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:

[  ] Preliminary Proxy Statement

[  ] Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[  ] Definitive Additional Materials

[  ] Soliciting Material Pursuant to §240.14a-12

Investment Managers Series Trust

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

(1) Title of each class of securities to which transaction applies: N/A

(2) Aggregate number of securities to which transaction applies: N/A

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): N/A

(4) Proposed maximum aggregate value of transaction: N/A

(5) Total fee paid: $0

RIVERBRIDGE GROWTH FUND

November 7, 2023

Dear Shareholder,

A Special Meeting of the Shareholders of the Riverbridge Growth Fund (the “Fund”), a series of Investment Managers Series Trust
235 West Galena Street
Milwaukee, Wisconsin 53212

Dear Shareholder:

The enclosed Proxy Statement contains information about a proposal that (the “Trust”), has been scheduled for December 22, 2023 (the “Special Meeting”). At the Special Meeting, shareholders of the Zacks All-Cap Core Fund Zacks Small-Cap Corewill consider a proposal to approve a new investment advisory agreement between the Trust, on behalf of the Fund, and Zacks Dividend Fund (the “Funds” and each a “Fund”Riverbridge Partners, LLC (“Riverbridge”) are being asked, pursuant to approve with respect to their Fund. The proposal is to approve the reorganization of each Fund into a corresponding new, identically-named series (the “New Funds” and each a “New Fund”) of the Zacks Trust, a Delaware statutory trust (the “Proposals” and each a “Proposal”). Each Fund’s shareholders are being asked to approve the Proposal with respect to their Fund at a shareholder meeting scheduled for October 26, 2023, at 10:00 a.m. Eastern Time. Please take the time to carefully read the Proxy Statement and cast your vote.

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 “Adviser”). The Adviser believes being part of a proprietary fund platform will benefit the Funds and their 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 objective, strategies, and investment policies of each New Fund are the same as the objective, strategies, and investment policies of the corresponding Fund. The Adviser and portfolio manager of each FundRiverbridge will continue to serve as the investment adviser and portfolio manageradvisor to the correspondingFund (the “New Advisory Agreement”).

Riverbridge has served as investment advisor to the Fund since the commencement of the Fund’s operations, pursuant to an investment advisory agreement between Riverbridge and the Trust, on behalf of the Fund (the “Current Advisory Agreement”). Currently, Northill US Holdings Inc. (“Northill”) owns an approximate 62% interest in Riverbridge and the remainder is owned by Riverbridge’s principals. On September 21, 2023, Riverbridge and LPC Monarch, LLC, an affiliate of Lincoln Peak Capital Management, LLC (“Lincoln Peak”), reached an agreement with Northill for LPC Monarch, LLC to acquire a portion of Northill’s interests in Riverbridge, with Riverbridge redeeming the remaining portion of Northill’s interests (the “Transaction”). The Transaction is expected to close on or before December 31, 2023 (the “Closing”). As a result of the Transaction, Riverbridge principals’ ownership interest will increase to approximately 70%, and the remainder will be owned by LPC Monarch, LLC. Lincoln Peak is a private investment firm that specializes in partnering with investment management firms to help facilitate equity transitions within a firm. LPC Monarch, LLC is a wholly-owned subsidiary of Lincoln Peak’s, formed as a special purpose vehicle for purposes of the Transaction.

Under the Investment Company Act of 1940 Act, as amended (the “1940 Act”), the Transaction will constitute an assignment and will result in automatic termination of the Current Advisory Agreement. In anticipation of the Transaction and these related events, Riverbridge is seeking to enter into a new advisory agreement with the Trust on behalf of the Fund (the “New Advisory Agreement”). At a meeting held on October 20, 2023, the Board of Trustees of the Trust, including a majority of the Trustees who are not “interested persons” of the Trust as that term is defined in the 1940 Act, considered and approved the New Fund. IfAdvisory Agreement with terms substantially similar to those of the Current Advisory Agreement. The Board of Trustees concluded that the approval of the New Advisory Agreement would serve the best interests of the Fund and its shareholders. The 1940 Act requires a reorganization is consummated,new investment advisory agreement of a registered investment company to be approved by a majority vote of the outstanding voting securities of that investment company (determined in accordance with the statute). As a result, you are being asked to approve the New Advisory Agreement. The New Advisory Agreement will be effective for 150 days from the date of the Closing, unless approved by the shareholders of the applicableFund, in which case the New Advisory Agreement will remain in effect for a two-year period, and will be subject to annual renewal thereafter.

The Fund’s investment objectives and investment strategies will not change as a result of the Transaction and the investment advisory personnel who currently provide services to the Fund will receivecontinue to do so following the Transaction. The advisory fee rates under the New Advisory Agreement will remain the same classas the advisory fees under the Current Advisory Agreement. Approval of the New Advisory Agreement will not alter the number of shares of the corresponding New Fund having a total dollar value equal toyou own.

If the total dollar value ofproposal is not approved by the shares ofFund’s shareholders at the Special Meeting, the Board will take such classaction as it deems necessary and in the best interests of the Fund held by the shareholder immediately before the reorganization. The Adviser is paying all costs associated with the reorganization, including those of Investment Managers Series Trust, a Delaware statutory trust (the “Trust”), Zacks Trust, the Funds, and the New Funds.

We ask that you vote in favorits shareholders, which may include further solicitation of the ProposalFund’s shareholders with respect to approve the reorganizationproposal or the solicitation of your Fund into the corresponding New Fund.

Your vote is important no matter how many shares you own. Voting your shares early will avoid costly follow-up mail and telephone solicitation. After reviewing the attached materials, please complete, sign and date your proxy card and mail it promptly in the enclosed postage paid envelope. You may also vote online or by telephone by following the instructions provided on the proxy card, or in-person.

If you have any questions, please call us toll-free at 1-888-453-4003 and we will be glad to assist you.

	Sincerely,
	Maureen Quill
	President

approval of different proposals.

Important Information to HelpThe Board of Trustees recommends that you Understand and Vote onvote FOR the Proposalsapproval of the proposal after carefully reviewing the enclosed materials.

While we encourage you to readYour vote is important. The Transaction and the full text ofproposal are discussed in detail in the enclosed Proxy Statement,Statement. Upon completing your review, please take a moment to sign and return your proxy card in the following isenclosed postage paid return envelope. If we do not hear from you after a brief overviewreasonable amount of time, you may receive a telephone call from us reminding you to vote your shares. On behalf of the proposals to approveBoard of Trustees, we thank you for your continued investment in the reorganization of the 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”).Fund.

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.Sincerely,

Maureen Quill

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.President 

Table of Contents

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 taken at the Meeting.

Zacks All-Cap Core Fund 

Zacks Small-Cap Core Fund 

Zacks Dividend FundRIVERBRIDGE GROWTH FUND

235 West Galena Street
Milwaukee, Wisconsin 53212NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE OF MEETING OF SHAREHOLDERS
To Be Held October 26,On December 22, 2023

Dear Shareholders:

The BoardA Special Meeting of TrusteesShareholders 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 DividendRiverbridge Growth Fund (the “Funds” and each a “Fund”), to will be held on December 22, 2023, at 10:00 a.m., local time, at the officesoffice of the Funds’ co-administrator, Mutual Fund Administration, LLC, at 2220 E. Route 66, Suite 226, Glendora, California 9174091740. At the meeting, we will ask the shareholders of the Fund to vote on October 26, 2023, at 10:00 a.m. Eastern Time, for the following purposes:proposal with respect to the Fund:

The Board of Trustees of the Trust has unanimously approved the proposal. ACCORDINGLY, THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.

Please read the accompanying Proxy Statement for a more complete discussion of the proposal. Shareholders of the Fund of record atas of the close of business on August 15,October 23, 2023, are entitled to notice of, and to vote at, the meeting andSpecial Meeting or any adjournments or postponementsadjournment thereof.

Important Notice RegardingYou are invited to attend the AvailabilitySpecial Meeting. If you cannot do so, please complete and return in the enclosed postage paid return envelope the accompanying proxy card, which is being solicited by the Board of Proxy MaterialsTrustees of the Trust, as promptly as possible. This is important for the Shareholder Meetingpurpose of ensuring a quorum at the Special Meeting. You may revoke your proxy card at any time before it is exercised by signing and submitting a revised proxy, by giving written notice of revocation to be Held on October 26, 2023. A copy of the Notice of Shareholder Meeting,Trust at any time before the Proxy Statement (includingproxy is exercised, or by voting in person at the proposed Agreement and Plan of Reorganization) and Proxy Voting Ballot are available at vote.proxyonline.com.Special Meeting.

By Orderorder of the Board of Trustees,

Maureen Quill

President

September 5,November 7, 2023

YOUR VOTE IS IMPORTANT

 PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY.

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSAL

To assure

While we strongly encourage you to read the full text of the enclosed Proxy Statement, we are also providing you with a brief overview of the subject of the shareholder votes.

QUESTIONS AND ANSWERS

Question: What is happening?

Answer: A Special Meeting of the Shareholders of the Riverbridge Growth Fund (the “Fund”), a series of Investment Managers Series Trust (the “Trust”), has been scheduled for December 22, 2023 (the “Special Meeting”). At the Special Meeting, shareholders of the Fund will consider a proposal to approve an interim and new investment advisory agreement between the Trust, on behalf of the Fund, and Riverbridge Partners, LLC (“Riverbridge”), pursuant to which Riverbridge will continue to serve as the investment advisor to the Fund (the “New Advisory Agreement”).

Riverbridge has served as investment advisor to the Fund since the commencement of the Fund’s operations, pursuant to an investment advisory agreement between Riverbridge and the Trust, on behalf of the Fund (the “Current Advisory Agreement”). Currently, Northill US Holdings Inc. (“Northill”) owns an approximate 62% interest in Riverbridge and the remainder is owned by Riverbridge’s principals. On September 21, 2023, Riverbridge and LPC Monarch, LLC, an affiliate of Lincoln Peak Capital Management, LLC (“Lincoln Peak”) reached an agreement with Northill for LPC Monarch, LLC to acquire a portion of Northill’s interests in Riverbridge, with Riverbridge redeeming the remaining portion of Northill’s interests (the “Transaction”). The Transaction is expected to close on or before December 31, 2023 (the “Closing”). As a result of the Transaction, Riverbridge principals’ ownership interest will increase to approximately 70%, and the remainder will be owned by LPC Monarch, LLC. Lincoln Peak is a private investment firm that specializes in partnering with investment management firms to help facilitate equity transitions within a firm.

Under the Investment Company Act of 1940 Act, as amended (the “1940 Act”), the Transaction will constitute an assignment and will result in automatic termination of the Current Advisory Agreement. In anticipation of the Transaction and these related events, the Board of Trustees of the Trust (the “Board”), including a majority of the Trustees who are not “interested persons” of the Trust as that term is defined in the 1940 Act, considered and approved the New Advisory Agreement. The Board concluded that the approval of the New Advisory Agreement would serve the best interests of the Fund and its shareholders. The 1940 Act requires a new investment advisory agreement of a registered investment company to be approved by a majority vote of the outstanding voting securities of that investment company. As a result, you are being asked to approve the New Advisory Agreement. Approval of the New Advisory Agreement will allow Riverbridge to continue to serve as the investment advisor to the Fund, subject to the oversight of the Board, under terms that are substantially similar to those of the Current Advisory Agreement, including the same advisory fees that are currently in effect. The New Advisory Agreement will be effective for 150 days from the date of the Closing, unless approved by the shareholders of the Fund, in which case the New Advisory Agreement will remain in effect for a two-year period, and will be subject to annual renewal thereafter.

A copy of the New Advisory Agreement is included in this Proxy Statement as Appendix A.

Question: What proposal am I being asked to vote on?

Answer: At the Special Meeting, you will be asked to vote on the approval of the New Advisory Agreement between the Trust, on behalf of the Fund, and Riverbridge. You may be asked to vote on any other business as may properly come before the Special Meeting or any adjournment(s) or postponement(s) thereof.

Question: Why are you sending me this information?

Answer: You are receiving these proxy materials because on October 23, 2023 (the “Record Date”) you owned shares of the Fund and, as a result, you have the right to vote on this very important proposal concerning your representationinvestment and are entitled to be present at and to vote at the Special Meeting. Each share of the Fund is entitled to one vote on the proposal.

Question: How will the Transaction or the approval of the New Advisory Agreement affect me as a Fund shareholder?

Answer: The nature and quality of the services provided to the Fund are not expected to change as a result of the Transaction or the approval of the New Advisory Agreement. Further, there will be no changes in the Fund’s investment objectives or principal investment strategies as a result of the Transaction or the approval of the New Advisory Agreement, and you will still own the same number of shares of your Fund following the approval of the New Advisory Agreement. In addition, the portfolio manager who managed the Fund prior to the Transaction will continue to do so following the Closing and upon the approval of the New Advisory Agreement.

The terms of the New Advisory Agreement are substantially similar to those of the current investment advisory agreement between the Trust and Riverbridge in all material respects except that, as required under the 1940 Act, the New Advisory Agreement will terminate with respect to the Fund 150 days after its effective date unless it is approved by a majority of the shareholders of the Fund, and compensation earned under the New Advisory Agreement with respect to the Fund will be escrowed until shareholders of the Fund approve the New Advisory Agreement. The advisory fee rate will remain the same as the advisory fees currently paid to Riverbridge. In addition, Riverbridge has contractually agreed to maintain the same expense limitation arrangement for the Fund currently in effect, for a period of two years after the Closing. If approved by the shareholders, the New Advisory Agreement will have an initial two-year term and will be subject to annual renewal thereafter.

Question: Has the Board of Trustees approved the New Advisory Agreement and how does the Board of Trustees recommend that I vote?

Answer: The Board of Trustees unanimously approved the New Advisory Agreement at a meeting please complete, dateheld on October 20, 2023. The Board of Trustees recommends that you vote FOR the proposal.

Question: What will happen if shareholders do not approve the proposal?

Answer: If the proposal is not approved by the Fund’s shareholders at the Special Meeting, the Board will take such action as it deems necessary and in the best interests of the Fund and its shareholders, which may include further solicitation of the Fund’s shareholders with respect to the proposal or the solicitation of the approval of different proposals.

Question: Who is entitled to vote?

Answer: If you owned shares of the Fund as of the close of business on the October 23, 2023, the Record Date, you are entitled to vote.

Question: What vote is required to approve the proposal?

Answer: The 1940 Act requires the proposal to be approved by a “vote of the majority of the outstanding voting securities” of the Fund, which, under the 1940 Act, means an affirmative vote of the lesser of (a) 67% or more of the shares of the Fund present and entitled to vote at the Special Meeting or represented by proxy if the holders of more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (b) more than 50% of the outstanding shares of the Fund entitled to vote at the Special Meeting.

Question: When and where will the Special Meeting be held?

Answer: The Special Meeting will be held at the offices of Mutual Fund Administration, LLC, the Fund’s co-administrator, located at 2220 E. Route 66, Suite 226, Glendora, California 91740 on December 22, 2023, at 10:00 a.m. local time.

Question: How do I vote my shares?

Answer: For your convenience, there are several ways you can vote: 

Question: What happens if I sign and return my proxy card and return it promptlybut do not mark my vote?

Answer: Your proxy will be voted in favor of the accompanying envelope. proposal.

Question: May I revoke my proxy?

Answer: 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 at any time before it is exercised by giving notice of your revocation to the Fund in writing, or by the execution and votedelivery of a later-dated proxy. You may also revoke your sharesproxy by attending the Special Meeting, requesting the return of your proxy and voting 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, 2023Question: Who will bear the costs related to this proxy solicitation?

INTRODUCTION

This Proxy Statement is furnishedAnswer: Riverbridge has agreed to bear all costs related to the Special Meeting, including legal costs, the costs of retaining Broadridge Financial Solutions, Inc., and other expenses incurred in connection with the solicitation of proxies byproxies.

Question: Who can I call to obtain additional information about this Proxy Statement?

Answer: If you need any assistance, or have any questions regarding the proposal or how to vote your shares, please call the Fund’s proxy information line at 1-855-928-4489. Representatives are available Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern time.

INVESTMENT MANAGERS SERIES TRUST

PROXY STATEMENT

TO SHAREHOLDERS OF THE

Riverbridge Growth Fund

The Board of Trustees (the “Board”) of Investment Managers Series Trust (the “Trust”) is sending this Proxy Statement to the shareholders of the Riverbridge Growth Fund (the “Fund”) in connection with the solicitation of voting instructions for use at a special meeting of shareholders of the Fund (the “Special Meeting”) for the purposes set forth below and in the accompanying Notice of Special Meeting of Shareholders. This Proxy Statement is being mailed on or about November 13, 2023, to the shareholders of the Fund of record as of October 23, 2023 (the “Record Date”).

At the Special Meeting, shareholders will be asked to vote on the following proposals:

Information on the Fund’s shares issued and outstanding is included in Appendix B. Information on shareholders who owned beneficially 5% or more of the outstanding shares of a class of the Fund or 25% or more of the Fund’s outstanding shares as of the Record Date is set forth in Appendix C.

Important Notice Regarding Availability of Proxy Materials for the Special Meeting to be Held on December 22, 2023. This Proxy Statement is available on the Internet at www.proxyvote.com.

INTRODUCTION

Riverbridge has served as investment advisor to the Fund since the commencement of the Fund’s operations, pursuant to an investment advisory agreement between Riverbridge and the Trust, on behalf of the Zacks All-Cap Core Fund, Zacks Small-Cap Core Fund, and Zacks Dividend Fund (the “Funds”“Current Advisory Agreement”). Currently, Northill US Holdings Inc. (“Northill”) owns an approximate 62% interest in Riverbridge and eachthe remainder is owned by Riverbridge’s principals. On September 21, 2023, Riverbridge and LPC Monarch, LLC, an affiliate of Lincoln Peak Capital Management, LLC (“Lincoln Peak”) reached an agreement with Northill for LPC Monarch, LLC to acquire a “Fund”portion of Northill’s interests in Riverbridge, with Riverbridge redeeming the remaining portion of Northill’s interests (the “Transaction”). The Transaction is expected to close on or before December 31, 2023 (the “Closing”). As a result of the Transaction, Riverbridge principals’ ownership interest will increase to approximately 70%, and the remainder will be owned by LPC Monarch, LLC. Lincoln Peak is a private investment firm that specializes in partnering with investment management firms to help facilitate equity transitions within a firm.

Under the Investment Company Act of 1940 Act, as amended (the “1940 Act”), eachthe Transaction will constitute an assignment and will result in automatic termination of the Current Advisory Agreement. In anticipation of the Transaction and these related events, the Board, including a seriesmajority of the Trustees who are not “interested persons” of the Trust for use atas that term is defined in the Meeting of Shareholders1940 Act, considered and approved an interim and new advisory agreement between the Trust, on behalf of the Fund, and Riverbridge (the “New Advisory Agreement”) which, subject to be held atapproval by the officesFund’s shareholders, will allow Riverbridge, subject to the oversight of the Funds’ co-administrator, MutualBoard, to continue to serve as the investment advisor to the 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 mailedunder terms that are substantially similar 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 copythose of the Funds’ Prospectus, StatementCurrent Advisory Agreement. The Board concluded that the approval of Additional Information (“SAI”), and most recent annual report and semi-annual report, including financial statements and schedules, at no charge by callingthe New Advisory Agreement would serve the best interests of the Fund at 1-888-453-4003.and its shareholders.

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 PLAN OF REORGANIZATION, PURSUANT TO WHICH THE FUNDS WOULD REORGANIZE INTO CORRESPONDING SEPARATE SERIES OF ZACKS TRUST.

Background

YouThe 1940 Act requires a new investment advisory agreement of a registered investment company to be approved by a majority vote of the outstanding voting securities of that investment company. As a result, you are being asked to approve the New Advisory Agreement. Rule 15a-4 under the 1940 Act provides a reorganizationtemporary exemption from the shareholder approval requirement for an interim period of your Fundup to 150 days after termination of an advisory contract provided that: the advisory compensation paid during the interim period is no greater than the compensation paid under the previous advisory agreement; compensation earned under the new agreement will be escrowed until shareholders approve the new agreement; and the investment company’s board of trustees, including a majority of the independent trustees, has approved the new agreement. If the New Advisory Agreement is not approved by shareholders prior to the Closing, the Board of Trustees, pursuant to an Agreement and Plan of Reorganization (the “Plan”) providing forRule 15a-4, has appointed Riverbridge to serve as the interim investment adviser to the Fund to reorganize into a corresponding new, identically-named seriesunder the New Advisory Agreement (effective as of the Zacks Trust (each,date of the Closing). In that case, the New Advisory Agreement will terminate with respect to the Fund 150 days after its effective date unless it is approved by a “Reorganization” and collectively, the “Reorganizations”). If approved bymajority of the shareholders of the Fund, in which case the New Advisory Agreement will remain in effect for a Fund, such Fundtwo-year period, and will be reorganized intosubject to annual renewal thereafter. If the corresponding New Advisory Agreement is approved prior to the Closing, Riverbridge will not need to serve as an interim investment adviser to the Fund and each shareholderthe New Advisory Agreement will become effective as of the Fund will become a shareholderdate of the corresponding New Fund. Closing for a two-year period, and will be subject to annual renewal thereafter.

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 FundFund’s investment objectives and Zacks Dividend Fund have each registered two classes of shares – Institutional Class shares and Investor Class shares. If the Plan is approved by shareholders of a 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. The Reorganizations will not result in any change to the investment objective, principal investment strategy or investment policies of the Funds or to the Funds’ fiscal year. The investment adviser, the portfolio manager and the advisory fee for each Fundstrategies will not change as a result of the applicable Reorganization.Transaction and the investment advisory personnel who currently provide services to the Fund will continue to do so following the Transaction. The advisory fee rates under the New Advisory Agreement will remain the same as the advisory fees under the Current Advisory Agreement. Approval of the New Advisory Agreement will not alter the number of shares of the Fund you own.

If the proposal is not approved by the Fund’s shareholders at the Special Meeting, the Board will take such action as it deems necessary and in the best interests of the Fund and its shareholders, which may include further solicitation of the Fund’s shareholders with respect to the proposal or the solicitation of the approval of different proposals.

The New Advisory Agreement is included as Appendix A to this Proxy Statement.

PROPOSAL – APPROVAL OF NEW ADVISORY AGREEMENT

Information Regarding Riverbridge and the Current Investment Advisory Agreement with Riverbridge

Riverbridge, located at 1500 IDS Center, 80 South Eighth Street, Suite 1500, Minneapolis, Minnesota 55402, is currently the investment advisor to the Fund. Founded in 1987, Riverbridge is an SEC-registered investment advisor. As of July 31, 2023, Riverbridge’s total assets under management were approximately $12 billion. Riverbridge is majority owned by Northill US Holdings, Inc., an affiliate of Northill Capital Group and the remainder is owned by Riverbridge’s principals. Northill provides equity capital to asset management firms.

Riverbridge serves as investment advisor to the Fund pursuant to the Current Advisory Agreement. The Current Advisory Agreement describes the services that Riverbridge provides to the Fund, which generally include reviewing, supervising, and administering the investment program of the Fund. Riverbridge is not liable to the Trust under the terms of the Current Advisory Agreement for any error of judgment or mistake of law or for any loss suffered by Riverbridge or the Trust in connection with the performance of the Current Advisory Agreement, except a loss resulting from a breach of fiduciary duty by Riverbridge with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on Riverbridge’s part in the performance of its duties or from reckless disregard by Riverbridge of its duties under the Current Advisory Agreement. The Current Advisory Agreement continues in force from year to year so long as it is specifically approved at least annually in the manner required by the 1940 Act. The Current Advisory Agreement may be terminated at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to Riverbridge; or (ii) by Riverbridge on 60 days’ written notice to the Trust. In addition, the Current Advisory Agreement will terminate automatically upon its assignment (as defined in the 1940 Act).

The gross expensesCurrent Advisory Agreement was submitted for approval by the new Zacks All-Cap Core Fund and new Zacks Dividend Fund are expected to be lower than the gross expensesinitial shareholder 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, areFund’s commencement of operations in December 2012. The Current Advisory Agreement was last renewed by the Trust’s Board on September 19-20, 2023.

Pursuant to the Current Advisory Agreement, for its services, Riverbridge is entitled to receive an annual management fee as listed below of the Fund’s average daily net assets, calculated daily and payable monthly. For the fiscal year ended November 30, 2022, unless otherwise noted, Riverbridge received advisory fees, net of fee waivers pursuant to its expense limitation agreement with the Trust on behalf of the Fund, as follows:

Riverbridge has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-1A), expenses incurred in connection with any merger or reorganization and extraordinary expenses such as litigation expenses) do not exceed 1.21% and 0.96% of the average daily net assets of the Fund’s Investor Class and Institutional Class shares, respectively. This agreement is in effect until March 31, 2024, and it may be terminated before that date only by the Trust’s Board of Trustees. The Fund’s advisor is permitted to seek reimbursement from the Fund, subject to possible recoupment bycertain limitations, of fees waived or payments made to the AdviserFund for a period ending three full fiscal years after the date of the waiver or payment. This reimbursement may be requested from the New Funds in future years (withinFund if the three years fromreimbursement will not cause the date the fees have been waived or reimbursed), if such recoupment can be achieved withinFund’s annual expense ratio to exceed the lesser of (a) the expense limitlimitation in effect at the time such fees were waived or payments made, or those(b) the expense limitation in placeeffect at the time of recapture.the reimbursement.

Following the Reorganizations, the New Funds will be governedThe investment advisory fees paid 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 Riverbridge and applicable fee waivers during the corresponding New Fund in exchangeFund’s most recent fiscal year ended November 30, 2022, were as follows:

A discussion regarding the basis for sharesthe Board’s most recent approval of the corresponding New Fund having a total dollar value equalCurrent Advisory Agreement is available in the Fund’s Annual Report dated November 30, 2022.

The names and principal occupations of each principal executive officer and director of Riverbridge are listed below. Unless otherwise noted, the address of each person listed is Riverbridge Partners, LLC, 1500 IDS Center, 80 South Eighth Street, Suite 1500, Minneapolis, Minnesota 55402.

Riverbridge has indicated that it does not serve as investment advisor to the total dollar valueany other mutual fund which has investment objectives similar to those 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 basisFund.

Terms of the New Fund to shareholders of recordAdvisory Agreement

The terms 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 beAdvisory Agreement with Riverbridge are substantially the same as the total valueterms of the corresponding Fund shares you held immediately beforeCurrent Advisory Agreement except that, as required under the Reorganization. A form of1940 Act, the Plan is attached hereto as Exhibit A.

If shareholders of a Fund approve the Proposal, the Board and officers of the TrustNew Advisory Agreement will execute and implement the Planterminate with respect to that Fund. If shareholders approve the Reorganization,Fund 150 days after its effective date unless 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 corresponding New 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 the Funds, and the New Funds, as noted above. The Trust and Zacks Trust are not affiliated.

Reorganization of the Funds

At a meeting of the Board, held on June 13-14, 2023, the Board, including the members of the Board who are not “interested persons” as that term is defined in the Investment Company Act of 1940 (the “1940 Act”) (“Independent Trustees”), considered the Plan substantially in the form attached to this Proxy Statement, and unanimously determined that each Reorganization was in the best interestsmajority of the shareholders of the applicable Fund, and thatcompensation earned under 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 “Adviser”). The Adviser believes being part of a proprietary fund platform will benefit the Funds and their 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 PlanNew Advisory Agreement with respect to eachthe Fund will be escrowed until shareholders of the Funds. In considering these matters,Fund approve the Board considered each ReorganizationNew Advisory Agreement. The New Advisory Agreement describes the services that Riverbridge would provide to the Fund, which generally would include reviewing, supervising, and administering the related Plan separately and concluded that each Reorganization wasinvestment program of the Fund. Riverbridge would not liable to the Trust under the terms of the New Advisory Agreement for any error of judgment or mistake of law or for any loss suffered by Riverbridge or the Trust in connection with the performance of the New Advisory Agreement, except a loss resulting from a breach of fiduciary duty by Riverbridge with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on Riverbridge’s part in the best interestsperformance of its duties or from reckless disregard by Riverbridge of its duties under the New Advisory Agreement.

If approved by the shareholders of the applicable Fund. In consideringFund, the proposed Reorganizations,New Advisory Agreement would continue in force for a period of two years following the Closing, unless sooner terminated as provided in the New Advisory Agreement. The New Advisory Agreement would continue in force from year to year thereafter so long as it is specifically approved at least annually in the manner required by the 1940 Act.

The New Advisory Agreement may be terminated at any time without payment of any penalty: (i) by the Board providedor by the Adviser withvote of a detailed information request addressing, among other things, the nature and structure of each Reorganization, the proposed impact and benefits to shareholders, any changes in portfolio strategy or management, and the tax impactmajority of the Reorganizations. The Board reviewed the responses provided and met with representatives of the Adviser to gain a better understanding of the proposed Reorganizations. In approving each proposed Reorganization, the Board, including the Independent Trustees (with the advice and assistance of independent counsel), considered, among other things:

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)outstanding voting securities of the Fund being acquired and (2) the assumptionupon 60 days’ written notice to Riverbridge; or (ii) 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 priorRiverbridge upon 60 days’ written notice to the Reorganization. All of these 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 orTrust. In addition, 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 partyAdvisory Agreement would automatically terminate in the event of specified circumstances such as material breach. In addition,its assignment (as defined in the Plan may be amended in a non-material manner by the Board of Trustees of the Trust and the Zacks Trust.1940 Act).

New Fund shares issued to Fund 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 FundUnder the New Advisory Agreement, Riverbridge would be entitled to an annual advisory fee, calculated daily and payable monthly, based on the Corresponding New Fund

Investment Objective, Limitations & Restrictions; Principal Investment Strategies; Risks. The investment objective, limitations and restrictions, as well as the principal investment strategies and risks for each New Fund arefollowing fee schedule, which is the same as thosethe current fee schedule under the Current Advisory Agreement:

In addition, Riverbridge has contractually agreed to maintain for a period of two years after the Closing, the same expense limitation arrangement for the Fund currently in effect. In particular, Riverbridge has contractually agreed to waive its fees and/or pay for operating expenses of the corresponding Fund. For detailed information about the principal investment strategies and risks of each Fund as well as investment limitations and restrictions, see the current Prospectus and SAI for the Funds, which are incorporated herein by reference.

Fees and Expenses. Each Reorganization is not expected to result in an overall increase in shareholder fees or netensure that total annual fund operating expenses (excluding as applicable, any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with respectSEC Form N-1A), expenses incurred in connection with any merger or reorganization and extraordinary expenses such as litigation expenses) do not exceed 1.21% and 0.96% of the average daily net assets of the Fund’s Investor Class and Institutional Class shares, respectively. This agreement will remain in effect from the Closing for a period of two years after the Closing, and it may be terminated before that date only by the Trust’s Board of Trustees.Fees waived and expenses paid by Riverbridge may be reimbursed for a period ending three full fiscal years after the day of any such waiver or payment. In addition, Riverbridge is permitted to seek reimbursement of fees waived or payments made 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 possible recoupment byTransaction, for a period of three full fiscal years after the Adviserday of any such waiver or payment. In each case, such reimbursement may be requested from the New Funds in future years (withinFund if the three years fromreimbursement will not cause the date the fees have been waived or reimbursed), if such recoupment can be achieved withinFund’s annual expense ratio to exceed the lesser of (a) the expense limitlimitation in effect at the time such fees were waived or payments made, or those(b) the expense limitation in placeeffect at the time of recapture.the reimbursement.

The amounts available for recoupmentBoard Consideration of Current Advisory Agreement and New Advisory Agreement

At its meetings held on September 19-20, 2023 (the “September Meeting”) and October 20, 2023 (the “October Meeting” and, together with the September Meeting, the “Meetings”), the Board considered renewal of the Current Advisory Agreement and approval of the New Advisory Agreement, respectively. In particular, in consideration of the New Advisory Agreement at the October Meeting, the Board considered information previously reviewed by the Adviser from each Fund asBoard at the September Meeting, during which the Board conducted its annual review of May 31, 2023, are set forth inand renewed the table below. For the amounts corresponding to each year listed, any amount not recouped by November 30 of that year will expire and no longer be available for recoupment.

These tables describe the fees and expenses that you may pay if you buy, hold, and sell shares of each Fund and the corresponding New Fund. The tables are based on fees and expenses as shown in the Funds’ Prospectus and the New Funds’ Prospectus. Please keep in mind that, as a result of changing market conditions, total asset levels, and other factors, expenses at any time during the current fiscal year may be different from those shown.

ZACKS ALL-CAP CORE FUND

These tables describe the fees and expensesCurrent Advisory Agreement. In advance 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 compareSeptember Meeting, the cost of investing inBoard received information about the Fund and the NewCurrent Advisory Agreement from Riverbridge and from Mutual Fund Administration, LLC (“MFAC”) and UMB Fund Services, Inc. (“UMBFS”), the Trust’s co-administrators, certain portions of which are discussed below. The materials, among other things, included information about Riverbridge’s organization and financial condition; information regarding the background and experience of relevant personnel providing services to the Fund; reports comparing the performance of the Fund with returns of the costRussell 3000 Growth Index, the S&P 500 Index, and a group of investing in other mutual funds. The example assumes that you invest $10,000 incomparable funds (each, a “Peer Group”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”) from Lipper’s Multi-Cap Growth universe (the “Fund Universe”) for the one-, three-, five-, and ten-year periods ended June 30, 2023; and reports comparing the investment advisory fees and total expenses of the Fund with those of the Peer Group and Fund Universe. Additionally, in advance of the October Meeting, the Board received information about the Fund, Riverbridge and the New Advisory Agreement from Riverbridge, MFAC and UMBFS. The materials, among other things, included information about the Transaction and Riverbridge’s anticipated ownership structure after the Closing. In consideration of the Current Advisory Agreement and the New Advisory Agreement, at the Meetings, the Board also received a memorandum from legal counsel to the Trust discussing the legal standards under the 1940 Act and other applicable law for their consideration of the renewal of the Current Advisory Agreement and the approval of the New Advisory Agreement. In addition, at the Meetings, the Board considered information reviewed by the Board throughout the year at other Board and Board committee meetings. No representatives of Riverbridge were present during the Board’s consideration of the Current Advisory Agreement or the New Fund forAdvisory Agreement, and the time periods indicated and then redeem all your shares atIndependent Trustees were represented by their legal counsel with respect to 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

matters considered.

Example. This example is intended to help you compareIn approving the cost of investing in the FundCurrent Advisory Agreement and the New Advisory Agreement, the Board and the Independent Trustees considered a variety of factors, including those discussed below. In their deliberations, the Board and the Independent Trustees did not identify any particular factor that was controlling, and each Trustee may have attributed different weights to the various factors.

Nature, Extent and Quality of Services

At the Meetings, the Board considered the overall quality of services provided by Riverbridge to the Fund withunder the costCurrent Advisory Agreement and to be provided by Riverbridge to the Fund under the New Advisory Agreement. In doing so, the Board considered Riverbridge’s specific responsibilities in all aspects of investing in other mutual funds.day-to-day management and oversight of the Fund. The example assumes that you invest $10,000Board also considered the qualifications, experience and responsibilities of the personnel involved in the activities of the Fund, ornoting that key personnel of Riverbridge would continue to be involved in the Newinvestment operations of the Fund following the Transaction. The Board also considered the overall quality of Riverbridge’s organization and operations, and Riverbridge’s compliance structure.

With respect to the performance results of the Fund, the September Meeting materials indicated the following:

The Trustees noted Riverbridge’s explanation that the Fund’s underperformance relative to the Peer Group and the indexes for certain periods was primarily due to the time periods indicatedFund’s weighted average market capitalization, which generally tended to have a higher allocation to small- and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each yearmid-cap stocks, and that the Fund’s performance was negatively affected because large-cap stocks outperformed mid-cap and small-cap stocks during those periods; and that post-COVID, cyclical companies and companies exposed to fluctuations in commodity prices performed well, but these types of business models do not meet Riverbridge’s investment criteria. The Trustees also considered that the Fund’s volatility of returns, as measured by its standard deviation, and its downside volatility, as measured by its Morningstar risk score, ranked it in the first or second quartile (which are 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:

most favorable) for all periods covered.

ZACKS DIVIDEND FUNDAdvisory Fees and Expense Ratios

These tables describeWith respect to the advisory fees and expenses ofpaid by the Zacks Dividend Fund, and its corresponding New Fund.the September Meeting materials indicated the following:

Comparison of Shareholder Fees

Comparison of Annual Operating Expenses

At the September Meeting, the Board and the Independent Trustees concluded that based on the factors they had reviewed, the compensation payable to Riverbridge under the Current Advisory Agreement was fair and reasonable in light of the nature and quality of the services Riverbridge provides to the Fund. Further, at the October Meeting, the Board considered that under the New Advisory Agreement, Riverbridge would receive to the same advisory fees as it is currently receives under the Current Advisory Agreement, which the Board renewed at the September Meeting.

Profitability and Economies of Scale

At the Meetings, the Board considered information prepared by Riverbridge relating to its costs and profits with respect to the Fund, noting that Riverbridge had waived a portion of its advisory fee for the Fund during the Fund’s most recent fiscal year. The Board also noted that Riverbridge had agreed to maintain the expense limitation arrangement until March 31, 2024, with respect to the Current Advisory Agreement, and for a period of two years after the Closing, with respect to the New Advisory Agreement. Recognizing the difficulty in evaluating an investment advisor’s profitability with respect to the funds it manages in the context of an advisor with multiple lines of business, and noting that other profitability methodologies might also be reasonable, the Board and the Independent Trustees concluded that the profit of Riverbridge from its relationship with the Fund was reasonable.

The Board also considered the benefits received by Riverbridge as a result of Riverbridge’s relationship with the Fund, other than the receipt of its investment advisory fee, including any research received from broker-dealers providing execution services to the Fund, the beneficial effects from the review by the Trust’s Chief Compliance Officer of Riverbridge’s compliance program, the intangible benefits of Riverbridge’s association with the Fund generally, and any favorable publicity arising in connection with the Fund’s performance. The Trustees noted that although there were no advisory fee breakpoints, the asset levels of the Fund were not currently likely to lead to significant economies of scale, and that any such economies would be considered in the future as the assets of the Fund grow.

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.

ComparisonConclusion

At the September Meeting, the Board concluded that based on the information they had reviewed, the nature, overall quality, and extent of Share Classesthe management and Fees

Share Classes. Theoversight services provided by Riverbridge to the Fund was satisfactory; the compensation payable to Riverbridge pursuant to the Current Advisory Agreement was fair and reasonable in light of the nature and quality of the services Riverbridge provides to 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 and Officers

The Board of Trustees of Zacks Trust (the “Zacks Board”) consists of trustees different than the trustees that currently oversee the operationsrenewal 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 isCurrent Advisory Agreement would be in the best interests of the Zacks Trust,Fund and its fundsshareholders.

At its October Meeting, based on its review, including its consideration of the fact that Riverbridge’s proposed compensation under the proposed New Advisory Agreement is the same as the compensation under the Current Advisory Agreement and each shareholder.that key personnel of Riverbridge would continue to be involved in the day-to-day management and investment operations of the Fund, the Board concluded that Riverbridge would have the capabilities, resources and personnel necessary to manage the Fund, and that in light of the services to be provided by Riverbridge to the Fund, the compensation to be paid to it under the New Advisory Agreement is fair and reasonable, and that approval of the New Agreement is in the best interest of the Fund and its shareholders.

THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND

APPROVE THE NEW ADVISORY AGREEMENT BETWEEN THE TRUST AND RIVERBRIDGE.

SECTION 15(f) SAFE HARBOR

Section 15(f) of the 1940 Act provides a non-exclusive safe harbor for an investment advisor or any of its affiliated persons to receive any amount or benefit in connection with a sale of securities of, or any other interest in, such advisor which results in an assignment of an investment advisory contract with an investment company as long as two conditions are met.

Board Risk Oversight. The Zacks BoardVOTING PROCEDURES

How to Vote

This Proxy Statement is being provided in connection with the solicitation 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, andproxies by 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 York. 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 their 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 availablesolicit your vote 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 aspecial meeting of 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 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 exchanging 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 are 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 on a matter shall vote on the 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.

The foregoing is only a summary of certain rights of shareholders of the Funds and the Zacks Funds under their respective Trust’s governing charter documents and by-laws, state law, and the 1940 Act, and is not a complete description of provisions contained in those sources. Shareholders should refer directly to the provisions of state law, the 1940 Act and rules thereunder for a more thorough description.

There are no material differences in shareholder rights between the Funds and the Zacks Funds.

Expenses of the Reorganizations

Fund. The Adviser will bear the solicitation and legal expenses associated with the transactions contemplated by the Plan, including expenses associated with the mailing, tabulation and solicitation of proxies, currently estimated to be $119,000, assuming that a quorum of shareholders respond to this proxy statement within a timely manner. EQ Fund Solutions, has been engaged to provide tabulation and solicitation services. Approximately $38,500 of the $119,000 Reorganization-related costs are attributable to solicitation services.

Tax Consequences

Each Reorganization is intended to qualify for Federal income tax purposes as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. No gain or loss is expected to be recognized as a consequence of the Reorganizations by any of the Funds, nor is a gain or loss expected to be recognized by the shareholders of the Funds as a result of the Funds’ distribution of the New Funds’ shares to such shareholders in exchange for such shareholders’ Fund shares. In addition, each shareholder’s tax basis for shares held in a Fund will carry over to the shares of the New Fund acquired in the applicable Reorganization, and the holding period for shares held as a capital asset also will carry over to the New Fund shares received in the Reorganization. As a condition to the consummation of the Reorganization, both the Trust and Zacks Trust shall have received a legal opinion to the effect that the Reorganization will qualify as a “reorganization” with the foregoing tax consequences. That opinionSpecial Meeting will be based upon certain representations and warranties made byheld at the Trust and Zacks Trust and certifications received from the Trust and Zacks Trust on behalfoffices of each of the Fund and the New Fund.

Notwithstanding the foregoing, no opinion will be expressed as to the tax consequences of the Reorganizations on 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. None of the Funds have requested or will request an advance ruling from the IRS as to the U.S. federal income tax consequences of the Reorganizations.

The Tax Opinion is not binding on the IRS or the courts and is not a guarantee that the tax consequences of the Reorganizations will be as described above. If a Reorganization were consummated but the IRS or the courts were to determine that the Reorganization did not qualify as a “reorganization” under the Code, and thus was taxable, the applicable Fund would recognize gain or loss on the transfer of its assets to the corresponding New Fund, and each shareholder of the Fund that held shares in a taxable account would recognize a taxable gain or loss equal to the difference between its tax basis in its Fund shares and the fair market value of the shares of the New Fund it received.

The tax year of each Fund is expected to continue with the corresponding New Fund, and the capital gains, if any, resulting from Fund turnover prior to a Reorganization will be carried over to the corresponding New Fund. If the Reorganization were to end the tax year of a Fund (which is not intended or expected as of the date of this Proxy Statement), it would accelerate distributions to shareholders from the Fund for its short tax year ending on the Closing Date. Such distributions would be taxable to the extent of any current or accumulated earnings and profits of the distributing Fund and would include any capital gains resulting from Fund turnover prior to the Reorganization.

General Limitation on Losses. Assuming that a Reorganization qualifies as a “reorganization” under the Code, as expected, the applicable New Fund will succeed to the tax attributes of the corresponding Fund upon the closing of the Reorganization, including any capital loss carryovers that may be used by the Fund to offset its future realized capital gains, if any, for federal income tax purposes. The capital loss carryovers of the Funds, if any, will potentially be available to offset future gains recognized by the respective New Funds. Capital losses of the Funds and the New Funds may generally be carried forward indefinitely to offset future capital gains, subject to certain limitations.

Capital losses of the Funds and the New Funds may become subject to an annual limitation as a result of sales of shares or other transactions to the extent that they are deemed to result in a change of ownership of a Fund or a New Fund.

The foregoing description of the U.S. federal income tax consequences of the Reorganizations applies generally to shareholders who are not tax-exempt investors and does not take into account your particular facts and circumstances. Consult your own tax adviser about the effect of state, local, foreign, and other tax laws because this discussion only relates to U.S. federal income tax laws.

Other Service Providers

Independent Accountants. Tait, Weller, & Baker LLP, Two Liberty Place, 50 S. 16^th Street, Suite 2900, Philadelphia, Pennsylvania 19102-2529, is the independent registered public accounting firm for the Funds. Cohen & Company, Ltd. (“Cohen”) whose address is 1350 Euclid Ave., Suite 800, Cleveland, OH 44115 will serve as the independent accountant for the New Funds following the Reorganization. Cohen will perform an annual audit of each New Fund’s financial statements and provide other services related to filings with respect to securities regulations.

Distributor. IMST Distributors, LLC, located at Three Canal Plaza, Suite 100, Portland, Maine 04101, is the Trust’s principal underwriter and acts as the Trust’s distributor in connection with the offering of Fund shares. Northern Lights Distributors, LLC, located at 4221 North 203^rd Street, Suite 100, Elkhorn, NE 68022-3474, will serve as each New Fund’s principal underwriter and acts as the distributor of each New Fund’s shares on a best efforts basis, subject to various conditions.

Administrator, Fund Accounting and Transfer Agency Services. UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, Wisconsin 53212, and Mutual Fund Administration, LLC, 2220 E. Route 66, Suite 226, Glendora, California 91740, act as co-administrators91740.

You may vote in one of the following ways:

Please promptly mail your proxy card to ensure that it is received prior to the closing of the polls at the Special Meeting. You may revoke a proxy once it is given. If you desire to revoke a proxy, you must submit a subsequent later dated proxy or a written notice of revocation to the Fund. You may also give written notice of revocation in person at the Special Meeting. All properly executed proxies received in time for the Funds. UMB Fund Services, Inc. also actsSpecial Meeting will be voted as specified in the Trust’s fund accountant, transfer agent and dividend disbursing agent pursuant to separate agreements. Ultimus Fund Solutions, LLC (“Ultimus”) will provide administration, fund accounting, and transfer agency services toproxy, or, if no specification is made, FOR the New Funds and is located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. Ultimus maintains the records of each shareholder’s account, answers shareholders’ inquiries concerning their accounts, process purchases and redemptions of shares and performs other transfer agent and shareholder service functions.proposal.

Compliance Services. The Trust has entered into a compliance services arrangement with Dziura Compliance Consulting, LLC pursuant to which the CCO provided by Dziura Compliance Consulting, LLC will prepareQuorum and update the Trust’s compliance manual and monitor and test compliance with the policies and procedures under the Trust’s compliance manual. The Zacks Trust has entered into a compliance services arrangement with Northern Lights Compliance Services pursuant to which the CCO provided by Northern Lights Compliance Services will prepare and update the Zacks Trust’s compliance manual and monitor and test compliance with the policies and procedures under the Zacks Trust’s compliance manual.Voting Requirements

Custodian. UMB Bank, n.a. is locatedOnly shareholders of record on October 23, 2023, the Record Date, are entitled to receive notice of and to vote at 928 Grand Boulevard, Kansas City, Missouri 64106 and is the custodianSpecial Meeting or at any adjournment thereof. Each whole share of the assetsFund held as of the Funds pursuantRecord Date is entitled to one vote and each fractional share is entitled to a custody agreement between UMB Bank, n.a. andproportionate fractional vote. The presence in person or by proxy of shareholders owning one-third of the Trust. Fifth Third Bank, National Association, with its principal placeoutstanding shares of business located at 38 Fountain Square Plaza, MD 1090C7, Cincinnati, OH 45202,the Fund that are entitled to vote will serve as custodianbe considered a quorum for the New Funds’ assets. Fifth Third Bank, National Association will act as the depository for the New Funds, safekeep their portfolio securities, collect all income and other paymentstransaction of business with respect to portfoliothe Fund. Any lesser number shall be sufficient for adjournments.

The shares outstanding and entitled to vote for the Fund are listed in Appendix B.

Required Vote

Approval of the proposal will require the affirmative vote of a majority of the outstanding shares of the Fund entitled to vote at the Special Meeting. For this purpose, the term “vote of a majority of the outstanding shares entitled to vote” means the vote of the lesser of (1) 67% or more of the voting securities disburse moniesof the Fund present and entitled to vote at eachthe Special Meeting, if more than 50% of the outstanding voting securities of the Fund are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund entitled to vote at the Special Meeting. 

If the proposal is not approved by the Fund’s shareholders at the Special Meeting, the Board will take such action as it deems necessary and in the best interests of the Fund and its shareholders, which may include further solicitation of the Fund’s shareholders with respect to the proposal or the solicitation of the approval of different proposals.

Adjournments

If a quorum of shareholders of the Fund is not present at the Special Meeting, or if a quorum is present but sufficient votes to approve a proposal described in this Proxy Statement are not received, the persons named as proxies may, but are under no obligation to, propose one or more adjournments of the Special Meeting of the Fund to permit further solicitation of proxies. Any business that might have been transacted at the Special Meeting with respect to the Fund may be transacted at any such adjourned session(s) at which a quorum is present. The Special Meeting with respect to the Fund may be adjourned from time to time by a majority of the votes of the Fund properly cast upon the question of adjourning the Special Meeting of the Fund to another date and time, whether or not a quorum is present, and the Special Meeting of the Fund may be held as adjourned without further notice. The persons designated as proxies may use their discretionary authority to vote on questions of adjournment and on any other proposals raised at the Special Meeting to the extent permitted by the SEC’s proxy rules, including proposals for which timely notice was not received, as set forth in the SEC’s proxy rules.

Effect of Abstentions and Broker “Non-Votes”

All proxies voted, including abstentions, will be counted toward establishing a quorum. Broker-dealer firms holding shares of the Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares before the Special Meeting. Under the rules of the New Fund’sYork Stock Exchange, broker-dealer firms may, for certain “routine” matters, without instructions from their customers and clients, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. However, because the proposal is not a “routine” matter, if you do not give instructions to your broker, your broker will not be able to vote your shares with respect to the proposal, and maintain recordssuch shares will not count as present for quorum purposes. We urge you to provide instructions to your broker or nominee so that your votes may be counted.

Assuming the presence of a quorum, abstentions will have the effect of votes against a proposal. Abstentions will have no effect on the outcome of a vote on adjournment.

GENERAL INFORMATION

Method and Cost of Solicitation

Riverbridge will bear the expenses incurred in connection with its duties as custodian.

Legal Counsel. Morgan, Lewis & Bockius LLP, 600 Anton Boulevard, Suite 1800, Costa Mesa, California 92626, serves as legal counselpreparing this Proxy Statement. In addition to the Trust. Greenberg Traurig, LLP, 3333 Piedmont Rd NE, Suite 2500, Atlanta, GA 30305 currently serves as Zacks Trust’s legal counselsolicitation of proxies by mail, officers of the Trust and accordingly,officers and employees of Riverbridge, without additional compensation, may solicit proxies by telephone. Broadridge Financial Solutions, Inc. (“Broadridge”) has also been engaged to assist in the solicitation of proxies, at an estimated cost of $75,000. Riverbridge will bepay all of the Newcosts of Broadridge related to the solicitation of the Fund’s legal counsel following the Reorganization.proxies.

OTHER INFORMATIONInformation Regarding the Officers and Trustees of the Trust

OperationNo officers or Trustees of the FundsTrust are officers, employees, directors, general partners or shareholders of Riverbridge. In addition, since December 1, 2021, no Trustee has had, directly or indirectly, a material interest, material transaction or material proposed transaction to which Riverbridge, any parent or subsidiaries, or any subsidiaries of a parent of any such entities, was or is to be a party.

Principal Holders and Control Persons

The principal shareholders and control persons for the Fund are listed in Appendix C.

To the knowledge of the Trust, the executive officers and trustees of the Trust as a group owned less than 1% of the outstanding shares of the Fund and of the Trust as of the Record Date.

Principal Offices of the Trust and the Trust’s Service Providers

The principal executive offices of the Trust are located at 235 West Galena Street, Milwaukee, Wisconsin 53212. Mutual Fund Administration, LLC, located at 2220 E. Route 66, Suite 226, Glendora, California 91740, serves as the Trust’s co-administrator, and UMB Fund Services, Inc., located at 235 West Galena Street, Milwaukee, Wisconsin 53212, serves as the Trust’s other co-administrator, transfer agent, and fund accountant. The Board supervisesTrust’s principal underwriter is IMST Distributors, LLC, located at Three Canal Plaza, Suite 100, Portland, Maine 04101. UMB Bank National Association, located at 928 Grand Blvd, 5^th Floor, Kansas City, Missouri 64106, serves as the business activitiescustodian for the portfolio securities, cash and other assets of the Funds.Trust. Morgan, Lewis & Bockius, LLP, located at 600 Anton Boulevard, Suite 1800, Costa Mesa, California 92626, serves as counsel to the Trust. Counsel to the Independent Trustees is Paul Hastings LLP, 55 Second Street, 24^th Floor, San Francisco, California 94105.

Incorporation by Reference. Fund Shareholder Reports

The Prospectus and SAITrust will furnish, without charge, a copy of the Funds are incorporated by reference. The Prospectusmost recent annual report and SAIsemi-annual report to shareholders of the New Funds are also incorporatedFund upon request. Requests for such reports should be directed to the Fund, c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, Wisconsin 53212, or by reference.calling 1-888-447-4470.

Submission of Proposals for Next Meeting of Shareholders

The Proxy. The Board is soliciting proxies so that eachFund does not hold shareholder hasmeetings annually. Any shareholder who wishes to submit a proposal to be included in a proxy statement and form of proxy card for the opportunity to vote onFund’s next meeting of shareholders should send the proposal to be considered at the Meeting with respect to their Fund. A proxy for voting your shares at the Meeting is enclosed. The shares represented by each valid proxy received in timeFund so that it will be voted at the Meeting as specified. If no specification is made, the shares represented by a duly executed proxy will be voted for approval of the applicable proposal described in this Proxy Statement and at the discretion of the holders of the proxy on any other matter that may come properly before the Meeting. You may revoke your proxy at any time before it is exercised by (1) submitting a duly executed proxy bearing a later date, (2) submitting a written notice to the President of the Trust revoking the proxy, or (3) attending and voting in person at the Meeting.

Voting Securities and Voting. Shareholders of record of each Fund at the close of business on August 15, 2023, are entitled to vote at the Meeting or at any adjournments thereof. As August 15, 2023, there were issued and outstanding the following number of shares for each Fund:

The votes of the shareholders of the New Funds are not being solicited, because their approval or consent is not necessary for the approval of the Reorganizations. At the close of business on the Record Date there were no New Fund shares outstanding.

Shareholders of the Funds are entitled to one vote for each share held and a proportionate vote for each fractional share held. Shareholders of each Fund will vote on the Reorganization with respect to their Fund, without regard to the class of shares held.

The presence at the Meeting of shareholders entitled to vote at least 1/3 of the outstanding shares of a Fund, in person or by proxy, shall constitute a quorum for the Meeting for the Proposal. Approval of the Reorganization with respect to a Fund requires the affirmative vote of the lesser of: (i) more than 50% of the outstanding voting securities of the respective Fund; or (ii) 67% or more of the voting securities of the respective Fund present at or represented by proxy at the Meeting if the holders of more than 50% of the outstanding voting securities are present or represented by proxy.

Abstentions will count as shares present at the Meeting for purposes of establishing a quorum. Under the rules applicable to broker-dealers, if a broker holds a shareholder’s shares in the broker’s name, the broker will not be entitled to vote those shares if the broker has not received instructions from the shareholder.  A “broker non-vote” occurs when a broker has not received voting instructions from a shareholder and is barred from voting the shares without shareholder instructions because the proposal is non-routine.  The Proposal described in this Proxy Statement is considered “non-routine” for purposes of determining broker-non-votes. It is the Funds’ understanding that because broker-dealers, in the absence of specific authorization from their customers, will not have discretionary authority to vote any shares held beneficially by their customers on the single matter expected to be presented at the Meeting, there are unlikely to be any “broker non-votes” at the Meeting. Abstentions are counted as present but are not considered votes cast at the Meeting.  As a result, they have the same effect as a vote against the applicable Reorganization because approval of the Reorganization requires the affirmative vote of a percentage of the voting securities present or represented by proxy or a percentage of the outstanding voting securities of the applicable Fund.

If either (a) a quorum is not present at the Meeting, or (b) a quorum is present but sufficient votes in favor of the Proposal have not been obtained, then the persons named as proxies may propose one or more adjournments of the Meeting with respect to the Proposal, without further notice to the shareholders of the Funds, to permit further solicitation of proxies, provided such persons determine, after consideration of all relevant factors, including the nature of the Proposal, the percentage of votes then cast, the percentage of negative votes then cast, the nature of the proposed solicitation activities and the nature of the reasons for such further solicitation, that an adjournment and additional solicitation is reasonable and in the interests of shareholders. If shareholders of a Fund do not approve the Proposal, the Board will consider all appropriate alternatives, including holding another meeting of shareholders to reconsider the Proposal.

The Meeting may be adjourned from time to time by the vote of a majority of the shares represented at the Meeting, whether or not a quorum is present. If the Meeting is adjourned to another time or place, notice need not be given of the adjourned meeting at which the adjournment is taken, unless a new record date of the adjourned meeting is fixed. At any adjourned meeting, the Trust may transact any business which might have been transacted at the original meeting.

The individuals named as proxies on the enclosed proxy card will vote in accordance with the shareholder’s direction, as indicated thereon, if the proxy card is received and is properly executed. If the shareholder properly executes a proxy and gives no voting instructions with respect to a proposal, the shares will be voted in favor of the applicable Proposal. The proxies, in their discretion, may vote upon such other matters as may properly come before the Meeting. The Board is not aware of any other matters to come before the Meeting.

Solicitation of Proxies. EQ Fund Solutions, 55 Challenger Road, Suite 200, Ridgefield Park, NJ 07660, has been engaged to provide tabulation and solicitation services. Employees of the service providers to the Funds or the New Funds, may make additional solicitations to obtain the necessary shareholder representation at the Meeting, but will receive no additional compensation for doing so. The Trust will count proxies that are properly authorized by telephone or electronically-transmitted instruments, to the extent it is able to verify your identity when you authorize your proxy in that manner.

Shareholder Proposals. The Trust has not received any shareholder proposals to be considered for presentation at the Meeting. Under the proxy rules of the Securities and Exchange Commission, shareholder proposals may, under certain conditions, be included in the Trust’s Proxy Statement and proxy for a particular meeting. Under these rules, proposals submitted for inclusion in the Trust’s proxy materials must be received by the Trust within a reasonable time before the solicitation is made. The fact that the Trust receives a shareholder proposal in a timely manner does not ensure its inclusion inFund begins to print and mail its proxy materials because there are other requirements in the proxy rules relating to such inclusion. You shouldmeeting.

Delivery of Proxy Statement

Only one copy of this Proxy Statement may be aware that annual meetings of shareholders are not required as long as theremailed to each household, even if more than one person in the household is no particular requirement under the 1940 Act, which must be met by convening such a shareholder, meeting. Anyunless the Fund has received contrary instructions from one or more of the household’s shareholders. If a shareholder proposal should be sent to, Investment Managers Series Trust, 235 West Galena Street,
Milwaukee, Wisconsin 53212.

Proxy Delivery. If you and another shareholder share the same address, the Trust may only send oneneeds an additional copy of this Proxy Statement, unless you or the other shareholder(s) request otherwise. Call or write to the Trust if you wishwould like to receive a separate copy of the Proxy Statement, and the Trust will promptly mail a copy to you. You may also call or write to the Trust if you wish to receive a separate proxycopies in the future, or if you are receiving multiple copies now and wishwould like to receiverequest delivery of a single copy into shareholders sharing an address, please contact the future. For such requests, call the proxy solicitor toll-free at 1-800-370-1164, or write Investment Managers Series TrustFund, c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, Wisconsin 53212.

SECURITY OWNERSHIP

Security Ownership of Management and Certain Beneficial Owners. The following table provides information on shareholders who owned of record53212, or to the knowledge of the Funds, beneficially, more than 5% of any class of each Fund’s outstanding shares as of the Record Date. As of the Record Date, and except as noted in the table below, the Trust knows of no person (including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that beneficially owns more than 5% of the outstanding shares of any class of the Fund.by calling 1-888-447-4470.

AND PLAN OF REORGANIZATION

Riverbridge Partners, LLC

THIS INTERIM AND NEW INVESTMENT ADVISORY AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”(the “Agreement”) is adopted, dated as of this [__] day of [__],October 23, 2023 is entered into by and among: (i) between Investment Managers Series Trust, a Delaware statutory trust (the “Target Entity”“Trust”), an open-end registered investment company, separately, where applicable, on behalf of its series identified on Exhibitlisted in Appendix A, heretoas amended from time to time (each a “Target Fund”“Fund”);, and (ii) Zacks Trust, an open-end registered investment companyRiverbridge Partners, LLC, a Minnesota Limited Liability Corporation (the “Acquiring Entity”), separately, where applicable, on behalf of its series identified on Exhibit A hereto (each an “Acquiring Fund”“Advisor”). Zacks Investment Management, Inc. (“Zacks”) joins this agreement solely for purposes of Sections 1.1(f), 5.1(a), 9.2, 14, 16.3, 17.1, and 17.2.

WHEREAS, the parties hereto intend forAdvisor has agreed to furnish investment advisory services to each Acquiring Fund, and the corresponding Target Fund (as set forth in Exhibit A hereto) to enter intoeach a transaction pursuant to which: (i) the Acquiring Fund will acquire the Assets (as each such term is defined in Section 1.1) in exchange for (A) the assumption by the Acquiring Fundseries of the Liabilities (as each such term is defined in Section 1.1) of the Target Fund and (B) the issuance of that number of full and fractional shares of each class or classes of shares (as applicable) of the Acquiring Fund with an net asset value equal to the net asset value of the corresponding class or classes of shares (as applicable) of the Target Fund being acquired, and (ii) the Target Fund will distribute such shares of the Acquiring Fund to shareholders of the Target Fund on a class-by-class basis, in connection with the liquidation of the Target Fund, all upon the terms and conditions hereinafter set forth in this Agreement (each such transaction, a “Reorganization” and collectively, the “Reorganizations”). Each Acquiring Fund is, and will be immediately prior to Closing (as defined in Section 3.1), a shell series, without assets or liabilities, created solely for the purpose of acquiring the Assets and assuming the Liabilities of the corresponding Target Fund;

WHEREAS, each of the Target Entity and the Acquiring EntityTrust which is an open-end registeredmanagement investment company of the management type; and

WHEREAS, this Agreement is intended to be and is adopted as a plan of reorganization and liquidation with respect to each Reorganization within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (the “Code”).

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

1.1.       Provided that all conditions precedent to a Reorganization set forth herein have been satisfied or, to the extent legally permissible, waived as of the Closing Time (as defined in Section 3.1), and based on the representations and warranties that each party provides to the others, the Target Entity and the Acquiring Entity agree to take the following steps with respect to the Reorganization, the parties to which and classes of shares to be issued in connection with which are set forth in Exhibit A:

(a)       The applicable Target Fund shall transfer all of its Assets, as defined and set forth in Section 1.1(b), to the corresponding Acquiring Fund, and the Acquiring Fund in exchange therefor shall assume all of the Liabilities, as defined and set forth in Section 1.1(c), and deliver to the Target Fund the number of full and fractional shares of each class or classes of shares (as applicable) of the Acquiring Fund, determined in the manner set forth in Section 2, with an aggregate net asset value equal to the aggregate net asset value of the corresponding class or classes of shares (as applicable) of the Target Fund.

(b)       The assets of the Target Fund to be transferred to the Acquiring Fund shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests, forwards, swaps and other financial instruments, claims (whether absolute or contingent, known or unknown, accrued or unaccrued and including, without limitation, any interest in pending or future legal claims in connection with past or present portfolio holdings, whether in the form of class action claims, opt-out or other direct litigation claims, or regulator or government-established investor recovery fund claims, and any and all resulting recoveries), receivables (including dividends, interest, principal, subscriptions and other receivables), goodwill and other intangible property, and choses in action, copies of all books and records belonging to the Target Fund (including all books and records required to be maintainedregistered under the Investment Company Act of 1940, as amended (the “1940 Act”“1940 Act”)), any deferred or prepaid expenses shown as an asset on;

WHEREAS, this Agreement has been approved in accordance with the booksprovisions of the Target Fund as1940 Act, and the Advisor is willing to furnish such services upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the Closing Time,mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the Initial Agreement is hereby amended and restated in full as follows:

1. In General. The Advisor agrees, all interests,as more fully set forth herein, to act as investment advisor to each Fund with respect to the investment of the Fund’s assets and to supervise and arrange for the day-to-day operations of the Fund and the purchase of securities for and the sale of securities held in the investment portfolio of the Fund.

2. Duties and Obligations of the Advisor with Respect to Investment of Assets of each Fund.

(a) Subject to the succeeding provisions of this section and subject to the direction and control of the Trust’s Board of Trustees, the Advisor shall (i) act as investment advisor for and supervise and manage the investment and reinvestment of each Fund’s assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Fund and in voting, exercising consents and exercising all other rights privilegesappertaining to such securities and powers, other thanassets on behalf of the TargetFund; (ii) supervise the investment program of the Fund and the composition of its investment portfolio; (iii) arrange, subject to the provisions of paragraph 3 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Fund; (iv) keep the Trust fully informed with regard to each Fund’s rightsinvestment performance and investment mandate compliance; and (v) furnish the Trust with such other documents and information as the Trust may from time to time reasonably request.

(b) In performing its duties under this Section 2 with respect to a Fund, the Advisor may choose to delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisors. If the Advisor chooses to do so, such delegation may include but is not limited to delegating the voting of proxies relating to the Fund’s portfolio securities in accordance with the proxy voting policies and procedures of such investment sub-advisor; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act; and provided, further, that no such delegation shall relieve the Advisor from its duties and obligations of management and supervision of the management of the Fund’s assets pursuant to this Agreement and to applicable law. If the Advisor delegates any of its duties and obligations under this Agreement with respect to a Fund to one or more investment sub-advisors, then subject to the requirements of the 1940 Act the Advisor shall have (i) overall supervisory responsibility for the general management and investment of the Fund’s assets; (ii) full discretion to select new or additional investment sub-advisors for the Fund; (iii) full discretion to enter into and materially modify existing sub-advisory agreements with investment sub-advisors; (iv) full discretion to terminate and replace any investment sub-advisor; and (v) full investment discretion to make all determinations with respect to the investment of the Fund’s assets not then managed by an investment sub-advisor. In connection with the Advisor’s responsibilities with respect to any sub-advised Fund, the Advisor shall (x) assess the Fund’s investment focus and investment strategy for each sub-advised portfolio of the Fund; (y) perform diligence on and monitor the investment performance and adherence to compliance procedures of each investment sub-advisor providing services to the Fund; and (z) seek to implement decisions with respect to the allocation and reallocation of the Fund’s assets among one or more current or additional investment sub-advisors from time to time, as the Advisor deems appropriate, to enable the Fund to achieve its investment goals. In addition, the Advisor shall monitor compliance by each investment sub-advisor of a Fund with the investment objectives, policies and restrictions of the Fund, and review and periodically report to the Board of Trustees of the Trust on the Closing Date as defined in Section 2.1(a) (collectively, “Assets”). The Assetsperformance of each investment sub-advisor.

3.Covenants. In the Target Fund shall be delivered toperformance of its duties under this Agreement, 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).Advisor:

(c)       The Targetshall at all times conform to, and act in accordance with, any requirements imposed by: (i) the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and all applicable Rules and Regulations of the Securities and Exchange Commission (the “SEC”); (ii) any other applicable provision of law; (iii) the provisions of the Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objectives and policies of each Fund as set forth in its Registration Statement on Form N-1A; and (v) compliance policies and procedures of the Trust adopted by the Board of Trustees of the Trust;

will, with respect to each Fund’s assets not managed by an investment sub-advisor, place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Advisor will attempt to obtain the best price and the most favorable execution of its orders. In placing orders, the Advisor will consider the experience and skill of the firm’s securities traders as well as the firm’s financial responsibility and administrative efficiency. Consistent with this obligation, the Advisor may select brokers on the basis of the research, statistical and pricing services they provide to the Fund and other clients of the Advisor. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Advisor hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Advisor determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Advisor to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long-term. In no instance, however, will the Fund’s securities be purchased from or sold to the Advisor, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law;

will treat confidentially and as proprietary information of each Fund all records and other information relative to the Fund, and the Fund’s prior, current or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Advisor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund;

will maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board of Trustees in connection with its approval of this Agreement;

will supply such information to the Trust’s co-administrators and permit such compliance inspections by the Trust’s co-administrators as shall be reasonably necessary to permit the co-administrators to satisfy their obligations and respond to the reasonable requests of the Board of Trustees; and

will use its best efforts to identifyassist the Trust and discharge all known liabilitieseach Fund in implementing the Trust’s disclosure controls and obligations priorprocedures, and will from time to time provide the Trust a written assessment of its compliance policies and procedures that is reasonably acceptable to the Closing Date (as definedTrust to enable the Trust to fulfill its obligations under Rule 38a-1 under the 1940 Act.

4. Services Not Exclusive. Nothing in Section 2.1(a)) tothis Agreement shall prevent the extent possibleAdvisor or any officer, employee or affiliate thereof from acting as investment advisor for any other person, firm or corporation, or from engaging in any other lawful activity, and consistent withshall not in any way limit or restrict the Advisor or any of its officers, employees or agents from buying, selling or trading any securities for its or their own investment objectives and policies and normal business operations, including without limitation (i) liabilities arising fromaccounts or for the Target Fund’s allocationaccounts of Target Entityothers for whom it or they may be acting; provided, however, that the Advisor will undertake no activities which, in its judgment, will adversely affect the performance of its 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”).”this Agreement.

(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 set forth in Exhibit A, on a pro rata basis within that class,5. Books and without further notice the outstanding shares of 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.

(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 transfer of shares shall thereafter be made on such books.

(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 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 Valuation Report to the Acquiring Fund by 7:00 p.m. (Eastern time) on the Closing Date, or as soon as practicable thereafter.

(b)       The net asset value per share of each class of the Acquiring Fund issued in connectionRecords. In compliance 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.

3.1.       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 satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of the later 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 “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.

(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.

(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 Assets 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 soon 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.

4.1.       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 Target Entity;

(b)       The Target Entity is a registered investment company classified as a management company of the open-end type, and its registration with the U.S. Securities and Exchange Commission (the “Commission”) as an investment companyRule 31a-3 under the 1940 Act, and the registrationAdvisor hereby agrees that all records which it maintains for each Fund are the property of the shares of the Target Fund under the Securities Act of 1933, as amended (“1933 Act”), are in full forceTrust and effect, and will be in full force and effect on the Closing Date, and,further agrees to surrender promptly to the knowledge ofTrust any such records upon the Target Fund, no action or proceedingTrust’s request. The Advisor further agrees to revoke or suspend such registrations is pending, or threatened. All issued and outstanding shares ofpreserve for 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 requiredperiods prescribed by Rule 31a-2 under the 1933 Act, the Securities Exchange Act of 1934 (the ”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 factrecords required to be stated therein or necessary to make the statements therein, in light of the circumstancesmaintained by Rule 31a-1 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) there have been no material miscalculations of the net asset value of the Target Fund or the 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 Target 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”);

(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 without liability to the Target Fund or may otherwise be assigned to the Acquiring 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, and 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 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. 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);

(j)       The financial statements of the Target Fund for the most recently completed fiscal year have been, or will be, audited by the independent 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);

(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 contemplatedNotwithstanding anything 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,contrary, 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 has 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;

(r)       All issued and outstanding shares of the Target 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 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 Target Entity and, subject to the approval of the 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 this Agreement by the other parties hereto, this Agreement will constitute a valid and binding obligation of the Target Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;

(t)       The information relating to the Target Fund furnished by the Target 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;

(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 Acquiring 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 information 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;

(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

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 obligations hereunder;

(b)       The Acquiring Entity is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act and the registration of shares of the Acquiring Fund under the 1933 Act are in full force and effect, and will be in full force and effect on the Closing Date, and no action or proceeding to revoke or suspend such registrations is pending, or to the knowledge 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 execution and performance of this Agreement by the Acquiring Entity, for itself and on behalf of the Acquiring Fund, except for the effectiveness of the Acquiring Fund’s registration statement on Form N-1A and the Proxy 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 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)       The prospectus and statement of additional information of the Acquiring Fund to be used in connection with the Reorganization will conform at the time of their 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 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 Acquiring 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;

(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 Tax 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 approval 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 affecting creditors’ rights and to general equity principles;

(k)       The information relating to the Acquiring 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 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.

(a)       The Target Fund will (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 the Target Fund, such ordinary course of business may include purchases and sales of portfolio securities and other instruments, 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 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 are 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)       The parties hereto shall cooperate in preparing, and the 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 party 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.

(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 terms 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 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 take, 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.

(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.

6.1.       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 legally permissible, the Target Entity’s waiver, of the obligations to be performed by the corresponding Acquiring Fund hereunder on or before the Closing Date and, in addition thereto, the following conditions:

(a)       All representations and warranties of the Acquiring Fund and the Acquiring Entity contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Time, with the same force and effect as if made on and as of the Closing Time;

(b)       The Acquiring Entity shall have delivered to the Target Entity as of the Closing Time a certificate executed in its name by its President or Vice President and Treasurer, in form and substance reasonably satisfactory to Target Entity and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Acquiring Entity and Acquiring Fund made in this Agreement are true and correct at and as of the 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 covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Entity and the Acquiring Fund, on or before the Closing Time;

(d)       The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.1 hereto;

(e)       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 Acquiring Fund is contractually obligated to pay for services provided to the Acquiring Fund from those described in the Proxy Statement;

(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 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 Acquiring 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 assume all of the Liabilities of the Target Fund not discharged prior to the Closing Date in accordance with Section 1.1(c) of this Agreement.

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 to the extent legally permissible, the Acquiring Fund’s waiver, of the obligations to be performed by the corresponding Target Fund hereunder on or before the Closing Date and, in addition thereto, the following conditions:

(a)       All representations and warranties of the Target Entity and the Target Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Time, with the same force and effect as if made on and as of the Closing Time;

(b)       The Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity (i) a statement of the Target Fund’s Assets and Liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Schedule of Statements, Books and Records, (iii) in electronic form, to the extent permitted by applicable law, all information pertainingthe Trust will not object to or necessary or useful in the calculation or demonstrationAdvisor maintaining copies of any such records, including the investment performance records of the Targeteach Fund, and (iv)will not object to the ASC 740-10 Workpapers;Advisor using such performance records to promote its services to other accounts, including other fund accounts.

(c)       The Target Entity shall have delivered6. Agency Cross and Rule 17a-7 Transactions. From time to time, the Advisor or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their brokerage clients (each an “Account”) securities which the Advisor’s investment advisory clients wish to sell, and to sell for certain of their brokerage clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Advisor or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the Acquiring Entity astransaction without the advisory client’s consent. This is because in a situation where the Advisor is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Advisor or an affiliate is receiving commissions from both sides of the Closing Timetransaction, there is a certificate executedpotential conflicting division of loyalties and responsibilities on the Advisor’s part regarding the advisory client. The SEC has adopted a rule under the Advisers Act which permits the Advisor or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Advisor or its nameaffiliates to participate in agency cross transactions involving an Account. The Advisor agrees that it will not arrange purchases or sales of securities between a Fund and an Account advised by the Advisor unless (a) the purchase or sale is in accordance with applicable law (including Rule17a-7 under the 1940 Act) and the Trust’s policies and procedures, (b) the Advisor determines that the purchase or sale is in the best interests of the Fund, and (c) the Trust’s Board of Trustees has approved these types of transactions. The Trust may revoke its President or Vice President and Treasurer, in form and substance satisfactoryconsent at any time by written notice to the Acquiring Entity and dated asAdvisor.

7. Expenses. During the term of this Agreement, each Fund will bear all expenses not expressly assumed by the Advisor incurred in the operation of the Closing Date,Fund and the offering of its shares. Without limiting the generality of the foregoing:

(a) Each Fund shall pay (i) fees payable to the effect thatAdvisor pursuant to this Agreement; (ii) the representationscost (including brokerage commissions, transaction fees or charges, if any) incurred in connection with purchases and warrantiessales of the Fund’s portfolio securities and other investments and any losses in connection therewith; (iii) expenses of organizing the Fund; (iv) filing fees and expenses relating to registering and qualifying and maintaining the registration and qualification of the Fund’s shares for sale under federal and state securities laws; (v) the Fund’s share of compensation, fees and reimbursements paid to the Trust’s non-interested Trustees; (vi) fees or expenses of custodians, transfer agents, registrars, independent pricing vendors or other service providers (except sub-advisors); (vii) legal and accounting expenses, including costs for local representation in the Trust’s jurisdiction of organization and fees and expenses of special counsel, if any, for the Trust’s non-interested Trustees; (viii) all federal, state and local taxes (including stamp, excise, income and franchise taxes) and the preparation and filing of all returns and reports in connection therewith; (ix) cost of certificates, if any, and delivery to purchasers; (x) expenses of preparing and filing reports with federal and state regulatory authorities; (xi) the Fund’s share of expenses of shareholders’ meetings, meetings of the Board or any committee thereof, and other meetings of the Trust; (xii) expenses of preparing, printing and distributing proxy statements (unless otherwise agreed to by the Trust and the Advisor); (xiii) costs of any liability, uncollectible items of deposit and other insurance or fidelity bonds; (xiv) any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against the Fund for violation of any law; (xv) expenses of preparing, typesetting, printing and distributing prospectuses and statements of additional information and any supplements thereto, and reports, statements, notices and dividends to the Fund’s shareholders; (xvi) shareholder servicing fees; (xvii) interest; (xviii) governmental fees; (xix) costs, including interest expenses and loan commitment fees, of borrowing money; (xx) website costs; (xxi) the Fund’s share of compensation, fees and expenses of the Trust’s chief compliance officer and any employees of the Trust; (xxii) audit fees; and (xxiii) the Fund’s share of litigation expenses and any non-recurring or extraordinary expenses as may arise, including, without limitation, expenses relating to the Trust’s obligation to indemnify others; and

(b) the Advisor shall pay all expenses incurred by it in the performance of its duties under this Agreement, including all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, and all fees of any sub-advisors.

8. Compensation of the Advisor. Each Fund agrees to pay to the Advisor and the Advisor agrees to accept as full compensation for all services rendered by the Advisor as such, a fee accrued daily and paid monthly in arrears at an annual rate listed in Appendix A with respect to the Target Entity and Target Fund made inFund’s average daily net assets. For any period less than a month during which this Agreement are trueis in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. The fee payable to the Advisor under this Agreement will be reduced to the extent required by any expense limitation agreement. The Advisor may voluntarily absorb certain Fund expenses or waive all or a portion of its fee.

9. Advisor’s Liability. The Advisor shall have responsibility for the accuracy and correct at and ascompleteness (and liability for the lack thereof) of the Closing Time,statements in each Fund’s offering materials (including the prospectus, the statement of additional information, and advertising and sales materials), except as they may be affectedfor information supplied by the transactions contemplated by this Agreement;

(d)       The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b) and 3.2(d) of this Agreement, respectively, and the Target Transfer Agentco-administrators or the Target Entity’s PresidentTrust or Vice President shall have delivered the certificate contemplatedanother third party for inclusion therein. The Advisor will not be liable for any error of judgment or mistake of law or for any loss suffered by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Entity’s PresidentAdvisor or the Target Entity’s Vice President, as applicable;

(e)       The Target Entity and the Target Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Target 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 full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issuedTrust in connection with the Reorganizationperformance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement.

10. Duration and Termination.

(a) This Agreement shall become effective with respect to each Fund as of the date hereof and shall terminate with respect to the Fund 150 days after such numbereffective date unless it has been calculatedapproved 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”); provided, however, that the term of this Agreement may be extended if permitted by regulatory or other action by the SEC or its staff. If this Agreement is so approved by a majority of the Fund’s shareholders, then unless sooner terminated with respect to a Fund as provided herein, this Agreement shall continue in accordanceeffect with Section 1.1 hereto;respect to the Fund until the second anniversary hereof. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided that continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval.  

(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. 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 Advisor. If a majority of the Fund’s outstanding voting securities do not approve this Agreement during such 150-day period, the Advisor will be paid, out of the escrow account, the lesser of (i) any costs incurred by the 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).

(g)       The Target Entity shall have duly executed and delivered to the Acquiring Entity, on behalf of the Target 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 EntityThis Agreement may reasonably deem necessary or desirable to evidence the transfer to the Acquiring Fundbe terminated by the TargetTrust at any time as to a Fund, allwithout the payment of any penalty, upon giving the right, title and interest ofAdvisor 60 days’ notice (which notice may be waived by the Target Fund in and toAdvisor), provided that such termination by the respective Assets of the Target Fund. In each case, the Assets of the Target FundTrust shall be accompanied by all necessary state stock transfer stampsdirected 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.

With respect to each Reorganization, if any of the conditions set forth below have not been satisfied on or before the Closing Date with respect 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 requisitevote of a majority of the Trustees of the Trust in office at the time or by the 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 the 1940 Act, and certified copiesa majority 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 trusteessecurities of the Target Entity and the board of trustees of the Acquiring Entity and each party shall have delivered to the other party 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 equivalent officer. Notwithstanding anything herein to the contrary, neither the Target Fund nor the Acquiring Fund may waive the conditions set forth in this Section 8.2;

8.3.       On the Closing Date, no action, suit or other proceeding 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;

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.

9.1.       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 Reorganization; (ii) the printing and mailing costs associated with providing the supplement to the prospectus of the Target 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 Target Entity for services related to the Reorganization; 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 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.

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 outstanding and entitled to vote, or by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). Notwithstanding the foregoing, during the Interim Period the Trust’s Board of Trustees or a majority 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.

11.1.       With respect to each Reorganization, the Acquiring Entity, outoutstanding voting securities 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 againstmay terminate this Agreement at any and all losses, claims, damages, liabilities or expenses (including,time, without limitation, the payment of reasonable legal fees and reasonable costs of investigation)any penalty, on ten days’ written notice to which, jointly and severally, the Target Entity or anyAdvisor. This Agreement will also immediately terminate in the event 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 Acquiring Entity, on behalf of the applicable Acquiring 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.

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.

12.1.       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 containedassignment. (As used in this Agreement, or in any document delivered pursuant hereto or in connection herewith shall survive the consummationterms “majority of the transactions contemplated hereunder. The covenants to be performed afteroutstanding voting securities,” “interested person” and “assignment” shall have the Closing shall survivesame meanings of such terms in the Closing.1940 Act.)

This Agreement may be terminated and the transactions contemplated hereby may be abandoned with respect to one or more (or all) Reorganizations at any time prior to the Closing Date by: (i) mutual agreement of the parties; (ii) either the Acquiring Entity or the Target Entity if the Closing shall not have occurred on or before September 30, 2023; unless such date is extended by mutual agreement of the Acquiring Entity and the Target Entity; (iii) any party if one or more other parties shall have materially breached its obligations under this Agreement or made a material misrepresentation herein or in connection herewith which would render a condition set forth in this Agreement unable to be satisfied; or (iv) by the board of trustees of either the Target Entity or Acquiring Entity. In the event of any such termination, this Agreement shall become void 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 each of which all remedies at law or in equity of the party adversely affected shall survive.

This Agreement may be amended, modified or supplemented in a writing signed by the parties hereto to be bound by such Amendment; provided, however, that following the meeting of the shareholders of the Target Fund called pursuant to Section 5.1(c) of this Agreement, no such amendment may have the effect of changing any provision to the detriment of such shareholders without their further approval.

11. Notices.Any notice report, statement or demand required or permitted by any provisions ofunder this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be given by facsimile, electronic delivery, personal servicedeemed to be received on the earlier of the date actually received or prepaid or certified mail addressed to:on the fourth day after the postmark if such notice is mailed first class postage prepaid.

For12. Amendment of this Agreement. This Agreement may only be amended by an instrument in writing signed by the Acquiring Entity and Zacks:parties hereto. Any amendment of this Agreement shall be subject to the 1940 Act.

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.

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

16.2.       13. Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable federal law, without regard to its principlesprovisions of conflicts of laws.the 1940 Act.

16.3.       14. Use of the Names of the Fund. The Advisor has consented to the use by each Fund of the name or identifying word “Riverbridge” in the name of the Fund.  Such consent is conditioned upon the employment of the Advisor as the investment advisor to the Fund. The name or identifying word “Riverbridge” may be used from time to time in other connections and for other purposes by the Advisor and any of its affiliates. The Advisor may require any Fund to cease using “Riverbridge” in the name of the Fund and in connection with the Fund’s operations if the Fund ceases to employ, for any reason, the Advisor, any successor thereto or any affiliate thereof as investment advisor.

15. Additional Limitation of Liability. The parties hereto are expressly put on notice that a Certificate of Trust, referring to the Trust’s Agreement and Declaration of Trust (the “Certificate”), is on file with the Secretary of the State of Delaware. The Certificate was executed by a trustee of the Trust on behalf of the Trust as trustee, and not individually, and, as provided in the Trust’s Agreement and Declaration of Trust, the obligations of the Trust are not binding on the Trust’s trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust, or the particular series in question, as the case may be.

16. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall bindbe binding on, and shall inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other 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 parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.successors.

16.4.       

17. Counterparts. This Agreement may be executed in any number of counterparts by the parties hereto, each of which shall be consideredconstitute an original.original counterpart, and all of which, together, shall constitute one Agreement.

16.5.       The Target Entity is a Delaware statutory trust. With respect to the Reorganization of the Target Fund, the Target Entity is executing this Agreement on behalf of the Target Fund only. Pursuant to the Governing Documents of the 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.***Signature Page Follows***

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 which 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 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 be 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 Protected Persons, keep secret and retain in confidence, and not use for the benefit of itself or themselves, nor disclose to any other persons, any and all confidential or proprietary information relating to the other Protected Persons and their 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 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]

IN WITNESS WHEREOF, the parties hereto have caused this Agreementthe foregoing instrument to be approved on behalfexecuted by their duly authorized officers, all as of the Acquiring Fundday and Target Fund.the year first above written.

EXHIBITAppendix A

CHART

APPENDIX B

NUMBER OF REORGANIZATIONSSHARES/INTERESTS OUTSTANDING AS OF THE RECORD DATE

APPENDIX C

PRINCIPAL HOLDERS AND CONTROL PERSONS

The following table list the Fund’s principal shareholders. Principal shareholders are holders of record of 5% or more of the outstanding shares of a class of the Fund.

The following table list the Fund’s control persons. A control person is one who owns beneficially or through controlled companies more than 25% of the voting securities of the Fund or acknowledges the existence of control. Shareholders with a controlling interest could affect the outcome of voting or the direction of management of the Fund.

Schedule 4.1(h)

Assigned Contracts

N/A 

Schedule 4.1(i)

Target Fund/Target Entity Litigation, Administrative Proceedings and Investigations

[TO BE COMPLETED]

Schedule 4.2(f)

Acquiring Fund Litigation, Administrative Proceedings and Investigations

N/A

Schedule 5.1(f)

Target Fund Statements, Books and Records

Schedule 8.6

Tax Opinion

With respect to each Reorganization:

(i)       The acquisition by the applicable Acquiring Fund of all of the 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.]

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.