SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [  ]

Check the appropriate box:

Investment Managers Series Trust

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

While we strongly encourage you to read the full text of the enclosed Proxy Statement, we are also providing you withthe following is a brief overview of the subjectproposals to approve the reorganization of the shareholder vote.Zacks All-Cap Core Fund, Zacks Small-Cap Core Fund, and Zacks Dividend Fund into corresponding new, identically-named series of the Zacks Trust (the “Proposals”).

The chart below shows how the Funds will be reorganized if each Proposal is approved. Each Fund and share class would be reorganized into the corresponding New Fund and share class.

Q & A: Questions and Answers on the Proposal

There are no changes anticipated to be made to a Fund’s portfolio as a result of being reorganized into the corresponding New Fund. In addition, each New Fund will be managed in accordance with the same investment objective, principal investment strategies, and investment policies, and will be subject to the same principal investment risks as the corresponding Fund.

Please vote by proxy as soon as you receive this Proxy Statement. You may cast your vote by completing, signing and mailing the enclosed proxy card, by calling the number on the enclosed proxy card, or via the internet by following the on-line instructions. If you vote by any of these methods, the persons appointed as proxies will officially cast your votes on your behalf at the Meeting. You may also attend the Meeting and cast your vote in person at the Meeting.

You can revoke your proxy or change your voting instructions at any time until the vote is important.taken at the Meeting.

Zacks All-Cap Core Fund 

Zacks Small-Cap Core Fund 

Zacks Dividend Fund

235 West Galena Street
Milwaukee, Wisconsin 53212

NOTICE OF MEETING OF SHAREHOLDERS
To Be Held October 26, 2023

Dear Shareholders:

The Board of Trustees of the Investment Managers Series Trust, an open-end management investment company established under the laws of Delaware, has called a meeting of the shareholders of the Zacks All-Cap Core Fund, Zacks Small-Cap Core Fund, and Zacks Dividend Fund (the “Funds” and each a “Fund”), to be held at the offices of the Funds’ co-administrator, Mutual Fund Administration LLC, at 2220 E. Route 66, Suite 226, Glendora, California 91740 on October 26, 2023, at 10:00 a.m. Eastern Time, for the following purposes:

Shareholders of record at the close of business on August 15, 2023 are entitled to notice of, and to vote at, the meeting and any adjournments or postponements thereof.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on October 26, 2023. A copy of the Notice of Shareholder Meeting, the Proxy Statement (including the proposed Agreement and Plan of Reorganization) and Proxy Voting Ballot are available at vote.proxyonline.com.

By Order of the Board of Trustees

Maureen Quill, President

September 5, 2023

YOUR VOTE IS IMPORTANT

To assure your representation at the meeting, please complete, date and sign the enclosed proxy card and return it promptly in the accompanying envelope. You also may vote by telephone or via the internet by following the instructions on the enclosed proxy card. Whether or not you plan to attend the meeting in person, please vote your shares; if you attend the meeting, you may revoke your proxy and vote your shares in person. For more information or assistance with voting, please call 1-888-453-4003.

Zacks Small-Cap Core Fund

Zacks Dividend Fund

235 West Galena Street
Milwaukee, Wisconsin 53212

MEETING OF SHAREHOLDERS

To Be Held October 26, 2023

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of Investment Managers Series Trust (the “Trust”) on behalf of the Zacks All-Cap Core Fund, Zacks Small-Cap Core Fund, and Zacks Dividend Fund (the “Funds” and each a “Fund”), each a series of the Trust, for use at the Meeting of Shareholders of the Fund to be held at the offices of the Funds’ co-administrator, Mutual Fund Administration LLC, at 2220 E. Route 66, Suite 226, Glendora, California 91740 on October 26, 2023 at 10:00 a.m., Eastern Time, and at any and all adjournments thereof (the “Meeting”). The Notice of Meeting, Proxy Statement, and accompanying form of proxy will be mailed to shareholders beginning on or about September 11 2023.

Only shareholders of record at the close of business on August 15, 2023 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting and any adjournments or postponements thereof.

The Funds will provide a copy of the Funds’ Prospectus, Statement of Additional Information (“SAI”), and most recent annual report and semi-annual report, including financial statements and schedules, at no charge by calling the Fund at 1-888-453-4003.

Zacks All-Cap Core Fund

Zacks Small-Cap Core Fund

Zacks Dividend Fund

PROXY STATEMENT – TABLE OF CONTENTS

THE PROPOSALS: TO APPROVE A PROPOSED AGREEMENT AND ANSWERS

Background

You are being asked to approve a reorganization of your Fund pursuant to an Agreement and Plan of Reorganization (the “Plan”) providing for the Fund to reorganize into a corresponding new, identically-named series of the Zacks Trust (each, a “Reorganization” and collectively, the “Reorganizations”). If approved by the shareholders of a Fund, such Fund will be reorganized into the corresponding New Fund and each shareholder of the Fund will become a shareholder of the corresponding New Fund. The Funds currently are series of the Trust. Zacks All-Cap Core Fund has registered one class of shares – Institutional Class shares. Zacks Small-Cap Core Fund and Zacks Dividend Fund have each registered two classes of shares – Institutional Class shares and Investor Class shares. If the Plan is happening?

The gross expenses for the new Zacks All-Cap Core Fund and new Zacks Dividend Fund are expected to be lower than the gross expenses of the current Zacks All-Cap Core Fund and current Zacks Dividend Fund, respectively. The gross expenses of the new Zacks Small Cap Core Fund are expected to be 0.01% higher than the gross expenses of the current Zacks Small-Cap Fund. The Adviser has contractually agreed for each New Fund to maintain the same expense cap as is currently in effect for the corresponding Fund until at least March 31, 2026. As a result, it is anticipated that the net expenses of each New Fund upon closing of the applicable Reorganization will be the same as or lower than (to the extent a New Fund is operating below its expense cap) the current net expenses of the corresponding Fund. Similar to the Funds, fee waivers and expense reimbursements, including those waivers and reimbursements made by each Fund prior to the applicable Reorganization, are subject to possible recoupment by the Adviser from the New Funds in future years (within the three years from the date the fees have been waived or reimbursed), if such recoupment can be achieved within the lesser of the expense limit in effect at the time such fees were waived or payments made or those in place at the time of recapture.

Following the Reorganizations, the New Funds will be governed by Zacks Trust’s Board of Trustees. Following the Reorganization, the Funds’ service providers (including the distributor, administrator, fund accounting agent, transfer agent, independent registered public accountant, and legal counsel) will change.

Pursuant to the Plan, each Reorganization will be accomplished as follows: (a) the transfer of all of the assets of the Fund to the corresponding New Fund in exchange for shares of the corresponding New Fund having a total dollar value equal to the total dollar value of the shares of the Fund and the assumption by the New Fund of all the liabilities of the corresponding Fund; (b) the pro rata distribution of shares on a per class basis of the New Fund to shareholders of record of the corresponding Fund as of the effective date of the Reorganization in full redemption of all shares of the Fund; and (c) the complete liquidation and termination of the Fund. The total value of the applicable New Fund shares that you receive in a Reorganization will be the same as the sub-advisortotal value of the corresponding Fund shares you held immediately before the Reorganization. A form of the Plan is attached hereto as Exhibit A.

If shareholders of a Fund approve the Proposal, the Board and officers of the Trust will execute and implement the Plan with respect to that Fund. If shareholders approve the Reorganization, it will take effect after the close of business on or about December 2, 2023 (the “Closing Date”) or such other date as may be agreed upon by the officers of Zacks Trust and the Trust in accordance with the Plan. The Reorganization of each Fund into the 361 Domestic Long/Short Equitycorresponding New Fund (the “Domestic Fund”)is not conditioned upon receipt of shareholder approval of the Reorganization relating to any other Fund. If a Reorganization of a Fund is not approved by shareholders, the Board will consider what further actions, if any, may be taken.

The Adviser is paying all costs associated with the Reorganization, including those of the Trust, Zacks Trust, and 361 Global Long/Short Equity Fund (the “Global Fund”) from the commencementFunds, and the New Funds, as noted above. The Trust and Zacks Trust are not affiliated.

Reorganization of Fund operationsthe Funds

At a meeting of the Board, held on March 31, 2016, and December 12, 2014, respectively, until October 1, 2016 when Wells Fargo Asset Management, a wholly-owned subsidiaryJune 13-14, 2023, the Board, including the members of Wells Fargo Bank, N.A., whichthe Board who are not “interested persons” as that term is a wholly-owned by Wells Fargo & Company, a diversified financial services company, acquired Analytic (the “Transaction”). Underdefined in the Investment Company Act of 1940 (the “1940 Act”) (“Independent Trustees”), considered the Transaction resultedPlan substantially in an assignmentthe form attached to this Proxy Statement, and terminationunanimously determined that each Reorganization was in the best interests of the existing sub-advisory agreement between 361 Capital, LLCshareholders of the applicable Fund and that the interests of those shareholders would not be diluted as a result of the Reorganization.

Reasons for the Proposed Reorganizations

The proposed reorganizations will result in the Funds joining the Zacks Trust, a proprietary fund platform consisting of series managed by the Funds’ adviser, Zacks Investment Management, Inc. (the “Advisor”“Adviser”). The Adviser believes being part of a proprietary fund platform will benefit the Funds and Analytictheir shareholders by providing operational efficiencies and more focused marketing and distribution efforts for the Funds, which may lead to growth in Fund assets and potential economies of scale.

The Board has approved the Reorganization and the related Plan with respect to each Fund (the “Initial Agreement”).

Plan

Below is a summary of the important terms of the Plan, a form of which is set forth in Exhibit A to this Proxy Statement, and which we encourage you to read in its entirety. All information regarding Zacks Trust, its operations and the various agreements between Zacks Trust and its service providers have been supplied by the Adviser, and neither the Trust nor any of its officers or any member of the Board have independently verified the accuracy of such information.

Key Provisions. The Plan consists of several steps that will occur on the Closing Date. First, a Fund will transfer all of its assets to the corresponding New Fund, which is a series of Zacks Trust, in exchange solely for (1) a number of full and fractional shares of each class or classes of shares (as applicable) of the New Fund with a net asset value equal to the net asset value of the corresponding class or classes of shares (as applicable) of the Fund being acquired and (2) the assumption by such New Fund of all of the liabilities of the applicable Fund. Immediately thereafter, the Fund will liquidate and distribute the shares received from the corresponding New Fund to its shareholders. This will be accomplished by opening an account on the books of the corresponding New Fund in the name of each shareholder of record of the applicable Fund and transferring those New Fund shares to each such account, by class, in complete liquidation of the applicable Fund. The value of your investment immediately after the Reorganization will be the same as it was immediately prior to the Reorganization. All of these related events,transactions would occur as of the Closing Date.

Until the Closing Date, shareholders of each Fund will continue to be able to redeem their shares at the net asset value per share next determined after receipt by the Fund’s transfer agent of a redemption request in proper form. After the Reorganization, all of the issued and outstanding shares of a Fund will be canceled on the books of the Fund, and the share transfer books of the Fund will be permanently closed. If the Reorganization is consummated, shareholders will be free to redeem the shares of the corresponding New Fund that they receive in the transaction at their then-current net asset value. Each Reorganization has been structured with the intention that it qualify for federal income tax purposes as a “reorganization” under the Code. Therefore, for federal income tax purposes, shareholders should not recognize any gain or loss on Fund shares as a result of the Reorganization. Nevertheless, shareholders are encouraged 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 corresponding New Fund in the Reorganization.

Fund shareholders will receive the same class of shares of the corresponding New Fund having a total dollar value equal to the total dollar value of the shares of such class of the Fund held by the shareholder immediately before the Reorganization. Thus, the Reorganization should not result in dilution of the net asset value of the Funds or the New Funds immediately following consummation of the Reorganization.

Other Provisions. Each Reorganization is subject to a number of conditions set forth in the Plan. Certain of these conditions may be waived by the Board of Trustees of each of the Trust and Zacks Trust. The significant conditions include: (a) the receipt by the Trust and Zacks Trust of an opinion of counsel as to certain federal income tax aspects of the Reorganization (which cannot be waived), and (b) the approval of the Plan by shareholders of the Fund (which cannot be waived). The Plan may be terminated and the Reorganization abandoned at any time prior to the Closing Date, before or after approval by the shareholders a Fund, by mutual agreement of the parties, or by either party in the event of specified circumstances such as material breach. In addition, the Plan may be amended in a non-material manner by the Board of Trustees of the Trust approved a new sub-advisory agreement on September 22, 2016 (the “New Agreement”) which allows Analyticand the Zacks Trust.

New Fund shares issued to continue servingFund shareholders in the Reorganization will be duly authorized, validly issued, fully paid and non-assessable when issued, will be redeemable without restriction and will have no preemptive or conversion rights.

Comparison of Each Fund and the Corresponding New Fund

Investment Objective, Limitations & Restrictions; Principal Investment Strategies; Risks. The investment objective, limitations and restrictions, as well as the sub-advisor to each Fund under terms substantially similar to those of the Initial Agreement. Provided that the New Agreement is approved by Fund shareholders, it will remain in effect with respect to the Fund(s) until September 30, 2018.

Fees and the 150-day term (which will be extendedExpenses. Each Reorganization is not expected to two years with respect to each Fund if the New Agreement is approved by the Fund’s shareholders). The sub-advisory fee rates will remain the same as under the Initial Agreement. If approved by the shareholdersof a Fund, the New Agreement will haveresult in an initial two-year termoverall increase in shareholder fees or net annual fund operating expenses with respect to the applicable Fund.

The gross expenses for the new Zacks All-Cap Core Fund and new Zacks Dividend Fund are expected to be lower than the gross expenses of the current Zacks All-Cap Core Fund and current Zacks Dividend Fund, respectively. The gross expenses of the new Zacks Small Cap Core Fund are expected to be 0.01% higher than the gross expenses of the current Zacks Small-Cap Fund. The Adviser has contractually agreed for each New Fund to maintain the same expense cap as is currently in effect for the corresponding Fund until at least March 31, 2026. As a result, it is anticipated that the net expenses of each New Fund upon closing of the applicable Reorganization will be the same as or lower than (to the extent a New Fund is operating below its expense cap) the current net expenses of the corresponding Fund.

Similar to the Funds, fee waivers and expense reimbursements, including those waivers and reimbursements made by each Fund prior to the applicable Reorganization, are subject to annual renewal thereafter. possible recoupment by the Adviser from the New Funds in future years (within the three years from the date the fees have been waived or reimbursed), if such recoupment can be achieved within the lesser of the expense limit in effect at the time such fees were waived or payments made or those in place at the time of recapture.

The portfolio managers who have managedamounts available for recoupment by the Adviser from each Fund since its inceptionas of May 31, 2023, are set forth in the table below. For the amounts corresponding to each year listed, any amount not recouped by November 30 of that year will continue to manageexpire and no longer be available for recoupment.

These tables describe the Fund under the New Agreement.

ZACKS ALL-CAP CORE FUND

These tables describe the fees and expenses of the Zacks All-Cap Core Fund and its corresponding New Fund.

Comparison of Shareholder Fees

Comparison of Annual Operating Expenses

Example. This example is intended to help you compare the cost of investing in the Fund and the New Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund or the New Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s or the New Fund’s operating expenses remain the same. The Example includes each Fund’s contractual expense limitation through March 31, 2026. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

ZACKS SMALL-CAP CORE FUND

These tables describe the fees and expenses of the Zacks Small-Cap Core Fund and its corresponding New Fund.

Comparison of Shareholder Fees

Comparison of Annual Operating Expenses

Example. This example is intended to help you compare the cost of investing in the Fund and the New Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund or the New Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s or the New Fund’s operating expenses remain the same. The Example includes each Fund’s contractual expense limitation through March 31, 2026. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

ZACKS DIVIDEND FUND

These tables describe the fees and expenses of the Zacks Dividend Fund and its corresponding New Fund.

Comparison of Shareholder Fees

Comparison of Annual Operating Expenses

Example. This example is intended to help you compare the cost of investing in the Fund and the New Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund or the New Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s or the New Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Management of the Funds and New Funds

Investment Adviser. Zacks Investment Management, Inc. located at 227 West Monroe Street, Suite 4350, Chicago, Illinois 60606, acts as the investment adviser pursuant to an advisory agreement and has overall responsibility for the general management and administration of the Funds and the New Funds. Under an investment advisory agreement between the Funds and the Trust, the Funds pay the Adviser the fees shown below as a percentage of average daily net assets. Under an investment advisory agreement between the New Funds and the Zacks Trust, the New Funds pay the Adviser the fees shown below as a percentage of average daily net assets.

Portfolio Manager. There will be no change to management team of each Fund as a result of the Reorganization. Mitch Zacks will continue as the portfolio manager of each New Fund. More detailed information about Mitch Zacks including principal occupations for the past 5 years, compensation information and other accounts managed, is included in the Prospectus and SAI of the Funds, which may be requested at no cost by calling the Trust at 1-888-453-4003.

Comparison of Share Classes and Fees

Share Classes. The Fund and the New Fund have the same share classes. The Fund has registered and offers, and the New Fund has registered and will offer, the following share classes.

The different classes of shares represent investments in the same portfolio of securities, but the classes are subject to different distribution charges and expenses that are likely to result in different share prices over time. Investor Class shares are subject to a 0.25% 12b-1 fee. Institutional Class shares are not subject to a 12b-1 fee.

Certain Information Regarding the Zacks Trust Trustees recommend that I vote?

The Board of Trustees unanimously approvedof Zacks Trust (the “Zacks Board”) consists of trustees different than the trustees that currently oversee the operations of the Funds. The Zacks Board consists of two non-interested person (independent) trustees (the “Zacks Independent Trustees”), David J. Kaufman and Stuart Kaufman, and one interested-person trustee, Mitch Zacks. Mr. Zacks is an “Interested Person” of Zacks Trust, as that term is defined under the 1940 Act, because he is a principal of the Adviser. The Zacks Board supervises the business and affairs of Zacks Trust and appoints or elects officers responsible for the day-to-day operations of Zacks Trust and the execution of policies established by Zacks Board resolutions. The Chairperson of Zacks Trust is David J. Kaufman.

Leadership Structure. Zacks Trust is led by David J. Kaufman, who has served as the Chairman of the Zacks Board since June 22, 2021. Under certain 1940 Act governance guidelines that apply to the Zacks Trust, the Zacks Independent Trustees will meet in executive session, at least quarterly. Under the Governing Documents, the Chairman of the Zacks Board is responsible for (a) presiding at board meetings, (b) calling special meetings on an as-needed basis, (c) execution and administration of Zacks Trust policies including (i) setting the agendas for board meetings and (ii) providing information to board members in advance of each board meeting and between board meetings. The Zacks Trust believes that its Chairman, the independent chair of the Audit Committee, and, as an entity, the full Zacks Board, provide effective leadership that is in the best interests of the Zacks Trust, its funds and each shareholder.

Board Risk Oversight. The Zacks Board of Trustees has a standing independent Audit Committee, Nominating and Governance Committee, and Valuation Committee, each with a separate chair. The Zacks Board is responsible for overseeing risk management, and the full Zacks Board regularly engages in discussions of risk management and receives compliance reports that inform its oversight of risk management from its Chief Compliance Officer at quarterly meetings and on an ad hoc basis, when and if necessary. The Audit Committee considers financial and reporting risk within its area of responsibilities. Generally, the Zacks Board believes that its oversight of material risks is adequately maintained through the compliance-reporting chain where the Chief Compliance Officer is the primary recipient and communicator of such risk-related information. The primary purposes of the Nominating and Governance Committee are to consider and evaluate the structure, composition and operation of the Zacks Board, to evaluate and recommend individuals to serve on the Zacks Board, and to consider and make recommendations relating to the compensation of the Zacks Independent Trustees.  The Nominating and Governance Committee may consider recommendations for candidates to serve on the Zacks Board from any source it deems appropriate. The Valuation Committee is responsible for overseeing the valuation designee, who determines, in good faith, the fair value of securities and other assets of a fund for which market quotations are not readily available, subject to the supervision and oversight of the Zacks Board.

Trustee Qualifications. Generally, the Zacks Trust believes that each Zacks Trustee is competent to serve because of their individual overall merits. The Zacks Board also has considered the following experience, qualifications, attributes, and/or skills, among others, of its members, as applicable, in reaching its conclusion: (i) such person’s business and professional experience and accomplishments, including prior experience in the financial services and investment management fields or on other boards; (ii) such person’s ability to work effectively with the other members of the Zacks Board; (iii) how the individual’s skills, experiences, and attributes would contribute to an appropriate mix of relevant skills and experience on the Zacks Board; (iv) such person’s character and integrity; (v) such person’s willingness to serve and willingness and ability to commit the time necessary to perform the duties of a Zacks Trustee; and (vi) as to each Zacks Trustee his status as a Zacks Independent Trustee.

In addition, the following specific experience, qualifications, attributes and/or skills were considered in respect of the listed Zacks Trustee.

Mitch Zacks is the President and Chief Executive Officer of the Adviser. He is also a Portfolio Manager at the Adviser overseeing the modeling and quantitative process. Mr. Zacks joined the Adviser in 1996 and has been a portfolio manager with the firm since 1999. Mr. Zacks wrote a weekly finance column for the Chicago Sun-Times and has written two books on quantitative investment strategies, which were published in 2003 and 2011. Prior to joining Zacks Investment Management in 1997, Mitch was an investment banking analyst at Lazard Freres in New AgreementYork. Mitch graduated cum laude from Yale University with distinction in his major of Economics. He received his M.B.A with high honors in his concentration of Analytic Finance and Statistics from the University of Chicago.

David J. Kaufman is a partner and Co-Chair of Thompson Coburn LLP’s Corporate and Securities Practice Group, a national law firm with over 400 lawyers.  He has been practicing for over 30 years.  As part of his practice, he frequently provides ongoing SEC compliance and reporting advice as well as providing public company boards of directors, board committees and officers with guidance regarding their fiduciary duties and other obligations.  He received his undergraduate degree in honors, with distinction, Master’s in Public Policy and Juris Doctorate from the University of Michigan, Ann Arbor.

Stuart Kaufman has over 20 years of operating, credit and financial advisory experience including the management of distressed corporate turnarounds, balance sheet and operational restructurings, corporate credit assessment and management. Prior to a career in interim management and business advisory, he worked in the telecommunications and natural resources industries and in financial services including structured financing and credit at prominent global financial institutions.

Each Zacks Trustee’s ability to perform his duties effectively also has been enhanced by his educational background and professional training. The Zacks Trust does not believe any one factor is determinative in assessing a Zacks Trustee’s qualifications, but that the collective experience of each Zacks Trustee makes them each highly qualified.

The following is a list of the Zacks Trustees and executive officers of the Zacks Trust and each person’s principal occupation over the last five years. Unless otherwise noted, the address of each Zacks Trustee and Officer is 4221 North 203rd Street, Suite 100, Elkhorn, Nebraska 68022-3474.

Audit Committee. Zacks Trust has an Audit Committee composed solely of Independent Trustees. The Audit Committee’s responsibilities include: (i) recommending to the Zacks Board the selection, retention or termination of the Zacks Trust’s independent auditors; (ii) reviewing with the independent auditors the scope, performance and anticipated cost of their audit; (iii) discussing with the independent auditors certain matters relating to the Zacks Trust’s financial statements, including any adjustment to such financial statements recommended by such independent auditors, or any other results of any audit; (iv) reviewing on a periodic basis a formal written statement from the independent auditors with respect to each Fundtheir independence, discussing with the independent auditors any relationships or services disclosed in the statement that may impact the objectivity and independence of the Zacks Trust’s independent auditors and recommending that the Zacks Board take appropriate action in response thereto to satisfy itself of the auditor’s independence; and (v) considering the comments of the independent auditors and management’s responses thereto with respect to the quality and adequacy of the Zacks Trust’s accounting and financial reporting policies and practices and internal controls. The Audit Committee operates pursuant to an Audit Committee Charter. The Audit Committee is responsible for seeking and reviewing nominee candidates for consideration as the Zacks Independent Trustees as is from time to time considered necessary or appropriate. The Audit Committee generally will not consider shareholder nominees. The Audit Committee is also responsible for reviewing and setting Zacks Independent Trustee compensation from time to time when considered necessary or appropriate.

Nominating and Governance Committee. The Zacks Trust has a Nominating and Governance Committee that consists of all the Zacks Independent Trustees. The Nominating and Governance Committee’s responsibilities (which may also be conducted by the Zacks Board) include: (i) recommend persons to be nominated or re-nominated as Trustees; (ii) review the funds’ officers, and conduct Chief Compliance Officer searches, as needed, and provide consultation regarding other CCO matters, as requested; (iii) review trustee qualifications, performance, and compensation; (iv) review periodically with the Zacks Board the size and composition of the Zacks Board as a whole; (v) annually evaluate the operations of the Zacks Board and its committees and assist the Zacks Board in conducting its annual self-evaluation; (vi) make recommendations on the requirements for, and means of, Board orientation and training; (vii) periodically review the Zacks Board’s corporate Governance policies and practices and recommend, as it deems appropriate, any changes to the Board; and (ix) consider any corporate governance issues that arise from time to time, and to develop appropriate recommendations for the Zacks Board.

Fair Value Committee. The Zacks Trust does not have a Valuation Committee, but it has appointed the Adviser as the New Funds’ “Valuation Designee.” To determine the fair value of any securities or other assets for which market quotations are not readily available at a valuation time, the Zacks Board has approved the Valuation Designee’s use of a fair valuation pricing committee (the “Fair Value Committee”), to assist in making fair value determinations. Such determinations are reported to the Zacks Board.  The Valuation Committee consists of the Zacks Trust’s Treasurer or Assistant Treasurer, a representative of the Administrator, and a representative of the Adviser and a member of the Board of Trustees. The Zacks Trust’s Chief Compliance Officer also attends the Valuation Committee meetings. The Valuation Committee meets as necessary when a price for a portfolio security is not readily available. 

Trustees’ and Officers’ Fees 

Each Independent Trustee will receive an annual fee of $5,000 plus $2,500 per series after the initial series to be paid by the Trust in quarterly installments within 10 days of the commencement of each calendar quarter for his service as a Trustee of the Zacks Board of Trustees and for serving in his respective capacity as Chair of the Audit Committee, Nomination and Governance Committee and Valuation Committee, as well as reimbursement for any reasonable expenses incurred for attending regularly scheduled Zacks Board and Committee meetings. 

Additionally, in the event that a meeting heldof the Zacks Board other than its regularly scheduled meetings (a “Special Meeting”) is required, each Zacks Independent Trustee will receive a fee of $500 per Special Meeting, as well as reimbursement for any reasonable expenses incurred, to be paid by the Zacks Trust or the relevant series of the Zacks Trust or its investment adviser depending on September 22, 2016,the circumstances necessitating the Special Meeting. The Zacks Independent Trustees at their sole discretion shall determine when a particular meeting constitutes a Special Meeting for the purpose of the additional fee. None of the interested trustees or executive officers receive compensation from the Zacks Trust.

Comparative Information on Shareholder Services

Procedures for purchasing, selling and recommendsexchanging shares of the New Funds are substantially similar to those of the Funds. Both the Funds and the New Funds permit the purchase of shares through the mail, by wire transfer, or through a financial intermediary.

The New Funds will offer the same or substantially similar shareholder purchase and redemption services as the Funds, including telephone redemptions. In similar fashion to the Funds, shares of the New Funds may be purchased and redeemed at the net asset value of the shares as next determined following receipt of a purchase or redemption order, provided the order is received in proper form.

Minimum Initial and Subsequent Investment Amounts.

Each New Fund will offer the same investment minimums and subsequent investment minimums as the corresponding Fund.

Dividends and Distributions. The New Funds will have the same dividend and distribution policy as the Funds. The Zacks All-Cap Core Fund and Zacks Small-Cap Core Fund will make distributions of net investment income and net capital gains, if any, at least annually, typically in December. The Zacks Dividend Fund will make distributions of net investment income quarterly and net capital gains, if any, at least annually, typically in December. Similar to the Funds, a New Fund may make additional payments of dividends or distributions if it deems it desirable at any other time during the year. 

Similar to the Funds, all dividends and distributions will be reinvested in New Fund shares unless you choose one of the following options: (1) to receive net investment income dividends in cash, while reinvesting capital gain distributions in additional New Fund shares; or (2) to receive all dividends and distributions in cash.

Valuation. The New Funds have adopted procedures for valuing portfolio assets that youare substantially similar to such procedures adopted by the Funds.

Fiscal Year. Each Fund currently operates on a fiscal year ending November 30. Following the Reorganization, each New Fund will assume the financial history of the corresponding Fund and will continue to operate on a fiscal year ending November 30 of each year.

Certain Comparative Information About the Trust and Zacks Trust

General. The Funds are series of the Trust. The Trust is an open-end management investment company that was organized as a Delaware statutory trust under the laws of the State of Delaware on February 15, 2005. The Trust is governed by its Declaration of Trust, By-Laws, and applicable Delaware law.

The New Funds are series of the Zacks Trust. The Zacks Trust is an open-end management investment company that was organized as a Delaware statutory trust under the laws of the State of Delaware on November 14, 2018. The Zacks Trust is governed by its Declaration of Trust, By-Laws, and applicable Delaware law.

Shares. The Trust and the Zacks Trust are authorized to issue an unlimited number of shares of beneficial interest (with a par value of $0.01 per share for the Trust and without par value for the Zacks Trust), from an unlimited number of series of shares. The shares of each of the Trust and the Zacks Trust have no preference as to conversion, exchange, dividends, retirement or other features, and have no preemptive rights.

Voting Requirements. All shares of the Trust or the Zacks Trust entitled to vote FORon a matter shall vote on the proposal.matter, separately by series and, if applicable, by class, subject to: (1) where the 1940 Act requires all shares of the Trust or the Zacks Trust to be voted in the aggregate without differentiation between the separate series or classes, then all of the Trust’s or the Zacks Trust’s shares shall vote in the aggregate; and (2) if any matter affects only the interests of some but not all series or classes, then only the shareholders of such affected series or classes shall be entitled to vote on the matter.

Shareholder Name and Address	Number of Shares Owned	Percentage of Shares Owned as of November 15, 2016
Investor Class
None
Class I
Charles Schwab & Co Inc. Special Custody A/C FBO Customers Sand Francisco, CA 94105	341,809.546	11.16%
Class Y
Maril & Co FBO JI None Green Bay, WI 54304	2,625,001.206	85.68%

Shareholders Owning Beneficially or of Record More than 5%

of the 361 Global Long/Short Equity Fund

Shareholder Name and Address	Number of Shares Owned	Percentage of Shares Owned as of November 15, 2016
Investor Class
Charles Schwab & Co Inc. Special Custody A/C FBO Customers Sand Francisco, CA 94105	3,473,072.976	7.23%
Class I
Charles Schwab & Co Inc. Special Custody A/C FBO Customers Sand Francisco, CA 94105	8,901,430.993	18.54%
LPL Financial Omnibus Customer Account San Diego, CA 92121	6,331,887.238	13.19%
Pershing LLC Jersey City, NJ 07399	3,887,106.391	8.09%
McWood Co Raleigh, NC 27626	3,261,162.248	6.79%
UBS Financial Services OMNI Account M/F Weehawken, NJ 07086	2,847,726.239	5.93%
TD Ameritrade Inc. For the Benefit of Our Clients Omaha, NE 68103	2,601,325.707	5.42%
Class Y
None

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APPENDIX B

SUB-ADVISORY AGREEMENT

BETWEEN

361 CAPITAL, LLC

AND ANALYTIC INVESTORS, LLC

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of September 30, 2016, is entered into by and between 361 Capital LLC, a Delaware limited liability company with its principal office and place of business at 4600 South Syracuse Street, Suite 500, Denver, CO 80237 (the “Advisor”) and Analytic Investors, LLC, a Delaware limited liability company with its principal office and place of business at 555 West Fifth Street, 50^th Floor, Los Angeles, CA 90013 (the “Sub-advisor”).

WHEREAS, the Advisor has entered into an Investment Advisory Agreement dated December 10, 2011 (the “Advisory Agreement”) with Investment Managers Series Trust, a Delaware statutory trust, with its principal office and place of business at 2235 W. Galena Street, Milwaukee, WI 53212 (the “Trust”);

WHEREAS, the Trust is registeredmaintained under the Investment Company Act of 1940, as amended (the “1940 Act”“1940 Act”)), any deferred or prepaid expenses shown as an asset on the books of the Target Fund as of the Closing Time, and all interests, rights, privileges and powers, other than the Target Fund’s rights under this Agreement on the Closing Date as defined in Section 2.1(a) (collectively, “Assets”). The Assets of the Target Fund shall be delivered to the Acquiring Fund free and clear of all liens, encumbrances, hypothecations and claims whatsoever, and there shall be no restrictions on the full transfer thereof, except as contemplated under Section 4.1(f).

(c)       The Target Fund will use its best efforts to identify and discharge all known liabilities and obligations prior to the Closing Date (as defined in Section 2.1(a)) to the extent possible and consistent with its own investment objectives and policies and normal business operations, including without limitation (i) liabilities arising from the Target Fund’s allocation of Target Entity obligations, such as any undischarged obligations to board members under a deferred compensation plan; and (ii) any liabilities or penalties resulting from the termination of material contracts or other commitments of the Target Fund, including the contracts listed on schedule 4.1(h), but excluding any liabilities, costs or charges relating to fee waiver and expense reimbursement arrangements between the Target Fund and Zacks (including any recoupment of any fees or expenses of the Target Fund previously waived or reimbursed) . At the Closing, the Acquiring Fund shall assume all of the liabilities of the Target Fund, whether known or unknown, contingent, accrued or otherwise, including any liabilities, costs or charges relating to fee waiver and expense reimbursement arrangements between the Target Fund and Zacks (including any recoupment of any fees or expenses of the Target Fund previously waived or reimbursed) (collectively, “Liabilities”).”

(d)       As soon as is reasonably practicable after the Closing, the Target Fund will distribute to its shareholders of record (“Target Fund Shareholders”) of each class as set forth in Exhibit A, the shares of the Acquiring Fund of the corresponding class received by the Target Fund pursuant to Section 1.1(a), as an open-end, management investment companyset forth in Exhibit A, on a pro rata basis within that class, and may issue itswithout further notice the outstanding shares of beneficial interest,the Target Fund will be redeemed and cancelled as permitted by its Governing Documents (as defined in Section 4.1) and applicable law, and the Target Fund will as promptly as practicable completely liquidate and dissolve as permitted by its Governing Documents and applicable law. Such distribution to the Target Fund Shareholders and liquidation of the Target Fund will be accomplished, with respect to each class of the Target Fund’s shares, by the transfer of the Acquiring Fund’s shares of the corresponding class then credited to the account of the Target Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Target Fund Shareholders of the class. The aggregate net asset value of the Acquiring Fund’s shares to be so credited to each corresponding Target Fund Shareholder shall be equal to the aggregate net asset value of the corresponding Target Fund’s shares owned by the Target Fund Shareholder on the Closing Date. The Acquiring Fund shall not issue certificates representing shares in connection with such exchange.

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(e)       Ownership of the Acquiring Fund’s shares will be shown on its books, as such are maintained by the Acquiring Fund’s transfer agent.

(f)       Beginning at least fifteen (15) business days prior to the Closing Date, the Target Fund will provide Zacks and the Acquiring Fund with a daily schedule of the Assets then held by the Target Fund, with current market values. At least ten (10) business days prior to the Closing Date, Zacks, on behalf of the Acquiring Fund, will advise the Target Fund of any investments of the Target Fund shown on the Target Fund’s schedule of Assets that the Acquiring Fund would not be permitted to hold (i) under applicable law; or (ii) because the transfer of such investments would result in material operational or administrative difficulties (including relating to valuation matters) to the Acquiring Fund in connection with facilitating the orderly transition of the Target Fund’s Assets to the Acquiring Fund. Under such circumstances, to the extent practicable, the Target Fund will, if requested by the Acquiring Fund and in the Target Fund’s discretion, to the extent permissible and consistent with its own investment objectives and policies and the fiduciary duties of the investment adviser responsible for the portfolio management of the Target Fund, make a good faith effort to liquidate such investments prior to the Closing Date. Notwithstanding the foregoing, nothing herein will permit or require the Target Fund to liquidate any Assets, if, in the reasonable judgment of the Target Entity’s board of trustees or the Target Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes, or would adversely affect the Target Fund’s status as a “regulated investment company” under the Code or would otherwise not be in the best interests of the Target Fund.

(g)       The Target Fund shall notify the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least thirty (30) business days prior to the Closing Date.

(h)       Any transfer taxes payable upon issuance of the Acquiring Fund’s shares in a name other than the registered holder of the Target Fund’s shares on the books and records of the Target Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom the Acquiring Fund’s shares are to be issued and transferred.

(i)       Immediately after the Closing Time, the share transfer books relating to the Target Fund shall be closed and no partransfer of shares shall thereafter be made on such books.

2.

VALUATION

2.1.

With respect to each Reorganization:

(a)       The value of the Target Fund’s Assets shall be the value of such Assets computed as of immediately after the close of regular trading on the New York Stock Exchange (“NYSE”), which shall reflect the declaration of any dividends, on the Closing Date, using the valuation procedures set forth in separate series;

WHEREAS,the then-current prospectus for the Target Fund and the valuation procedures established by the Target Entity’s board of trustees. On the Closing Date, the Target Fund shall record the value of its Assets, as valued pursuant to this Section 2.1(a), on a valuation report (the “Valuation Report”) and deliver a copy of the Advisory Agreement,Valuation Report to the Acquiring Fund by 7:00 p.m. (Eastern time) on the Closing Date, or as soon as practicable thereafter.

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(b)       The net asset value per share of each class of the Acquiring Fund issued in connection with the Reorganization shall be the net asset value per share of the corresponding class of the Target Fund as of the close of business on the Closing Date.

(c)       The number of shares of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) issued in connection with the Reorganization shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Closing Date. All Acquiring Fund shares delivered to the Target Fund will be delivered at net asset value without the imposition of a sales load, commission, transaction fee or other similar fee.

(d)       All computations of value shall be made by the Target Fund’s co-administrator using the valuation procedures described in this Section 2 and shall be subject to review by the Acquiring Fund and/or its recordkeeping agent, and, if requested by either the Target Entity or the Acquiring Entity, by the independent registered public accountant of the requesting party. The Target Entity and the Acquiring Entity agree to use commercially reasonable efforts to resolve prior to the Closing any material valuation differences with respect to portfolio securities of the Target Fund that will be transferred to the Acquiring Fund.

3.

CLOSING AND CLOSING DATE

3.1.       Each Reorganization shall close on [_____, 2023], or such other date as the parties may mutually agree (the “Closing Date”). All acts taking place at the closing of a Reorganization (the “Closing”) shall, subject to the direction and controlsatisfaction or waiver of the Board of Trusteesconditions in this Agreement, be deemed to take place simultaneously as of the Trustlater of 7:01 p.m. Eastern time or the finalization of the applicable Target Fund’s net asset value on the Closing Date of that Reorganization, unless otherwise agreed to by the parties (the “Board”“Closing Time”). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree.

3.2.

With respect to each Reorganization:

(a)       The Target Fund’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be presented, transferred and delivered by the Target Fund’s custodian (the “Target Custodian”) as of the Closing Time to the Acquiring Fund’s custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Custodian to deliver to the Acquiring Fund’s custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the 1940 Act), in which the Assets are deposited, the Target Fund’s portfolio securities and instruments so held. The Target Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund’s custodian. A draft of such presentation shall be made available to the Acquiring Fund’s custodian for examination no later than five (5) business days preceding the Closing Date, and such final certificates and other written instruments shall be transferred and delivered by the Target Custodian as of the Closing Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund’s custodian so as to constitute good delivery thereof. The cash to be transferred by the Target Fund shall be delivered to the Acquiring Fund’s custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to the undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its custodian, such as brokers’ confirmation slips.

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(b)       The Target Entity shall direct the Target Custodian for the Target Fund to deliver, at the Closing or as soon as practicable thereafter, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Advisor actsAssets have been delivered in proper form to the Acquiring Fund at the Closing Time on the Closing Date, and (ii) all necessary Taxes (as defined in Section 4.1(l)) in connection with the delivery of the Assets, including all applicable federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as investment advisorsoon as practicable thereafter, the Acquiring Entity will cause the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers.

(c)       At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete.

(d)       The Target Entity shall direct the transfer agent for the Target Fund (the “Target Transfer Agent”) to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Fund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing.

(e)       At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.

(f)       In the event that on the Closing Date (i) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (ii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the board of trustees of the Acquiring Entity or the Target Entity, or the authorized officers of such entities, accurate appraisal of the net asset value of the Acquiring Fund or the Target Fund, respectively, is impossible or impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

4.

REPRESENTATIONS AND WARRANTIES

4.1.       The Target Entity, on behalf of itself or, where applicable each Target Fund, represents and warrants to the Acquiring Entity and the corresponding Acquiring Fund as follows:

(a)       The Target Entity is a statutory trust organized under the laws of the State of Delaware, validly existing and in good standing and with power under the Target Entity’s governing documents (including bylaws), as applicable (“Governing Documents”), to own all of its Assets, to carry on its business as it is now being conducted and to enter into this Agreement and perform its obligations hereunder. The Target Fund is a duly established and designated separate series of the Trust listed on Appendix A hereto (the “Fund”);Target Entity;

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(b)       WHEREAS, the Advisory Agreement permits the Advisor, subject to the supervisionThe Target Entity is a registered investment company classified as a management company of the Board, to delegate certain ofopen-end type, and its duties under the Advisory Agreement to other registered investment advisors subject to the requirements of the 1940 Act;

WHEREAS, it is intended that the Trust be a third-party beneficiary under this Agreement; and

WHEREAS, the Advisor desires to retain the Sub-advisor to furnish investment advisory services for the Fund and the Sub-advisor is willing to provide those services on the terms and conditions set forth in this Agreement;

NOW THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, the Advisor and the Sub-advisor hereby agree as follows:

SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS

(a) The Advisor hereby appoints and employs the Sub-advisor, subject to the direction and control of the Board, to manage the investment and reinvestment of the assets of all or a portion of the Fund allocated by the Advisor to the Sub-advisor from time to time (such assets, the “Portfolio”) and, without limiting the generality of the foregoing, to provide other services as specified herein. The Sub-advisor accepts this employment and agrees to render its services for the compensation set forth herein.

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(b) In connection therewith, the Advisor has delivered to the Sub-advisor copies of (i) the Trust’s Declaration of Trust and Bylaws (collectively, as amended from time to time, the “Charter Documents”), (ii) the Trust’s current Prospectus and Statement of Additional Information for the Fund (collectively, as currently in effect and as amended or supplemented, the “Registration Statement”) filedregistration with the U.S. Securities and Exchange Commission (“SEC”(the “Commission”) pursuant toas an investment company under the 1940 Act, and the registration of the shares of the Target Fund under the Securities Act of 1933, as amended (“1933 Act”), are in full force and effect, and will be in full force and effect on the Closing Date, and, to the knowledge of the Target Fund, no action or proceeding to revoke or suspend such registrations is pending, or threatened. All issued and outstanding shares of the Target Fund have been offered for sale in conformity in all material respects with applicable federal and state securities laws;

(c)       No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the Securities Exchange Act of 1934 (the “Securities Act””1934 Act”), the 1940 Act or Delaware law for the execution or performance of this Agreement by the Target Entity, for itself and on behalf of the Target Fund, except for the effectiveness of the Acquiring Fund’s registration statement on Form N-1A and the Proxy Statement (as defined in Section 5.1(b) hereof) and such other consents, approvals, authorizations and filings as have been made or received, and such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date, it being understood, however, that this Agreement and the transactions contemplated herein must be approved by the Target Fund’s shareholders as described in paragraph 5.1(c);

(d)       To the knowledge of the Target Fund, the current prospectus and statement of additional information and current shareholder reports of the Target Fund, and each prospectus and statement of additional information and shareholder reports of the Target Fund used at all times during the three (3) years prior to the date of this Agreement, conform 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 of the Commission thereunder and does not or did not at the time of its use 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 materially misleading;

(e)       To the knowledge of the Target Fund, the Target Fund is in compliance in all material respects with, and during the three (3) years prior to the date of this Agreement was in compliance in all material respects with, the requirements of, and the rules and regulations under, the 1933 Act, the 1934 Act and the 1940 Act, and state securities laws. To the knowledge of the Target Fund, (i) the Target Fund is in compliance in all material respects with, and during the three (3) years prior to the date of this Agreement was in compliance in all material respects with, its investment objectives, policies, guidelines and restrictions and compliance procedures, and (ii) the net asset value of the Target Fund is, and during such period was, determined using portfolio valuation methods that, in the reasonable judgment of the Target Fund, comply in all material respects with the requirements of the 1940 Act and the rules and regulations of the Commission thereunder and the pricing and valuation policies of the Target Fund, and (iii) each planthere have been no material miscalculations of distributionthe net asset value of the Target Fund or similar document adoptedthe net asset value per share of the Target Fund (or any class thereof) during the twelve (12) month period preceding the date hereof that, individually or in the aggregate, would have a material adverse effect on the Target Fund or its Assets and that have not been remedied or will not be remedied prior to the Closing Date in accordance with industry practice, and all such calculations have been made in accordance with the applicable provisions of the 1940 Act. To the knowledge of the Target Fund, all advertising and sales material used by the TrustTarget Fund during the twelve (12) months prior to the date of this Agreement complied in all material respects, at the time such material was used, with applicable law and the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”);

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(f)       Except as otherwise disclosed to and accepted, in writing, by or on behalf of the Acquiring Fund, the Target Fund will as of the Closing Time have good and marketable title to the Assets and full right, power, and authority to sell, assign, transfer and deliver such Assets free of adverse claims, including any liens or other encumbrances, and upon delivery and payment for such Assets, the Acquiring Fund will acquire good and marketable title thereto, free of adverse claims and subject to only those restrictions on the full transfer thereof as when they were held by the Target Fund, including, without limitation, such restrictions as might arise under the 1933 Act, provided that the Acquiring Fund will, as applicable, acquire assets that are segregated as collateral for the Target Fund’s derivative positions, including without limitation as collateral for swap positions and as margin for futures and options positions, subject to such segregation and liens that apply to such Assets;

(g)       Except as otherwise disclosed to and accepted, in writing, by or on behalf of the Acquiring Fund, the Target Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of the Target Entity’s Governing Documents or of any material agreement, indenture, instrument, contract, lease or other undertaking to which the Target Fund or the Target Entity is a party or by which it is bound, or (ii) the acceleration of any obligation, or the imposition of any lien, encumbrance, penalty or additional fee under any material agreement, indenture, instrument, contract, lease, judgment or decree to which the Target Fund or Target Entity is a party or by which it is bound;

(h)       To the knowledge of the Target Fund, except as otherwise disclosed to and accepted, in writing, by or on behalf of the Acquiring Fund, all material contracts or other commitments of the Target Fund (other than this Agreement and certain investment contracts, including swap agreements, options, futures and forward contracts) will terminate or be terminated with respect to the Target Fund under Rule 12b-1 underwithout liability to the 1940 Act (each a “Plan”) and each current shareholder service planTarget Fund or similar document adopted bymay otherwise be assigned to the TrustAcquiring Fund without the payment of any fee (penalty or otherwise) or acceleration of any obligations of the Target Fund on or prior to the Closing Date, provided that such assigned contracts are identified on Schedule 4.1(h);

(i)       To the knowledge of the Target Fund, except as set forth on Schedule 4.1(i), no litigation or administrative proceeding or investigation of or before any court, tribunal, arbitrator, governmental body, regulatory agency or FINRA is presently pending or threatened against the Target Fund or Target Entity, with respect to the Target Fund, (eachand no such litigation, proceeding or investigation, if adversely determined, would materially and adversely affect the Target Fund’s financial condition or the conduct of its business or the Target Fund’s ability to consummate the transactions contemplated by this Agreement. The Target Fund and the Target Entity, without any special investigation or inquiry, know of no facts that might form the basis for the institution of such proceedings and neither the Target Entity nor the Target Fund is a “Service Plan”);party to or subject to the provisions of any order, decree or judgment of any court, governmental body, regulatory agency or FINRA that materially and (iv) all procedures adoptedadversely affects its business or its ability to consummate the transactions herein contemplated. To the knowledge of the Target Fund, the Target Fund (i) is not a party to any contract or agreement material to the operation of the Target Fund, except as otherwise contemplated by this Agreement or as disclosed in writing to the Acquiring Fund; (ii) is not subject to any indebtedness, other than in the ordinary course of business consistent with the investment objective and policies of the Target Fund; and (iii) does not have outstanding any grant or imposition of any lien, claim, charge or encumbrance (other than encumbrances arising in the ordinary course of business) upon any asset of the Target Fund other than a lien for Taxes (as defined below) not yet due and payable or as contemplated by Section 4.1(f);

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(j)       The financial statements of the Target Fund for the most recently completed fiscal year have been, or will be, audited by the Trustindependent registered public accounting firm identified in the Target Fund’s prospectus or statement of additional information included in the Target Fund’s registration statement on Form N-1A. To the knowledge of the Target Fund, such statements, as well as the unaudited, semi-annual financial statements for the semi-annual period next succeeding the Target Fund’s most recently completed fiscal year, if any, are or will be, as applicable, prepared in accordance with GAAP consistently applied, and such statements (copies of which, if available, have been furnished or made available to the Acquiring Fund) present fairly, or will present fairly, in all material respects, the financial condition of the Target Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Target Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein. No significant deficiency, material weakness, fraud, significant change or other factor that could significantly affect the internal controls of the Target Fund has been disclosed or, to the knowledge of the Target Fund, is required to be disclosed in the Target Fund’s reports on Form N-CSR and, to the knowledge of the Target Fund, no such disclosure will be required as of the Closing Date;

(k)       Since the last day of the Target Fund’s most recently completed fiscal year, there has not been any material adverse change in the Target Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, except as otherwise disclosed to and accepted by the Acquiring Fund in writing. For the purposes of this subparagraph, a decline in net asset value due to declines in market values of securities held by the Target Fund, the redemption of the Target Fund’s shares by shareholders of the Target Fund or the discharge of the Target Fund’s ordinary course liabilities shall not constitute a material adverse change;

(l)       To the knowledge of the Target Fund, on the Closing Date, all Tax Returns (as defined below) of the Target Fund required by law to have been filed by such date (including any extensions) for the prior three (3) taxable years for which Tax Returns have been due shall have been filed and are or will be true, correct and complete in all material respects, and all Taxes (as defined below) shown as due or claimed to be due by any government entity shall have been paid or provision has been made for the payment thereof. To the Target Fund’s knowledge, no such Tax Return is currently under audit by any federal, state, local or foreign tax authority; no assessment has been asserted with respect to such Tax Returns; there are no levies, liens or other encumbrances on the Target Fund or its assets resulting from the non-payment of any Taxes; no waivers of the time to assess any such Taxes are outstanding nor are any written requests for such waivers pending; and adequate provision has been made in the Target Fund financial statements for all Taxes in respect of all periods ended on or before the date of such financial statements. To the Target Fund’s knowledge, no written claim has ever been made by a taxing authority in a jurisdiction where the Target Fund does not file a Tax Return that the Target Fund is or may be subject to taxation in that jurisdiction. To the knowledge of the Target Fund, the Target Fund is in compliance in all material respects with applicable regulations of the Internal Revenue Service (the “Service”) pertaining to the reporting of distributions on and redemptions of its shares of beneficial interest and to withholding in respect of distributions to shareholders, and is not liable for any material penalties that could be imposed thereunder. As used in this Agreement, “Tax” or “Taxes” means any tax, governmental fee or other like assessment or charge of any kind whatsoever (including, but not limited to, excise tax and withholding on amounts paid to or by any person), together with any interest, penalty, addition to tax or additional amount imposed by any governmental authority (whether domestic, foreign, federal, state or local) responsible for the imposition of any such tax. “Tax Return” means reports, returns, information returns, dividend reporting forms, elections, agreements, declarations, or other documents or reports of any nature or kind (including any attached schedules, supplements and additional or supporting material) filed or required to be filed or furnished or required to be furnished with respect to Taxes, including any claim for refund, amended return or declaration of estimated Taxes (and including any amendments with respect thereto);

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(m)       The Target Fund: (i) is not (and will not be as of the Closing Date) classified as a partnership, and instead is (and will be as of the Closing Date) classified as an association that is subject to Tax as a corporation for federal Tax purposes, (ii) has elected to be a regulated investment company under Subchapter M of the Code, and (iii) is a “fund,” as defined in Section 851(g)(2) of the Code, that is treated as a separate corporation under Section 851(g)(1) of the Code. The Target Fund has qualified for treatment as a regulated investment company for each taxable year since inception (or since it was first treated as a separate corporation under Section 851(g) of the Code) that has ended prior to the Closing Date and will satisfy any applicable requirements of Part I of Subchapter M of the Code to maintain such qualification for the period beginning on the first day of its current taxable year and ending on the Closing Date, determined without regard, in the case of the tax year that includes the Closing Date, to the distribution requirements as set forth in Section 852(a)(1) of the Code and to events occurring after the Closing. The Target Fund will satisfy the diversification requirements of Section 851(b)(3) of the Code without regard to the last sentence of Section 851(d)(1) of the Code as of the last taxable year quarter end of the Target Fund closing on or before the Closing Date. The Target Fund will not have as of the Closing Date any material tax liability under Sections 852 or 4982 of the Code for any period ended on or before the Closing Date. The Target Fund has no earnings or profits accumulated with respect to any taxable year in which the provisions of Subchapter M of the Code did not apply to the Target Fund;

(n)       The Target Fund has not changed its taxable year end within the most recent 48- month period ending on the last day of the month immediately preceding the Closing Date of a Reorganization, and it does not intend to change its taxable year end prior to the Closing Date;

(o)       The Target Fund has not undergone, has not agreed to undergo, nor, to its knowledge, is it required to undergo (nor will it be required as a result of the transactions contemplated in this Agreement to undergo) a change in its method of accounting resulting in an adjustment to its taxable income pursuant to Section 481 of the Code. The Target Fund (including the Acquiring Fund as its successor) will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date;

(p)       The Target Fund has not been notified in writing that any examinations of the Tax Returns of the Target Fund are currently in progress or threatened, and, to the knowledge of the Target Fund, no such examinations are currently in progress or threatened, and no deficiencies have been asserted or assessed against the Target Fund as a result of any audit by the Service or any state, local or foreign taxing authority, and, to the knowledge of the Target Fund, no such deficiency has been proposed or threatened, and there are no levies, liens or other encumbrances related to Taxes existing or known to the Target Fund to be threatened or pending with respect to the Assets of the Target Fund;

(q)       The Target Fund has no liability for any Tax obligation of any taxpayer other than itself. The Target Fund is not currently and shall promptly furnishhas never been a member of a group of corporations with which it has filed (or been required to file) consolidated, combined or unitary Tax Returns. The Target Fund is not a party to any Tax allocation, sharing, or indemnification agreement;

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(r)       All issued and outstanding shares of the Sub-advisorTarget Fund are, and on the Closing Date will be, validly issued, fully paid and non-assessable by the Target Entity, and are not, and on the Closing Date will not be, subject to preemptive shareholder rights. In every state where offered or sold, such offers and sales have been in compliance in all material respects with applicable registration and/or notice requirements of the 1933 Act and state and District of Columbia securities laws. All of the issued and outstanding shares of the Target Fund will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Target Transfer Agent, on behalf of the Target Fund;

(s)       The Target Entity, on behalf of the Target Fund, has all amendmentsrequisite power and authority to enter into this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of or supplementsthis Agreement has been duly authorized by all necessary action, if any, on the part of the board of trustees of the Target Entity and, subject to the foregoing. The Advisor shall deliver to the Sub-advisor: (x) a copyapproval of the resolutionshareholders of the Board appointingTarget Fund (only with respect to those obligations under this Agreement that are contingent on such shareholder approval) and the Sub-advisor as a sub-advisor to the Fund and authorizing thedue authorization, execution and delivery of this Agreement; (y)Agreement by the other parties hereto, this Agreement will constitute a copyvalid and binding obligation of all proxy statementsthe Target Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and related materialsother laws relating to or affecting creditors’ rights and to general equity principles;

(t)       The information relating to the Fund;Target Fund furnished by the Target Fund for use in no-action letters, applications for orders, registration statements, proxy materials and (z) any other documents materialsfiled or to be filed with any federal, state or local regulatory or self-regulatory authority that are necessary in connection with the transactions contemplated hereby is and will be accurate and complete in all material respects and will comply in all material respects with federal securities laws and regulations thereunder and other applicable laws and regulations applicable thereto;

(u)       As of the date of this Agreement or within a certain time thereafter as mutually agreed by the parties, the Target Fund has provided the Acquiring Fund with all information requested by the Acquiring Fund reasonably necessary for the preparation of the Proxy Statement (as defined in Section 5.1(b) hereof), in compliance with the 1933 Act, the 1934 Act and the 1940 Act in connection with the meeting of shareholders of the Target Fund to approve this Agreement and the transactions contemplated hereby. As of the effective date of the Proxy Statement, the date of the meeting of shareholders of the Target Fund and the Closing Date, such information provided by any Target Fund will not, to its knowledge, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading; provided, however, that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Proxy Statement made in reliance upon and in conformity with information that was furnished by the Sub-advisor shall reasonably requestAcquiring Fund for use therein;

(v)       To the knowledge of the Target Fund, the books and records of the Target Fund are true and correct in all material respects and contain no material omissions with respect to enableinformation required to be maintained under the laws, rules and regulations applicable to the Target Fund;

(w)       The Target Entity, on behalf of the Target Fund, has maintained any material license, permit, franchise, authorization, certification and approval required by any governmental entity in the conduct of its business (the “Licenses and Permits”). Each License and Permit has been duly obtained, is valid and in full force and effect, and is not subject to any pending or, to the knowledge of the Target Entity, threatened administrative or judicial proceeding to revoke, cancel, suspend or declare such License and Permit invalid;

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(x)       The Target Entity 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; and

(y)

The Target Fund has no unamortized or unpaid organizational fees or expenses.

4.2.       The Acquiring Entity, on behalf of itself, or where applicable each Acquiring Fund, represents and warrants to the Target Entity and the corresponding Target Fund as follows:

(a)       The Acquiring Fund is duly organized as a series of the Acquiring Entity, which is a statutory trust duly formed, validly existing, and in good standing under the laws of the State of Delaware, each with power under its Governing Documents to own all of its properties and assets, to carry on its business as it is now being, and as it is contemplated to be, conducted and to enter into this Agreement and perform its duties pursuant to this Agreement.

(c) obligations hereunder;

(b)       The Sub-advisor has delivered toAcquiring Entity is a registered investment company classified as a management company of the Advisoropen-end type, and the Trust (i) a copy of its Form ADV as most recently filedregistration with the SEC; (ii) a copy of its code of ethics complying with the requirements of Rule 17j-1Commission as an investment company under the 1940 Act (the “Code”); and (iii) a copythe registration of its compliance manual pursuant to applicable regulations, including its proxy voting policiesshares of the Acquiring Fund under the 1933 Act are in full force and procedures, which proxy voting policyeffect, and procedures will be included in full force and effect on the Trust’s registration statement. The Sub-advisor shall promptly furnish the AdvisorClosing Date, and Trust with all amendments of and supplementsno action or proceeding to revoke or suspend such registrations is pending, or to the foregoing at least annually.

SECTION 2. DUTIES OF THE ADVISOR

In orderknowledge of the Acquiring Fund, threatened;

(c)       No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Delaware law for the Sub-advisor to perform the services required byexecution and performance of this Agreement by the Advisor (i) shall cause all service providers toAcquiring Entity, for itself and on behalf of the Trust to furnish information toAcquiring Fund, except for the Sub-advisoreffectiveness of the Acquiring Fund’s registration statement on Form N-1A and assist the Sub-advisorProxy Statement and such other consents, approvals, authorizations and filings as have been made or received, and such consents, approvals, authorizations and filings as may be required (ii) shall ensure that the Sub-advisor has reasonable access to all records and documents relevantsubsequent to the Portfolio maintainedClosing Date, it being understood, however, that this Agreement and the transactions contemplated herein must be approved by the Trust,Target Fund’s shareholders as described in paragraph 5.1(c);

(d)       The prospectus and statement of additional information of the Advisor or any service providerAcquiring Fund to be used in connection with the Reorganization will conform at the time of their use in all material respects to the Trust,applicable requirements of the 1933 Act and (iii) shall deliverthe 1940 Act and the rules and regulations of the Commission thereunder and 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)       The Acquiring Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of the Acquiring Entity’s Governing Documents or of any material agreement, indenture, instrument, contract, lease or other undertaking to which the Acquiring Fund or the Acquiring Entity is a party or by which it is bound, or (ii) the acceleration of any obligation, or the imposition of any lien, encumbrance, penalty, or additional fee under any material agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquiring Fund or the Acquiring Entity is a party or by which it is bound;

(f)       Except as set forth on Schedule 4.2(f), no litigation or administrative proceeding or investigation of or before any court, tribunal, arbitrator, governmental body, regulatory agency or FINRA is presently pending or, to the Sub-advisor copiesAcquiring Fund’s knowledge, threatened against the Acquiring Fund, and no such litigation, proceeding or investigation, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition or the conduct of its business or the Acquiring Fund’s ability to consummate the transactions contemplated by this Agreement. The Acquiring Fund and the Acquiring Entity, without any special investigation or inquiry, know of no facts that might form the basis for the institution of such proceedings and neither the Acquiring Entity nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court, governmental body, regulatory agency or FINRA that materially and adversely affects its business or its ability to consummate the transactions herein contemplated;

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(g)       The Acquiring Fund has not yet commenced operations. The Reorganization will be structured in a manner that is intended to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a)(1) of the Code. The Acquiring Fund is, and will be at the time of Closing, a new series portfolio of the Acquiring Entity created within the last twelve (12) months, without assets or liabilities, formed for the purpose of receiving the Assets and assuming the Liabilities of the Target Fund in connection with the Reorganization and, accordingly, the Acquiring Fund has not prepared books of account and related records or financial statements or issued any shares except those issued in a private placement to Zacks or its affiliate to secure any required initial shareholder approvals;

(h)       On the Closing Date, all material relevantTax Returns of the Acquiring Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be true, correct and complete in all material respects, and all Taxes shown as due or claimed to be due by any government entity shall have been paid or provision has been made for the payment thereof. To the Acquiring Fund’s knowledge, no such Tax Return is currently under audit by any federal, state, local or foreign Tax authority; no assessment has been asserted with respect to such Tax Returns; there are no levies, liens or other encumbrances on the Acquiring Fund or its assets resulting from the non-payment of any Taxes; and no waivers of the time to assess any such Taxes are outstanding nor are any written requests for such waivers pending;

(i)       The Acquiring Fund: (i) was formed for the purpose of the Reorganization, (ii) is not (and will not be as of the Closing Date) classified as a partnership, and instead is (and will be as of the Closing Date) classified as an association that is subject to Tax as a corporation for federal Tax purposes and has elected (or will timely elect) the latter classification by filing Form 8832 with the Service, (iii) has not filed any income tax return, and intends to qualify to be a regulated investment company under Subchapter M of the Code and to be treated as a continuation of the Target Fund for its taxable year which includes the Closing Date, (iv) holds and has held no property and has and has had no Tax attributes, and (v) is a “fund,” as defined in Section 851(g)(2) of the Code, that is treated as a separate corporation under Section 851(g)(1) of the Code. The Acquiring Fund has no earnings or profits accumulated in any taxable year in which the provisions of Subchapter M of the Code did not apply to it;

(j)       The Acquiring Entity, on behalf of the Acquiring Fund, has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action, if any, on the part of the board of trustees of the Acquiring Entity, on behalf of the Acquiring Fund, and subject to the Sub-advisorapproval of shareholders of the Target Fund (only with respect to those obligations under this Agreement that are contingent on such shareholder approval) and the due authorization, execution and delivery of the Agreement by the other parties thereto, this Agreement will constitute a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or the Portfolio that the Advisor providesaffecting creditors’ rights and to general equity principles;

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(k)       The information relating to the BoardAcquiring Fund furnished by the Acquiring 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 or self-regulatory authority that are necessary in connection with the transactions contemplated hereby is and will be accurate and complete in all material respects and will comply in all material respects with federal securities laws and regulations thereunder and other applicable laws and regulations applicable thereto;

(l)       The shares of the Acquiring Fund to be issued and delivered to the Target Fund, for the account of the Target Fund Shareholders, pursuant to the terms of this Agreement, have been duly authorized and, when so issued and delivered, will be duly and validly issued Acquiring Fund shares, and, upon receipt of the Target Fund’s Assets in accordance with the Advisory Agreement.terms of this Agreement, will be fully paid and non-assessable by the Acquiring Entity;

(m)       The Acquiring Entity 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;

(n)       The Acquiring Fund has no unamortized or unpaid organizational fees or expenses for which it does not expect to be reimbursed by Zacks or its affiliates;

(o)       As of the effective date of the Proxy Statement, the date of the meeting of shareholders of the Target Fund and the Closing Date, the information provided by any Acquiring Fund for use in the Proxy Statement, including the documents contained or incorporated therein by reference, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading; provided, however, that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Proxy Statement made in reasonable reliance upon and in conformity with information that was furnished by the Target Fund for use therein;

(p)       The net asset value of the Acquiring Fund’s shares that each Target Fund shareholder receives will be equal to the net asset value of the Target Fund shares it actually or constructively surrenders in exchange therefor; and

(q)       Immediately following consummation of the Reorganization: (1) the shareholders of the Acquiring Fund will own all the Acquiring Fund shares and will own those shares solely by reason of their ownership of the Target Fund shares immediately before the Reorganization; (2) the Acquiring Fund will hold the same Assets and will be subject to the Liabilities that the Target Fund held or was subject to immediately before the Reorganization.

4.3.       With respect to each Reorganization, the Target Entity, on behalf of the applicable Target Fund, and the Acquiring Entity, on behalf of the corresponding Acquiring Fund, represents and warrants as follows:

(a)       The fair market value of the Assets will, to the knowledge of Target Entity, equal or exceed the Liabilities to be assumed by the Acquiring Fund; and

(b)       No cash or property other than Acquiring Fund shares will be transferred to the Target Fund or any of its shareholders with the intention that it be used to pay any expenses (including reorganization expenses) thereof.

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SECTION 3. DUTIES OF THE SUB-ADVISOR

5.

COVENANTS OF THE ACQUIRING ENTITY AND THE TARGET ENTITY

5.1.

With respect to each Reorganization:

(a)       The Sub-advisorTarget Fund will make decisions(i) operate its business in the ordinary course and substantially in accordance with past practice between the date hereof and the Closing Date, it being understood that, with respect to allthe Target Fund, such ordinary course of business may include purchases and sales of portfolio securities and other investmentinstruments, sales and redemptions of the Target Fund’s shares, and the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable, and (ii) use its reasonable best efforts to preserve intact its business organization and material assets and maintain the rights, franchises and business and customer relations necessary to conduct the business operations of the Target Fund in the Portfolio,ordinary course in all material respects. The Acquiring Fund shall take such actions as are customary to the organization of a new series prior to its commencement of operations. In order to facilitate the transfer of Assets at the Closing Date, Zacks will use commercially reasonable efforts, subject to Zacks’s fiduciary duty, as applicable, to limit or cease portfolio trading on behalf of the Target Fund for a period of up to three (3) days prior to the Closing Date if such trading restrictions may practicably be implemented and willare consistent with the investment objectives, policies and strategies of the Target Fund and consistent with fulfilling its fiduciary obligations as an investment adviser. No party shall take any action that would, or would reasonably be expected to, result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect.

(b)       vote all proxies for securitiesThe parties hereto shall cooperate in preparing, and exercise all other voting rightsthe Acquiring Entity shall file with the Commission, a proxy statement on Schedule 14A under the 1934 Act with respect to the votes of the shareholders of the Target Fund to approve the Reorganization (the “Proxy Statement”). If at any time prior to the Closing Date a party becomes aware of any untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements made not misleading in light of the circumstances under which they were made in respect of the Proxy Statement, such securitiesparty shall notify each other party, and the parties shall cooperate in promptly preparing and filing with the Commission and, if appropriate, distributing to shareholders appropriate disclosure with respect to the item. The Target Fund agrees to mail or otherwise deliver (e.g., by electronic means consistent with applicable regulations governing their use) to its respective shareholders of record entitled to vote at the special meeting of shareholders at which action is to be considered regarding this Agreement, in sufficient time to comply with requirements as to notice thereof, the prospectus/proxy statement contained in the Proxy Statement and other documents as are necessary, which each comply in all material respects with the applicable provisions of Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder.

(c)       The Target Entity will call a meeting of the shareholders of the Target Fund to be held prior to the Closing Date to consider and act upon this Agreement and to take all other action necessary to seek to obtain the required shareholder approval of the transactions contemplated herein. In the event that the Target Fund does not achieve a quorum or receives insufficient votes from shareholders to approve the proposal, the meeting may be postponed or adjourned as permitted under the Target Entity’s Governing Documents, applicable law and the Proxy Statement in order to permit further solicitation of proxies, for a period of up to 120 days or such longer period as is mutually agreed upon by the parties.

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(d)       The Target Fund covenants that the Acquiring Fund’s shares to be issued pursuant to this Agreement are not being acquired for the purpose of making any distribution thereof, other than in accordance with the Sub-Advisor’s written proxy voting policiesterms of this Agreement.

(e)       The Target Entity will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Target Fund’s shares, and procedures,will assist the Acquiring Fund and Zacks in obtaining copies of any books and records of the Target Fund from its service providers reasonably requested by the Acquiring Entity or Zacks.

(f)       The Target Entity will provide the Acquiring Fund with: (i) a schedule, in the form of Schedule 5.1(f) hereto, certified by the Treasurer of the Target Entity, stating that the various statements, books and records set forth in Schedule 5.1(f) exist and specifying the location of such statements, books and records and the means by which the Acquiring Entity can access them (the “Schedule of Statements, Books and Records”); and (ii) FASB ASC 740-10 (formerly FIN 48) work papers and supporting statements pertaining to the Target Fund relating to any taxable years of the Target Fund not closed by the applicable Tax statute of limitations (the “ASC 740-10 Workpapers”). The Schedule of Statements, Books and Records and ASC 740-10 Workpapers shall be provided at or prior to the Closing.

(g)       The Target Fund will prepare and deliver to the Acquiring Fund at least five (5) business days prior to the Closing Date a statement of the Assets and the Liabilities of the Target Fund as of such date for review and agreement by the parties to determine that the Assets and the Liabilities of the Target Fund are being correctly determined in accordance with the terms of this Agreement. The Target Fund will deliver at the Closing a statement of Assets and Liabilities of the Target Fund as of the Closing Date, certified by the Treasurer of the Target Entity.

(h)       Subject to the provisions of this Agreement, the Acquiring Fund and the Target Fund will each casetake, or cause to be taken, all 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.

(i)       As soon as is reasonably practicable after the Closing, the Target Fund will make one or more distributions to its shareholders consisting of all shares of the applicable class of the Acquiring Fund received at the Closing, as set forth in Section 1.1(d) hereof.

(j)       The Acquiring Fund and the Target Fund shall each use their reasonable best efforts prior to Closing to fulfill or obtain the fulfillment of the conditions precedent to effect the transactions contemplated by this Agreement.

(k)       The Target Fund shall, from time to time, as and when reasonably requested by the Acquiring Fund, 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 the Acquiring Fund may reasonably deem necessary or desirable in order to vest in and confirm the Acquiring Fund’s title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement.

(l)       The Acquiring Fund shall, from time to time, as and when reasonably requested by the Target Fund, execute and deliver or cause to be executed and delivered all such assumption agreements and other instruments, and will take or cause to be taken such further action, as the Target Fund may reasonably deem necessary or desirable in order for the Acquiring Fund to assume the Target Fund’s Liabilities and otherwise to carry out the intent and purpose of this Agreement.

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(m)       The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state blue sky or securities laws as may be necessary in order to continue its operations after the Closing Date.

(n)       The parties intend that each Reorganization will qualify as a reorganization within the meaning of Section 368(a) of the Code. None of the parties to this Agreement 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 a Reorganization to qualify as a reorganization with the meaning of Section 368(a) of the Code.

(o)       At or prior to the Closing, the Target Fund shall have delivered to the Acquiring Fund copies of: (i) any legal opinions that have been issued to or for the benefit of the Target Fund and which have continuing relevance and (ii) with respect to any wholly owned subsidiaries of the Target Fund (if any), any organizational documents, including without limitation, the declarations of trust, articles of incorporation and bylaws, together with the board meeting minutes and consent of directors or trustees and shareholders.

6.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET ENTITY

6.1.       With respect to each Reorganization, the obligations of the Target Entity, on behalf of the Target Fund, to consummate the transactions provided for herein shall be subject to the performance, or to the extent such authority is delegatedlegally permissible, the Target Entity’s waiver, of the obligations to be performed by the Advisor. To carry out such decisions,corresponding Acquiring Fund hereunder on or before the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk ofClosing Date and, in addition thereto, the namefollowing conditions:

(a)       All representations and warranties of the Trust, to place ordersAcquiring Fund and issue instructions with respect to those transactionsthe Acquiring Entity contained in this Agreement shall be true and correct in all material respects as of the Portfolio. In all purchases, salesdate hereof and, otherexcept as they may be affected by the transactions in securities and other investments forcontemplated by this Agreement, as of the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner andClosing Time, with the same force and effect as if made on and as of the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidentalClosing Time;

(b)       The Acquiring Entity shall have delivered to the furtheranceTarget Entity as of the Closing Time a certificate executed in its name by its President or conductVice President and Treasurer, in form and substance reasonably satisfactory to Target Entity and dated as of such purchases, salesthe Closing Date, to the effect that the representations and warranties of or other transactions, such as proxy voting with respect to the securitiesAcquiring Entity and Acquiring Fund made in this Agreement are true and correct at and as of the Portfolio.

---

Consistent with Section 28(e)Closing Time, except as they may be affected by the transactions contemplated by this Agreement;

(c)       The Acquiring Entity and the Acquiring Fund shall have performed all of the Securitiescovenants and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalfcomplied with all of the Fundprovisions required by this Agreement to broker-dealers who provide brokeragebe performed or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfoliocomplied with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.

(b) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the BoardAcquiring Entity and the Advisor informed of important developments affectingAcquiring Fund, on or before the Trust, theClosing Time;

(d)       The Target Fund and the Sub-advisor,Acquiring Fund shall have agreed on the number of full and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securitiesfractional shares of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investmentsclass of the Portfolio asAcquiring Fund to be issued in connection with the Sub-advisor may believe appropriate or asReorganization after such number has been calculated in accordance with Section 1.1 hereto;

(e)       As of the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will bearClosing Date, there shall have been no material change in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions or any increase in the investment management fee rate or other fee rates that the Acquiring Fund is contractually obligated to pay for services provided to the Acquiring Fund from those described in the Proxy Statement;

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(f)       The Target Entity shall have received from the Target Transfer Agent a certificate stating that it has received from the Acquiring Entity the number of shares of each class of the Fund.

(c) Acquiring Fund equal in aggregate net asset value to the aggregate net asset value of the corresponding class of shares of the Target Fund as of the time and date set forth in Section 3; and

(g)       The Sub-advisorAcquiring Entity shall have executed and delivered to the Target Entity an Assumption of Liabilities dated as of the Closing Date pursuant to which the Acquiring Fund will from timeassume all of the Liabilities of the Target Fund not discharged prior to time employthe Closing Date in accordance with Section 1.1(c) of this Agreement.

7.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING ENTITY

7.1.       With respect to each Reorganization, the obligations of the Acquiring Entity, on behalf of the Acquiring Fund, to consummate the transactions provided for herein shall be subject to the performance, or associate with such persons asto the Sub-advisor believesextent legally permissible, the Acquiring Fund’s waiver, of the obligations to be particularly fitted to assistperformed by the corresponding Target Fund hereunder on or before the Closing Date and, in addition thereto, the executionfollowing conditions:

(a)       All representations and warranties of the Sub-advisor's duties hereunder,Target Entity and the costTarget Fund contained in this Agreement shall be true and correct in all material respects as of performance of such duties tothe date hereof and, except as they may be borne and paidaffected by the Sub-advisor. No obligation may be incurredtransactions contemplated by this Agreement, as of the Closing Time, with the same force and effect as if made on and as of the Trust’s or Advisor’sClosing Time;

(b)       The Target Entity, on behalf in any such respect.

(d) The Sub-advisor will reportof the Target Fund, shall have delivered to the BoardAcquiring Entity (i) a statement of the Target Fund’s Assets and Liabilities, as of the Advisor all material matters relatedClosing Date, certified by the Treasurer of the Target Entity, (ii) the Schedule of Statements, Books and Records, (iii) in electronic form, to the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made to the Sub-advisor under the Code and its compliance policies and procedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor, as promptly as possible, and in any event prior to such change.

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(e) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be requiredextent permitted by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and recordsinformation pertaining to, or necessary or useful in the Trust which are in possessioncalculation or demonstration of, the Sub-advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's normal business hours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.

(f) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for theinvestment performance of the accounting firm’s duties.

(g) Target Fund, and (iv) the ASC 740-10 Workpapers;

(c)       The Sub-advisor will provideTarget Entity shall have delivered to the Fund’s custodianAcquiring Entity as of the Closing Time a certificate executed in its name by its President or Vice President and fund accountant on each business dayTreasurer, in form and substance satisfactory to the Acquiring Entity and dated as of the Closing Date, to the effect that the representations and warranties of or with such information relatingrespect to all transactions concerning the Portfolio’s assets underTarget Entity and Target Fund made in this Agreement are true and correct at and as of the Sub-advisor’s controlClosing Time, except as the custodian and fund accountantthey may reasonably require. In accordance with procedures adoptedbe affected by the Board,transactions contemplated by this Agreement;

(d)       The Target Custodian and the Sub-advisor is responsible for assisting inTarget Transfer Agent shall have delivered the fair valuationcertificates contemplated by Sections 3.2(b) and 3.2(d) of all Portfolio assetsthis Agreement, respectively, and will use its reasonable efforts to arrange for the provisionTarget Transfer Agent or the Target Entity’s President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of prices from parties who are not affiliated personsthis Agreement, each duly executed by an authorized officer of the Sub-advisor for each asset for whichTarget Custodian, the Fund’s fund accountant does not obtain prices inTarget Transfer Agent, the ordinary course of business.

(h) Target Entity’s President or the Target Entity’s Vice President, as applicable;

(e)       The Sub-advisorTarget Entity and the Target Fund shall have no duties or obligations pursuant toperformed all of the covenants and complied with all of the provisions required by this Agreement (other thanto be performed or complied with by the continuationTarget Entity and the Target Fund, on or before the Closing Time;

(f)       The Target Fund and the Acquiring Fund shall have agreed on the number of its preexisting dutiesfull and obligations) during any periodfractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in whichconnection with the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof,Reorganization after such number has been calculated in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant1.1 hereto;

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(g)       The Target Entity shall have duly executed and delivered to the instructionAcquiring Entity, on behalf of the AdvisorTarget Fund, such bills of sale, assignments, certificates and other instruments of transfer, including transfer instructions to the Target Custodian and instructions to the Acquiring Fund’s transfer agent as the Acquiring Entity may reasonably deem necessary or desirable to evidence the transfer to the Acquiring Fund by the Target Fund all of the Trust’s Boardright, title and interest of Trustees.

(i) For the purposeTarget Fund in and to the respective Assets of complyingthe Target Fund. In each case, the Assets of the Target Fund shall be accompanied by all necessary state stock transfer stamps or cash for the appropriate purchase price therefor;

(h)       The Acquiring Entity shall have received at the Closing: (i) a certificate of an authorized signatory of the Target Custodian stating that the Assets of the Target Fund have been delivered to the Acquiring Fund; (ii) a certificate of an authorized signatory from the custodian for the Acquiring Fund stating that the Assets of the Target Fund have been received; (iii) a certificate of an authorized officer of the Target Transfer Agent confirming that the transfer agent has delivered its records containing the names and addresses of the record holders of the Target Fund’s shares and the number and percentage (to four decimal places) of ownership of the Target Fund owned by each such holder as of the Closing Date; and (iv) the Tax books and records of the Target Fund, including but not limited to, for purposes of preparing any Tax Returns required by law to be filed after the Closing Date; and

(i)       As of the Closing Date, there shall have been no material change in the investment objectives, policies and restrictions or any increase in the investment management fee rate or other fee rates that the Target Fund is contractually obligated to pay for services provided to the Target Fund from those described in the Proxy Statement.

8.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING ENTITY AND THE TARGET ENTITY

With respect to each Reorganization, if any of the conditions set forth below have not been satisfied on or before the Closing Date with Rule 10f-3, Rule 12d3-1respect to the Target Fund or the Acquiring Fund, the Acquiring Entity or Target Entity, respectively, shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

8.1.       The Agreement shall have been approved by the requisite vote of the holders of the outstanding shares of the Target Fund in accordance with the provisions of the Target Entity’s Governing Documents, applicable law of the State of Delaware, and Rule 17a-10 under the 1940 Act, and anycertified copies of the voting record from the proxy solicitor evidencing such approval shall have been delivered to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither the Target Fund nor the Acquiring Fund may waive the conditions set forth in this Section 8.1;

8.2.       The Agreement and transactions contemplated herein shall have been approved by the board of trustees of the Target Entity and the board of trustees of the Acquiring Entity and each party shall have delivered to the other applicable ruleparty a copy of the resolutions approving this Agreement and the transactions contemplated in connection herewith adopted by such party’s board of trustees, certified by the secretary or regulation,equivalent officer. Notwithstanding anything herein to the Sub-advisor will not, with respect to transactionscontrary, neither the Target Fund nor the Acquiring Fund may waive the conditions set forth in securitiesthis Section 8.2;

8.3.       On the Closing Date, no action, suit or other assetsproceeding shall be pending or, to the Target Entity’s or the Acquiring Entity’s knowledge, threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein;

8.4.       All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities deemed necessary by the Acquiring Fund or Target Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not result in a material adverse effect on the Acquiring Fund or the Target Fund, provided that either party hereto may for itself waive any of such conditions;

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8.5.       Each of the Proxy Statement and the Acquiring Fund’s registration statement on Form N-1A shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act;

8.6.       The Target Entity and the Acquiring Entity shall have received on or before the Closing Date an opinion of Greenberg Traurig, LLP (“Greenberg Traurig”) in form and substance reasonably acceptable to the Target Entity and the Acquiring Entity, as to the matters set forth on Schedule 8.6. In rendering such opinion, Greenberg Traurig may request and rely upon representations contained in certificates of officers of the Target Entity, the Acquiring Entity and others, and the officers of the Target Entity and the Acquiring Entity shall use their best efforts to make available such truthful certificates. Such opinion shall contain such limitations as shall be in the opinion of Greenberg Traurig appropriate to render the opinions expressed therein. Subject to receipt of the certificates referenced in this Section 8.6 and absent a change of law or change of fact between the date of this Agreement and the Closing, such opinion shall state that the Reorganization will qualify as a “reorganization” under Section 368(a)(1) of the Code. Notwithstanding anything herein to the contrary, neither the Acquiring Entity nor the Target Entity may waive the conditions set forth in this paragraph 8.6.

9.

FEES AND EXPENSES

9.1.       The parties hereto represent and warrant to each other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.

9.2.       Zacks shall be responsible for paying its own expenses, including legal fees, incurred by it or any of its affiliates in connection with this Agreement and the transactions contemplated herein. Zacks shall pay (i) the costs and expenses of the third-party solicitation firm utilized in connection with soliciting the shareholder approvals for the Portfolio, consultReorganization; (ii) the printing and mailing costs associated with any other sub-advisorproviding the supplement to the Fund or any other seriesprospectus of the Trust.

SECTION 4. COMPENSATION; EXPENSES

(a) In considerationTarget Fund notifying shareholders of board approval of this Agreement; (iii) the external legal costs associated with the Proxy Statement preparation, filing and negotiations with the Commission; (iv) the fees charged by the Target Fund’s independent registered public accountants, counsel to the Target Entity, and counsel to the independent trustees of the foregoing,Target Entity for services related to the AdvisorReorganization; and (v) all of the other reasonable and documented costs and expenses incurred in connection with soliciting the shareholder approvals for the Reorganization. For the avoidance of doubt, neither the Acquiring Fund nor the Target Fund will bear the expenses relating to the Reorganization. At the Closing, Zacks shall pay the Sub-advisor,estimated expenses to be paid by it pursuant to this paragraph 9.2, and any remaining balance shall be paid by Zacks within thirty (30) days after the Closing.

10.

COOPERATION AND EXCHANGE OF INFORMATION

With respect to each Reorganization, prior to the Closing and for a reasonable time thereafter, the Target Entity and the corresponding Acquiring Entity will provide each other and their respective representatives with such cooperation, assistance and information as is reasonably necessary (i) for the filing of any Tax Return, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment, or (ii) for any financial accounting purpose. Each such party or their respective agents will retain until the applicable period for assessment under applicable law (giving effect to any and all extensions or waivers) has expired all returns, schedules and work papers and all material records or other documents relating to Tax matters and financial reporting of Tax positions of the Target Fund and the Acquiring Fund for its taxable period first ending after the Closing of the applicable Reorganization and for all prior taxable periods for which the statute of limitation had not run at the time of the Closing, provided that the Target Entity shall not be required to maintain any such documents that it has delivered to the Acquiring Fund.

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11.

INDEMNIFICATION

11.1.       With respect to each Reorganization, the Acquiring Entity, out of the assets of the applicable Acquiring Fund, agrees to indemnify and hold harmless the Target Entity and each of the Target Entity’s officers and trustees from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which, jointly and severally, the Target Entity or any of its trustees or officers may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accruedthereto) arises out of or is based on any breach by the Advisor daily and shall be payable monthly in arrearsAcquiring Entity, on behalf of the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the endapplicable Acquiring Fund, of any month, all fees for the period from that date to the end of that monthits representations, warranties, covenants or from the beginning of that month to the date of termination, as the case may be,agreements set forth in this Agreement. This indemnification obligation shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Uponsurvive the termination of this Agreement and the Closing of the Reorganization.

11.2.       With respect to each Reorganization, the Target Entity, out of the assets of the applicable Target Fund, agrees to indemnify and hold harmless the Acquiring Entity and each of the Acquiring Entity’s officers and trustees from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which, jointly and severally, the Acquiring Entity or any of its trustees or officers may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any breach by the Target Entity, on behalf of the applicable Target Fund, of any of its representations, warranties, covenants or agreements set forth in this Agreement. This indemnification obligation shall survive the termination of this Agreement and the Closing of the Reorganization.

12.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS

12.1.       Each party agrees that no party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties.

12.2.       The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder. The covenants to be performed after the Closing shall survive the Closing.

13.

TERMINATION

This Agreement may be terminated and the transactions contemplated hereby may be abandoned with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payableone or more (or all) Reorganizations at any time prior to the effective dateClosing Date by: (i) mutual agreement of termination.

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(b) During the term of this Agreement,parties; (ii) either the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other thanAcquiring Entity or the cost of securities and other investments (including brokerage commissions and other transaction charges,Target Entity if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisorClosing shall not be responsible for the Trust’s, the Fund’shave occurred on or the Advisor’s expenses, including any extraordinary and non-recurring expenses.

(c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instructionbefore September 30, 2023; unless such date is extended by mutual agreement of the Advisor and of the Trust’s Board of Trustees.

SECTION 5. STANDARD OF CARE

(a) The Advisor shall expect of the Sub-advisor,Acquiring Entity and the Sub-advisor will give the Advisor and the Trust the benefit of, the Sub-advisor's best judgment and efforts in rendering its services hereunder. The Sub-advisor shall not be liable to the Advisor or the Trust hereunder for any mistake of judgment or in any event whatsoever, except for lack of good faith, provided that nothing herein shall be deemed to protect, or purport to protect, the Sub-advisor against any liability to the Advisor or the Trust to which the Sub-advisor would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of the Sub-advisor's duties hereunder, or by reason of the Sub-advisor's reckless disregard of its obligations and duties hereunder.

(b) The Sub-advisor shall not be liable to the Advisor or the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Sub-advisor by a duly authorized officer of the Advisor or the Trust; (ii) the advice of counsel to the Trust; andTarget Entity; (iii) any written instructionparty if one or certified copy of any resolution of the Board.

(c) The Sub-advisormore other parties shall not be responsible or liable for any failure or delay in performance ofhave materially breached its obligations under this Agreement arising out of or caused, directlymade a material misrepresentation herein or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civilin connection herewith which would render a condition set forth in this Agreement unable to be satisfied; or military authority, national emergencies, labor difficulties (other than those related to the Sub-advisor’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

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(d) The parties hereto acknowledge and agree that the Trust is a third-party beneficiary as to the covenants, obligations, representations and warranties undertaken(iv) by the Sub-advisor underboard of trustees of either the Target Entity or Acquiring Entity. In the event of any such termination, this Agreement and as to the rights and privileges to which the Advisor is entitled pursuant to this Agreement, and that the Trust is entitled to all of the rights and privileges associated with such third-party-beneficiary status.

SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION

(a) This Agreement shall become effective with respectvoid and there shall be no liability hereunder on the part of any party or their respective directors/trustees or officers, except for (a) any such material breach or intentional misrepresentation or (b) the parties’ respective obligations under Sections 9.2 and 11, as to the Fund aseach of which all remedies at law or in equity of the date hereof; andparty adversely affected shall terminate 150 days after such effective date with respect to the Fund unless it has been approved by a majority of the Fund’s shareholders prior to such termination date (such period preceding such termination or Fund shareholder approval, the “Interim Period”). If so approved, then unless sooner terminated with respect to the Fund as provided herein, this Agreement shall continue in effect with respect to the Fund until the second anniversary hereof. Thereafter, if not terminated, this Agreement shall continue in effect for successive periods of 12 months with respect to the Fund, provided that such continuance is specifically approved at least annually (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval.survive.

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(b) During the Interim Period, the compensation earned under this Agreement will be held in an interest-bearing escrow account with the Fund's custodian or a bank. If a majority of the Fund's outstanding voting securities approve this Agreement with respect to the Fund by the end of the 150-day period following the effective date of this Agreement, the amount in such escrow account (including interest earned) will be paid to the Sub-advisor. If a majority of the Fund’s outstanding voting securities do not approve this Agreement during such 150-day period, the Sub-advisor will be paid, out of the escrow account, the lesser of (i) any costs incurred by the Sub-advisor in performing its duties pursuant to this Agreement with respect to the Fund during the Interim Period (plus interest earned on that amount while in escrow), and (ii) the total amount in the escrow account (plus interest earned).

(c)

14.

AMENDMENTS

This Agreement may be terminated with respect toamended, modified or supplemented in a Fund at any time, without the payment of any penalty, (i)writing signed by the Board, (ii)parties hereto to be bound by a vote of a majority of the outstanding voting securities of the Fund, (iii) by the Advisor on 60 days’ written notice to the Sub-advisor, or (iv) by the Sub-advisor on 60 days’ written notice to the Trust;such Amendment; provided, however, that duringfollowing the Interim Period the Trust’s Boardmeeting of Trustees or a majority of the outstanding voting securities of the Fund may terminate this Agreement at any time, without the payment of any penalty, on ten days’ written notice to the Sub-advisor. This Agreement terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

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SECTION 7. ACTIVITIES OF THE SUB-ADVISOR

Except to the extent necessary to perform its obligations hereunder, nothing herein shall be deemed to limit or restrict the Sub-advisor's right, or the right of any of the Sub-advisor's directors, officers or employees, to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, trust, firm, individual or association.

SECTION 8. REPRESENTATIONS OF SUB-ADVISOR.

The Sub-advisor represents and warrants to the Advisor that:

(a) It is registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and will continue to be so registered for so long as this Agreement remains in effect;

(b) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement;

(c) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; and

(d) It will promptly notify the Advisor and the Trust of the occurrence of any event that would disqualify the Sub-advisor from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

SECTION 9. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY

The Trustees of the Trust and the shareholders of the Target Fund shall not be liable for any obligationscalled pursuant to Section 5.1(c) of the Trust or of the Fund under this Agreement, andno such amendment may have the Sub-advisor agrees that, in assertingeffect of changing any rights or claims under this Agreement, it shall look onlyprovision to the assets and property of the Trust or the Fund to which the Sub-advisor's rights or claims relate in settlementdetriment of such rightsshareholders without their further approval.

15.

NOTICES

Any notice, report, statement or claims, and not to the Trustees of the Trustdemand required or the shareholders of the Fund.

SECTION 10. MISCELLANEOUS

(a) Nopermitted by any provisions of this Agreement mayshall be amendedin writing and shall be given by facsimile, electronic delivery, personal service or modifiedprepaid or certified mail addressed to:

For the Acquiring Entity and Zacks:

Zacks Investment Management, Inc.

227 W. Monroe, Suite 4350

Chicago, IL 60606

Attention: Mitch Zacks

Facsimile:

With a copy to:

Greenberg Traurig LLP

3333 Piedmont Road, NE

Suite 2500

Atlanta, GA 30309

Attention: Tanya Boyle

Facsimile: 214-665-5985

E-mail: tanya.boyle@gtlaw.com

For the Target Entity:

235 W. Galena Street

Milwaukee, WI 53212

Fax:

Attn: Diane J. Drake

With a copy to:

Morgan, Lewis & Bockius LLP

600 Anton Boulevard, Suite 1800

Costa Mesa, CA 92626

Fax: 202.775.6875

Attn: Laurie Anne Dee, Esq.

16.

HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY

16.1.       The Article and Section headings contained in this Agreement are for reference purposes only and shall not affect in any manner except by a written agreement properly authorized and executed by both parties hereto and approved byway the Trust in the manner set forth in Section 6(b) hereof.

(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provisionmeaning or interpretation of this Agreement.

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(c)

16.2.       This Agreement shall be governed by and the provisions of this Agreement shall be construed and interpreted under and in accordance with the laws of the State of Delaware. Any legal suit, action or proceedings relatedDelaware and applicable federal law, without regard to arising outits principles of or concerning theconflicts of laws.

16.3.       This Agreement shall be brought only inbind and inure to the Courtbenefit of Chancery of the State of Delaware unless the Trust, in its sole discretion, consents in writing to an alternative forum, or if such action may not be brought in that court, then such action shall be brought in any other court in the State of Delaware with jurisdiction (the “Designated Courts”). Each party (a) consents to jurisdiction in the Designated Courts, (b) waives any objection to venue in either Designated Court, and (c) waives any objections that their Designated Court is an inconvenient forum.

(d) This Agreement constitutes the entire agreement between the parties hereto and supersedestheir respective successors and assigns, but no assignment or transfer hereof or of any prior agreement with respectrights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the subject matter hereof, whether oralparties hereto and their respective successors and assigns, any rights or written.

(e) remedies under or by reason of this Agreement.

16.4.       This Agreement may be executed by the parties hereto onin any number of counterparts, and alleach of the counterparts taken together shall be deemed to constitute one and the same instrument.

(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portionswhich shall be considered severable and shall not be affected, andan original.

16.5.       The Target Entity is a Delaware statutory trust. With respect to the rights and obligationsReorganization of the parties shall be construed and enforced as ifTarget Fund, the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Advisor and Sub-advisor and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement. This Agreement does not, andTarget Entity is not intended to, create a third-part beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the parties and their respective successors and permitted assigns.

(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.

(i) No affiliated person, employee, agent, director, officer or manager of the Sub-advisor shall be liable at law or in equity for the Sub-advisor’s obligations under this Agreement.

(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," “control” and "assignment" shall have the meanings ascribed thereto in the 1940 Act.

(k) Each of the undersigned warrants and represents that he or she has full power and authority to signexecuting this Agreement on behalf of the party indicated and that his or her signature will bind the party indicatedTarget Fund only. Pursuant to the terms hereof and each party hereto warrants and represents that this Agreement, when executed and delivered, will constitute a legal, valid and binding obligationGoverning Documents of the party,Target Entity and Section 3804(a) of the Delaware Statutory Trust Act, there is a limitation on liability of each series such that (a) the debts, liabilities, obligations and expenses incurred, contracted or otherwise existing with respect to the Target Fund are enforceable against the assets of that Target Fund only, and not against the assets of the Target Entity generally or the assets of any other series thereof, and (b) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Target Entity generally or with respect to any other series thereof are enforceable against the assets of such Target Fund. The execution and delivery of this Agreement have been authorized by the trustees of the Target Entity on behalf of the Target Fund and signed by authorized officers of the Target Entity, 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 Target Fund as provided in the Target Entity’s Governing Documents.

16.6.       The Acquiring Entity is a Delaware statutory trust. With respect to the Reorganization with the Acquiring Fund, the Acquiring Entity is executing this Agreement on behalf of the Acquiring Fund only. Pursuant to the Governing Documents of the Acquiring Entity and Section 3804(a) of the Delaware Statutory Trust Act, there is a limitation on liability of each series such that (a) the debts, liabilities, obligations and expenses incurred, contracted or otherwise existing with respect to the Acquiring Fund are enforceable against the assets of that Acquiring Fund only, and not against the assets of the Acquiring Entity generally or the assets of any other series thereof, and (b) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Acquiring Entity generally or with respect to any other series thereof are enforceable against the assets of such Acquiring Fund. The execution and delivery of this Agreement have been authorized by the trustees of the Acquiring Entity on behalf of the Acquiring Fund and signed by authorized officers of the Acquiring Entity, 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 Acquiring Entity’s Governing Documents.

16.7.       The parties expressly agree that their obligations hereunder shall not be binding upon any of their respective board members, shareholders, nominees, officers, agents, or employees personally, but, except as provided in Section 9.2 hereof, shall bind only the property of the applicable Target Fund or the applicable Acquiring Fund as provided in the Governing Documents of the applicable Target Entity or the applicable Acquiring Entity, respectively. The 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 such party.

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17.

PUBLICITY/CONFIDENTIALITY

17.1.       The parties shall cooperate in determining the manner in which any public announcements or similar publicity with respect to this Agreement or the transactions contemplated herein are made, provided that nothing herein shall prevent either party from making such public announcements as may be required by law, in accordancewhich case the party issuing such statement or communication shall use all reasonable commercial efforts to advise the other party prior to such issuance.

The Target Entity, the Acquiring Entity, and Zacks (for purposes of this Section 17, the “Protected Persons”) will hold, and will cause their board members, officers, employees, representatives, agents and affiliates to hold, in confidence, and not disclose to any other person, and not use in any way except in connection with its terms,the transactions herein contemplated, without the prior written consent of the other Protected Persons, any non-public information obtained from the other Protected Persons in connection with the transactions contemplated by this Agreement, except such information may be disclosed: (i) to governmental or regulatory bodies, and, where necessary, to any other person in connection with the obtaining of consents or waivers as contemplated by this Agreement; (ii) if required by court order or decree or applicable law; (iii) if it becomes publicly available through no act or failure to act of such party; (iv) if it was already known to such party on a non-confidential basis on the date of receipt; (v) during the course of or in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to bankruptcy, insolvency, reorganization, moratoriumbe consummated; or (vi) if it is otherwise expressly provided for herein.

17.2       In the event of a termination of this Agreement, the Protected Persons agree that they along with their employees, representative agents and affiliates shall, and shall cause their affiliates to, except with the prior written consent of the other lawsProtected Persons, keep secret and retain in confidence, and not use for the benefit of general application affectingitself or themselves, nor disclose to any other persons, any and all confidential or proprietary information relating to the rightsother Protected Persons and remediestheir related parties and affiliates, whether obtained through their due diligence investigation, this Agreement or otherwise, except such information may be disclosed: (i) if required by court order or decree or applicable law; (ii) if it is publicly available through no act or failure to act of creditors and secured parties.such party; (iii) if it was already known to such party on a non- confidential basis on the date of receipt; (iv) during the course of or in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (v) if it is otherwise expressly provided for herein.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all asapproved on behalf of the dayAcquiring Fund and year first above written.

Target Fund.

361 CAPITAL, LLCZacks Trust, on behalf of its series identified on Exhibit A hereto	Investment Managers Series Trust, on behalf of its series identified on Exhibit A hereto
By: Name: Title:	By: Name: Title:
Zacks Investment Management, Inc., solely with respect to Sections 1.1(f), 5.1(a), 9.2, 14, 16.3, 17.1, and 17.2
By: Name: Title:

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EXHIBIT A

CHART OF REORGANIZATIONS

/s/ John Blue Target Entity/Fund (and share classes)	Corresponding Acquiring Entity/Fund (and share classes)
Name: John BlueInvestment Managers Series Trust	Zacks Trust
Title: SVP, CCO, Director of OperationsZacks All-Cap Core Fund – Institutional Class	Zacks All-Cap Core Fund – Institutional Class
Zacks Small-Cap Core Fund – Investor Class	Zacks Small-Cap Core Fund – Investor Class
ANALYTIC INVESTORS, LLCZacks Small-Cap Core Fund – Institutional Class	Zacks Small-Cap Core Fund – Institutional Class
Zacks Dividend Fund – Investor Class	Zacks Dividend Fund – Investor Class
/s/ Michael BroganZacks Dividend Fund – Institutional Class	Zacks Dividend Fund – Institutional Class

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Schedule 4.1(h)

Assigned Contracts

N/A 

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Schedule 4.1(i)

Target Fund/Target Entity Litigation, Administrative Proceedings and Investigations

[TO BE COMPLETED]

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Schedule 4.2(f)

Acquiring Fund Litigation, Administrative Proceedings and Investigations

N/A

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Schedule 5.1(f)

Target Fund Statements, Books and Records

Type of Statements, Books or Records	Method of Access
Name: Michael Brogan Shareholder ledger accounts including, without limitation: ●        the name, address and taxpayer identification number of each shareholder of record,  ●        the number of shares of beneficial interest held by each shareholder,  ●        the dividend reinvestment elections applicable to each shareholder, and  ●        the backup withholding and nonresident alien withholding certifications	Electronic
Title: Managing DirectorInformation in connection with the Target Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related regulations issued by the United States Treasury (“Income Tax Regulations”)	Electronic
Notices or records on file with the Target Fund with respect to each shareholder, for all of the shareholders of record of the Target Fund as of the close of business on the Closing Date, who are to become holders of the Acquiring Fund as a result of the transfer of Assets	Electronic
Year-end shareholder tax reporting information including ICI broker files, Tax insert letters, and supporting calculations for the Target Fund	Electronic
All IRS Forms 8937 (Report of Organizational Actions Affecting Basis of Securities) filed or posted by the Target Fund	Electronic

Statement of the respective Tax1 basis (by lot) and holding period as of the most recent Tax year end of the Target Fund of all portfolio securities to be transferred by the Target Fund to the Acquiring Fund	Electronic
Tax books and records of the Target Fund for purposes of preparing any Tax returns required by law to be filed for Tax periods ending after the Closing Date2	Electronic
A statement of any capital loss carryovers, for U.S. federal income tax purposes, of the Target Fund, as of the most recent Tax year end of the Target Fund, along with supporting workpapers providing information regarding any limitations on the use of such capital loss carryovers including information on any built-in gains and built-in losses of the Target Fund for purposes of applying applicable limitations on the use of such items under the Code	Electronic
All Tax Returns filed by or on behalf of the Target Fund (including extensions)	Electronic
Any of the following that have been issued to or for the benefit of the Target Fund: (a) rulings, determinations, holdings or opinions issued by any Tax authority and (b) Tax opinions	Electronic
All books and records related to testing the qualification of the Target Fund as a regulated investment company for Tax purposes (e.g., distribution requirement, qualifying income requirement, quarterly asset diversification requirement)	Electronic

All books and records relating to the filing of FBARs (FinCEN Form 114, Report of Foreign Bank and Financial Accounts) by the Target Fund	Electronic
Current and historical books and records of the Target Fund to comply with regulatory requirements imposed under the 1940 Act, including, without limitation, Section 31(a) of the 1940 Act and the rules thereunder, for all periods including, but not limited to, up to and including the Closing Date	Electronic

1

The terms “Tax” or “Taxes” and “Tax Return” as used in this Schedule 5.1(f) shall be as set forth in Section 4.1(l) of this Agreement.

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2

Such Tax books and records shall include, but not be limited to, a statement of the current earnings and profits of the Target Fund for U.S. federal income tax purposes, a statement of the items that the Acquiring Fund will succeed to and take into account as a result of Section 381 of the Code and the current and historical books and records of the Target Fund to comply with regulatory requirements imposed under the Code and the Income Tax Regulations for all periods including, but not limited to, up to and including the Closing Date.

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Appendix A

Series

Schedule 8.6

Tax Opinion

With respect to each Reorganization:

(i)       The acquisition by the applicable Acquiring Fund of all of the Trust:Assets of the corresponding Target Fund, as provided for in the Agreement, in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of the Liabilities of the Target Fund, followed by the distribution by the Target Fund to its shareholders of the Acquiring Fund shares in complete liquidation of the Target Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Target Fund and the Acquiring Fund each will be a “party to the reorganization” within the meaning of Section 368(b) of the Code.

(ii)       No gain or loss will be recognized by the Target Fund upon the transfer of all of its respective Assets to, and assumption of its Liabilities by, the Acquiring Fund in exchange solely for Acquiring Fund shares pursuant to Section 361(a) and Section 357(a) of the Code.

(iii)       No gain or loss will be recognized by the Acquiring Fund upon the receipt by it of all of the Assets of the Target Fund in exchange solely for the assumption of the Liabilities of the Target Fund and issuance of the Acquiring Fund shares pursuant to Section 1032(a) of the Code.

(iv)       No gain or loss will be recognized by the Target Fund upon the distribution of the Acquiring Fund shares by the Target Fund to its shareholders in complete liquidation (in pursuance of the Agreement) pursuant to Section 361(c)(1) of the Code.

(v)       The tax basis of the Assets of the Target Fund received by the Acquiring Fund will be the same as the tax basis of such Assets in the hands of the Target Fund immediately prior to the transfer pursuant to Section 362(b) of the Code.

(vi)       The holding periods of the Assets of the Target Fund in the hands of the Acquiring Fund will include the periods during which such Assets were held by the Target Fund pursuant to Section 1223(2) of the Code.

(vii)       No gain or loss will be recognized by the shareholders of the Target Fund upon the exchange of all of their Target Fund shares for the Acquiring Fund shares pursuant to Section 354(a) of the Code.

(viii)       The aggregate tax basis of the Acquiring Fund shares to be received by each shareholder of the Target Fund will be the same as the aggregate tax basis of the Target Fund shares exchanged therefor pursuant to Section 358(a)(1) of the Code.

(ix)       The holding period of Acquiring Fund shares received by a shareholder of the Target Fund will include the holding period of the Target Fund shares exchanged therefor, provided that the shareholder held Target Fund shares as capital assets on the date of the exchange pursuant to Section 1223(1) of the Code.

(x)       For purposes of Section 381 of the Code, the Acquiring Fund will succeed to and take into account, as of the date of the transfer as defined in Section 1.381(b)-1(b) of the Income Tax Regulations, the items of the Target Fund described in Section 381(c) of the Code as if there had been no Reorganization, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and, if applicable, the Income Tax Regulations promulgated thereunder. [The taxable year of the Target Fund will not end as a result of the Reorganization.]

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This opinion does not address the tax consequences of the Reorganization to contracts or securities on which gain or loss is recognized upon the transfer of an asset regardless of whether such transfer would otherwise be a nonrecognition transaction under the Code.

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361 Global Long/Short Equity Fund

 

361 Domestic Long/Short Equity Fund

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Appendix B

Fees and Expenses:

Fund	Fee
361 Global Long/Short Equity Fund	0.625%* of the Fund’s daily net assets
361 Domestic Long/Short Equity Fund	0.55% of the Fund’s daily net assets

*	0.3125% for the first 6 months from the Fund’s inception date.

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