June 30, 2017 RidgeWorth Funds Atlanta, Georgia 30305 Investment Managers Series Trust Milwaukee, Wisconsin 53212 Ladies and Gentlemen:Investment Managers Series Trust • July 11th, 2017
This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of June 30, 2017, among RidgeWorth Funds, a Massachusetts business trust (the “Acquired Trust”), on behalf of RidgeWorth Capital Innovations Global Resources and Infrastructure Fund, a series thereof (the “Acquired Fund”), and Investment Managers Series Trust, a Delaware statutory trust (the “Acquiring Trust”), on behalf of Oak Ridge Global Resources & Infrastructure Fund, a series thereof (the “Acquiring Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates (1) the transfer of all the assets of the Acquired Fund to the Acquiring Fund in exchange for (a) the issuance to the Acquired Fund of a number of shares of each class of Acquiring Fund Shares corresponding to an outstanding class or classes of Acquired Fund Shares, having an aggregate NAV equal to the aggregate NAV of
