ZACKS TRUST OPERATING EXPENSES LIMITATION AGREEMENT ZACKS INVESTMENT MANAGEMENT, INC.
OPERATING EXPENSES LIMITATION AGREEMENT
ZACKS INVESTMENT MANAGEMENT, INC.
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is dated as of the 20th day of January, 2023, by
and between ZACKS TRUST, a Delaware statutory trust (the “Trust”), on behalf of Xxxxx Earnings Consistent Portfolio ETF (the
“Fund”) a series of the Trust, and Zacks Investment Management, Inc. (the “Adviser”).
RECITALS:
WHEREAS, the Adviser renders advice and services to the Fund pursuant to the terms and provisions of an Investment Advisory Agreement
between the Trust and the Adviser dated as of June 22, 2021 (the “Advisory Agreement”); and
WHEREAS, the Fund is responsible for, and has assumed the obligation for, payment of certain expenses pursuant to the Advisory
Agreement that have not been assumed by the Adviser; and
WHEREAS, the Adviser desires to limit the Fund’s Operating Expenses (as that term is defined in Paragraph 2 of this Agreement)
pursuant to the terms and provisions of this Agreement, and the Trust (on behalf of the Fund) desires to allow the Adviser to implement
those limits; and
NOW THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties, intending to be legally bound hereby, mutually agree as follows:
1. Limit on Operating Expenses. The Adviser hereby agrees to limit the Fund’s current Operating Expenses to an
annual rate, expressed as a percentage of the Fund’s average daily net assets for the month, to the amounts listed in Appendix
A (the “Annual Limit”). In the event that the current Operating Expenses of the Fund, as accrued each month,
exceed its Annual Limit, the Adviser will pay to the Fund, on a monthly basis, the excess expense within the first ten days of the month
following the month in which such Operating Expenses were incurred (each payment, a “Fund Reimbursement Payment”).
2. Definition. For purposes of this Agreement, the term “Operating Expenses” with respect to the Fund is defined to include all expenses necessary or appropriate for the operation of the Fund and including the Adviser’s investment advisory or management fee detailed in the Advisory Agreement, any Rule 12b-l fees and other expenses described in the Advisory Agreement, but does not include: (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions, (iii) acquired fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); (v) borrowing costs (such as interest and dividend expense on securities sold short); (vi) taxes; and (vii) extraordinary expenses, such as litigation expenses (which may include
indemnification of Fund officers and Trustees, contractual indemnification of Fund service providers (other than the Adviser)).
3. Reimbursement of Fees and Expenses. The Adviser retains its right to receive in future years on a rolling three-year basis, reimbursement of any Fund Reimbursement Payments paid by the Adviser pursuant to this Agreement, if such reimbursement can be achieved within the Operating Expense Limitations listed in Appendix A.
4. Term. The term of this Agreement shall begin as of the date and year upon which the Fund commences investment operations and shall remain in effect until at least May 31, 2024, unless sooner terminated as provided in Paragraph 5 of this Agreement, and shall continue in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by the Adviser.
5. Termination. This Agreement may be terminated at any time, and without payment of any penalty, by the Board, on
behalf of the Fund, upon sixty (60) days’ written notice to the Adviser. This Agreement may not be terminated by the Adviser without
the consent of the Board. This Agreement will automatically terminate, with respect to the Fund listed in Appendix A if
the Advisory Agreement for the Fund is terminated and the Fund continues to operate under the management of a new investment adviser,
with such termination effective upon the effective date of the Advisory Agreement’s termination for the Fund.
6. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent
of the other party.
7. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule,
or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.
8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois
without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be
inconsistent with, any federal law, regulation or rule, including the Investment Company Act of 1940, as amended, and the Investment Advisers
Act of 1940, as amended, and any rules and regulations promulgated thereunder.
(Signature Page follows)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers, all on the day and year first above written.
| ZACKS TRUST | ZACKS INVESTMENT MANAGEMENT, INC. |
| on behalf of Xxxxx Earnings Consistent Portfolio ETF | |
| By: /s/Xxxxx Xxxxx | By: /s/Xxxxx Xxxxx |
| Name: Xxxxx Xxxxx | Name: Xxxxx Xxxxx |
| Title: Trustee | Title: President and Chief Executive Officer |
Appendix A
As of June 22, 2021
| Fund | Operating Expense Limit |
| Xxxxx Earnings Consistent Portfolio ETF | 0.55% |
