Fund – to be filed by amendment

14. Consent of Independent Registered Public Accounting Firm – to be filed by amendment

15. Not Applicable.

16. Powers of Attorney - filed with the Commission on July 6, 2009.

17. (a)    Form of Proxy Card - filed herewith.

17. (b)    Prospectus of the Target Fund dated April 30, 2009 – filed herewith

17. (c)    Semi-Annual Report to Stockholders of the Target Fund dated June 30, 2009 – filed herewith

17. (d)    Annual Report to Stockholders of the Target Fund dated December 31, 2008 – filed herewith

Item 17.  Undertakings.

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for re-offerings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed below on its behalf by the undersigned, duly authorized, in the City of Milwaukee and the State of Wisconsin on the 4th day of September, 2009.

INVESTMENT MANAGERS SERIES TRUST

By: /s/ John P. Zader         

John P. Zader

President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on the 4th day of September, 2009 by the following persons in the capacities indicated.

Signature	Title
*	Trustee
Ashley T. Rabun
*	Trustee
William H. Young
*	Trustee
Charles H. Miller
/s/ John P. Zader	Trustee and President
John P. Zader
*	Trustee and Vice President
Eric M. Banhazl
/s/ Rita Dam	Treasurer and Principal Financial and Accounting Officer
Rita Dam
*By: /s/ Rita Dam Rita Dam, Attorney-In Fact pursuant to Power of Attorney filed with the Commission on July 6, 2009

EXHIBIT INDEX

Exhibit	Exhibit No.
Form of Agreement and Plan of Reorganization	EX.4
Form of Proxy Card	EX.17.a.
Prospectus of the Target Fund dated April 30, 2009	EX 17.b.
Semi-Annual Report to Stockholders of the Target Fund dated June 30, 2009	EX 17.c.
Annual Report to Stockholders of the Target Fund dated December 31, 2008	EX 17.d.

EX-99.4

APPENDIX A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

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”).

Each of the Acquired Fund and IMST (each, an “Investment Company”) wishes to effect a reorganization described in Section 368(a)(1)(F) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and intends this Agreement to be, and adopts it as, a “plan of reorganization” within the meaning of the regulations under the Code (the “Regulations”).  The reorganization will consist of (i) the transfer of all of the assets of the Acquired Fund to the Acquiring Fund (which is being established solely for the purpose of acquiring those assets and continuing the Acquired Fund’s business) in exchange solely for voting shares of beneficial interest, par value $0.01 per share (“shares”), in the Acquiring Fund (“Acquiring Fund Shares”) and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund, (ii) the distribution of those shares pro rata to the stockholders of the Acquired Fund in exchange for their shares therein and in complete liquidation thereof, and (iii) the dissolution of the Acquired Fund as provided herein, all upon the terms and conditions set forth herein (collectively, the “Reorganization”).

WHEREAS, the Acquiring Fund is a series of IMST which is a registered open-end management investment company, the Acquired Fund is also a registered open-end management investment company, and the Acquired Fund owns securities that generally are assets of the character in which the Acquiring Fund is permitted to invest;

WHEREAS, each Fund is authorized to issue its shares;

WHEREAS, the Board of Directors of the Acquired Fund, and the Board of Trustees of IMST (each, a “Board”), in each case including a majority of its members who are not “interested persons” (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) (the “Independent Trustees”) of either Investment Company, (1) has duly adopted and approved this Agreement and the transactions contemplated hereby and (2) has determined that participation in the Reorganization is in the best interests of its Fund and that the interests of its Fund’s existing stockholders will not be diluted as a result of the Reorganization; and

NOW, THEREFORE, in consideration of the premises, covenants, and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

ARTICLE I

THE REORGANIZATION

1.1           THE EXCHANGE.  Subject to requisite approval of the Acquired Fund’s stockholders and the other terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to sell, assign, convey, transfer, and deliver all of its assets described in paragraph 1.2 (the “Assets”) to the Acquiring Fund.  The Acquiring Fund agrees to acquire all of the Assets and in exchange therefor --

A-1

(a) to issue and deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares equal to the number of full and fractional Acquired Fund shares (the “Acquired Fund Shares”) then outstanding (all references herein to “fractional” shares meaning fractions rounded to the third decimal place), which Acquiring Fund Shares shall (i): be duly authorized and validly issued and outstanding, fully paid and non-assessable when issued and (ii) have an aggregate net asset value, as of immediately following the Effective Time, equal to the net asset value of the Acquired Fund, as of immediately prior to the Effective Time, and

(b) assume all the Acquired Fund’s liabilities described in paragraph 1.3 (the “Liabilities”).

Such transactions shall take place at the Closing, on the Closing Date (both as defined in paragraph 2.1).

1.2           ASSETS TO BE ACQUIRED.  The Assets shall consist of all assets and property of every kind and nature, including all cash, cash equivalents, securities, commodities, interests in futures, claims and rights of action (whether absolute or contingent, known or unknown, accrued or unaccrued), dividends and interest receivable, receivables for shares sold, books and records, rights to register stock under applicable securities laws, and other rights that are owned by the Acquired Fund as of the Effective Time (as defined in paragraph 2.1), and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund as of that time.  The Acquired Fund has provided IMST with the Acquired Fund’s most recent audited financial statements, which contain a list of all of the Acquired Fund’s assets required to be set forth on a balance sheet as of the date of such statements prepared (except as may be indicated in the notes thereto) in accordance with generally accepted accounting principles consistently applied in the United States (“U.S. GAAP”).

1.3           LIABILITIES TO BE ASSUMED.  The Liabilities shall consist of all of the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature existing as of the Effective Time (including, without limitation, all of the Acquired Fund’s obligations to indemnify its directors and officers as provided in its Articles of Incorporation and By-laws in connection with any directors’ or officers’ actions or events prior to the Effective Time, inclusive of actions or events in connection with the Reorganization), whether absolute, accrued, contingent, or otherwise, whether known or unknown, whether or not arising in the ordinary course of business, whether or not determinable as of the Effective Time, whether or not reflected in the Acquired Fund’s accounts or on its financial statements, and whether or not specifically referred to in this Agreement, excluding Reorganization Expenses (as defined in paragraph 4.1(dd)) borne by the Manager or any other person pursuant to paragraph 9.1.  Notwithstanding the foregoing, the Acquired Fund shall endeavor in good faith to discharge all of its known liabilities and obligations to the extent possible prior to the Effective Time.

1.4           LIQUIDATION AND DISTRIBUTION.  On or as soon after the Closing Date as is conveniently practicable, the Acquired Fund (a) will distribute the Acquiring Fund Shares it receives pursuant to paragraph 1.1(a) to its stockholders of record determined as of the Effective Time (each, an “Acquired Fund Stockholder”), in proportion to their Acquired Fund Shares then held of record and in constructive exchange for their Acquired Fund Shares, and (b) will thereupon proceed to dissolve as set forth in paragraph 1.8.  That distribution will be accomplished by IMST’s transfer agent’s opening accounts on its books in the Acquired Fund Stockholders’ names and transferring those Acquiring Fund Shares thereto.  Pursuant to that transfer, each Acquired Fund Stockholder’s account will be credited with the number of full and fractional Acquiring Fund Shares equal to the number of full and fractional Acquired Fund Shares that such Acquired Fund Stockholder holds as of the Effective Time.  The aggregate net asset value of Acquiring Fund Shares to be so credited to each Acquired Fund Stockholder’s account will, as of immediately following the Effective Time, equal the aggregate net asset value of the Acquired Fund Shares that such Acquired Fund Stockholder owns, as of immediately prior to the Effective Time.  All issued and outstanding Acquired Fund Shares, including any represented by certificates, will, simultaneously with the distribution described in clause (a) of the first sentence of this paragraph, be canceled on the Acquired Fund’s share transfer books.  IMST shall not issue certificates representing the Acquiring Fund Shares issued in connection with the Reorganization.  Each Acquired Fund Stockholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Fund before the Effective Time with respect to Acquired Fund Shares that such Acquired Fund Stockholder held of record as of the Effective Time.

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1.5           OWNERSHIP OF SHARES.  Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent.  Acquiring Fund Shares will be issued in the manner described in the Acquiring Fund’s then-current Prospectus and Statement of Additional Information.

1.6           TRANSFER TAXES.  Any transfer taxes payable upon the issuance of Acquiring Fund Shares in a name other than that of the registered holder on the Acquired Fund’s share transfer books of the Acquired Fund Shares actually or constructively exchanged therefor shall, as a condition of such issuance, be paid by the person to whom such Acquiring Fund Shares are to be issued.

1.7           REPORTING RESPONSIBILITY.  Any reporting responsibility of the Acquired Fund, including the responsibility for filing of regulatory reports, tax returns, and other documents with the U.S. Securities and Exchange Commission (the “Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund up to and including the date on which it is dissolved.  The Acquiring Fund shall reasonably cooperate with the Acquired Fund in preparing any such filing to the extent it relates to periods following the Effective Time.

1.8           TERMINATION AND DISSOLUTION.  As soon as reasonably practicable after the distribution of the Acquiring Fund Shares pursuant to paragraph 1.4, the Acquired Fund shall use commercially reasonable efforts to terminate its registration under the 1940 Act and to completely dissolve under Maryland law.  After the Effective Time, the Acquired Fund shall not conduct any business except in connection with its liquidation and dissolution and as otherwise contemplated by this Agreement.

ARTICLE II

CLOSING AND EFFECTIVE TIME

2.1           The closing of the Reorganization, including related acts necessary to consummate the same (the “Closing”), shall be held at the offices of W.P. Stewart & Co., Inc., 527 Madison Avenue, New York, New York 10022, as soon as possible, but in no event later than five business days after the satisfaction of the conditions set forth in Articles VI, VII and VIII, or at such other place and/or on such other date as to which the Investment Companies may agree in writing (the “Closing Date”).  All acts taking place at the Closing shall be deemed to take place simultaneously immediately after the close of business (i.e., 4:00 p.m., Eastern time) on the Closing Date (“Effective Time”).

ARTICLE III

CERTIFICATES TO BE DELIVERED AT THE CLOSING

 3.1           CUSTODIAN’S CERTIFICATE.  The portfolio securities of the Acquired Fund, as of such time, shall be made available by the Acquired Fund to the Acquiring Fund’s custodian, for examination, no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Fund as of the Effective Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers.  The Acquired Fund shall direct State Street Bank and Trust Company (the “Custodian”), as custodian for the Acquired Fund, to deliver as of the Effective Time by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the 1940 Act) in which the Acquired Fund’s assets are deposited, the Acquired Fund’s portfolio securities and instruments deposited with such depositories.  Any cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date.  The Acquired Fund shall use commercially reasonable efforts to cause the Custodian to deliver within three business days after the Closing, a certificate of an authorized officer stating that (a) the Acquired Fund’s portfolio securities, cash, and any other assets shall have been delivered in proper form to the Acquiring Fund on the Closing Date and (b) all necessary taxes, including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by the Acquired Fund (the “Custodian Certificate”).

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3.2           TRANSFER AGENTS’ CERTIFICATES.  The Acquired Fund shall use commercially reasonable efforts to cause State Street Bank and Trust Company, as transfer agent for the Acquired Fund as of the Closing Date, to deliver within three business days after the Closing, a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Stockholders and the number and percentage ownership of full and fractional outstanding shares owned by each such stockholder as of the Effective Time (the “Transfer Agent Certificate”).  IMST shall issue and deliver, or cause UMB Fund Services, Inc., its transfer agent, to issue and deliver, at the Closing (a) a confirmation evidencing that the Acquiring Fund Shares issued by the Acquiring Fund in accordance with paragraph 1.1(a) have been credited at the Effective Time to the Acquired Fund’s account on the books of the Acquiring Fund and (b) a certificate as to the opening of accounts on those books in the Acquired Fund Stockholders’ names.  At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts, and other documents, if any, as such other party or its counsel may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1           REPRESENTATIONS OF THE ACQUIRED FUND.  Except as has been disclosed to IMST in a written instrument executed by an officer of the Acquired Fund, the Acquired Fund represents and warrants to IMST and the Acquiring Fund as follows:

(a)           The Acquired Fund is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, with power under its Articles of Incorporation (the “Articles”) to own all of its properties and assets and to carry on its business as it is now being conducted.

(b)           The Acquired Fund is a registered open-end management investment company, and its registration with the Commission as an investment company under the 1940 Act, and the registration of shares of the Acquired Fund for offer and sale under the Securities Act of 1933, as amended (the “1933 Act”), is effective.

(c)           No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated herein (other than the dissolution of the Acquired Fund), except such as may be required under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the 1940 Act and such as may be required by state securities laws.

(d)           The current Prospectus and Statement of Additional Information of the Acquired Fund and each Prospectus and Statement of Additional Information of the Acquired Fund used during the two years prior to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder, and do not, or did not at the time of their use, include any untrue statement of a material fact or omit any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

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(e)           At the Effective Time, the Acquired Fund will have good and valid title to the Assets and full right, power, and authority to sell, assign, transfer and deliver the Assets hereunder free of any liens or other encumbrances, except those liens and encumbrances arising in the ordinary course of business or as to which the Acquiring Fund has received notice, and upon delivery and payment for the Assets, the Acquiring Fund will acquire good and valid title thereto, subject to no restrictions on the full transfer thereof, excluding such restrictions as might arise under the 1933 Act or other applicable law.

(f)           The Acquired Fund is not engaged currently, and the execution, delivery, and performance of this Agreement (subject to stockholder approval) will not result, in a violation (i) of the Articles or W.P. Stewart & Co.’s By-Laws or (ii) of any agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquired Fund is a party or by which it is bound, other than such violations that would not a cause a Material Adverse Change with respect to the Acquired Fund.

(g)           The execution, delivery and performance of this Agreement will not result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquired Fund is a party or by which it is bound that would materially and adversely affect its ability to consummate the transactions contemplated by this Agreement or that would cause a Material Adverse Change with respect to the Acquired Fund.

(h)           The Acquired Fund has no material contracts or other commitments (other than this Agreement) that if terminated will result in material liability to the Acquired Fund or under which (whether or not terminated) any material payments for periods subsequent to the Closing Date will be due from the Acquired Fund.

(i)           No litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or, to its knowledge, threatened against the Acquired Fund or any of its properties or assets that, if adversely determined, would materially and adversely affect the Acquired Fund’s ability to consummate the transactions contemplated by this Agreement or would cause a Material Adverse Change with respect to the Acquired Fund.  The Acquired Fund is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects the Acquired Fund’s business or its ability to consummate the transactions contemplated herein.

(j)           The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of the Acquired Fund at December 31, 2008 have been audited by___________________, an independent registered public accounting firm, and such statements (copies of which have been furnished to IMST) present fairly, in all material respects, the financial condition of the Acquired Fund as of such date in accordance with U.S. GAAP (except as may be indicated in the notes thereto), and there are no known contingent liabilities of the Acquired Fund of a material amount required to be reflected on a balance sheet (including the notes thereto) in accordance with U.S. GAAP as of such date not disclosed therein.

(k)           On the closing date, IMST shall have been furnished with an unaudited statement of assets, liabilities and capital and a schedule of investments of the Acquired Fund, each as of ____________, 2009.  These statements shall present fairly, in all material respects, the financial position of the Acquired Fund as of such date in accordance with U.S. GAAP (except as may be indicated in the notes thereto), and there are no known contingent liabilities of the Acquired Fund of a material amount required to be on a balance sheet in accordance with U.S. GAAP as of such date not disclosed therein.

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(l)           Since _____________, 2009, there have been no Material Adverse Changes in the Acquired Fund or any incurrence by the Acquired Fund of material indebtedness (except for indebtedness incurred in the ordinary course of business).  For purposes of this Agreement, “Material Adverse Change”, with respect to a Fund or an Investment Company, means a material adverse change in such Fund’s or Investment Company’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business); provided that, (i) a distribution of net investment income and/or net realized capital gains, (ii) a change in portfolio securities, (iii) a change in market value of portfolio securities, (iv) a decline in the net asset value per share, (v) the discharge of liabilities, (vi) the net redemption of shares, (vii) changes or conditions affecting the asset management industry, stock markets or the financial markets generally, (viii) changes in economic, regulatory or political conditions generally, (ix) changes in the business of the Acquired Fund after the date hereof that are attributable directly or indirectly to IMST or its affiliates, and/or (x) changes resulting from this Agreement or the transactions contemplated hereby, shall not constitute a Material Adverse Change.

(m)           On the Closing Date, all federal and other tax returns, dividend reporting forms, and other tax-related reports of the Acquired Fund required by law to be filed by such date (including any extensions), shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on such returns and reports shall have been paid, or provision shall have been made for the payment thereof; all of the Acquired Fund’s tax liabilities, if any, will have been adequately provided for on its books; and to the Acquired Fund’s knowledge, no such return is currently under audit, and no assessment has been asserted with respect to such returns; except in each case such matters that would not materially and adversely affect the Acquired Fund’s ability to consummate the transactions contemplated hereby or cause a Material Adverse Change with respect to the Acquired Fund.

(n)           There are no material contracts outstanding to which the Acquired Fund is a party other than those entered into in the ordinary conduct of its business.

(o)           The Acquired Fund has elected under Section 851 of the Code to be, and has qualified for treatment under Subchapter M of the Code as, a “regulated investment company” under the Code (a “RIC”) as of and since its first taxable period.  The Acquired Fund is in compliance with applicable regulations of the Internal Revenue Service pertaining to the reporting of dividends and other distributions on and redemptions of its shares of beneficial interest and to withholding in respect of dividends and other distributions to stockholders, and is not liable for any penalties that could be imposed thereunder; except in any such case such matter as would not cause a Material Adverse Change with respect to the Acquired Fund.

(p)           Upon reasonable request with reasonable notice, the Acquired Fund will make available its books and records (or copies thereof) to IMST for purposes of preparing any tax returns required by law to be filed after the Closing Date.

(q)           All issued and outstanding shares of the Acquired Fund are, and at the Closing Date will be, duly authorized and validly issued and outstanding, fully paid and non-assessable and, except for matters that would not cause a Material Adverse Change with respect to the Acquired Fund, have been offered and sold in compliance in with all applicable registration or qualification requirements of the 1933 Act and state securities laws.  To the knowledge of the Acquired Fund, all of the issued and outstanding shares of the Acquired Fund will, at the time of the Closing, be held of record by the persons and in the amounts set forth in the records of the Acquired Fund’s transfer agent as provided in paragraph 3.2.  The Acquired Fund has no outstanding options, warrants, or other rights to subscribe for or purchase any Acquired Fund Shares, and has no outstanding securities convertible into Acquired Fund Shares.

(r)           The execution, delivery, and performance of this Agreement and the Reorganization have been duly authorized and approved by all necessary action on the part of the Board of the Acquired Fund (including in accordance with Rule 17a-8 under the 1940 Act), and subject to approval by the Acquired Fund’s stockholders and assuming the due authorization, execution and delivery of this Agreement by IMST, the Manager and UMBFS, this Agreement constitutes a valid and binding obligation of the Acquired Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and to general equity principles.

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(s)           The written information furnished by the Acquired Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents filed or to be filed with any federal, state or local regulatory authority (including the Financial Industry Regulatory Authority (“FINRA”)) that are necessary in connection with the transactions contemplated herein shall, when furnished, be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations.

(t)           Any written information furnished by the Acquired Fund for use in the Registration Statement or Proxy Statement/Prospectus (each as defined in paragraph 5.6), or any other materials provided to Acquired Fund Stockholders in connection with the Reorganization, shall, when furnished, not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not materially misleading; if any such information ceases to meet such standard to the knowledge of the Acquired Fund, the Acquired Fund shall promptly inform IMST.

(u)           The Acquired Fund will distribute the Acquiring Fund Shares it receives in the Reorganization in pursuance of this Agreement.

(v)           The Liabilities to be assumed by the Acquiring Fund (including the Liabilities, if any, that are secured by the Assets) were incurred in the ordinary course of the Acquired Fund’s business and are associated with the Assets or with the ordinary course operation of the Acquired Fund’s business.

(w)           No Acquired Fund Stockholder will receive consideration from the Acquired Fund other than Acquiring Fund Shares.

(x)           The Acquired Fund is not under the jurisdiction of a court in a “title 11 or similar case” within the meaning of Section 368(a)(3)(A) of the Code.

(y)           To the knowledge of the Acquired Fund, the fair market value of the Assets equals or exceeds the Liabilities.

(z)           The Acquired Fund has no material unamortized or unpaid organizational fees or expenses that have not previously been disclosed to IMST.

(aa)           The Acquired Fund values, and will continue to value through the Closing Date, its portfolio securities and other assets in accordance with applicable legal requirements in all material respects.

(bb)           The Acquired Fund’s investment operations from inception to the date hereof have been in compliance in all material respects with the investment policies and investment restrictions set forth in the Acquired Fund’s Prospectus, except as previously disclosed in writing to IMST.

(cc)           The Acquiring Fund Shares to be issued to the Acquired Fund pursuant to paragraph 1 will not be acquired for the purpose of making any distribution thereof other than to the Acquired Fund Stockholders as provided in paragraph 1.4.

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(dd)           The Acquired Fund will not permit (to the extent reasonably within its control) the Manager, the Acquiring Fund, or any third party to pay or assume any expenses incurred by the Acquired Fund or on its behalf in connection with the Reorganization unless those expenses are solely and directly related to the Reorganization (determined in accordance with the guidelines set forth in Rev. Rul. 73-54, 1973-1 C.B. 187) (“Reorganization Expenses”), and the Acquired Fund will not transfer any cash or property other than Acquiring Fund Shares to any of its stockholders with the intention that it be used to pay any expenses (even Reorganization Expenses) thereof.

(ee)           The Acquired Fund will not pay the expenses (such as fees of personal investment or tax advisers for advice regarding the Reorganization), if any, of Acquired Fund Stockholders incurred in connection with the Reorganization.

4.2           REPRESENTATIONS OF THE ACQUIRING FUND.  Except as has been disclosed to W.P. Stewart & Co. in a written instrument executed by an officer of IMST, IMST and the Acquiring Fund represent and warrant to the Acquired Fund as follows:

(a)           The Acquiring Fund will be duly organized, as of the Effective Time, as a series of IMST, which is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware, with power under IMST’s Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”) to own all of its properties and assets and to carry on its business as it is now being conducted.

(b)           IMST is a registered open-end management investment company, and its registration with the Commission as an investment company under the 1940 Act is effective (and so will be with respect to the Acquiring Fund at the Closing Date), and the registration of shares of the Acquiring Fund under the 1933 Act is, or will be on or before the Closing Date, in full force and effect.

(c)           No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as may be required under the 1933 Act, the 1934 Act or the 1940 Act and such as may be required by state securities laws.

(d)           The Prospectus and Statement of Additional Information of the Acquiring Fund filed pursuant to Rule 485(a)(2) of the 1933 Act in an amendment to IMST’s registration statement on Form N-1A (the “IMST Registration Statement”), which will be filed with the Commission, and become effective, prior to the Closing Date, conforms and, as of its effective date, will conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder and do not and, as of its effective date, will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(e)           No consideration other than Acquiring Fund Shares (and the Acquiring Fund’s assumption of the Liabilities) will be issued in exchange for the Assets in the Reorganization.

(f)           There is no plan or intention for the Acquiring Fund to be dissolved or merged into another statutory trust or a corporation or business trust or any “fund” thereof (as defined in Section 851(g)(2) of the Code) following the Reorganization.

(g)           The execution, delivery and performance of this Agreement will not result in a violation of (i) the Declaration of Trust or IMST’s By-Laws or (ii) of any agreement, indenture, instrument, contract, lease or other undertaking to which IMST, on behalf of the Acquiring Fund, is a party or by which it is bound, other than such violations that would not cause a Material Adverse Change with respect to IMST or the Acquiring Fund.

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(h)           The execution, delivery and performance of this Agreement will not result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which IMST, on behalf of the Acquiring Fund, is a party or by which it is bound that would materially and adversely affect  its ability to consummate the transactions contemplated by this Agreement that would cause a Material Adverse Change with respect to IMST or the Acquiring Fund.

(i)           No litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or, to its knowledge, threatened against IMST or the Acquiring Fund or any of its properties or assets that, if adversely determined, would materially and adversely affect the Acquiring Fund’s ability to consummate the transactions contemplated by this Agreement or would cause a Material Adverse Change with respect to IMST or the Acquiring Fund.  IMST, on behalf of the Acquiring Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects the Acquiring Fund’s business or its ability to consummate the transactions contemplated herein.

(j)           The Acquiring Fund was formed for the purpose of effecting the Reorganization, and, prior to the Closing, will have not commenced operations or carried on any business activity, will have had no assets or liabilities, will never have had an operating business, and will have no issued or outstanding shares other than as contemplated by the payment received from an affiliate of UMBFS with respect to the Initial Shares (as defined in paragraph 6.4) issued to such affiliate of UMBFS pursuant to that paragraph.

(k)           Acquiring Fund Shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund Stockholders, pursuant to the terms of this Agreement will be on the Closing Date, duly authorized and validly issued and outstanding, fully paid and non-assessable and will be offered and sold in compliance in all material respects with applicable registration or qualification requirements of the 1933 Act and state securities laws.  The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares, including the Acquiring Fund Shares, of the Acquiring Fund and has no outstanding securities convertible into any shares, including the Acquiring Fund Shares, of the Acquiring Fund.

(l)           The execution, delivery and performance of this Agreement and the Reorganization have been duly authorized and approved by all necessary action on the part of the Board of IMST (including in accordance with Rule 17a-8 under the 1940 Act) on behalf of the Acquiring Fund, and subject to approval by the Acquired Fund’s stockholders and assuming the due authorization, execution and delivery of this Agreement by the Acquired Fund, the Manager and UMBFS this Agreement constitutes a valid and binding obligation of IMST with respect to the Acquiring Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general equity principles.

(m)           The written information furnished by IMST for use in no-action letters, applications for orders, registration statements, proxy materials and other documents filed or to be filed with any federal, state or local regulatory authority (including FINRA) that are necessary in connection with the transactions contemplated herein shall, when furnished, be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations.

(n)           From the effective date of the Registration Statement through the time of the meeting of the Acquired Fund’s stockholders and on the Closing Date, the Registration Statement and the Proxy Statement/Prospectus and any other materials provided in connection with the Reorganization (except for such portions thereof provided in writing by the Acquired Fund), shall, (i) not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not materially misleading and (ii) comply with applicable law in all material respects.

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(o)           The Acquiring Fund has no unamortized or unpaid organizational fees or expenses.

(p)           The Acquiring Fund will be a “fund” (as defined in Section 851(g)(2) of the Code), will qualify for treatment under Subchapter M of the Code as a RIC as of the Effective Time and in the future, and, from the date of this Agreement until the Closing Date, shall not take any action inconsistent with such efforts to qualify for treatment as a RIC in the future.

(q)           The Acquiring Fund has no plan or intention (i) to sell or dispose of any of the Assets, except for dispositions made in the ordinary course of business or dispositions necessary to maintain its status as a RIC, or (ii) to redeem or reacquire any of the shares issued by it, except in the ordinary course of business.

(r)           The fair market value of the Acquiring Fund Shares received by each Acquired Fund Stockholder will be equal to the fair market value of the Acquired Fund Shares actually or constructively surrendered in the exchange.

(s)           The Acquiring Fund Shares constitute voting stock for purposes of Sections 368(a)(1)(C) and 368(c) o the Code.

(t)           No expenses incurred by the Acquired Fund or on its behalf in connection with the Reorganization will be paid or assumed by the Manager, the Acquiring Fund, or any third party unless those expenses are Reorganization Expenses, and no cash or property other than Acquiring Fund Shares will be transferred to the Acquired Fund or any of its stockholders with the intention that it be used to pay any expenses (even Reorganization Expenses) thereof.

(u)           Immediately following consummation of the Reorganization, (i) the Acquired Fund Stockholders will own all the Acquiring Fund Shares and will own those shares solely by reason of their ownership of the Acquired Fund Shares immediately before the Reorganization and (ii) the Acquiring Fund will hold the same assets -- except for assets (if any) used to pay the Funds’ expenses incurred in connection with the Reorganization -- and be subject to the same liabilities that the Acquired Fund held or was subject to immediately before the Reorganization, plus any liabilities for those expenses; and those excepted assets, together with the amount of all redemptions and distributions (other than regular, normal dividends) the Acquired Fund makes immediately preceding the Reorganization, will, in the aggregate, constitute less than 1% of its net assets.

ARTICLE V

COVENANTS

5.1           OPERATION IN ORDINARY COURSE.  The Acquired Fund will operate its business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include the purchase and sale of securities in connection with the management of the Acquired Fund’s portfolio and payment of customary dividends and other distributions and stockholder redemptions.

5.2           APPROVAL OF STOCKHOLDERS.  The Acquired Fund will call a special meeting of the Acquired Fund’s stockholders to consider and act upon this Agreement.

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5.3           ADDITIONAL INFORMATION.  The Acquired Fund will assist IMST in obtaining such information as IMST reasonably requests concerning the beneficial ownership of the Acquired Fund Shares, subject to applicable law.

5.4           FURTHER ACTION.  Subject to the provisions of this Agreement, each Investment Company will take or cause to be taken, all reasonable action, and do or cause to be done all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date (provided that if the Acquired Fund Stockholders fail to approve the Reorganization at the stockholders meeting called pursuant to paragraph 5.2, nothing herein shall be construed to require the Acquired Fund to call another stockholders meeting).  Without limiting the generality of the foregoing, IMST covenants to use its commercially reasonable efforts (i) to establish, prior to the Closing Date, the Acquiring Fund as a series of IMST as contemplated by this Agreement and (ii) to take such steps, and to make such arrangements, as are necessary to permit the Acquiring Fund to operate following the Closing Date in accordance with the 1933 Act, the 1934 Act, the 1940 Act and in the manner described in the IMST Registration Statement, the Registration Statement and the Proxy Statement/Prospectus.

5.5           STATEMENT OF EARNINGS AND PROFITS.  As promptly as practicable, but in any case within sixty (60) days after the Closing Date, the Acquired Fund shall furnish IMST, in such form as is reasonably satisfactory to IMST, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will be carried over by the Acquiring Fund as a result of Section 381 of the Code, and which will be reviewed by ____________________ (or such other reputable independent registered public accounting firm as the Acquired Fund may select) and certified by the Acquired Fund’s Treasurer.

5.6           PREPARATION OF FORM N-14 REGISTRATION STATEMENT.  IMST will prepare and file with the Commission a registration statement on Form N-14 (the “Registration Statement”), under the 1933 Act, relating to the Acquiring Fund Shares, which, without limitation, shall include a proxy statement of the Acquired Fund and the prospectus of the Acquiring Fund relating to the Reorganization (the “Proxy Statement/Prospectus”) subject to approval of the Board of the Acquired Fund, which shall not be unreasonably withheld.  IMST covenants that the Registration Statement (including the Proxy Statement/Prospectus) shall be in compliance with the 1933 Act, the 1934 Act and the 1940 Act.  The Acquired Fund will provide IMST with the materials and information regarding the Acquired Fund necessary to prepare the Proxy Statement/Prospectus for inclusion in the Registration Statement in connection with the meeting of the Acquired Fund’s stockholders to consider and act on this Agreement and the transactions contemplated herein.  IMST agrees to use all commercially reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and any state blue sky or securities laws reasonably necessary for the Acquiring Fund to operate after the Closing Date.

5.7           LIQUIDATING DISTRIBUTION.  As soon as is reasonably practicable after the Closing, the Acquired Fund will make a liquidating distribution to the Acquired Fund Stockholders consisting of the Acquiring Fund Shares received at the Closing, pursuant to paragraph 1.4 hereof.

5.8           FULFILLMENT OF CONDITIONS.  Each Investment Company shall use its commercially reasonable efforts to fulfill or obtain the fulfillment of the conditions precedent to effect the transactions contemplated by this Agreement as promptly as practicable.

5.9           DELIVERY OF INSTRUMENTS.  Each Investment Company, on behalf of its Fund, covenants that it will, from time to time, as and when reasonably requested by the other Investment Company, execute and deliver or cause to be executed and delivered all such assignments and other instruments, and will take or cause to be taken such further action as such other Investment Company, on behalf of its Fund, may reasonably deem necessary or desirable in order to vest in and confirm (a) the Acquired Fund’s title to and possession of the Acquiring Fund Shares to be delivered hereunder, and (b) IMST’s, on behalf of the Acquiring Fund’s, title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement.

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5.10           REORGANIZATION UNDER THE CODE.  It is the intention of the parties that the Reorganization will qualify as a reorganization within the meaning of Section 368(a) of the Code.  Neither the Acquired Fund nor IMST shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that is inconsistent with such treatment or results in the failure of the Reorganization to qualify as such a reorganization.

5.11           HOLDING PERIOD.  IMST covenants that, if the Reorganization is consummated, each Acquired Fund Stockholder’s holding period for the Acquiring Fund Shares the stockholder receives in the Reorganization will be deemed to include that stockholder’s holding period for the Acquired Fund Shares it actually or constructively exchanges for those Acquiring Fund Shares for purposes of determining the application of any applicable contingent deferred sales charge, redemption or exchange fees.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND

The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the following conditions:

6.1           All representations, covenants, and warranties of IMST contained in this Agreement shall be true and correct as of the Closing Date, with the same force and effect as if made on and as of the Closing Date with only such exceptions as would not cause a Material Adverse Change with respect to IMST or the Acquiring Fund.  IMST shall have delivered to the Acquired Fund at the Closing a certificate, executed in the Acquiring Fund’s name by IMST’s President or Vice President and dated as of the Effective Time, to such effect.

6.2           The Acquired Fund shall have received on the Closing Date an opinion from regular counsel to the Acquiring Fund dated as of the Closing Date covering the following points:

(a)           The Acquiring Fund is a series of shares of IMST duly established and designated by the Declaration of Trust.  IMST is a statutory trust validly existing and in good standing under the Delaware Statutory Trust Act.  The Declaration of Trust provides IMST with the statutory trust power necessary for it to own its properties and assets and conduct its business as described in the Registration Statement.  IMST has the trust power on behalf of the Acquiring Fund and has taken all action required to authorize it, to execute, deliver and perform its obligations under this Agreement in accordance with the applicable provisions of the Declaration of Trust and its By-Laws.

(b)           IMST is registered with the Commission as an investment company under the 1940 Act.  Based solely on telephonic advice by staff of the Commission, the Registration Statement has been declared effective by the Commission under the 1933 Act.  To the knowledge of such counsel (which shall not require investigation beyond a telephone conversation with staff of the Commission), such counsel is not aware of any stop order suspending the effectiveness of the Registration Statement, and, to the knowledge of such counsel, no stop order proceedings for such purpose are pending by the Commission.

(c)           The execution, delivery and performance of this Agreement has been duly authorized by all necessary statutory trust action by IMST on behalf of the Acquiring Fund, this Agreement has been duly executed and delivered by IMST on behalf of the Acquiring Fund, this Agreement constitutes a valid and binding obligation of IMST and the Acquiring Fund, enforceable against IMST and the Acquiring Fund in accordance with its terms.

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(d)           The Acquiring Fund Shares to be delivered pursuant to this Agreement are duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and non-assessable.

(e)           To the knowledge of such counsel (which shall not require investigation beyond federal or Delaware law), no consent, approval, authorization or order of or filing with any court or governmental authority is required for IMST’s execution, delivery and performance of this Agreement, and the receipt of the Assets and the assumption of the Liabilities by the Acquiring Fund in accordance with this Agreement, other than (a) those that have been obtained under the 1933 Act, the 1934 Act or the 1940 Act,  and (b) those that may be required under state securities laws (as to which such counsel need express no opinion).

(f)           The execution and delivery of this Agreement did not, and the receipt of the Assets and the assumption of the Liabilities by the Acquiring Fund in accordance with this Agreement will not, violate the Declaration of Trust or IMST’s By-laws.

(g)           To the knowledge of such counsel, there is no action, suit or proceeding at law or in equity, or by or before any federal or Delaware state court or governmental or regulatory body or agency or arbitration board or panel pending or overtly threatened against IMST or the Acquiring Fund or any of their assets that challenges or seeks to prohibit, restrain or enjoin the Reorganization.

6.3           The post-effective amendment to the IMST Registration Statement filed by IMST with the Commission to create the Acquiring Fund has been declared effective by the Commission.

6.4           Prior to the Closing Date, IMST shall have authorized the issuance of and shall have issued an Acquiring Fund Share in each class (the “Initial Shares”)to an affiliate of UMBFS in consideration of the payment of a reasonable offering price of such Initial Shares, as determined by IMST’s Board, for the purpose of enabling such affiliate of UMBFS to vote to (a) approve the investment management agreement between IMST, on behalf of the Acquiring Fund, and the Manager, (b) approve any plan adopted by the Acquiring Fund pursuant to Rule 12b-1 under the 1940 Act, and (c) take such other steps related to the inception, establishment and organization of the Acquiring Fund as deemed necessary or appropriate by the Boards in order to conform the Acquiring Fund to the description of the Acquiring Fund included in the Proxy Statement/Prospectus.  At or before the Effective Time, each Initial Share shall be redeemed by the Acquiring Fund for the price at which it is issued.

6.5           IMST, on behalf of the Acquiring Fund, shall have performed in all material respects all of its obligations hereunder required to be performed by it on or before the Closing Date.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF IMST

The obligations of IMST to consummate the transactions provided for herein shall be subject, at its election, to the following conditions:

7.1           All representations, covenants, and warranties of the Acquired Fund contained in this Agreement shall be true and correct as of the Closing Date, with the same force and effect as if made on and as of such Closing Date with only such exceptions as would not cause a Material Adverse Change with respect to the Acquired Fund.  The Acquired Fund shall have delivered to IMST at the Closing a certificate executed in the Acquired Fund’s name by its President or Vice President, dated as of the Effective Time, to such effect.

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7.2           IMST shall have received on the Closing Date an opinion from regular counsel to the Acquired Fund, dated as of the Closing Date covering the following points:

(a)           The Acquired Fund is a corporation validly existing and in good standing under the laws of the State of Maryland and has power as a corporation to own all of its properties and assets and to carry on its business as described in its registration statement on Form N-1A, as amended.

(b)           The Acquired Fund has the corporate power to execute, deliver, and perform its obligations under this Agreement in accordance with the applicable provisions of the Articles and its By-laws and has taken all action required by those documents to authorize the execution, delivery, and performance of this Agreement; and this Agreement has been duly authorized, executed, and delivered by the Acquired Fund.

(c)           The execution and delivery of this Agreement did not, and the performance by the Acquired Fund of its obligations under this Agreement will not, violate the Articles or its By-laws.

(d)           To the knowledge of such counsel (which shall not require investigation beyond federal and Maryland law), no consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated by this Agreement (other than the dissolution of the Acquired Fund and the termination of its registration under the 1940 Act), other than (a) those that have been obtained under the 1933 Act, the 1934 Act or the 1940 Act, and (b) those that may be required under state securities laws (as to which such counsel need not express an opinion).

 (e)           The Acquired Fund is registered with the Commission as an investment company under the 1940 Act.

7.3           The Acquired Fund shall have delivered to IMST a statement of the Acquired Fund’s assets and liabilities, together with a list of the Acquired Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Acquired Fund.

7.4           The Acquired Fund shall have furnished to IMST a certificate, signed by the President or Vice-President and the Treasurer or any Assistant Treasurer of the Acquired Fund, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement.

7.5           The Acquired Fund shall have performed in all material respects all of its obligations hereunder required to be performed by it on or before the Closing Date.

ARTICLE VIII

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE INVESTMENT COMPANIES

If any of the conditions set forth below does not exist on or before the Closing Date with respect to either Investment Company, the other Investment Company shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

8.1           This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund in accordance with the 1940 Act, Maryland law and the provisions of the Articles and the Acquired Fund’s By-Laws.  Certified copies of the resolutions evidencing such approval shall have been delivered to IMST.  Notwithstanding anything herein to the contrary, neither Investment Company may waive the conditions set forth in this paragraph 8.1 (except with respect to the delivery of certified resolutions).

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8.2           On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act.  Furthermore, no action, suit or other proceeding brought by a governmental agency shall be threatened in writing or pending before any court or governmental agency in which it is sought to restrain or prohibit this Agreement or the transactions contemplated herein.

8.3           (a).  All consents, orders, and permits of federal authorities under the 1933 Act, 1934 Act and 1940 Act that are necessary to permit consummation of the Reorganization (other than the dissolution of the Acquired Fund and the termination of its registration under the 1940 Act) shall have been obtained, except where failure to obtain any such consent, order, or permit would not cause a Material Adverse Change with respect to the Acquiring Fund or the Acquired Fund, provided that either party hereto may waive any such conditions for itself.

(b).  All consents of other parties and all other consents, orders, and permits of state and local regulatory authorities that, in any such case, are (i) necessary to permit consummation of the Reorganization (other than the dissolution of the Acquired Fund and the termination of its registration under the 1940 Act) and (ii) specifically listed on Schedule 8.3(b) hereof, shall have been obtained, except where failure to obtain any such consent, order, or permit would not cause a Material Adverse Change with respect to the Acquiring Fund or the Acquired Fund, provided that either party hereto may waive any such conditions for itself.

8.4           The amendment to the IMST Registration Statement with respect to the Acquiring Fund referred to in paragraph 4.2(d) shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued.  To the knowledge of the Investment Companies, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.

8.5           The parties shall have received an opinion from regular counsel to the Acquiring Fund dated as of the Closing Date and addressed to the Investment Companies to the effect that for federal income tax purposes:

(a)           The transfer of all of the Assets in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities (followed by the distribution of those Acquiring Fund Shares to the Acquired Fund Stockholders and the termination of the Acquired Fund) will constitute a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, and each Fund will be a “party to a reorganization” within the meaning of Section 368(b) of the Code.

(b)           No gain or loss will be recognized by the Acquiring Fund upon the receipt of the Assets solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities.

(c)           No gain or loss will be recognized by the Acquired Fund upon the transfer of the Assets to the Acquiring Fund in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities or upon the distribution of those Acquiring Fund Shares to the Acquired Fund Stockholders in exchange (whether actual or constructive) for such stockholders’ Acquired Fund Shares.

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(d)           No gain or loss will be recognized by the Acquired Fund Stockholders upon the exchange (whether actual or constructive) of their Acquired Fund shares for Acquiring Fund Shares in the Reorganization.

(e)           The aggregate tax basis for Acquiring Fund Shares received by an Acquired Fund Stockholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Acquired Fund Shares exchanged (whether actual or constructive) therefor by such stockholder.  The holding period of Acquiring Fund Shares received by an Acquired Fund Stockholder will include the period during which the Acquired Fund Shares exchanged (whether actual or constructive) therefor were held by such stockholder, provided the Acquired Fund Shares are held as capital assets at the Effective Time.

(f)           The Acquiring Fund’s tax basis of each Asset will be the same as the tax basis of such Asset to the Acquired Fund immediately prior to the Reorganization.  The holding period of each Asset in the hands of the Acquiring Fund will include the period during which that Asset was held by the Acquired Fund.

(g)           For purposes of Section 381 of the Code, the Acquiring Fund will be treated just as the Acquired Fund would have been treated if there had been no Reorganization.  Accordingly, the Reorganization will not result in the termination of the Acquired Fund’s taxable year and the part of the Acquired Fund’s taxable year before the Reorganization will be included in the Acquiring Fund’s taxable year after the Reorganization.  The Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code, subject to any applicable conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder.

Such opinion shall be based on customary assumptions and such representations as regular counsel to the Acquiring Fund may reasonably request, and each Investment Company will cooperate to make and certify the accuracy of its representations.  Notwithstanding anything herein to the contrary, neither Investment Company may waive the condition set forth in this paragraph 8.5.

8.6           Prior to the Closing, IMST's Board shall have approved an investment management agreement between IMST, on behalf of the Acquiring Fund, and the Manager (provided that IMST and the Manager shall have negotiated in good faith to agree to such investment management agreement).

ARTICLE IX

EXPENSES

9.1           Except as otherwise provided for herein and subject to complying with the representations contained in paragraphs 4.1(dd) and 4.2(t), the Manager, or an affiliate thereof, and UMBFS, or on affiliate thereof, shall together (and as apportioned between themselves as they may agree) bear all expenses of the transactions contemplated by this Agreement.  Such expenses include (a) expenses associated with the preparation and filing of the Registration Statement (including the Proxy Statement/Prospectus), (b) postage, (c) printing, (d) accounting fees, (e) audit and legal fees, including reasonable fees for this transaction of the Acquired Fund’s counsel and counsel of the Acquired Fund’s Independent Directors, and (f) costs of soliciting proxies.  Such persons shall remain liable for expenses, regardless of whether the transactions contemplated by this Agreement occur, and this paragraph 9.1 shall survive the Closing and any termination of this Agreement, pursuant to paragraph 11.1.  Notwithstanding the foregoing, expenses shall be paid by the party directly incurring them if and to the extent that the payment thereof by another person would result in that party’s disqualification as a RIC or would prevent the Reorganization from qualifying as a tax-free reorganization.

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ARTICLE X

ENTIRE AGREEMENT; SURVIVAL; CONFIDENTIALITY

10.1           IMST, on behalf of the Acquiring Fund, and the Acquired Fund agree that neither has made to the other any representation, warranty and/or covenant not set forth herein and that this Agreement constitutes the entire agreement among the parties.

10.2           The representations and warranties and the covenants to be performed on or prior to the Closing Date contained in this Agreement, or in any document delivered pursuant to or in connection with this Agreement, shall not survive the consummation of the transactions contemplated hereunder and shall terminate upon the Closing.  The covenants to be performed after the Closing Date, and the obligations of IMST, on behalf of the Acquiring Fund, shall continue in effect beyond the consummation of the transactions contemplated hereunder.

10.3           Each Investment Company agrees to treat confidentially and as proprietary information of the other Investment Company all records and other information, including any information relating to portfolio holdings, of its Fund and not to use such records and information for any purpose other than the performance of its duties under this Agreement; provided, however, that after prior notification of and written approval by the Investment Company (which approval shall not be withheld if the other Investment Company would be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities having proper jurisdiction, and which approval shall not be withheld unreasonably in any other circumstance), an Investment Company may disclose such records and/or information as so approved.

ARTICLE XI

TERMINATION

11.1           This Agreement may be terminated by the mutual agreement of IMST and the Acquired Fund  In addition, either IMST or the Acquired Fund may at its option terminate this Agreement, by written notice to the other, at or prior to the Closing Date due to:

(a)           a breach by the other of any representation, warranty, or agreement contained herein to be performed on or prior to the Closing Date that would cause the conditions to closing in paragraphs 6.1 and 6.5 (in the case of termination by the Acquired Fund) or 7.1 and 7.5 (in the case of termination by the Acquiring Fund) not to be satisfied, which breach has not been cured within 30 days of written notice thereof; or

(b)           it has become reasonably and objectively certain that a condition herein expressed to be precedent to the obligations of the terminating party will not or cannot be met; provided that any such failure to satisfy the applicable condition precedent has not been primarily caused by the terminating party’s failure to fulfill, or cause to be fulfilled, any obligation under this Agreement.

11.2           In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of any of the Acquiring Fund, the Acquired Fund, IMST, or the respective Directors or Trustees or officers to the other party or its Trustees or officers, but paragraph 9.1 shall continue to apply.

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ARTICLE XII

AMENDMENTS AND NOTICES

12.1           This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Investment Companies; provided, however, that following the meeting of the Acquired Fund’s stockholders pursuant to paragraph 5.2, no such amendment may have the effect of changing the provisions hereof to the detriment of such stockholders without their further approval.

12.2           Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by facsimile, personal service or prepaid or certified mail addressed:

In the case of the Acquired Fund, to:

W.P. STEWART & CO. GROWTH FUND, INC.

c/o W.P. Stewart & Co. Inc.

527 Madison Avenue

New York, NY 10022

Attn: Director of Fund Administration

In the case of IMST, to:

Investment Managers Series Trust

803 West Michigan Street, Suite A

Milwaukee, WI 53233

Attn: President.

ARTICLE XIII

PUBLIC ANNOUNCEMENTS

13.1           No party hereto shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or communicate with any news media without the consent of the other party hereto unless otherwise in the good faith judgment of such party such announcement or communication is required by law or applicable stock exchange regulation, and the parties hereto shall cooperate as to the timing and contents of any such press release, public announcement or communication.

ARTICLE XIV

HEADINGS; COUNTERPARTS; SEVERABILITY; GOVERNING LAW; WAIVER OF JURY TRIAL; ASSIGNMENT; LIMITATION OF LIABILITY

14.1           The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

14.2           This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

14.3           If any provision of this Agreement is invalid, illegal or incapable of being enforced, all other provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party hereto.  Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

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14.4           This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof; provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern.

14.5           Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation brought by a party hereto directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement.  Each of the parties hereto hereby (a) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it has been induced to enter into this Agreement and the transactions contemplated by this Agreement, as applicable, by, among other things, the mutual waivers and certifications in this paragraph.

14.6           This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party.  Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

14.7           It is expressly agreed that the obligations of IMST hereunder shall not be binding upon any of the Trustees, stockholders, officers, agents, or employees of IMST personally, but shall bind only the trust property of the Acquiring Fund, as provided in the Declaration of Trust.  The execution and delivery of this Agreement have been authorized by the Trustees of IMST on behalf of the Acquiring Fund and signed by authorized officers of IMST, acting as such.  Such authorization by such Trustees and such execution and delivery by such officers shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Acquiring Fund as provided in the Declaration of Trust.

14.8           It is expressly agreed that the obligations of the Acquired Fund hereunder shall not be binding upon any of the Directors, stockholders, officers, agents, or employees of the Acquired Fund personally, but shall bind only the Acquired Fund.  The execution and delivery of this Agreement have been authorized by the Directors of the Acquired Fund and signed by authorized officers of the Acquired Fund, acting as such.  Such authorization by such Directors and such execution and delivery by such officers shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Articles.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above.

INVESTMENT MANAGERS SERIES TRUST,

on behalf of the Acquiring Fund

By: ________________________________

Name: ______________________________

Title:           President

W.P. STEWART & CO. GROWTH FUND, INC.

By: ________________________________

Name: ______________________________

Title:           President

W.P. STEWART & CO., INC. with respect to

Paragraph 9.1 only

By: ________________________________

Name: ______________________________

Title:           President

UMB Fund Services, Inc. with respect to

Paragraph 9.1 only

By: ________________________________

Name: ______________________________

Title:

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EX-99.17.A

PROXY CARD

W.P. Stewart & Co. Growth Fund, Inc.

PROXY FOR SPECIAL MEETING OF STOCKHOLDERS

November 24, 2009

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

OF W.P. STEWART & CO. GROWTH FUND, INC.

The undersigned holder of shares of beneficial interest of the W.P. Stewart & Co. Growth Fund, Inc. (the “Fund”) hereby constitutes and appoints _______________, or in his/her absence, ___________, as proxies and attorneys of the undersigned, with full power of substitution to each, for and in the name of the undersigned, to vote and act upon all matters at the Special Meeting of Stockholders of the Fund to be held on November 24, 2009 at the offices of W.P. Stewart & Co., Inc., 527 Madison Avenue, New York, New York at XX:XX a.m. Eastern time, and at any and all adjournments thereof, relating to all shares of the Fund held by the undersigned or relating to all shares of the Fund held by the undersigned which the undersigned would be entitled to vote or act, with all the powers the undersigned would possess if personally present.

PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.

Date: __________________, 2009

____________________________

Signature (Sign in the Box)

Please sign exactly as your name or names appear on the left. Joint owners should each sign personally. When signing as attorney, executor, administrator, Trustee or guardian, please give your full title as such. If a corporation, please sign in full corporate name by president or other authorized Officer. If a partnership, please sign in partnership name by authorized person.

Please fill in one of the boxes as shown using black or blue ink or number 2 pencil.

PLEASE DO NOT USE FINE POINT PENS.

SPECIFY YOUR DESIRED ACTION BY A CHECK MARK IN THE APPROPRIATE SPACE. THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED (FOR) THE REORGANIZATION. THE PERSONS NAMED AS PROXIES HAVE DISCRETIONARY AUTHORITY, WHICH THEY INTEND TO EXERCISE IN FAVOR OF THE PROPOSAL REFERRED TO AND ACCORDING TO THEIR BEST JUDGMENT AS TO ANY OTHER MATTERS THAT PROPERLY COME BEFORE THE MEETING.

	FOR	AGAINST	ABSTAIN
1. To approve an Agreement and Plan of Reorganization providing for the transfer of all of the assets of the W.P. Stewart & Co., Growth Fund, Inc. (the “Target Fund”) to the W.P. Stewart & Co. Growth Fund (the “Acquiring Fund”), a newly created series of Investment Managers Series Trust (“IMST”), in exchange for (a) the Acquiring Fund’s shares, which would be distributed pro rata by the Target Fund to the holders of its shares in complete liquidation of the Target Fund, and (b) the Acquiring Fund’s assumption of all or substantially all of the liabilities of the Target Fund (the “Reorganization”).	¨	¨	¨

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

PLEASE SIGN AND DATE ON THE REVERSE SIDE OF THIS CARD.

EX-99.17.B

PROSPECTUS

W.P. Stewart & Co. Growth Fund, Inc.

 Ticker Symbol: WPSGX

Investment Adviser

W.P. Stewart & Co., Inc.

527 Madison Avenue

New York, New York 10022

W.P. Stewart & Co. Growth Fund, Inc. (the “Fund”) is a non-diversified mutual fund, the investment objective of which is capital gains. There can be no certainty that the Fund will achieve its investment objective.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

April 30, 2009

TABLE OF CONTENTS

	Page
RISK/RETURN SUMMARY	3
FUND PERFORMANCE	5
FEES AND EXPENSES	6
Expense Example	6
Portfolio Turnover	7
INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS	7
Investment Objective and Principal Investment Strategies	7
Principal Investment Risks	7
Other Investment Strategies and Risks	8
MANAGEMENT	9
The Investment Adviser	9
DISTRIBUTOR	9
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE	10
PRICING OF SHARES	10
PURCHASE OF SHARES	11
Direct Purchasers	11
Payments to Broker-Dealers and Other Third-Party Arrangements	11
Customer Identification and Verification	12
Anti-Money Laundering Program	13
Customers of Selected Broker-Dealers	13
Investment Minimums	13
REDEMPTIONS AND DISTRIBUTIONS	13
Redemptions	13
Dividends and Distributions	14
Redemption Fee	15
FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES	15
UNITED STATES FEDERAL INCOME TAXATION	16
Tax Status of the Fund	16
Taxability of Dividends and Distributions	16
Taxability of the Sale or Redemption of Shares	17
FINANCIAL HIGHLIGHTS	18

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RISK/RETURN SUMMARY

Investment Objective	Capital gains
Principal Investment Strategies	The Fund’s investment adviser, W.P. Stewart & Co., Inc. (the “Adviser”), seeks to achieve the Fund’s investment objective of capital gains (i.e., growth in the value of the Fund’s shares) by investing in common stocks of companies based on a variety of factors. Such factors include: the company’s record and projections of profit and earnings growth, accuracy and availability of information with respect to the company, success and experience of management, accessibility of management to the Adviser, product lines and competitive position both in the U.S. and abroad, lack of cyclicality, large market capitalization and liquidity of the company’s securities. The Fund primarily invests in large-market capitalization companies, which are companies that have market capitalizations of $5 billion or more (“large-cap”). The Fund’s portfolio normally consists primarily of common stocks of U.S.-based companies listed on the New York Stock Exchange.
Principal Investment Risks	Your Fund shares can go down in value, so you may lose money by investing in the Fund. The price of the Fund’s shares may be more volatile than the price of shares of funds investing in other types of equity securities or in primarily fixed income securities. The price of common stocks tends to fluctuate more dramatically than other types of investments. These price movements may result from economic, political and regulatory factors affecting individual companies, industries or securities markets as a whole. The price of growth stocks may be particularly volatile. Because the companies that issue these stocks usually reinvest a high portion of earnings in their own businesses, they may lack the dividend yield associated with value stocks that can cushion total return in a declining market. Also, because investors buy growth stocks based on their expected earnings growth, earnings disappointments often result in sharp price declines. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. In certain market cycles, the stocks of small- or mid-cap companies may outperform the stocks of large-cap companies. The Fund is a “non-diversified” investment company, which means that the Fund may invest a larger portion of its assets in

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	fewer companies than a diversified investment company. This increases the risks of investing in the Fund since the performance of each stock has a greater impact on the Fund’s performance.
	To the extent that the Fund invests a relatively high percentage of its assets in securities of a limited number of companies, the Fund may also be more susceptible than a diversified investment company to any single economic, political or regulatory occurrence. No method of fundamental or technical analysis, including that employed by the Adviser, has been proven to provide a guaranteed rate of return adjusted for investment risk.
Suitability	Because the Fund invests a high percentage of its assets in a limited number of common stocks, the Fund may not represent a complete investment program.

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FUND PERFORMANCE

The following bar chart and table show the variability of the Fund’s performance from year to year and provide some indication of the risks of investing in the Fund. The bar chart shows the Fund’s performance for each full calendar year of operations for the last ten years.  The table shows how the Fund’s average annual returns compare to those of a broad-based securities market index. Of course, past performance (before and after taxes) cannot predict or guarantee future results.

Annual Total Returns*

* Annual total returns do not include performance for the period from February 28, 1994 (inception date) through December 31, 1998. During the 10-year period shown in the bar chart, the highest return for a quarter was 15.06% (quarter ended December 31, 2004) and the lowest return for a quarter was -20.33% (quarter ended December 31, 2008).

Average Annual Total Returns (as of the fiscal year ended December 31, 2008)

	One Year			Five Years			Ten Years			Return Since Inception*
W.P. Stewart & Co. Growth Fund, Inc.
Return Before Taxes		-31.06	%		-1.77	%		-1.90	%		5.81	%
Return After Taxes on Distributions**		-31.63	%		-2.95	%		-2.68	%		4.73	%
Return After Taxes on Distributions and Sale of Fund Shares**		-19.30	%		-1.16	%		-1.44	%		5.01	%
S&P 500® Index (reflects no deduction for fees, expenses or taxes)***		-37.00	%		-2.19	%		-1.38	%		6.48	%

* Inception Date of Fund: February 28, 1994.

** After-tax returns: (i) are estimated and based on calculations using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes; actual after-tax returns depend on an individual investor’s tax situation and are likely to differ from those shown; and (ii) are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

*** The S&P 500® Index is the Standard & Poor’s 500® Index, a widely recognized, unmanaged index of common stock prices.

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FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)	None
Maximum Deferred Sales Load	None
Maximum Sales Load Imposed on Reinvested Dividends	None
Redemption Fee (as a percentage of the amount redeemed)(1)	1.00%
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	1.00%
Distribution (12b-1) Fees	None
Other Expenses(2)	1.19%
Total Annual Fund Operating Expenses(2)	2.19%
Expense Reimbursement(2)	-0.70%
Net Total Fund Operating Expenses After Expense Reimbursement(2)	1.49%

(1) The redemption fee is charged only if you redeem your shares within sixty days after the date of purchase of such shares.  The redemption fee does not apply to shares that are acquired by reinvestment of dividends or other distributions of the Fund.  In addition, the Fund may waive such redemption fee where such shares are purchased through or held in a vehicle where the vehicle sponsor has demonstrated to the Fund that either (a) a similar type of fee is imposed or (b) as determined by the Fund, short-term trading is otherwise adequately prohibited, prevented or deterred.

(2) Effective as of January 1, 2009 the Adviser has contractually agreed to pay or reimburse the Fund for all operating expenses of the Fund so that the ratio of net expenses to average net assets does not exceed 1.49% on an annualized basis.  Such agreement is effective until April 30, 2010, and may be extended by mutual agreement of the Adviser and the Fund for successive terms.

Expense Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, that the Fund’s operating expenses remain the same and that the expense reimbursement agreement currently in place is not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 year	3 years	5 years	10 years
$153	$600	$1,098	$2,469

The dollar amounts in the example above reflect the contractual expense reimbursement agreement to limit the Fund’s Total Annual Fund Operating Expenses through April 30, 2010, as described above. The amount of expenses you would pay would be the same whether or not you redeem your shares at the end of the period.

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Portfolio Turnover

During the most recent fiscal year, the Fund’s portfolio turnover rate was 46% of the average value of its portfolio.

INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS

Investment Objective and Principal Investment Strategies

The Fund’s investment objective is to earn capital gains for shareholders. The Fund normally invests primarily in common stocks listed on the New York Stock Exchange, but also invests, from time to time, in common stocks listed on other U.S. stock exchanges, in common stocks traded through The NASDAQ Stock Market Inc. (“NASDAQ”) and on international exchanges. The Fund permits investors to participate in a professionally-managed portfolio consisting primarily of stocks of growth businesses based in the U.S.

The Adviser employs an appraisal method which attempts to measure each prospective company’s quality and growth rate by numerous criteria. Such criteria include: the company’s record and projections of profit and earnings growth, accuracy and availability of information with respect to the company, success and experience of management, accessibility of management to the Adviser, product lines and competitive position both in the U.S. and abroad, lack of cyclicality, large market capitalization and liquidity of the company’s securities. These results are compared to the general stock markets to determine the relative attractiveness of each company at a given moment. The Adviser weighs economic, political and market factors in making investment decisions; this appraisal technique attempts to measure each investment candidate not only against other stocks of the same industry group, but also against a broad spectrum of investments. No method of fundamental or technical analysis, including that employed by the Adviser, has been proven to provide a guaranteed rate of return adjusted for investment risk.

The Fund invests in a relatively small number of individual stocks. To enable it to do so, the Fund technically is classified as “non-diversified.” It may invest more than 5% of the value of its assets in the securities of a company and may acquire more than 10% of the voting securities of a company (subject to certain limitations under the Internal Revenue Code).

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s Statement of Additional Information.  As described in more detail in the Fund’s Statement of Additional Information, the Fund publicly files a complete list of its portfolio holdings, which can be accessed from the Securities and Exchange Commission’s (the “Commission”) website at http://www.sec.gov 60 to 70 days after the end of a calendar quarter (through forms N-CSR and N-Q).

Principal Investment Risks

The price of the Fund’s shares may go up or down, and may be more volatile than shares of a fund investing in fixed income or money market securities. The prices of common stocks tend to rise and fall more dramatically than other types of investments. These price movements may result from economic, political, regulatory and other factors affecting the issuer, the issuer’s geographic region, the issuer’s industry, stock markets in general or particular sectors of stock markets. Large-cap stocks, for example, can react differently than small- or mid-cap stocks.

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The price of growth stocks may be particularly volatile. Since the issuers of such stocks usually reinvest a high portion of earnings in their own businesses, they may lack the dividend yield associated with value stocks that can cushion total return in a declining market. Also, growth stocks tend to be more expensive relative to their earnings or assets, especially compared to “value” stocks. Because investors buy growth stocks based on their expected earnings growth, earnings disappointments often result in sharp price declines.

Because the Fund invests in a relatively small number of individual stocks, the risks of investing in the Fund are greater than the risks of investing in a more widely diversified fund. To the extent that the Fund invests a relatively high percentage of its assets in securities of a limited number of companies, the Fund may be more susceptible than would a more widely diversified fund to any single economic, political or regulatory occurrence or to changes in a particular company’s financial condition or in the market’s assessment of the company.

Other Investment Strategies and Risks

In addition to the Fund’s principal investment strategies described above, the Fund may invest in the following other investments:

Temporary Positions:  For temporary defensive purposes, the Fund may invest up to 100% of its assets in debt securities of the U.S. government or its agencies or instrumentalities, interest-bearing accounts maintained with financial institutions, including banks, investment grade short-term debt securities and commercial paper of U.S. companies or repurchase agreements, as well as other money market instruments. The Fund may also invest in such debt securities in order to earn a return on available cash balances pending investment or reinvestment. The Fund may not achieve its investment objective by investing in such securities.

Mid-Cap Positions:  Although the Fund primarily invests in large-cap stocks, it may also invest in the stocks of mid-capitalization companies, which are companies that have market capitalizations of $2 billion to $5 billion (“mid-cap”). Mid-cap stocks may be more volatile and less liquid than large-cap stocks.

Foreign Investments:  The Fund may also invest in stocks issued by non-U.S. companies. Such investments will normally be made through the purchase of American Depositary Receipts (“ADRs”), which are investments in shares of non-U.S. companies denominated in U.S. Dollars. The Fund does not currently have any investments in non-U.S. stocks, but it may make such investments in the future. Investments in non-U.S. stocks, whether directly or through ADRs, involve more and different risks than investments in U.S. stocks. Foreign companies are not necessarily subject to the same disclosure, accounting and financial reporting standards as U.S. companies. Furthermore, the political, economic and social structures of some countries may be less stable and more volatile than those in the U.S. As a result, foreign stock exchanges, custodial arrangements and currencies generally are more volatile.

If the underlying investments represented by ADRs are denominated in foreign currencies or the Fund receives dividends that are declared in foreign currencies, the value of the ADRs and the amount of dividends received as measured in U.S. Dollars may be adversely affected by fluctuations in currencies, including fluctuations in the euro currency. Foreign investments, especially those in emerging markets, may be more volatile and potentially less liquid than investments in U.S. companies. In addition, dividends declared on the underlying investment represented by ADRs generally will be subject to withholding taxes.

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MANAGEMENT

The Investment Adviser

The Fund’s investments are managed by the Adviser, a Delaware corporation incorporated in 1998. The Adviser and its affiliates and its and their predecessors have been providing investment advisory services to individuals, trusts and pension funds since 1975 (and to the Fund, since its inception in 1994). The Adviser’s business office is located at 527 Madison Avenue, 20th Floor, New York, New York 10022-4212. Its telephone number is (212) 750-8585, and its facsimile number is (212) 980-8039.

The Adviser is responsible for the management of the Fund’s business affairs, including providing investment research and analysis of investment opportunities and the management of the Fund’s trading and investment transactions, subject to the investment policies and restrictions described in this Prospectus and the supervision of the Board of Directors.

The Adviser’s portfolio manager for the Fund is James Tierney. Mr. Tierney has served as a Portfolio Manager/Analyst and Senior Vice President of the Fund’s Adviser since 2003 and has been a Portfolio Manager/Analyst of the Adviser since 2000. Mr. Tierney was a Senior Analyst at J.P. Morgan Investment Management following a succession of industries including energy, transportation, media and entertainment from 1992-2000. Mr. Tierney left J.P. Morgan in 1990 to attend business school and returned after completing his M.B.A. in 1992. Mr. Tierney was in the Equity Research Department of J.P. Morgan Investment Management from 1988-1990 following the entertainment, healthcare and finance industries. Mr. Tierney holds a B.S. degree from Providence College and an M.B.A. from Columbia University. (The Statement of Additional Information, under “Investment Advisory and Other Services,” provides additional information about the portfolio manager’s compensation, other accounts managed, and ownership of securities in the Fund.)

Mr. Tierney and the other portfolio managers of the Adviser are members of an investment research group which selects the group of securities in which each account, including the Fund, may invest.  Mr. Tierney, who is primarily responsible for the day-to-day management of the Fund’s portfolio, selects securities from this group for investment by the Fund. Although each account managed by the Adviser has individual objectives and a unique portfolio, the Fund’s investments generally are similar to investments made by the Adviser’s other managed accounts.

Under the Investment Advisory Services Agreement between the Adviser and the Fund, as amended, effective January 1, 2008, the Fund pays the Adviser a fee at the annual rate of 1.0% of the Fund’s average daily net assets, quarterly in arrears.  A discussion regarding the basis for the approval by the Fund’s Board of Directors of the Investment Advisory Services Agreement is available in the Fund’s most recent annual report to shareholders for the fiscal year ending December 31.

DISTRIBUTOR

The Fund has entered into a distribution agreement with ALPS Distributors, Inc. (the “Distributor”), in connection with the promotion and distribution of the Fund’s shares, on September 18, 2002, which was Amended and Restated on September 30, 2005. The Distributor is located at 1290 Broadway, Suite 1100, Denver, Colorado 80203. The Distributor is not affiliated with the Adviser. The Adviser has agreed to bear,

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out of its own resources, all of the fees payable to the Distributor for its distribution services to the Fund as well as other fees and expenses in connection with the distribution of Fund shares.

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Management’s discussion of the Fund’s performance during the fiscal year ended December 31, 2008 is included in the Fund’s 2008 annual report to shareholders, additional copies of which can be obtained free of charge upon request in writing or by telephoning the Fund.

PRICING OF SHARES

The price of a Fund share is based on the Fund’s net asset value per share. The net asset value per share is determined each day the New York Stock Exchange is open for trading (each, a “Business Day”) by or at the direction of the Board of Directors as of the close of business of the New York Stock Exchange (generally 4:00 p.m., New York City time). Shares will not be priced on days that the New York Stock Exchange is closed for trading. The Fund’s portfolio securities may be traded elsewhere, such as on foreign exchanges, on days that the New York Stock Exchange is closed. As a result, the value of the Fund’s shares may be affected on days when shareholders will not be able to purchase or redeem shares of the Fund.

The net asset value is computed by dividing the sum of the market value of the securities held by the Fund plus any cash or other assets (including interest and dividends accrued but not yet received) minus all liabilities (including accrued expenses) by the total number of shares outstanding at a particular time.

In general, the Fund values its portfolio holdings at their last available public sale price on a Business Day in the case of securities listed on any established securities exchange or any comparable foreign over-the-counter quotation system providing last sale data, or, in the case of securities included in NASDAQ, at the NASDAQ Official Closing Price, or if no sales of such securities are reported on such date, and in the case of “over-the-counter” securities not described above in this paragraph, at the last reported bid price. In cases where securities are traded on more than one exchange, the securities are valued on the exchange on which the securities are principally traded.

Securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith by the Board of Directors of the Fund, the Fund’s Valuation Committee or the Adviser, in accordance with procedures adopted by the Board of Directors.  The circumstances under which fair valuation may be used include (i) where price quotations generally obtained from traditional pricing sources are unavailable or unreliable; (ii) unusual events, such as unexpected market closures or other significant events affecting an issuer of a security in the Fund’s portfolio, such as announcements of corporate actions or earnings, or significant market fluctuation or natural disasters, as a result of which the last market quotation for a security does not accurately reflect the current market value of the security; and (iii) valuations of illiquid or restricted securities.

The Fund’s use of fair valuation procedure is designed to help ensure that the Fund’s net asset value reflects the value of its underlying portfolio securities as accurately as possible. However, there can be no assurance that the value of a security as determined through the Fund’s fair valuation procedures will reflect such security’s market value.

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PURCHASE OF SHARES

You may purchase shares on any Business Day either directly from the Fund or through a broker-dealer.

The price of your shares is based on the next calculation of net asset value after your order is placed.  Any purchase orders placed prior to the close of business on the New York Stock Exchange (generally, 4:00 p.m. Eastern time) will be priced at the net asset value determined that day.  Certain broker-dealers or financial intermediaries, however, may require submission of orders prior to that time.

Purchase orders placed after that time will be priced at the net asset value determined on the next business day.  The Fund may reject any order to buy shares and may suspend the sale of shares at any time.  In particular, the Fund may reject any purchase orders when the Fund becomes aware of potentially harmful market timing, short-term or excessive trading patterns by shareholders.  See “Frequent Purchases and Redemptions of Fund Shares.”  Further, the Fund may reject any purchase order in accordance with the U.S. Patriot Act and Rules thereunder.

Direct Purchasers

If you purchase shares directly from the Fund, the purchase price will be the net asset value of the shares next computed following receipt of payment and the Subscription Application Form and Subscription Agreement attached to this Prospectus. Your payment cannot be accepted until the Fund receives these subscription documents.

Payment may be made by check or by wire pursuant to delivery instructions set forth in the Subscription Instructions. If you already are a Fund shareholder, you need not submit the subscription documents when purchasing additional shares. The Fund can reject any purchase.

The Fund generally does not issue certificates for shares. The Fund instead credits your account with the number of shares purchased. You should promptly check the confirmation that is mailed after each purchase (or redemption) in order to ensure that the purchase (or redemption) of shares reported has been recorded accurately in your account. Statements of account will be mailed monthly, showing transactions during the month.

Payments to Broker-Dealers and Other Third-Party Arrangements

The Adviser or its affiliates may, at their own expense out of their own financial resources, make cash payments to some, but not all brokers, dealers or other financial intermediaries (such as a bank) for shareholder services, as an incentive to sell shares of a Fund and/or promote retention of their customer’s assets in the Fund.  These payments, sometimes referred to as “revenue sharing,” do not change the price paid by investors to purchase the Fund’s shares or the amount the Fund receives as proceeds from such sales. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your sales persons to recommend the Fund over another investment. You can ask your financial intermediary for information about any payments it receives from the Adviser or its affiliates for any services the financial intermediary provides.

Subject to approval by the Board of Directors, the Fund may pay to financial intermediaries out of the Fund’s assets, fees for servicing shareholder accounts.  Such financial intermediaries would have omnibus accounts with the Fund’s transfer agent and provide shareholder servicing and/or sub-transfer agent services to

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shareholders or beneficial owners.  It is anticipated that any amounts paid by the Fund to such financial intermediaries will not exceed the amount the Fund would have incurred in maintaining the shareholder accounts for those who invest in the Fund directly rather than through these financial intermediaries.  As of December 31, 2008, the Fund had made no such payments.

Revenue sharing payments may be made by the Adviser to brokers, dealers and other financial intermediaries that provide services to the Fund or to shareholders of the Fund, including shareholder servicing, transaction processing, sub-accounting services, marketing support and/or access to sales meetings, sales representatives and management representatives of the broker, dealer or other financial intermediaries.  Revenue sharing payments may be made to certain authorized dealer firms in connection with the availability of the Fund within selected mutual fund platforms and wrap programs (together, “Platform Programs”).  Revenue sharing payments may also be made to brokers, dealers and other financial intermediaries for inclusion of the Fund on a sales list, including a preferred or select sales list, in other sales programs, or as an expense reimbursement in cases where the broker, dealer or other financial intermediary provides shareholder services to Fund shareholders.  Revenue sharing payments may be structured: (i) as a percentage of net sales; (ii) as a percentage of net assets; and/or (iii) as a fixed dollar amount.

Customer Identification and Verification

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account.

What this means to you:  When you subscribe for shares, we or your financial intermediary will ask your name, address, date of birth, and other information that will allow us to identify you.  This information is subject to verification to ensure the identity of all persons opening a mutual fund account.

The Fund is required by law to reject your subscription application if the required identifying information is not provided.

In certain instances, the Fund is required to collect documents to fulfill its legal obligation.  Documents provided in connection with your application will be used solely to establish and verify a customer's identity, and the Fund shall have no obligation with respect to the terms of any such document.

Attempts to collect the missing information required on the application will be performed by either contacting you or, if applicable, your broker.  If this information is unable to be obtained within a time frame established in the sole discretion of the Fund, your application will be rejected.

Upon receipt of your application in proper form (or upon receipt of all identifying information required on the application), your subscription will be accepted and your order will be processed at the net asset value per share next determined after receipt of your application and payment in proper form.

The Fund, however, reserves the right to close your account at the then current day's price if it is unable to verify your identity.  Attempts to verify your identity will be performed within a time frame established in the sole discretion of the Fund.  If the Fund is unable to verify your identity, the Fund reserves the right to liquidate your account at the then current day's price and remit proceeds to you via check.  The Fund reserves

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the further right to hold your proceeds until your original check clears the bank.  In such an instance, you may be subject to a gain or loss on Fund shares and will be subject to corresponding tax implications.

Anti-Money Laundering Program

Customer identification and verification is part of the Fund's overall obligation to deter money laundering under Federal Law.  The Fund has adopted Anti-Money Laundering Policy and Procedures designed to prevent the Fund from being used for money laundering or the financing of terrorist activities.  In this regard, the Fund reserves the right to (i) refuse, cancel or rescind any purchase or exchange order, (ii) freeze any account and/or suspend account services or (iii) involuntarily close your account in cases of threatening conduct or suspected fraudulent or illegal activity.  These actions will be taken when, in the sole discretion of Fund management, they are deemed to be in the best interest of the Fund or in cases when the Fund is requested or compelled to do so by government or law enforcement authority.  If your account is closed at the request of government or law enforcement authority, you may not receive proceeds of the redemption if the Fund is required to withhold such proceeds.

Customers of Selected Broker-Dealers

The Fund has authorized the use of certain broker-dealers to receive on its behalf purchase and redemption orders (“Selected Brokers”). Selected Brokers are authorized to enter into agreements with additional broker-dealers to receive purchase and redemption orders on the Fund’s behalf. The term “Selected Brokers” as used in this Prospectus will also include such authorized designees. The Fund will be deemed to have received a purchase or redemption order when a Selected Broker receives the order. Such orders will be priced at the Fund’s net asset value next computed after they are received by the Selected Broker and accepted by the Fund. Selected Brokers may charge their customers a fee for their services, no part of which is received by the Fund.

Investors who purchase Shares through a Selected Broker will be subject to the procedures of their Selected Broker, which may include charges, limitations, investment minimums, cutoff times and restrictions in addition to, or different from, those generally applicable to direct purchasers. Any charges imposed by a Selected Broker would reduce the return on an investment in the Fund. Investors should acquaint themselves with their Selected Broker’s procedures and should read this Prospectus in conjunction with any material information provided by their Selected Broker. Investors who purchase Shares through a Selected Broker may or may not be the shareholder of record. Selected Brokers are responsible for promptly transmitting purchase and redemption orders to the Fund.

Investment Minimums

The minimum initial investment in the Fund for direct purchasers is $25,000, although the Fund may in its discretion accept purchases for a lesser amount. The minimum initial investment in the Fund for investors who purchase shares through a Selected Broker is $2,500. There is no minimum subsequent investment.

REDEMPTIONS AND DISTRIBUTIONS

Redemptions

You may redeem shares on any Business Day. The redemption price will be the net asset value of the shares next computed following receipt of the redemption request in proper form by the Fund, less a

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redemption fee equal to 1.00% of the gross redemption proceeds if the shares are redeemed sixty days or less from the date of purchase.  Any redemption orders placed prior to the close of business on the New York Stock Exchange (generally, 4:00 p.m. Eastern time) will be priced at the net asset value determined that day.  Redemption orders placed after that time will be priced at the net asset value determined on the next Business Day.  Redemption requests must be made in writing and sent by mail to W.P. Stewart & Co. Growth Fund, Inc., 527 Madison Avenue, New York, New York 10022, or sent by facsimile to (212) 980-8039.  (However, if you invested through a Selected Broker, then you will need to contact your Selected Broker to place a redemption order.)  If certificates have been issued for the shares being redeemed, your redemption request must be accompanied by the certificates endorsed for transfer (or accompanied by an endorsed stock power). The Fund can refuse any requests for redemption if a Fund representative reasonably believes any such request may not be properly authorized. The Fund will not honor redemption requests that are not in proper form.

The Fund may require the redemption of your shares in full (less a 1.00% redemption fee if the shares are redeemed sixty days or less from the date of purchase) if (i) the net asset value of your shares is reduced to less than $2,500 due to redemptions made by you, or (ii) the Fund determines or has reason to believe that your ownership of such shares will cause the Fund to be in violation of, or require registration of any such shares or subject the Fund to additional registration or regulation under, the securities laws of any relevant jurisdiction.  Any such mandatory redemption shall be effective as of the date designated by the Fund in a notice to the shareholder (which shall be not less than 30 calendar days after delivery or mailing of the notice of mandatory redemption). If the Fund is requiring the redemption of your shares because the net asset value of your shares has been reduced to less than $2,500 due to redemptions made by you, you will be permitted to increase your investment during the notice period to at least $2,500 to avoid automatic redemption at the net asset value as of the close of business on the proposed redemption date.

You will receive payment of the redemption price within seven days after receipt by the Fund of the redemption request in good order, but the Fund may suspend the right of redemption or postpone payment during any period when (a) trading on the New York Stock Exchange is restricted or such Exchange is closed, other than customary weekend and holiday closings; (b) the Commission has by order permitted such suspension; or (c) an emergency, as defined by the Commission, exists, making sale of portfolio securities or determination of the value of the Fund’s net assets not reasonably practicable. You will receive notice of any suspension if you have submitted a redemption request and you have not received your redemption payment. If you do not withdraw your redemption request after notification of a suspension, the redemption will be made as of the day on which the suspension is lifted, on the basis of the net asset valuation on that day.

Shareholders who have invested through a Selected Broker should redeem their shares through the Selected Broker.

Dividends and Distributions

The Fund intends to pay you a dividend annually representing its entire net investment income (if any) and to distribute to you all its net realized capital gains (if any) at least annually. Your dividends and/or any capital gain distributions will be reinvested automatically in shares of the Fund at net asset value as of the payment date unless you make a written request to the Fund for payment in cash at least five days in advance of the payment date.

14

Checks issued upon your request for payment of dividends and capital gain distributions in cash will be forwarded to you by first class mail.  Uncashed checks will not earn interest.

Redemption Fee

The Fund charges a redemption fee for any shares of beneficial interest of the Fund that are redeemed sixty days or less after the date of purchase of such shares.  The fee is paid to the Fund to offset extra costs associated with short-term trading, such as portfolio transactions and administrative costs.  In addition, the Fund hopes that the fee will discourage short-term trading of its shares.  The Fund may modify, terminate or waive this fee at any time.

The Fund uses a “first-in, first-out” method to determine how long you have held your shares.  This means that if you bought shares on different days, the shares purchased first will be considered redeemed first for purposes of determining whether the redemption fee will be charged.

In addition, the Fund will waive such redemption fee where such shares are (i) acquired by reinvestment of dividends or other distributions of the Fund, or (ii) purchased through or held in a vehicle where the vehicle sponsor has demonstrated to the Fund that either (a) a similar type of fee is imposed or (b) as determined by the Fund, short-term trading is otherwise adequately prohibited, prevented or deterred.  You should contact your vehicle sponsor to determine whether it imposes a redemption fee or has such a policy in place, and whether your vehicle sponsor has arranged with the Fund to have the redemption fee waived.

The Fund reserves the right to modify or eliminate the redemption fee or waivers at any time.  In addition to the circumstances noted above, the Fund reserves the right to grant additional exceptions based on such factors as system limitations, operational limitations, contractual limitations and further guidance from the Securities and Exchange Commission (“SEC”) or other regulators.

If your shares are held through a financial intermediary in an omnibus or other group account, the Fund relies on the financial intermediary to assess the redemption fee on underlying shareholder accounts.

FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES

The Fund does not permit short-term or excessive trading in and out of the Fund.  Such practice may harm the Fund’s performance by disrupting portfolio management strategies, increasing expenses and diluting the value of shares held by long-term shareholders.  Accordingly, the Fund may take appropriate action when it becomes aware of potentially harmful market timing or short-term or excessive trading patterns by shareholders.

The Fund’s Board of Directors has adopted certain policies and procedures designed to detect and deter short-term or excessive trading.  Pursuant to the policies, the Fund monitors both the dollar amount and frequency of shareholder purchases and redemptions in the Fund and identifies trading activity deemed harmful or disruptive to the Fund and the investors.  Where the Fund reasonably believes that trading by a shareholder may involve short-term or excessive trading, the Fund will take appropriate action, which may include a warning to the investor, rejection of a particular trade or, in the event of repeated violations, prohibition of an investor’s future purchases of the Fund’s shares.

The Fund seeks to apply these policies uniformly in all cases, including to omnibus accounts at financial intermediaries, such as investment advisers, broker dealers, transfer agents, retirement plan administrators and

15

insurance companies.  The Fund’s ability to monitor the trading activity of investors whose shares are held in omnibus accounts is limited and dependent upon the cooperation of the financial intermediary in providing information with respect to individual shareholder transactions.

Shareholders seeking to engage in frequent purchases and redemptions may deploy a variety of strategies to avoid detection, and, despite the Fund’s efforts to discourage market timing, there can be no assurance that the Fund will be able to identify and curtail all such trading practices.

UNITED STATES FEDERAL INCOME TAXATION

Tax Status of the Fund

The Fund intends to qualify every year as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).  If the Fund qualifies as a regulated investment company, it generally will not be subject to U.S. federal income tax on income that is distributed to shareholders, provided that it distributes to its shareholders at least 90% of its net taxable income (which includes, among other items, dividends, interest, the excess of any net short-term capital gains over net long-term capital losses and taxable income other than net capital gains) and 90% of its net tax-exempt interest income in each taxable year.

Taxability of Dividends and Distributions

Distributions of the Fund’s net investment income (other than “qualified dividend income”) and distributions of net short-term capital gains will be taxable to you as ordinary income.  Distributions of the Fund’s net capital gains (the excess of the Fund’s net long-term capital gain for the taxable year over its net short-term capital loss for that year) designated as capital gain dividends by the Fund will be taxable to you as long-term capital gains, regardless of the length of time you have held shares of the Fund.  The Fund expects that its distributions will consist primarily of long-term capital gains.  To the extent that any distribution exceeds the Fund’s current and accumulated earnings and profits, such distribution will be treated as a tax-free return of capital to the extent of your adjusted basis in your shares of the Fund, and as a capital gain thereafter (if you held your shares of the Fund as capital assets).  Provided that you satisfy the applicable holding period and other requirements with respect to your shares of the Fund, distributions of the Fund’s “qualified dividend income” in taxable years beginning before January 1, 2011 will be treated as “qualified dividend income” received by you and will therefore be subject to U.S. federal income tax at the rates applicable to long-term capital gains.  The Fund will inform you each year of the tax status of distributions you received for the previous year.  Your tax liabilities for such distributions will depend on your particular tax situation.

If you elect to reinvest distributions in additional shares of the Fund, you will be treated for U.S. federal income tax purposes as receiving the relevant distributions and using them to purchase shares.  As a result, all distributions of net investment income and net capital gains, whether received in cash or reinvested, must be reported on your U.S. federal income tax return. A distribution will be treated as paid during a calendar year if it is declared by the Fund in October, November or December of the year to holders of record in such a month and paid by January 31 of the following year. Such distributions will be taxable to you as if received on December 31 of such prior year, rather than in the year in which the distributions are actually received.

By law, the Fund must withhold 28% of your dividends and redemption proceeds if you have not provided a taxpayer identification number or social security number or if the number you have provided is incorrect.

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In general, distributions of the Fund’s net investment income (other than a distribution of “qualified interest income” or “short-term capital gains” prior to 2010) to a foreign shareholder (an investor that, for U.S. federal income tax purposes, is a nonresident alien individual, a foreign corporation, or a foreign estate or trust) will be subject to withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.  In order to obtain a reduced rate of withholding, a foreign shareholder will be required to provide an Internal Revenue Service Form W-8BEN (or substitute form) certifying its entitlement to benefits under a treaty.  In general, foreign shareholders will not be subject to U.S. federal income tax with respect to distributions from the Fund of net capital gains or amounts retained by the Fund that are designated as undistributed net capital gains.

Taxability of the Sale or Redemption of Shares

You will recognize a taxable gain or loss, if any, if you sell or redeem your shares. You will generally be subject to taxation based on the difference between your adjusted tax basis in your shares sold or redeemed and the value of the cash or other property you receive in payment therefor.

Any gain or loss arising from the sale or redemption of shares will be treated as capital gain or loss if the shares are capital assets in your hands and will generally be long-term capital gain or loss if your holding period for your shares is more than one year and short-term capital gain or loss if it is one year or less. For taxable years beginning on or before December 31, 2010, capital gains recognized by individuals and other non-corporate shareholders on a sale or redemption of shares generally are taxed at the rate of 15% if your holding period for your shares is more than 12 months. Any loss realized on a sale or redemption will be disallowed to the extent your shares disposed of are replaced with substantially identical shares within a period beginning 30 days before and ending 30 days after the disposition of your shares.  In such a case, your basis of the shares acquired will be adjusted to reflect the disallowed loss. Any loss arising from the sale or redemption of shares for which you have a holding period of six months or less will be treated for U.S. federal tax purposes as a long-term capital loss to the extent of any amount of capital gain dividends you receive with respect to such shares.

In general, a foreign shareholder who is not present in the United States for 183 days or more during a taxable year generally is not expected to be subject to U.S. federal income tax with respect to gain on the sale or redemption of shares of the Fund, distributions from the Fund of net long-term capital gains or amounts retained by the Fund that are designated as undistributed capital gains.

The foregoing is a summary of some of the important U.S. federal income tax considerations affecting the Fund and its shareholders. It is not a complete analysis of all relevant tax considerations, nor is it a complete listing of all potential tax risks involved in purchasing or holding shares of the Fund. You should review the Statement of Additional Information and consult your tax advisor regarding specific questions of federal, state, local or foreign tax law.

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FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund’s financial performance for the past five years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the years ended December 31, 2008, 2007, 2006 and 2005 has been audited by Anchin, Block & Anchin LLP, Independent Registered Public Accounting Firm, whose report, together with the Fund’s financial statements, are included in the annual report, which is available upon request. The information for the year ended December 31, 2004 was audited by Weiser LLP.

	For the Year Ended December 31,
	2008			2007			2006			2005			2004
Net Asset Value Per Share, Beginning of Year		$165.31			$190.35			$192.59			$196.70			$175.37
Income or (Loss) from Investment Operations
Net Investment Loss		(0.79	)		(0.80	)		(1.24	)		(1.65	)		(1.00	)
Net Gain from Investments (both realized and unrealized)		(48.69	)		1.25			13.94			12.72			31.93
Total Increase from Investment Operations		(49.48	)		0.45			12.70			11.07			30.93
Redemption Fees		0.00			0.00	(a)		0.00			0.00			0.00
Less Distributions
Distributions (from capital gains)		(7.21	)		(25.49	)		(14.94	)		(15.18	)		(9.60	)
Net Asset Value Per Share, End of Year		$108.62			$165.31			$190.35			$192.59			$196.70
TOTAL INVESTMENT RETURN(b)		(31.06	)%		(0.03	)%		6.85	%		5.49	%		17.73	%
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Year (in thousands)		$28,724			$58,474			$95,015			$100,272			$84,017
Ratio of Net Expenses to Average Net Assets		2.19	%		1.97	%		1.89	%		1.88	%		1.93	%
Ratio of Total Expenses to Average Net Assets, Including Expenses Paid or Reimbursed by the Adviser		2.19	%		2.37	%		2.43	%		2.24	%		2.30	%
Ratio of Net Investment Loss to Average Net Assets		(0.48	)%		(0.35	)%		(0.64	)%		(0.94	)%		(0.54	)%
Portfolio Turnover		46	%		34	%		44	%		49	%		60	%

(a) This amount represents less than $0.01 per share.

(b) Total investment return is calculated assuming a purchase of common stock at net asset value at the beginning of the period, a sale at net asset value at the end of the period, reinvestment of all dividends and distributions at net asset value during the period and no redemption fee. Past performance results shown in this report should not be considered a representation of future performance.  Investment return will vary and net asset value of shares, when redeemed, may be worth more or less than their original cost.

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The Fund’s Statement of Additional Information includes additional information about the Fund and is incorporated by reference herein (legally forms a part of this Prospectus). Additional information about the Fund’s investments is also available in the Fund’s annual and semi-annual reports to shareholders. In the Fund’s annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. The Fund does not have an Internet Web site; however, the Adviser’s parent company has made this Prospectus, the Statement of Additional Information and the Fund’s most recent annual and semi-annual reports available on its website (http://www.wpstewart.com). You can also obtain, free of charge, the Statement of Additional Information, annual and semi-annual reports and additional copies of this Prospectus, or make shareholder inquiries, by writing to the Fund at 527 Madison Avenue, New York, New York 10022, by telephoning the Fund (collect) at (212) 750-8585, by sending an e-mail to fundinfo@wpstewart.com or by sending a request by facsimile to (212) 980-8039. In addition, you can obtain these and other related materials at the Securities and Exchange Commission’s internet site (http://www.sec.gov) or, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing to the Public Reference Section of the Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549-1520. You can also review and copy such materials at the Securities and Exchange Commission’s Public Reference Room in Washington, D.C. (please call (202) 551-8090 in advance for available hours).

ALPS Distributors, Inc. is the distributor for W.P. Stewart & Co. Growth Fund, Inc.

No person has been authorized to give any information or to make any representations other than those contained in this Prospectus or in the related Statement of Additional Information.

Investment Company Act File No. 811-8128

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EX-99.17.C

  W.P. STEWART & CO. GROWTH FUND, INC.

Semi-Annual Report

(Unaudited)

June 30, 2009

W.P. Stewart & Co. Growth Fund, Inc.

Semi-Annual Report to Shareholders as of June 30, 2009

Management Comments

During the first half of 2009, your Fund’s net asset value per share increased from $108.62 on December 31, 2008 to $119.09 on June 30, 2009.  This represents a total investment return of 9.64% compared to a return of 3.16% for the S&P 500 Index over the same period.  Complete performance information, including average annual total returns, can be found on page 1 of this report.

U.S. equity markets rebounded strongly in the second quarter as the panic seen in financial markets in the first quarter subsided. Fears of a second Great Depression appeared to wane as it became clearer that the actions taken by central banks and administrations to provide liquidity to financial systems around the world were proving effective. In particular, the rush to hoard cash has abated and some of that cash mountain has begun to make its way back into equity investments, pushing markets higher and reducing the cash held as a percentage of the market’s total value.

For the market as a whole, second quarter corporate earnings were, in general, slightly better than expectations as companies have been swift to lower costs to offset the effects of the weakening economy. These moves could ultimately result in an improvement in margins if economic activity improves.

During the period we saw the dramatic bankruptcies of Chrysler and General Motors.  But rather than prompting a market collapse, investors appeared to take the view that this was the best way for these companies to restructure and hopefully prosper in the future. This also suggests that the market may be starting to look forward to a period of better economic activity.

A notable change during the period was the steepening of the yield curve as long-dated treasuries sold off, reflecting the view that the economy is likely to recover. It also reflects concerns that we may see some inflation in the coming years, although today deflation is still the primary concern of the Federal Reserve.

Long-term View

Economic data continues to make depressing reading, particularly the unemployment numbers, but there are some signs that the rate of deterioration is slowing, and many commentators are talking of the ‘green shoots’ of economic recovery. Certainly, the dramatic fall in inventories we saw in the first quarter looks like an over-reaction, and companies may soon begin a process of restocking that may boost economic activity over the next few months. Overall, it feels like the economy is building a base from which it can recover, albeit relatively slowly given the shocks to the system over the past 12 months.

Indeed, the U.S. economy still faces some serious challenges over the coming years. In particular, the key issue for investors is whether the economic recovery we hope to see towards the end of 2009 can be sustained into 2010 and 2011. Certainly the economic stimulus package and low interest rates will help, but at some point the U.S. government must begin to address the high levels of borrowing that are being undertaken to support the economy. It is also reasonable to expect that in 2010 interest rates may begin to rise modestly, as the Federal Reserve looks to make sure that it does not prompt a return to asset bubbles fueled by cheap money.

W.P. Stewart & Co. Growth Fund, Inc.

Semi-Annual Report to Shareholders as of June 30, 2009

Management Comments (Continued)

We continue to believe that the market is undervaluing high quality businesses that are able to prosper even in a challenging economy. Broadly, we are focusing the Fund’s portfolio on two areas, those companies that have secular trends that support long-term growth, and those that are the strongest players in their field and will likely gain at the expense of weaker players. Examples of the former include MasterCard, which is benefiting from the global switch from checks and cash to plastic payments, and Google, where advertising is increasingly moving to the internet. Staples and Target are examples of companies that are benefiting from taking market share from weaker players.

Performance in the first half of 2009 was helped by strong returns from Qualcomm, McGraw Hill, MSCI and MasterCard with the common theme being earnings results that came in ahead of expectations.  Detractors from performance were Procter & Gamble and Automatic Data Processing as both companies reduced earnings expectations which led to negative stock returns.

Looking forward, we strongly believe that the market will reward those companies that can do well despite a challenging background.  As investors increasingly struggle to find returns from bonds or cash, we believe that they will rate these types of companies very highly.

Given the volatile ride that investors have had over the last few years, we understand a high level of caution is likely for some time to come, but there is nothing as helpful as a rising stock market to improve investor confidence. Given the amount of cash on the sidelines and the beginnings of a slow recovery for the economy, we remain relatively bullish.

James T. Tierney, Jr.

Portfolio Manager

New York, NY

July 2009

Note: The views expressed above reflect those of the Portfolio Manager only through the end of the period stated above.  The Portfolio Manager’s views are subject to change at any time based on market and other conditions.  These views are not intended to be a forecast of future events, a guarantee of future results, or investment advice.

Past performance is not indicative of future results.

					Return Since
	Six Month	One Year	Five Year	Ten Year	Inception*
W.P. Stewart & Co. Growth Fund, Inc.**	9.64%	-12.77%	-0.61%	-1.37%	6.26%
S&P 500 Index***	3.16%	-26.21%	-2.24%	-2.22%	6.48%

*	Inception Date of Fund: February 28, 1994.
**	Total Fund Operating Expenses (for the year ended December 31, 2008):    2.19%.
	Please refer to page 9 for additional expense ratio information.
***	The S&P 500 Index is the Standard & Poor's Composite Stock Price Index, a widely recognized, unmanaged index of common stock prices.  You cannot invest directly in an index.

The return figures above represent past performance which is no guarantee of future results.  The investment return and principal value of an investment will fluctuate, and therefore, an investor's shares, when redeemed, may be worth more or less than their original cost.  Current performance may be lower or higher than the performance data quoted.  To obtain current month-end performance numbers, please call our toll free number: (888) 695 4092.

The Fund's returns are calculated assuming reinvestment of all dividends and distributions at net asset value during the period.  The S&P 500 Index returns assume no transaction costs.  The graph and table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or following the redemption of Fund shares.

1

W.P. Stewart & Co. Growth Fund, Inc.

Understanding Your Fund’s Expenses

June 30, 2009 (Unaudited)

We believe it is important for you to understand the impact of costs on your investment.  All mutual funds have operating expenses.  As a shareholder of the Fund, you incur ongoing costs, which include costs for portfolio management and administrative services, among others.  Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of that fund.

A fund’s expenses are expressed as a percentage of its average net assets.  This figure is known as the expense ratio.  The following example is intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds.  The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2009 to June 30, 2009.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses.  You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period.  Simply divide your account by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.  Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period.  Rather, these figures are provided to enable you to compare the ongoing costs of investing in the Fund and other funds.  To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only.  Therefore, the second line of the table is useful in comparing ongoing costs, and will not help you determine the relative total cost of owning different funds that have transactional costs, which if they were included, would increase your costs.  Your Fund does not charge a purchase fee nor does it carry a “sales load”; however, it does charge a redemption fee in certain circumstances. Costs are described in more detail in the Fund’s prospectus.

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During Period*
	01/01/09	06/30/09	01/01/09-06/30/09
Actual	$ 1,000.00	$ 1,096.40	$ 7.74
Hypothetical (5% return before expenses)	$ 1,000.00	$ 1,017.41	$ 7.45

*  Expenses are equal to the Fund’s annualized expense ratio of 1.49% multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

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W.P. Stewart & Co. Growth Fund, Inc.

Fund Profile

June 30, 2009 (Unaudited)

The information below gives you a snapshot of the Fund at the end of the reporting period.

The Fund is actively managed and the composition of its portfolio will change over time.

Portfolio Sectors*

% of Fund's Net Assets

*  For reporting purposes, industry classifications are combined in this Portfolio Sectors chart.

   For industry classifications, please see the Schedule of Investments starting on page 4.

Top Ten Stocks as of June 30, 2009
% of Fund's Net Assets
	Becton, Dickinson & Company	7.7%
	MasterCard, Inc.	7.7%
	PepsiCo, Inc.	6.2%
	Qualcomm Inc.	6.1%
	Automatic Data Processing, Inc.	5.9%
	Procter & Gamble Company	5.9%
	Praxair, Inc.	5.0%
	Target Corporation	4.9%
	Staples, Inc.	4.9%
	Polo Ralph Lauren Corporation	4.8%

3

W.P. Stewart & Co. Growth Fund, Inc.

Schedule of Investments

June 30, 2009 (Unaudited)

Name of Issuer      and Title of Issue	Shares		Fair Value
COMMON STOCKS – 97.1%
Aerospace/Defense Equipment – 4.4%
United Technologies Corporation		22,600	$	1,174,296
Business Services – 4.6%
MSCI, Inc. (a)		50,000		1,222,000
Commercial Services – 11.0%
MasterCard, Inc.		12,300		2,057,913
Visa, Inc.		14,100		877,866
				2,935,779
Consumer Products – 5.9%
Procter & Gamble Company		30,900		1,578,990
Data Processing/Management – 9.3%
Automatic Data Processing, Inc.		44,800		1,587,712
Paychex, Inc.		35,000		882,000
				2,469,712
Distribution/Wholesale – 2.6%
Fastenal Company		20,500		679,985
Drugs & Health Care – 7.7%
Becton, Dickinson & Company		28,900		2,060,859
Electronics – 0.5%
Amphenol Corporation		4,400		139,216
Finance & Banking – 4.7%
Charles Schwab Corporation		72,000		1,262,880
Food & Beverages – 6.9%
Kellogg Company		4,000		186,280
PepsiCo, Inc.		29,900		1,643,304
				1,829,584
Hazardous Waste Disposal – 3.5%
Stericycle, Inc. (a)		18,200		937,846
Industrial Gases – 5.0%
Praxair, Inc.		18,900		1,343,223

The accompanying notes are an integral part of these financial statements.

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W.P. Stewart & Co. Growth Fund, Inc.

Schedule of Investments (Continued)

June 30, 2009 (Unaudited)

Name of Issuer      and Title of Issue	Shares		Fair Value
COMMON STOCKS – (Continued)
Internet – 6.8%
Google, Inc. (a)		2,175	$	916,958
McAfee, Inc. (a)		21,500		907,085
				1,824,043
Restaurants – 3.6%
Chipotle Mexican Grill Inc., Class B (a)		13,900		970,081
Retail – 14.5%
Polo Ralph Lauren Corporation		23,700		1,268,898
Staples, Inc.		64,300		1,296,931
Target Corporation		33,100		1,306,457
				3,872,286
Wireless Communications – 6.1%
Qualcomm Inc.		36,100		1,631,720
TOTAL COMMON STOCKS – (Cost $28,531,234)				25,932,500
SHORT TERM INVESTMENTS – 2.7%
Repurchase Agreement – 2.7%	Principal
Agreement with State Street Corporation, 0.01%, dated	Amount
6/30/2009, to be repurchased at $714,000 on
07/01/2009, collateralized by $730,000 U.S. Treasury
Bill, 0.33% maturing 12/24/2009 (value $728,759)		714,000		714,000
TOTAL SHORT TERM INVESTMENTS – (Cost $714,000)				714,000
Total Investments – (Cost $29,245,234) – 99.8%				26,646,500
Other Assets Less Liabilities – 0.2%				65,648
Net Assets – 100.0%			$	26,712,148

(a) No dividends paid on security.

The accompanying notes are an integral part of these financial statements.

5

W.P. Stewart & Co. Growth Fund, Inc.

Statement of Assets and Liabilities

June 30, 2009 (Unaudited)

Assets:
Investments in securities, at fair value (cost $28,531,234)	$	25,932,500
Repurchase Agreement, at fair value (cost $714,000)		714,000
Cash		19
Receivable for investments sold		321,599
Dividends receivable		21,274
Other assets		55,884
Total Assets		27,045,276
Liabilities:
Payable for investments purchased		138,619
Payable for Fund shares purchased		1,800
Advisory fee payable		68,302
Accrued expenses and other payables		124,407
Total Liabilities		333,128
Net Assets	$	26,712,148
Net assets consist of:
Capital stock ($0.001 par value; 100,000,000 shares
authorized, 224,297 shares issued and outstanding)	$	224
Capital paid in excess of par		34,697,688
Undistributed net investment income		64,631
Accumulated realized loss on investments - net		(5,451,661	)
Unrealized depreciation on investments - net		(2,598,734	)
Net Assets	$	26,712,148
Net asset value per share*	$	119.09

*Redemption price per share for shares held less than 60 days is equal to net asset value less a 1.00% redemption fee.

The accompanying notes are an integral part of these financial statements.

6

W.P. Stewart & Co. Growth Fund, Inc.

Statement of Operations

For the Six Months Ended June 30, 2009 (Unaudited)

Investment Income:
Dividends	$	261,748
Interest and other		155
Total investment income		261,903
Expenses:
Investment advisory fees		132,397
Legal fees		90,477
Audit fees		35,135
Administration fees		35,112
Directors fees		31,915
Custodian fees		27,340
Transfer agent fees		19,315
Registration fees		14,926
Insurance fees		14,230
Printing fees		7,878
Miscellaneous fees		3,940
Total expenses before amounts reimbursed		412,665
Expenses reimbursed by the Adviser		(215,393	)
Net Expenses		197,272
Net investment income		64,631
Realized and Unrealized Gain/(Loss) from Investments:
Net realized loss from investments		(3,682,495	)
Net change in unrealized appreciation/(depreciation) on investments		5,859,129
Net realized and unrealized gain from investments		2,176,634
Net Increase in Net Assets Resulting from Operations	$	2,241,265

The accompanying notes are an integral part of these financial statements.

7

W.P. Stewart & Co. Growth Fund, Inc.

Statements of Changes in Net Assets

		For the				For the
		Six Months				Year
		Ended				Ended
	June 30, 2009				December 31,
		(Unaudited)				2008
Increase/(Decrease) in Net Assets from Operations:
Net investment income/(loss)		$	64,631			$	(208,677	)
Net realized (loss) from investments			(3,682,495	)			(1,738,662	)
Net change in unrealized appreciation/(depreciation)
on investments			5,859,129				(12,890,163	)
Net increase/(decrease) in net assets resulting
from operations			2,241,265				(14,837,502	)
Distributions to Shareholders from:
Net realized gain from investments			0				(1,980,483	)
Fund Share Transactions:
Proceeds from shares sold			313,026				807,793
Shares issued to shareholders
in reinvestment of distributions			0				1,956,341
Cost of redemptions			(4,565,694	) *			(15,696,105	)
Net (decrease) in net assets from
Fund share transactions			(4,252,668	)			(12,931,971	)
Net (Decrease) in Net Assets			(2,011,403	)			(29,749,956	)
Net Assets:
Beginning of period			28,723,551				58,473,507
End of period		$	26,712,148			$	28,723,551
Undistributed net investment income, end of period		$	64,631			$	0
* Net of $4 of redemption fees retained by the Fund.

The accompanying notes are an integral part of these financial statements.

8

W.P. Stewart & Co. Growth Fund, Inc.

Financial Highlights

	For the Six Months Ended June 30, 2009			For the Year Ended December 31,			For the Year Ended December 31,
	(Unaudited)			2008			2007
Income/(Loss) from Investment Operations:
Per Share Operating Performance:
Net asset value, beginning of period	$	108.62		$	165.31		$	190.35
Net investment income/(loss)		0.29			(0.79	)		(0.80	)
Net realized and unrealized gain/(loss)
from investments		10.18			(48.69	)		1.25
Net increase/(decrease) from investment
operations		10.47			(49.48	)		0.45
Redemption fees		0.00	(a)		0.00			0.00	(a)
Distributions to shareholders from net
realized gains on investments		0.00			(7.21	)		(25.49	)
Net asset value, end of period	$	119.09		$	108.62		$	165.31
Total Investment Return (b)		9.64	%		(31.06	)%		(0.03	)%
Ratios and Supplemental Data:
Ratio of net expenses to average
net assets		1.49	%(c)		2.19	%		1.97	%
Ratio of total expenses to average
net assets, including expenses paid
or reimbursed by the Adviser		3.12	%(c)		2.19	%		2.37	%
Ratio of net investment gain/(loss) to
average net assets		0.49	%(c)		(0.48	)%		(0.35	)%
Portfolio turnover		22	%		46	%		34	%
Net assets, end of period (in thousands)	$	26,712		$	28,724		$	58,474

(a)  This amount represents less than $0.01 per share.

(b)Total investment return is calculated assuming a purchase of common stock at net asset value at the beginning of the period, a sale at net asset value at the end of the period, reinvestment of all dividends and distributions at net asset value during the period and no redemption fee. Total investment return for a period of less than one year is not annualized. Past performance results shown in this report should not be considered a representation of future performance. Investment return will vary and net asset value of shares, when redeemed, may be more or less than their original cost.

(c)  Annualized.

The table above reflects the unaudited operating performance for the six months ended June 30, 2009 and the audited operating performance for the years ended December 31, 2008 and 2007 based on a share of Fund common stock outstanding, as well as total investment return, ratios to average net assets and other supplemental data for the periods indicated. This information has been determined based upon information provided in the financial statements.

The accompanying notes are an integral part of these financial statements.

9

W.P. Stewart & Co. Growth Fund, Inc.

Financial Highlights (Continued)

	For the Year Ended  December 31,			For the Year Ended December 31,			For the Year Ended December 31,
	2006			2005			2004
Income/(Loss) from Investment Operations:
Per Share Operating Performance:
Net asset value, beginning of period	$	192.59		$	196.70		$	175.37
Net investment loss		(1.24	)		(1.65	)		(1.00	)
Net realized and unrealized gain
from investments		13.94			12.72			31.93
Net increase from investment
operations		12.70			11.07			30.93
Redemption fees		0.00			0.00			0.00
Distributions to shareholders from net
realized gains on investments		(14.94	)		(15.18	)		(9.60	)
Net asset value, end of period	$	190.35		$	192.59		$	196.70
Total Investment Return (a)		6.85	%		5.49	%		17.73	%
Ratios and Supplemental Data:
Ratio of net expenses to average
net assets		1.89	%		1.88	%		1.93	%
Ratio of total expenses to average
net assets, including expenses paid
or reimbursed by the Adviser		2.43	%		2.24	%		2.30	%
Ratio of net investment loss to
average net assets		(0.64	)%		(0.94	)%		(0.54	)%
Portfolio turnover		44	%		49	%		60	%
Net assets, end of period (in thousands)	$	95,015		$	100,272		$	84,017

(a) Total investment return is calculated assuming a purchase of common stock at net asset value at the beginning of the period, a sale at net asset value at the end of the period, reinvestment of all dividends and distributions at net asset value during the period and no redemption fee. Past performance results shown in this report should not be considered a representation of future performance. Investment return will vary and net asset value of shares, when redeemed, may be more or less than their original cost.

The table above reflects the audited operating performance based on a share of Fund common stock outstanding as well as total investment return, ratios to average net assets and other supplemental data for the periods indicated. This information has been determined based upon information provided in the financial statements.

The accompanying notes are an integral part of these financial statements.

10

W.P. Stewart & Co. Growth Fund, Inc.

Notes to Financial Statements

June 30, 2009 (Unaudited)

1.  Organization and Fund Description

W.P. Stewart & Co. Growth Fund, Inc. (the “Fund”) is an open-end, non-diversified management investment company registered under the Investment Company Act of 1940 (the “Act”).  It was incorporated under the laws of the State of Maryland in September 1993.  The Fund’s investment objective is to earn capital gains for shareholders.  The Fund invests primarily in common stocks listed on the New York Stock Exchange.  W.P. Stewart & Co., Inc., a registered investment adviser, is the Fund's investment adviser.  W.P. Stewart & Co., Inc. assumed this responsibility from an affiliate in July, 1998.  The change did not involve any change in actual control or management of the investment adviser to the Fund.  W.P. Stewart & Co., Inc. and its predecessor are together referred to as the “Adviser.”  Shares of the Fund are available for subscription by eligible investors.

2.  Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Fund.

Use of Estimates: The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of increases and decreases in net assets from operations during the reporting period.  Actual results could differ from those estimates.

Investment Valuation:  The Fund values its portfolio as directed by the Board of Directors at the close of business of the New York Stock Exchange (“NYSE”) (generally 4:00 p.m., New York City time) of each day the NYSE is open for trading (each, a “Business Day”).

In general, the Fund values its portfolio holdings as of their last available public sale price on a Business Day in the case of securities listed on any established securities exchange or any comparable foreign over-the-counter quotation system providing last sale data or, in the case of securities included in NASDAQ at the NASDAQ Official Closing Price, or if no sales of such securities are reported on such date and in the case of over-the-counter securities not described above in this paragraph, at the last reported bid price.  In cases where securities are traded on more than one exchange, the securities are valued on the exchange on which the securities are principally traded.  Securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Board of Directors of the Fund or the Fund’s Valuation Committee (see note 3 for additional information).

Investment Transactions:  The Fund records all securities transactions on a trade date basis.  Dividend income is recognized on the ex-dividend date and interest income is recognized on the accrual basis.  Realized gains and losses on sales of securities are determined on the basis of identified cost.

Repurchase Agreements:  A repurchase agreement customarily requires the seller to repurchase the securities at a mutually agreed upon time and price.  The total amount received by the Fund on repurchase is calculated to exceed the price paid by the Fund, reflecting an agreed upon yield for the period of time to the settlement (repurchase) date. The underlying securities (collateral) are ordinarily United States government securities, but may consist of other securities in which the Fund is permitted to invest.  Repurchase agreements are fully collateralized at all times.  It is the policy of the Fund to obtain possession of collateral with a market value equal to or in excess of the principal amount sold under the agreement.  If the seller defaults in its obligation to repurchase, the Fund may suffer a loss as a result of the cost in liquidating the collateral and if the collateral declines in value.

11

W.P. Stewart & Co. Growth Fund, Inc.

Notes to Financial Statements (Continued)

June 30, 2009 (Unaudited)

Income Taxes:  The Fund's policy is to continue to comply with the requirements of the Internal Revenue Code that are applicable to registered investment companies and to distribute all of its taxable income to its shareholders.  Therefore, no Federal income tax provision is required.

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (the “Interpretation”). The Interpretation establishes for the Fund a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns.  Management has evaluated the Fund’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

Dividends and Distributions to Shareholders:  The Fund intends to pay an annual dividend to shareholders of record representing its entire net investment income and to distribute all of its realized net capital gains at least annually.  Distributions are recorded on the ex-dividend date.  Income distributions and capital gain distributions are determined in accordance with income tax regulations, which may differ from accounting principles generally accepted in the United States of America.

3.  Fair Value Measurements

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”) effective January 1, 2008.  In accordance with FAS 157, fair value is defined as the price that the Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment.  FAS 157 established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.  Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique.  Inputs may be observable or unobservable.  Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity.  Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

·   Level 1 – quoted prices in active markets for identical investments

·   Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

·   Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

12

W.P. Stewart & Co. Growth Fund, Inc.

Notes to Financial Statements (Continued)

June 30, 2009 (Unaudited)

The following is a summary of the inputs used as of June 30, 2009 in valuing the Fund’s investments carried at value:

	Level 1		Level 2		Level 3		Total
Investments in Securities
Common Stocks	$	25,932,500	$	-	$	-	$	25,932,500
Short Term Investments		-		714,000		-		714,000
Total	$	25,932,500	$	714,000	$	-	$	26,646,500

The adoption of FAS 157 did not have an impact on the Fund’s financial position or results of operations.

4. Distributions to Shareholders

For the six months ended June 30, 2009, the Fund did not make any distributions to shareholders. For the year ended December 31, 2008, the Fund paid a distribution of $1,980,483, which represented $7.213307 per share.

The tax character of distributions paid for the year ended December 31, 2008 was as follows:

Distributions paid from:
Ordinary income	$	270,351
Long term capital gain		1,710,132
		1,980,483
Return of Capital		0
	$	1,980,483

As of December 31, 2008, the components of distributable earnings (loss deferrals) on a tax basis were as follows:

Unrealized depreciation	$	(8,606,485	)
Loss deferrals and carry forwards		(1,620,544	)
	$	(10,227,029	)

As of June 30, 2009, unrealized appreciation and depreciation for Federal income tax purposes was $1,405,518 and $4,004,252, respectively.  The aggregate cost of investments at June 30, 2009 for Federal income tax purposes was $29,245,234.  At December 31, 2008, the Fund had capital loss carryforwards in the amount of $809,613, available to offset possible future capital gains before the expiration date of December 31, 2016.

5.  Related Party Agreements and Other Transactions with Affiliates

Under the Investment Advisory Services Agreement, the Fund pays the Adviser a fee of 1.0% (1.5% through December 31, 2007) of the Fund’s average daily net assets, which is payable quarterly in arrears.

In addition to the quarterly advisory fee, the Fund bears all costs and expenses directly related to investment transactions effected and positions held for the Fund's account, including execution-related costs, custodial fees, interest on borrowings and administrative fees. Through December 31, 2008, the Adviser voluntarily agreed to waive and/or reimburse expenses of the Fund so that total Fund operating expenses did not exceed 2.5% of the average annual net assets of the Fund up to $30 million, 2% of the average annual net

13

W.P. Stewart & Co. Growth Fund, Inc.

Notes to Financial Statements (Continued)

June 30, 2009 (Unaudited)

assets of the Fund of the next $70 million, and 1.5% of the average annual net assets of the Fund in excess of $100 million. Such voluntary waiver and/or expense reimbursement was not required by the Investment Advisory Services Agreement. In 2007, in addition to this arrangement, the Adviser voluntarily reimbursed or paid certain expenses of the Fund, including audit and legal fees. Effective January 1, 2008, the Adviser ceased its voluntary reimbursement of certain legal and audit expenses of the Fund.

Effective January 1, 2009, the Adviser agreed to pay or reimburse the Fund for all operating expenses of the Fund so that the ratio of net expenses to average net assets does not exceed 1.49% on an annualized basis. The agreement is for a one year term but may be extended.

In 2002, the Fund entered into a Distribution Agreement with ALPS Distributors, Inc. (the “Distributor”) in connection with the promotion and distribution of the Fund’s shares. The Distributor is not affiliated with the Adviser. The Adviser has agreed to bear, out of its own resources, all of the fees payable to the Distributor for its distribution services to the Fund as well as other fees and expenses in connection with the distribution of Fund shares. For the six months ended June 30, 2009, these fees and expenses paid or accrued by the Adviser amounted to $6,121.

Under the terms of the Investment Advisory Services Agreement, an affiliated company of the Adviser may conduct brokerage services for the Fund.  For the six months ended June 30, 2009, the Adviser’s affiliate earned $0 in commissions as broker on trades of portfolio securities.  In addition, $1,066 was paid by the Fund to the affiliate for execution-related services provided and charged by unrelated third parties.

Each of the directors who is not an “interested person” of the Fund or the Adviser as defined under the Investment Company Act of 1940 (the “Independent Directors”) is entitled to be paid by the Fund a fee of $1,875 for each meeting that he or she attends of the Fund's Board of Directors and each meeting of any committee of the Board of Directors that he or she attends.  The Chairman of the Audit Committee and the Lead Independent Director receive an additional $1,875 per annum.  For the six months ended June 30, 2009, the Fund has paid a total of $41,250 to the Independent Directors for their services.

6.  Administration Agreement

The Fund is a party to an Administration Agreement with State Street Bank and Trust Company (the “Administrator”) dated January 11, 1994.  Under that agreement, the Administrator receives an annual fee equal to 0.08% of the Fund’s net asset value up to $125 million, 0.06% of the next $125 million, and 0.04% of assets in excess of $250 million, subject to a minimum annual fee of $65,000.

7.  Line of Credit

On April 29, 2003, the Fund obtained a 365 day unsecured revolving line of credit (the “Facility”) from State Street Bank and Trust Company (the “Bank”) pursuant to which it can borrow up to the lesser of (a) $5 million or (b) 10% of the Fund’s net assets.  On April 21, 2009, this Facility was extended to April 20, 2010.  This Facility can be used only (i) to temporarily finance the purchase or sale of securities or (ii) to finance the redemption of Fund shares.  Interest charged on borrowings, which may be outstanding for a maximum of 60 days, shall be payable at a variable rate per annum equal to the Bank’sovernight federal funds rate plus 0.75% per annum (0.50% through April 20, 2009).  The Fund is charged a commitment fee of 0.125% per annum (0.10% through April 20, 2009) on the unused portion of the Facility.  During the six months ended June 30, 2009, the Fund did not borrow under the Facility.

8.  Investment Transactions

Purchases of investments and proceeds from sales of investments, excluding short-term securities, for the six months ended June 30, 2009, were $5,672,581 and $9,899,530, respectively.

14

W.P. Stewart & Co. Growth Fund, Inc.

Notes to Financial Statements (Continued)

June 30, 2009 (Unaudited)

9.  Fund Share Transactions

The Fund is authorized to issue 100,000,000 shares of $0.001 par value capital stock.  For the six months ended June 30, 2009 and the year ended December 31, 2008 transactions in shares were as follows:

	Six Months Ended June 30, 2009						Year Ended December 31, 2008
	Shares			Amount			Shares			Amount
Sold		2,719		$	313,026			5,646		$	807,793
Reinvested		0			0			13,357			1,956,341
Redeemed		(42,868	)		(4,565,694	)		(108,284	)		(15,696,105	)
Net decrease		(40,149	)	$	(4,252,668	)		(89,281	)	$	(12,931,971	)

10.  Redemption Fee

Effective January 1, 2007, the Fund charges a 1.00% redemption fee.  The redemption fee will only be charged on shares redeemed within sixty days after the date of purchase of such shares. The redemption fee will not apply to shares that are acquired by reinvestment of dividends or other distributions of the Fund.  In addition, the Fund may waive such redemption fee where such shares are purchased through or held in a vehicle where the vehicle sponsor has demonstrated to the Fund that either (a) a similar type of fee is imposed or (b) as determined by the Fund, short-term trading is otherwise adequately prohibited, prevented or deterred.

11.  Beneficial Interest

At June 30, 2009, Capinco c/o U.S. Bank, P.O. Box 1787, Milwaukee, WI 53201, held 12.80% (28,703 shares) of the Fund’s outstanding shares.  

12.  Contractual Obligations

The Fund enters into contracts that contain a variety of indemnifications.  The Fund’s maximum exposure under these agreements is unknown.  However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

13.  Recent Accounting Pronouncements

In accordance with the provisions set forth in FASB Statement of Financial Accounting Standards No. 165 "Subsequent Events", which is effective for interim and annual periods ending after June 15, 2009, management has evaluated, through August 28, 2009 (the date these financial statements are being issued), the possibility of subsequent events affecting the Fund’s financial statements.  Management has determined that there are no material events, through the above date, that would require disclosure in the Fund's financial statements.

15

W.P. Stewart & Co. Growth Fund, Inc.

527 Madison Avenue

New York, NY  10022

Directors and Officers

Rocco Macri	Director and President
Susan G. Leber	Director, Treasurer and Principal Financial Officer
Norman H. Brown, Jr.	Director
Craig M. Ferguson	Director
Margaret T. Monaco	Director
Joseph M. Santarella	Director
Seth L. Pearlstein	Secretary and Chief Compliance Officer

Investment Adviser	Distributor
W.P. Stewart & Co., Inc.	ALPS Distributors, Inc.
527 Madison Avenue	1290 Broadway, Suite 1100
New York, NY 10022	Denver, CO 80203

(212) 750-8585

Administrator, Custodian, Transfer Agent and Shareholder Servicing Agent

State Street Bank and Trust Company

2 Avenue de Lafayette

Boston, MA 02111

Independent Registered Public Accounting Firm	Legal Counsel
Anchin, Block & Anchin LLP	Davis Polk & Wardwell LLP
1375 Broadway	450 Lexington Avenue
New York, NY 10018	New York, NY 10017

Quarterly Portfolio Schedule

The Fund files with the Securities and Exchange Commission (“SEC”) a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. The filings are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (Call (800) SEC 0330 for information on the operation of the Public Reference Room.)

Proxy Voting Policies and Procedures

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free (888) 695 4092, or on the SEC’s website at http://www.sec.gov.  Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge upon request by calling toll-free (888) 695 4092, or on the SEC’s website at http://www.sec.gov.

This report is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless accompanied or preceded by the Fund's current prospectus.  Past performance results shown in this report should not be considered a representation of future performance.  Investment return will vary, and net asset value of shares, when redeemed, may be worth more or less than their original cost.

EX-99.17.D

  
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COVER

  
    Unassociated Document