Formulaire 485APOS Investment Managers Seri ◄ mutuelle entreprise

La responsabilité civile pro

Cette cran facultative, sauf pour certaines professions, se révèle à l’interieur des faits, indispensable à quasiment toutes les entreprises. Elle couvre achevés les dommages corporels, matériels et pourquoi pas immatériels occasionnés à des troisième (clients et fournisseurs) parmi le chef d’entreprise, ses salariés, ses locaux ainsi qu’à ses machine lors de l’exercice de l’activité ou bien après la livraison de produits se révélant défaillants. Sont exclus dommages créés selon des produits ou bien une activité ne répondant pas aux normes ainsi qu’à aux impératifs de sécurité en vigueur.

Le montant de la prime dépend du chiffre d’affaires, du secteur la nature de l’activité de la société, selon risques encourus. En cas de dommage, l’entreprise doit transmettre à son assureur la réclamation reçue de son client ou bien fournisseur, auquel il incombe d’apporter la manifestation du préjudice subi. La compagnie négocie au nom de la societé avec le plaignant pour trouver un accord en de dommages légers. Dans le de sinistres lourds, des experts évalueront le montant des dommages.

A noter. Pour TPE, les assureurs proposent des montants de présent forfaitaires.

7. La responsabilité civile obligatoire à différents secteurs d’activité

Les entreprises du BTP ont l’obligation de souscrire une sang-froid responsabilité décennale qui couvre les dommages constatés à l’interieur des dix ans suivant la livraison des travaux. Cette aplomb s’applique lorsque compromettent la solidité de l’ouvrage (infiltration d’eau dans la toiture, effondrement d’un balcon…) ou bien entraînent de importantes préjudice (mauvaise étanchéité…).

La souscription d’une fermeté responsabilité civile pro est, dans ailleurs, obligatoire pour plusieurs fonction réglementées dans le domaine de la santé (médecins, infirmiers…), du droit (avocats, notaires…) mais encore agents immobiliers, les vespasienne de voyages, les experts-comptables… Elle couvre dommages causés à des tiers a l’intérieur du cadre de l’activité (erreurs de prescription, risques opératoires), risques liés à la disparition de fonds transmis chez des particuliers et qui transitent pendant toutes seules (agents immobiliers, notaires…) ainsi qu’à des risques uniques à plusieurs métier (détérioration de meubles pour les sociétés de déménagement ou bien catastrophe pour les exploitants de remontées mécaniques).

Ces diverses résultat d’assurance sont certes pas mal utiles. “Mais il faut remettre la certification à la place a l’intérieur du de gérance des risques de l’entreprise” estime Louis-Remy Pinault, apporter opération d’assurances, chez Générali. Une gage que la relation entre l’assureur, l’intermédiaire et l’assuré devient plus globale.


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SUR LES TITRES ET LA CONVERSION
COMMISSION 30 DÉCEMBRE 2019

INSCRIPTION NOS. 333-122901

811-21719

LES ÉTATS-UNIS

COMMISSION SÉCURITÉ ET CHANGEMENT

WASHINGTON,
D. C. 20549

FORMULAIRE
N-1A

RAPPORT D'INSCRIPTION AVANT 1933 LOI SUR LES VALEURS MOBILIÈRES ()
MODIFICATION PRÉLIMINAIRE NO. ()
MODIFICATION POSITIVE
Non. 1065
(X)
ET (OU)
RAPPORT D'INSCRIPTION AVANT 1940 LOI SUR LES SOCIÉTÉS D'INVESTISSEMENT ()
AMENDEMENT Non. 1078 (X)

SÉRIE GUIDE D'INVESTISSEMENT FIABLE

(Le nom exact du déclarant tel que spécifié dans
Externalisation)

235, rue W. Galena

Milwaukee, WI 53212

(Adresse des principaux services exécutifs,
y compris le code postal)

Numéro de téléphone de la personne inscrite, y compris
Code Régional: (414) 299-2295

Teinture Constance Shannon

UMB Fund Services, Inc.

235, rue W. Galena

Milwaukee, WI 53212

(Nom et adresse de l'agent de service)

COPIES À:

Laurie Anne Dee

Morgan, Lewis & Bockius LLP

600, boulevard Anton, bureau 1800

Costa
Mesa, CA 92626

Il est suggéré que cette application prenne effet (vérifier
case appropriée):

() immédiatement
déposée en vertu de la règle 485b); ou
() à propos
_________________ en vertu de la règle 485 (b); ou
(X) 60
le jour suivant le dépôt de la demande en vertu de la règle 485.a) 1);
() à propos
_________________ en vertu de la règle 485 a) 1); ou
() 75
jours après le dépôt en vertu de la règle 485.a) 2); ou
() à propos
_________________ en vertu de la règle 485 a) 2); ou
() à propos
_________________ conformément à la règle 485 a) 3).

Veuillez cocher cette case si nécessaire:

() C'est tout
une modification qui entre en vigueur après la modification spécifie une nouvelle date d'entrée en vigueur pour les modifications soumises précédemment qui sont entrées en vigueur après la modification.

FONDS DE RECHERCHE CONSULTATIFS

Fonds de capitalisation boursière (
Symbole: ADVGX)

Fonds de revenu stratégique pour la recherche consultative
(Marque de certificat: ADVNX)

LE PROSPECTUS

2020 1 mars

Securities and Exchange Commission
(«SEC») n'a pas endossé ou endossé ces titres ni disposé de l'exactitude ou de la suffisance de ce prospectus.
Toute déclaration contraire est une infraction pénale.

À partir de 2021. 1 janvier, comme autorisé
conformément aux règlements adoptés par la Securities and Exchange Commission, il n'y aura pas de copie papier des rapports des actionnaires du Fonds
Si vos actions sont détenues directement, vous ne demandez pas de copies papier des relevés de fonds
en utilisant un fonds ou auprès de votre intermédiaire financier, comme un courtier ou une banque, si vous détenez vos actions par
médiateur. Au lieu de cela, les rapports seront disponibles sur le site et vous serez averti par courrier chaque fois qu'un rapport est soumis
affiché et lié au site Web pour accéder au rapport.

Si vous avez déjà choisi d'accepter un actionnaire
notifications électroniques, vous ne serez pas concerné par cette modification et aucune action n'est requise. Si vous détenez directement des actions
vous pouvez choisir de recevoir les rapports aux actionnaires et autres communications du Fonds par voie électronique via le Fonds
Fondation tél. 1-888-665-1414 ou si vous possédez des actions par le biais d'un intermédiaire financier, contactez votre intermédiaire financier.

Vous pouvez choisir de recevoir tous les futurs rapports
gratuit sur papier. Si vous détenez vos actions directement dans le fonds, vous pouvez dire au fonds que vous souhaitez continuer à recevoir
des copies papier de vos rapports aux actionnaires en communiquant avec le Fonds au numéro de fonds 1-888-665-1414 ou si vous détenez vos actions par
intermédiaire en contactant votre intermédiaire financier. Votre choix de recevoir des rapports papier s'appliquera à toutes les séries
Le Investment Manager Series Trust, qui est géré par Advisory Research, Inc., directement ou par l'intermédiaire de votre intermédiaire financier,
le cas échéant.

Fonds de recherche consultative

Chaque série de gestionnaires de placements
Série Trust («Trust»)

Les fonds décrits dans ce prospectus
sera spécifié séparément

comme la "Fondation" et collectivement
comme "fondations"

Le contenu

SOMMAIRE
SECTION – Recherche consultative sur le Fonds de capitalisation boursière
1
SOMMAIRE
SECTION 1 – Le Fonds consultatif pour la recherche stratégique de revenus
5
PLUS
À PROPOS DES OBJECTIFS D'INVESTISSEMENT DES FONDS, DES STRATÉGIES ET DES RISQUES D'INVESTISSEMENT CLÉS
11e
GOUVERNANCE
FONDS
18e
VOUS-MÊME
COMPTABILITÉ
22e
DIVIDENDES
ET DISTRIBUTION
30
LE FÉDÉRAL
L'IMPACT DE L'IMPÔT SUR LE REVENU
31
FINANCIER
SOULIGNE
33

Ce prospectus contient des informations de base
sur les fonds que vous devez savoir avant d'investir. Il doit être lu et enregistré pour référence future.

La date de ce prospectus est mars
1, 2020

SECTION SOMMAIRE – Recherche consultative "Plafond total"
La Fondation

But de l'investissement

Recherche de conseil Objectif d'investissement toutes capitalisations
Un fonds de valeur (All Cap Value Fund ou Fund) recherche une appréciation du capital à long terme.

Frais et dépenses du fonds

Le tableau suivant décrit les frais et dépenses que vous pouvez payer
si vous achetez et détenez des Actions du Fonds.

Actionnaire
Honoraires
(taxes payées directement sur votre investissement)
Maximum
taxe de vente sur les achats (charge)
Aucun
Maximum
taxe de vente différée (charge)
Aucun
Rachat
frais si échangé dans les 90 jours suivant l'achat (en pourcentage du montant échangé)
2,00%
Substance
péage
20 $
Du jour au lendemain
vérifier les frais de livraison
$ 25
La retraite
frais de compte (frais de maintenance annuels)
15 $
Annuel
Dépenses opérationnelles du Fonds
(le coût que vous payez chaque année en pourcentage de la valeur de votre investissement)
La gouvernance
les taxes
0,75 pour cent
Distribution
(Règles 12b-1) Droits
Aucun
Autres
les dépenses
1,01%
Total
les frais de fonctionnement annuels du Fonds
1,76%
Honoraires
renoncé et / ou remboursé1
(0,76)%
Total
les frais de fonctionnement annuels du fonds après impôt et / ou remboursement
1
1,00%

1 Conseiller de la Fondation
accepté de renoncer à leurs frais et / ou de payer les frais d'exploitation du Fonds aux termes de l'accord
veiller à ce que les dépenses d'exploitation annuelles totales du Fonds (à l'exclusion des frais,
commissions de courtage, dividendes et intérêts débiteurs sur les ventes à découvert, commissions sur fonds acquis
et les coûts (tels que déterminés sur le formulaire N-1A), les coûts connexes
toute fusion ou réorganisation et dépenses extraordinaires telles que les frais de justice)
ne dépasse pas 1,00% de l'actif net quotidien moyen du Fonds. Cet accord est signé
en vigueur jusqu'en 2021 Il expire le 29 février 2006 et ne peut être dénoncé qu'à cette date.
Conseil de fondation. Un conseiller en fonds est autorisé à réclamer une compensation
du Fonds, sous réserve de certaines restrictions, d'exonérations de frais ou de paiements au Fonds,
Fonds pour une période se terminant trois exercices complets à compter de la date de rachat ou de décaissement.
Une telle indemnité peut être demandée au Fonds en cas d'indisponibilité
Le ratio annuel des dépenses du Fonds est le moins élevé des montants suivants: a) le plafond des dépenses
au moment du refus de payer ces frais ou paiements; ou b) la limitation des dépenses
valable au moment du retour.

Un exemple

Cet exemple est destiné à vous aider à comparer
les coûts d'investissement dans le Fonds ainsi que les investissements dans d'autres fonds communs de placement.

L'exemple suppose que vous investissez 10 000 $
et racheter toutes vos actions à la fin de ces périodes. L'exemple suppose également
que votre investissement rapporte 5% par an et que les frais d'exploitation du fonds restent les mêmes. L'exemple reflète
Refus et / ou remboursement des frais contractuels par le Fonds pour la durée de la renonciation et / ou des frais uniquement
compensation.

Bien que vos coûts réels puissent être plus élevés
ou moins, selon ces hypothèses, vos coûts seraient les suivants:

Un
Année
Trois
Année
Cinq
Année
Dix
Année
102 $ 480 $ 883 $ 2 010 $

Rotation du portefeuille

Le Fonds prend en charge les coûts de ces opérations
comme une commission lorsqu'il achète et vend des titres (ou "retourne" son portefeuille). Une rotation plus élevée du portefeuille pourrait augmenter
indiquent des frais de transaction plus élevés et peuvent entraîner des frais plus élevés lorsque les actions du Fonds sont dans un compte imposable. Ces coûts,
qui ne sont pas reflétés dans les frais d'exploitation ou l'échantillon annuels du Fonds, ont une incidence sur le rendement du Fonds. Trop
au cours de l'exercice précédent, le taux de rotation du portefeuille du Fonds était de 26% de la valeur moyenne de son portefeuille.

Stratégies d'investissement de base

Dans des circonstances normales, le Fonds le fera
investir dans des titres de participation de sociétés de toutes tailles, y compris de petites, moyennes et grandes sociétés de capitalisation. Fonds
Les placements en actions peuvent comprendre des actions ordinaires, des actions privilégiées et des titres convertibles. Tant que le fonds investit
en particulier des titres de participation d'émetteurs américains, il peut investir dans des titres d'émetteurs étrangers, y compris des marchés émergents,
conformément à l'objectif d'investissement du Fonds.

Le conseiller en fonds utilise la méthode ascendante
une approche pour identifier les sociétés valorisées à la valeur liquidative. La stratégie investit en actions
que le conseiller en valeurs estime qu'il est rentable, non évalué sur la base de la valeur absolue et a un faible effet de levier.
Le fonds investira dans un portefeuille de titres, qui est généralement réparti dans de nombreux secteurs de l'économie, bien que de temps en temps
Le fonds peut détenir une proportion importante de ses actifs dans un ou plusieurs secteurs du marché, tels que le secteur financier.

Le Fonds peut également investir dans des actions américaines, européennes,
et certificats de dépôt mondiaux ("ADR", "EDR" et "GDR" respectivement). Les ADR sont des reçus
qui représentent des portions de banques étrangères détenant des dépôts auprès de banques américaines. EDR et GDR ont les mêmes propriétés que l'ADR, sauf
qu'ils peuvent être échangés sur plusieurs marchés commerciaux internationaux.

Risque d'investissement principal

Le risque est commun à tous les investisseurs et
vous pouvez perdre de l'argent en investissant dans un fonds. Un résumé de certains risques clés liés à un placement dans le Fonds a été établi
ci-dessous. Avant de décider d'investir dans le Fonds, examinez attentivement les facteurs de risque suivants associés à l'investissement
Dans un fonds qui peut faire perdre de l'argent aux investisseurs. Rien ne garantit que le Fonds atteindra son objectif de placement.

Risque de marché. Boutique
Le prix d'un titre ou d'un instrument peut baisser, parfois rapidement ou de façon imprévisible, en raison des conditions générales du marché qui n'existent pas
spécifiquement liées à une entreprise particulière, telles que les conditions économiques ou politiques défavorables réelles ou
le monde, l'évolution des perspectives globales de résultats des entreprises, les variations des taux d'intérêt ou de change ou le sentiment négatif des investisseurs
en général. La valeur marchande d'un titre ou d'un instrument peut également baisser en raison de facteurs affectant une industrie particulière
ou des industries telles que les pénuries de main-d'œuvre ou l'augmentation des coûts de production et les conditions concurrentielles de l'industrie.

Risque actions. Valeur
Les avoirs en actions du Fonds pourraient diminuer en raison de la conjoncture économique et du marché général, de la compréhension des secteurs
impliquant des émetteurs de titres détenus par le Fonds ou des facteurs propres aux sociétés dans lesquelles le Fonds investit.

Petites et moyennes entreprises
Prenez le risque.
Le marché boursier des petites et moyennes capitalisations peut être plus net ou plus erratique
chiffre d’affaires et peut avoir des volumes de négociation inférieurs ou des échanges tactiles inférieurs à ceux des
moyennes du marché en général. De plus, ces sociétés sont généralement plus touchées que les grandes capitalisations
les entreprises modifient leurs bénéfices, leurs perspectives commerciales, les attentes des investisseurs ou les mauvaises conditions économiques ou de marché.

Risque de concentration sectorielle. Le fonds peut investir une plus grande proportion de ses actifs dans un ou plusieurs secteurs que la plupart des autres fonds communs de placement, il sera donc plus sensible
aux événements défavorables affectant ces secteurs. Par exemple, en 2019. 31 octobre 17,5% de l'actif total du Fonds ont été investis
dans le secteur financier. Les activités des entreprises du secteur financier peuvent être affectées par de nombreux facteurs, notamment:
y compris: les réglementations gouvernementales liées ou liées au secteur; politiques monétaires et fiscales du gouvernement; économique, entreprise
ou les conditions politiques; abaissement des notations de crédit; les changements de taux d'intérêt; concurrence sur les prix; diminution de la liquidité de crédit
marchés. Le secteur a récemment subi de lourdes pertes et fluctuations, et
des exigences de capital plus strictes et des réglementations récentes ou futures applicables à chaque société ou secteur financier, telles que
l'ensemble est impossible à prévoir.

Investissement axé sur la valeur
Risque lié à la stratégie.
Les actions de valeur sont celles qui sont considérées comme sous-évaluées par rapport à leurs homologues en raison d'une activité défavorable
changements ou autres facteurs. Lors d'un investissement, il existe un risque que le marché ne reconnaisse pas un titre type
valeurs au fil du temps ou de tous, ou que les stocks qui sont considérés comme sous-évalués peuvent en fait être correctement évalués ou surévalués.
De plus, pendant certaines périodes (qui peuvent être élevées), les actions peuvent généralement être désavantagées.

Management et stratégie
Prenez le risque.
La valeur de votre investissement dépend de la qualité, du rendement relatif,
la valeur ou les tendances du marché qui affectent un titre, une industrie, un secteur ou une région particuliers qui peuvent s'avérer incorrectes.

Risque d'investissement étranger.
Les cours des actions étrangères peuvent être plus volatils que les cours des actions des émetteurs américains pour des raisons économiques et économiques
les conditions sociales à l'étranger, les changements politiques et les changements dans l'environnement réglementaire des pays étrangers. De plus,
les variations des taux de change et des taux d'intérêt peuvent avoir une incidence défavorable sur la valeur des investissements étrangers du Fonds. Etranger
les entreprises ont généralement des normes juridiques et comptables différentes de celles des entreprises américaines et des intermédiaires financiers étrangers
il peut être soumis à moins de supervision et de réglementation que les sociétés financières américaines. Les titres étrangers comprennent ADR, EDR et GDR. Non pris en charge
L'ADR et la RDA sont organisées indépendamment et sans la coopération de l'émetteur étranger de titres
pose un risque supplémentaire car les exigences de déclaration des États-Unis ne sont pas applicables. En outre, la banque émettrice peut déduire un actionnaire
distribution, garde, change et autres taxes sur le paiement des dividendes.

Risque de change. Les valeurs
L'augmentation ou la diminution des investissements en titres libellés en devises étrangères avec les taux de change de ces devises
et la variation du dollar américain. Les coûts de conversion des devises et les fluctuations des taux de change peuvent inverser ou augmenter l'investissement
les pertes. Les taux de change peuvent être volatils et sont affectés par des facteurs tels que les conditions économiques générales,
Gouvernements américains et étrangers ou banques centrales, introduction du contrôle des devises et de la spéculation.

Risques de cybersécurité. Cyber ​​sécurité
les événements peuvent permettre à des parties non autorisées d'accéder aux actifs du Fonds, aux données des clients (y compris les informations sur les actionnaires privés),
ou des informations exclusives, ou pour causer le Fonds, le conseiller du Fonds et / ou d'autres fournisseurs de services (y compris les dépositaires,
dépositaires secondaires, agents de transfert et intermédiaires financiers) pour les violations de données, la corruption de données ou la perte de fonctions opérationnelles.
À l'extrême, la capacité d'un actionnaire à échanger ou à racheter les actions du Fonds peut être affectée.

Performances

Voici un graphique à barres et un tableau
une indication du risque lié à l'investissement dans le Fonds, montrant les changements dans les activités du Fonds chaque année et montrant
comme le rendement annuel moyen du Fonds par rapport au rendement annuel moyen de l'indice général du marché. Mise à jour
des informations sur le rendement sont disponibles sur le site Web de la Fondation à l'adresse www.advisoryresearch.com. Résultats passés du fonds,
avant et après le paiement des frais n'indique pas nécessairement comment le Fonds fonctionnera à l'avenir.

Rendement total pour une année civile (avant impôt)

Pour chaque année civile, NAV

(Le graphique à barres sera fourni avec des modifications.)

Le plus haut
VL de rendement du trimestre civil
(12,17)% Un quart
Expiré (31/03/2013)
Le plus bas
VL de rendement du trimestre civil
((14,33))% Un quart
Expiré (30/09/2011)

Modéré
Rendement total annuel
pour les périodes se terminant en 2019. 31 décembre
Un
Année
Cinq
Année

Dix

Année

Retour
Avant taxes
()% ()% ()%
Retour
Après les frais de distribution *
()% ()% ()%
Retour
Après impôts sur la distribution et la vente des fonds *
()% ()% ()%
Russell
Indice de valeur 3000 (avant taxes, frais ou taxes)
()% ()% ()%

* Les rendements après impôt sont calculés en fonction du revenu marginal fédéral le plus élevé historiquement
taux d'imposition et ne reflète pas l'influence des taxes nationales et locales. La déclaration de revenus réelle dépend de la situation fiscale de l'investisseur
et peuvent différer de ceux illustrés. La déclaration après impôt ne concerne pas les investisseurs qui considèrent leurs actions du Fonds comme des impôts différés
des accords tels que les plans 401 (k) ou les comptes de retrait individuels.

Conseiller en investissement

Advisory Research, Inc. (ARI)
ou "conseiller")

Gestionnaires de portefeuille

Matthew K. Swaim, Bruce M. Zessar et Christopher
M. Harvey a la responsabilité globale de la gestion quotidienne du fonds.

Gestionnaires de portefeuille Gestionnaire de portefeuille
Fonds de:
Matthew K. Swaim 2009 (Accueil)
M. Zessar de Bruce & # x20AC; & # x2122; s L'année 2010
Christopher R. Harvey 2015 année

Achat et vente d'actions du Fonds

Pour acquérir les actions du Fonds, vous devez:
investir au moins le montant minimum.

Investissement minimum

Ouverte

Votre compte

Pour ajouter à

Votre compte

Comptes ordinaires directs 2 500 $ 500 $
Comptes de pension directs 2 500 $ 500 $
Plan d'investissement automatique 2 500 $ 100 $
Compte cadeau pour les mineurs 2 500 $ 500 $

Les actions du fonds peuvent être rachetées dans n'importe quelle entreprise
Le jour de novembre, la Bourse de New York (NYSE) est ouverte aux affaires par écrit ou par téléphone.

Informations fiscales

En règle générale, les distributions des fonds sont les suivantes
sera imposable et sera généralement imposé comme un revenu ordinaire, un revenu de dividende admissible ou des gains en capital, sauf si vous investissez
grâce à un programme d'incitation fiscale tel qu'un plan 401 (k) ou un compte de sortie individuel. Actionnaires investissant par
ces accords exonérés d'impôt peuvent être imposés à une date ultérieure, après déduction des fonds de ces accords.

Paiements aux intermédiaires et autres
Intermédiaires financiers

Si vous achetez des actions du Fonds via
un courtier ou un autre intermédiaire financier (comme une banque), le Fonds et les sociétés affiliées peuvent payer à l’intermédiaire
Vente d'actions du Fonds et de services connexes. Ces paiements peuvent créer un conflit d'intérêts en affectant le courtier
ou un autre courtier et votre vendeur recommande un autre investissement au Fonds. Demandez au vendeur ou visitez vos finances
site de courtage pour plus d'informations.

SECTION SOMMAIRE – Revenus de conseil en recherche stratégique
La Fondation

Objectifs d'investissement

Objectifs d'investissement de la société de conseil
Le Fonds de revenu stratégique pour la recherche («Fonds de revenu stratégique» ou «Fonds») recherche un revenu d’exploitation élevé et
appréciation du capital à long terme.

Frais et dépenses du fonds

Le tableau suivant décrit les frais et dépenses
que vous pouvez payer lors de l'achat et de la détention d'actions du Fonds.

Actionnaire
Honoraires
(taxes payées directement sur votre investissement)
Maximum
taxe de vente sur les achats (charge)
Aucun
Maximum
taxe de vente différée (charge)
Aucun
Rachat
frais si échangé dans les 90 jours suivant l'achat (en pourcentage du montant échangé)
2,00%
Substance
péage
20 $
Du jour au lendemain
vérifier les frais de livraison
$ 25
La retraite
frais de compte (frais de maintenance annuels)
15 $
Annuel
Dépenses opérationnelles du Fonds
(le coût que vous payez chaque année en pourcentage de la valeur de votre investissement)
La gouvernance
les taxes
0,70%
Distribution
(Règles 12b-1) Droits
Aucun
Autres
les dépenses
1,06%
Total
les frais de fonctionnement annuels du Fonds
1,76%
Honoraires
renoncé et / ou remboursé1
(0,86)%
Total
les frais de fonctionnement annuels du fonds après impôt et / ou remboursement
1
0,90%

1 Conseiller de la Fondation
accepté de renoncer à leurs frais et / ou de payer les frais d'exploitation du Fonds aux termes de l'accord
veiller à ce que les dépenses d'exploitation annuelles totales du Fonds (à l'exclusion des frais,
commissions de courtage, dividendes et intérêts débiteurs sur les ventes à découvert, commissions sur fonds acquis
et les coûts (tels que déterminés sur le formulaire N-1A), les coûts connexes
toute fusion ou réorganisation et dépenses extraordinaires telles que les frais de justice)
ne dépasse pas 0,90% de l'actif net quotidien moyen du Fonds. Cet accord est en vigueur
d'ici 2021 Il doit expirer le 29 février et ne peut être résilié par la fiducie que jusqu'à cette date.
Conseil de fondation. Le conseiller en fonds est autorisé à réclamer une
Sous réserve de certaines restrictions, le Fonds retient les impôts ou les paiements au Fonds pour:
une période se terminant trois exercices complets à compter de la date de rachat ou de décaissement. C'est tout
un remboursement du Fonds peut être demandé si l'indemnisation ne cause aucun dommage
Le ratio annuel des dépenses du Fonds est supérieur: a) au plafond des dépenses
au moment du refus de payer ces frais ou paiements; ou b) la limitation des dépenses
valable au moment du retour.

Un exemple

Cet exemple est destiné à vous aider à comparer
les coûts d'investissement dans le Fonds ainsi que les investissements dans d'autres fonds communs de placement.

L'exemple suppose que vous investissez 10 000 $
et racheter toutes vos actions à la fin de ces périodes. L'exemple suppose également
que votre investissement rapporte 5% par an et que les frais d'exploitation du fonds restent les mêmes. L'exemple reflète
Refus et / ou remboursement des frais contractuels par le Fonds pour la durée de la renonciation et / ou des frais uniquement
compensation.

Bien que vos coûts réels puissent être plus élevés
ou moins, selon ces hypothèses, vos coûts seraient les suivants:

Un
Année
Trois
Année
Cinq
Année
Dix
Année
92 $ 470 $ 874 $ 2 002 $

Rotation du portefeuille

Le Fonds prend en charge les coûts de ces opérations
comme une commission lorsqu'il achète et vend des titres (ou "retourne" son portefeuille). Une rotation plus élevée du portefeuille pourrait augmenter
indiquent des frais de transaction plus élevés et peuvent entraîner des frais plus élevés lorsque les actions du Fonds sont dans un compte imposable. Ces coûts,
qui ne sont pas reflétés dans les frais d'exploitation ou l'échantillon annuels du Fonds, ont une incidence sur le rendement du Fonds. Trop
au cours de l'exercice précédent, le taux de rotation du portefeuille du Fonds était de 36% de la valeur moyenne de son portefeuille.

Stratégies d'investissement de base

Le Fonds poursuit ses objectifs d'investissement
investir principalement dans des titres privilégiés et d'autres titres de revenu, y compris des titres convertibles, des titres de créance,
actions ordinaires et titres d'autres sociétés d'investissement telles que les fonds à capital fixe.

Dans des conditions de marché normales, le Fonds
investit principalement dans des titres de créance et des titres de créance, mais le conseiller du Fonds conserve un large pouvoir discrétionnaire dans la distribution des
investissements dans différentes classes d'actifs. Les titres privilégiés dans lesquels le Fonds peut investir sont des titres conventionnels directs et convertibles
préféré et hybride (c'est-à-dire titres privilégiés émis par des fiducies ou d'autres entités ad hoc
entreprises existantes). De temps à autre, le Fonds peut détenir une proportion importante de ses actifs dans un ou plusieurs secteurs de marché
comme le secteur financier.

Le Fonds peut investir dans des titres de créance
de toute maturité. Les titres de créance dans lesquels le Fonds peut investir comprennent les titres du Trésor américain et des agences du gouvernement américain, les investissements
Titres de créance de sociétés, obligations municipales de première qualité et titres de qualité inférieure. Titres de qualité supérieure
sont ceux notés Baa3 ou plus par Moody's Investors Service, Inc. («Moody's») au moment de l'acquisition,
ou BBB ou supérieur chez Standard & Poor's, une division de McGraw Hill Companies Inc. (S&P), ou Fitch Ratings
(Fitch) ou, s'ils ne sont pas notés par S&P, Moody's ou Fitch, jugés similaires par le conseiller en valeurs
la qualité. Les titres de qualité inférieure sont également appelés titres à «haut rendement» ou «indésirables».

Le Fonds peut rédiger (vendre) une invitation à la couverture
options sur titres détenues par le Fonds dans son portefeuille.

Le Fonds peut investir jusqu'à 20% de ses actifs
en titres d'émetteurs non américains. Les investissements du Fonds dans des titres étrangers ne comprennent pas les dollars américains
titres non américains libellés en dollars américains d'émetteurs étrangers négociés aux États-Unis et aux États-Unis
Certificats de dépôt («ADR»). Les ADR sont des reçus représentant la proportion de titres étrangers détenus dans un dépôt américain.
les banques.

Le conseiller de la Fondation cherche à déterminer
titres qui, selon lui, ont des rendements sensiblement plus élevés que les titres du Trésor américain d'échéance similaire
maintenir la stabilité du principal et maintenir une bonne qualité de crédit globale grâce à une analyse approfondie du crédit et une large diversification
dans divers types de sécurité. Le conseiller du fonds sélectionne les titres privilégiés en fonction d'un examen des caractéristiques de rendement, ce qui incite
provisions, la qualité du crédit et les notations, et la capacité de continuer à verser des dividendes. Lors de l'évaluation et de la sélection de titres de créance,
Le conseiller en fonds équilibre divers facteurs, notamment l'augmentation des rendements par rapport aux bons du Trésor américain, l'échéance et le provisionnement
et la qualité du crédit. Les titres convertibles privilégiés et les titres de créance sont également notés pour diverses caractéristiques, y compris la conversion
droits, taux de conversion, probabilité de conversion et valeur du titre sous-jacent en lequel le titre peut être converti
Convertissez. Le conseiller en valeurs sélectionne les actions ordinaires en fonction des affaires et de la solidité financière et des dividendes de la société.
l'histoire et la politique ainsi que la capacité d'augmenter la distribution des dividendes. Le conseiller en fonds choisit pour une durée indéterminée
fonds en termes de rendement, de prix par rapport à la valeur liquidative, de composition et de nature du portefeuille sous-jacent
distributions. En règle générale, le Fonds vendra un titre s'il est pleinement évalué, si de meilleures opportunités sont identifiées,
si les nouvelles changent la thèse de placement du conseiller du Fonds, si la qualité du crédit des titres se détériore, ou
Le fonds a besoin de liquidités pour répondre aux demandes de rachat.

Risque d'investissement principal

Le risque est commun à tous les investisseurs et
vous pouvez perdre de l'argent en investissant dans un fonds. Un résumé de certains risques clés liés à un placement dans le Fonds a été établi
ci-dessous. Avant de décider d'investir dans le Fonds, examinez attentivement les facteurs de risque suivants associés à l'investissement
Dans un fonds qui peut faire perdre de l'argent aux investisseurs. Il n'est pas possible de garantir que le Fonds atteindra ses objectifs d'investissement.

Titres à revenu fixe
Prenez le risque.
Les cours des actions à revenu fixe réagissent aux changements économiques, en particulier aux taux d'intérêt
les changements dans la cote de crédit de l'émetteur ou la perception du marché de la solvabilité de l'émetteur. Généralement fixe
La valeur des titres à rendement diminue lorsque les taux d'intérêt augmentent et augmente lorsque les taux d'intérêt baissent et à long terme et diminuent
les titres notés sont plus volatils que les titres à court terme et mieux notés.

Haut rendement ("ordures")
Risque obligataire.
Les obligations à haut rendement sont des titres de créance dont la notation est inférieure à investment grade (souvent appelés «junk bonds»). Spam
les obligations sont spéculatives, associées à un plus grand défaut, un risque moindre ou une baisse des prix, sont plus volatiles et généralement plus faibles
liquides que les titres de qualité supérieure. Les sociétés qui émettent des obligations à haut rendement sont moins solides financièrement et plus susceptibles de
difficultés financières et sont plus vulnérables aux événements de marché et aux humeurs défavorables que ceux qui ont plus de crédit
évaluations.

Risque de marché. Boutique
Le prix d'un titre ou d'un instrument peut baisser, parfois rapidement ou de façon imprévisible, en raison des conditions générales du marché qui n'existent pas
spécifiquement liées à une entreprise particulière, telles que les conditions économiques ou politiques défavorables réelles ou
le monde, l'évolution des perspectives globales de résultats des entreprises, les variations des taux d'intérêt ou de change ou le sentiment négatif des investisseurs
en général. La valeur marchande d'un titre ou d'un instrument peut également baisser en raison de facteurs affectant une industrie particulière
ou des industries telles que les pénuries de main-d'œuvre ou l'augmentation des coûts de production et les conditions concurrentielles de l'industrie.

Palūkanų normos rizika. Paprastai
Fiksuotų pajamų vertybinių popierių vertė sumažėja, jei kyla palūkanų normos, ir padidėja vertė, jei palūkanų normos krenta, ilgesniam laikotarpiui
vertybiniai popieriai yra jautresni nei trumpesnio laikotarpio vertybiniai popieriai. Pavyzdžiui, trejų metų vertybinio popieriaus kaina
turėtų sumažėti maždaug 3%, jei palūkanų normos padidėtų 1%. Paprastai kuo ilgesnė branda
obligacijų ar fiksuotų palūkanų paskolos trukmė, tuo jautresnė ji šiai rizikai. Krentančios palūkanų normos taip pat sukuria potencialą
dėl sumažėjusių Fondo pajamų. Vyriausybės politikos pokyčiai, kylanti infliacija ir bendra ekonominė raida,
be kitų veiksnių, gali sukelti palūkanų normos padidėjimą ir gali turėti esminį ir tiesioginį poveikį
Fondo investicijos. Be to, dėl galimo palūkanų normos kilimo gali kisti nepastovumo laikotarpiai ir padidėti
išpirkimai, dėl kurių Fondui gali prireikti likviduoti vertybinių popierių portfelį nepalankiomis kainomis ir laiku.

Kredito rizika. Jei
Fondo turimos skolos vertybinių popierių emitentas ar garantas arba finansinės sutarties su Fondu kita šalis neįvykdo ar yra
sumažėjęs jų įsiskolinimas arba manoma, kad jų kreditingumas yra mažesnis, arba jei turto, kuriuo grindžiamas vertybinis popierius, vertė sumažėja,
paprastai fondo portfelis mažės.

Preferred Stock Risk.
Preferred stock represents an equity interest in a company that generally entitles the holder to receive, in preference to the
holders of other stocks such as common stock, dividends and a fixed share of the proceeds resulting from a liquidation of the
company. The market value of preferred stock is subject to company-specific and market risks applicable generally to equity securities
and is also sensitive to changes in the company’s creditworthiness, the ability of the company to make payments on the preferred
stock, and changes in interest rates, typically declining in value if interest rates rise.

Convertible Securities
Risk.
Convertible securities are subject to market and interest rate risk and credit risk. When the market price of the equity
security underlying a convertible security decreases the convertible security tends to trade on the basis of its yield and other
fixed income characteristics, and is more susceptible to credit and interest rate risks. When the market price of such equity
security rises, the convertible security tends to trade on the basis of its equity conversion features and be more exposed to
market risk. Convertible securities are typically issued by smaller capitalized companies with stock prices that may be more volatile
than those of other companies.

Sector Focus Risk. Fund may invest a larger portion of its assets in one or more sectors than many other mutual funds, and thus will be more susceptible
to negative events affecting those sectors. For example, as of October 31, 2019, 42.8% of the Fund’s total assets was invested
in the financial sector. Performance of companies in the financial sector may be adversely impacted by many factors, including,
among others: government regulations of, or related to, the sector; governmental monetary and fiscal policies; economic, business
or political conditions; credit rating downgrades; changes in interest rates; price competition; and decreased liquidity in credit
markets. This sector has experienced significant losses and a high degree of volatility in the recent past, and the impact of
more stringent capital requirements and of recent or future regulation on any individual financial company or on the sector as
a whole cannot be predicted.

Value-Oriented Investment
Strategies Risk.
Value stocks are those that are believed to be undervalued in comparison to their peers due to adverse business
developments or other factors. Value investing is subject to the risk that the market will not recognize a security’s inherent
value for a long time or at all, or that a stock judged to be undervalued may actually be appropriately priced or overvalued.
In addition, during some periods (which may be extensive) value stocks generally may be out of favor in the markets.

Equity Risk. The value
of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries
in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.

Management and Strategy
Risk.
The value of your investment depends on the judgment of the Fund’s advisor about the quality, relative yield,
value or market trends affecting a particular security, industry, sector or region, which may prove to be incorrect.

Closed-End Funds (CEFs) Risk.
The Fund invests in shares of CEFs. Investments in CEFs are subject to various risks, including reliance on management’s
ability to meet a CEF’s investment objective and to manage a CEF’s portfolio, and fluctuation in the market value of
a CEF’s shares compared to the changes in the value of the underlying securities that the CEF owns. In addition, the Fund
bears a pro rata share of the management fees and expenses of each underlying CEF in addition to the Fund’s management fees
and expenses, which results in the Fund’s shareholders being subject to higher expenses than if they invested directly in
the CEFs. There can be no guarantee that shares of a CEF held by the Fund will not trade at a persistent and ongoing discount.

ETF Risk. Investing
in an ETF will provide the Fund with exposure to the securities comprising the index on which the ETF is based and will expose
the Fund to risks similar to those of investing directly in those securities. Shares of ETFs typically trade on securities exchanges
and may at times trade at a premium or discount to their net asset values. In addition, an ETF may not replicate exactly the performance
of the benchmark index it seeks to track for a number of reasons, including transaction costs incurred by the ETF, the temporary
unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect
to the weighting of securities or the number of securities held. Investing in ETFs, which are investment companies, involves duplication
of advisory fees and certain other expenses. The Fund will pay brokerage commissions in connection with the purchase and sale
of shares of ETFs.

Options Risk. Purchasing
and writing put and call options are highly specialized activities and entail greater than ordinary investment risks. The Fund
may not fully benefit from or may lose money on an option if changes in its value do not correspond as anticipated to changes
in the value of the underlying securities. If the Fund is not able to sell an option held in its portfolio, it would have to exercise
the option to realize any profit and would incur transaction costs upon the purchase or sale of the underlying securities. Ownership
of options involves the payment of premiums, which may adversely affect the Fund’s performance. To the extent that the Fund
invests in over-the-counter options, the Fund may be exposed to counterparty risk.

Covered Call Options Risk.
The Fund may write (sell) covered call options on securities the Fund holds in its portfolio. This strategy is designed to
generate additional gains from option premiums, but also results in certain risks. With respect to portfolio holdings on which
the Fund has written a covered call option, the Fund will forgo the opportunity to benefit from potential increases in the value
of that security, but will continue to bear the risk of declines in the value of the security.

Foreign Investment Risk.
The prices of foreign securities may be more volatile than the prices of securities of U.S. issuers because of economic and
social conditions abroad, political developments, and changes in the regulatory environments of foreign countries. In addition,
changes in exchange rates and interest rates may adversely affect the values of the Fund’s foreign investments. Foreign
companies are generally subject to different legal and accounting standards than U.S. companies, and foreign financial intermediaries
may be subject to less supervision and regulation than U.S. financial firms. Foreign securities include American Depository Receipts
(“ADRs”) and Global Depository Receipts (“GDRs”). Unsponsored ADRs and GDRs are organized independently
and without the cooperation of the foreign issuer of the underlying securities, and involve additional risks because U.S. reporting
requirements do not apply. In addition, the issuing bank may deduct shareholder distribution, custody, foreign currency exchange,
and other fees from the payment of dividends. Emerging markets tend to be more volatile than the markets of more mature economies
and generally have less diverse and less mature economic structures and less stable political systems than those of developed
countries.

Currency Risk. values of investments in securities denominated in foreign currencies increase or decrease as the rates of exchange between those
currencies and the U.S. Dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add
to investment losses. Currency exchange rates can be volatile and are affected by factors such as general economic conditions,
the actions of the United States and foreign governments or central banks, the imposition of currency controls, and speculation.

Cybersecurity Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder
information), or proprietary information, or cause the Fund, the Fund’s advisor, and/or other service providers (including
custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of
operational functionality. In an extreme case, a shareholder’s ability to exchange or redeem Fund shares may be affected.

Performance

The bar chart and table below provide some
indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing
how the average annual total returns of the Fund compare with the average annual total returns of a broad-based market index. Updated
performance information is available at the Fund’s website, www.advisoryresearch.com. The Fund’s past performance,
before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

The Fund commenced investment operations
on December 31, 2012, after the conversion of a limited partnership account, Advisory Research Value Income Fund, L.P., which commenced
operations on June 30, 2003, (the “Predecessor Account”), into shares of the Fund. Information in the bar chart and
the performance table below prior to December 31, 2012 are for the Predecessor Account. The Fund’s objectives, policies,
guidelines and restrictions are, in all material respects, equivalent to those of the Predecessor Account. The returns for the
Predecessor Account reflect its performance prior to conversion into the Fund and have been adjusted to reflect the estimated gross
annual operating expenses of the Fund as set forth in the “Annual Fund Operating Expenses” table above. The Predecessor
Account was not registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and therefore was
not subject to certain restrictions imposed by the 1940 Act on registered investment companies and by the Internal Revenue Code
of 1986 on regulated investment companies. If the Predecessor Account had been registered under the 1940 Act, the Predecessor Account’s
performance may have been adversely affected.

Calendar-Year Total Return (before taxes)

For each calendar year at NAV

(Bar chart to be provided by amendment.)

Highest
    Calendar Quarter Return at NAV
(15.25)% Quarter
    Ended (06/30/2009)
Lowest
    Calendar Quarter Return at NAV
((5.69))% Quarter
    Ended (03/31/2009)

Modéré
    Annual Total Returns
for periods ended December 31, 2019
One
Year
Five
Years
Ten
Years
Grįžti
    Before Taxes
(  )% (  )% (  )%
Grįžti
    After Taxes on Distributions*
(  )% (  )% (  )%
Grįžti
    After Taxes on Distributions and Sale of Fund Shares*
(  )% (  )% (  )%
Bloomberg
    Barclays Intermediate Credit Index (reflects no deduction for fees, expenses or taxes)
(  )% (  )% (  )%
ICE
    BofA Merrill Lynch Fixed Rate Preferred Securities Index (reflects no deduction for fees, expenses or taxes)
(  )% (  )% (  )%

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

Investment Advisor

Advisory Research, Inc. (“ARI”
or the “Advisor”)

Portfolio Managers

Bruce M. Zessar and Adam Dabrowski are
jointly and primarily responsible for the day-to-day management of the Fund.

Portfolio Managers Managed the Predecessor
Fund/Fund Since:
Bruce M. Zessar 2010
Adam Dabrowski 2014

Purchase and Sale of Fund Shares

To purchase shares of the Fund, you must
invest at least the minimum amount.

Investissement minimum

To Open

Jūsų sąskaita

To Add to

Jūsų sąskaita

Direct Regular Accounts $2,500 $500
Direct Retirement Accounts $2,500 $500
Automatic Investment Plan $2,500 $100
Gift Account For Minors $2,500 $500

Fund shares are redeemable on any business
day the New York Stock Exchange (the “NYSE”) is open for business by written request or by telephone.

Tax Information

The Fund’s distributions are generally
taxable, and will ordinarily be taxed as ordinary income, qualified dividend income or capital gains, unless you are investing
through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account. Shareholders investing through
such tax-advantaged arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other
Financial Intermediaries

If you purchase shares of the Fund through
a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for
the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer
or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial
intermediary’s website for more information.

MORE ABOUT THE FUNDS’ INVESTMENT OBJECTIVES, PRINCIPAL
INVESTMENT STRATEGIES AND RISKS

ALL CAP VALUE FUND

Investment Objective

The Fund’s investment objective is
to seek long term capital appreciation. There is no assurance that the Fund will achieve its investment objective. The Fund’s
investment objective is not fundamental, and may be changed by the Board of Trustees without shareholder approval, upon at least
60 days’ prior written notice to shareholders. The Fund’s investment strategies and policies may be changed from time
to time without shareholder approval or prior written notice, unless specifically stated otherwise in this Prospectus or the SAI.

Principal Investment Strategies

Under normal circumstances, the Fund will
invest in equity securities of companies of any size including small, mid and large capitalization companies. The Fund’s
investments in equity securities may include common stock, preferred stocks and convertible securities. While the Fund invests
primarily in equity securities of U.S. issuers, it may invest in securities of foreign issuers, including those in emerging markets,
in keeping with the Fund’s investment objective.

Under normal market conditions, the Fund
will invest in a portfolio of securities typically spread across many economic sectors. From time to time, the Fund may have a
significant portion of its assets in one or more market sectors such as the finance sector.

The Fund also may invest in ADRs, EDRs,
and GDRs. ADRs are receipts that represent interests in foreign securities held on deposit by U.S. banks. EDRs and GDRs have the
same qualities as ADRs, except that they may be traded in several international trading markets.

The Advisor’s investment process
is a bottom-up approach that seeks to identify companies with attractive valuations relative to net asset value. The Advisor employs
a four-step investment process. First, the Advisor uses a quantitative screen to identify a group of value-oriented securities.
Second, the Advisor conducts a thorough fundamental analysis of each company, focusing on key balance sheet information to determine
the net asset value of the company. In the third step, the Advisor analyzes the companies’ senior management and their business
plans to identify competent senior management teams that are committed to unlocking value. Finally, the portfolio management team
determines whether to buy, wait or pass on those companies that have passed the first three steps. The Advisor also considers other
factors including political risk, monetary policy risk, and regulatory risk when selecting foreign (non-U.S.) securities.

The Advisor generally will sell a security
when one or more of the following occurs: 1) the Advisor’s estimate of full valuation is realized; 2) a more attractive stock
is identified (in which case the least attractive stock in the portfolio is sold); 3) there is material negative news; 4) a company
is acquired for cash; or 5) the Fund requires cash to meet redemption requests. In the case of acquisitions for stock, the Advisor
will evaluate the combined company.

When the Advisor believes that current
market, economic, political or other conditions are unsuitable and would impair the pursuit of the Fund’s investment objective,
the Fund may invest some or all of its assets in cash or cash equivalents, including but not limited to obligations of the U.S.
Government, money market fund shares, commercial paper, certificates of deposit and/or bankers acceptances, as well as other interest
bearing or discount obligations or debt instruments that carry an investment grade rating by a national rating agency. Kai
Fund takes a temporary defensive position, the Fund may not achieve its investment objective.

Principal Risks of Investing

As discussed in the Summary Section and
described further below under “Principal Risks of Investing in the Funds,” the Fund is subject to the risks common
to all mutual funds that invest in equity securities and foreign securities.

STRATEGIC INCOME FUND

Investment Objectives

The Fund’s primary objective is to
seek high current income and secondary objective is long term capital appreciation. There is no assurance that the Fund will achieve
its investment objectives. The Fund’s investment objectives are not fundamental, and may be changed by the Trust’s
Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders. The Fund’s
investment strategies and policies may be changed from time to time without shareholder approval or prior written notice, unless
specifically stated otherwise in this Prospectus or the SAI.

Principal Investment Strategies

The Fund pursues its investment objective
primarily by investing in preferred and debt securities and other income producing securities including convertible securities,
common stocks, and securities of other investment companies, such as closed-end funds. In pursuing the Fund’s investment
strategy, the Advisor seeks to identify securities it believes are undervalued considering credit quality and other investment
characteristics. More specifically, the Fund’s advisor seeks to identify securities which it believes offer significantly
higher yields than U.S. treasury securities of comparable maturity, while striving to maintain stability of principal and preserving
good overall credit quality through extensive credit analysis and broad diversification across security types.

Preferred Securities

Preferred securities generally pay fixed
or adjustable rate distributions to investors and have preference over common stock in the payment of distributions and the liquidation
of a company’s assets, but are junior to most other forms of the company’s debt, including both senior and subordinated
debt. There are two basic types of preferred securities: traditional preferred securities and hybrid-preferred securities.

Traditional preferred stocks generally
pay a fixed rate of return; however, because they are equity securities, preferred stocks provide equity ownership of a company
and the income is paid in the form of dividends. Preferred stocks are typically subordinated to bonds and other debt instruments
in a company’s capital structure but senior to common equity, in terms of priority to corporate income, and therefore will
be subject to greater credit risk than bonds and other debt instruments.

Many preferred securities are issued by
trusts or other special purpose entities established by operating companies and are not direct obligations of an operating company
(frequently referred to as “hybrid” preferred securities). At the time a trust or special purpose entity issues its
preferred securities, the trust or special purpose entity purchases debt of the operating company (with terms comparable to those
of the trust or special purpose entity securities), which enables the operating company to deduct for tax purposes the interest
paid on the debt held by the trust or special purpose entity. The trust or special purpose entity is generally required to be treated
as transparent for federal income tax purposes such that the holders of the preferred securities are treated as owning beneficial
interests in the underlying debt of the operating company. Accordingly, payments on these preferred securities are treated as interest
rather than dividends for federal income tax purposes and, as such, are not eligible for the dividends received deduction under
Section 243 of the Internal Revenue Code of 1986 or any income tax rates that may be applicable only to dividend income. The trust
or special purpose entity in turn is a holder of the operating company’s debt and has priority with respect to the operating
company’s earnings and profits over the operating company’s common shareholders, but is typically subordinated to other
classes of the operating company’s debt. The Fund may also invest in “baby bonds” which are securities that trade
like preferred securities in $25 increments but are actually debt instruments, and are therefore not subordinate to an issuer’s
other debt instruments.

Debt Securities

U.S. Government Securities. Fund may invest in U.S. government securities. U.S. government securities include U.S. Treasury obligations and securities issued
or guaranteed by various agencies of the U.S. government, or by various instrumentalities which have been established or sponsored
by the U.S. government. U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. government.
Securities issued or guaranteed by federal agencies and U.S. government sponsored instrumentalities may or may not be backed by
the full faith and credit of the U.S. government.

Corporate Debt Securities. The Fund
may invest in corporate debt securities of any maturity. Notes, bonds, debentures and commercial paper are the most common types
of corporate debt securities, with the primary difference being their maturities and secured or unsecured status. The Fund may
invest in U.S. and non-U.S. issuers of corporate debt securities. Corporate debt may be rated investment-grade or below investment-grade
and may carry fixed or floating rates of interest.

Municipal Bonds. The Fund may invest
in taxable municipal bonds. States, local governments and municipalities issue municipal bonds to raise money for certain purposes.
Municipal bonds issued to finance activities with a broad public purpose are generally exempt from federal income tax. Taxable
municipal bonds, however, are issued to finance activities with less significant benefits to the public, such as the construction
of sports facilities, and as such the interest paid to holders of such bonds is taxable as ordinary income. Municipal bonds may
be rated investment-grade or below investment-grade and pay interest based on fixed or floating rate coupons. Maturities may range
from long-term to short-term.

Convertible Securities

The Fund may invest in convertible securities,
which are hybrid securities that combine the investment characteristics of bonds and common stocks. Convertible securities typically
consist of debt securities or preferred securities that may be converted within a specified period of time (typically for the entire
life of the security) into a certain amount of common stock or other equity security of the same or a different issuer at a predetermined
price. They also include debt securities with warrants or common stock attached and derivatives combining the features of debt
securities and equity securities. Convertible securities entitle the holder to receive interest paid or accrued on debt securities,
or dividends paid or accrued on preferred securities, until the securities mature or are redeemed, converted or exchanged.

Common Stocks

The Fund may invest in U.S. and non-U.S.
issuers of dividend paying common stocks. Holders of common stocks are entitled to the income and increase in the value of the
assets and business of the issuers after all debt obligations and obligations to preferred stockholders are satisfied. Common stocks
generally have voting rights.

Covered Call Options

The Fund may write (sell) covered call
options on securities the Fund holds in its portfolio. When the Fund writes a covered call option, the Fund sells the obligation
to deliver a security on or before a predetermined date in the future in return for a fee, or “premium”. The Fund owns
a sufficient amount of assets such that it is able to meet its potential obligation to deliver shares should the buyer exercise
its right to purchase the shares. This technique offers the Fund the potential to generate gains from option premiums, although
it may limit the Fund’s ability to participate in capital appreciation on its portfolio holdings when security prices rise.

Other Investment Companies

The Fund may invest in securities of closed-end
investment companies. Investing in investment companies will involve duplication of advisory fees and certain other expenses. Closed-end
funds typically trade on securities exchanges and their shares may, at times, trade at a premium or discount to their net asset
values. The Fund will incur brokerage costs when purchasing and selling shares of closed-end funds. The Fund limits its investment
in shares of other investment companies to the extent allowed by the 1940 Act.

Security Selection Process

The Advisor selects preferred securities
based upon a review of yield characteristics, call provisions, credit quality and ratings, and ability to continue paying dividends.
In evaluating and selecting debt securities, the Advisor balances various factors, including increased yield as compared to U.S.
treasuries, maturity, call provisions and credit quality. The Advisor selects common stocks based on the company’s business
and financial strength and dividend history and policy, as well as ability to potentially grow dividend distributions. The Advisor
selects closed-end funds based upon a review of yield, price relative to net asset value, composition of the underlying portfolio,
and the nature of the distributions. Convertible preferred and debt securities are additionally evaluated on various features including
conversion rights, conversion ratio, likelihood of conversion, and value of the underlying security into which the convertible
security may convert. The Advisor generally will sell a security when one or more of the following occurs: 1) the Advisor’s
estimate of full valuation is realized; 2) a more attractive stock is identified; 3) there is significant negative news; 4) the
security’s credit quality deteriorates; or 5) the Fund requires cash to meet redemption requests.

When the Advisor believes that current
market, economic, political or other conditions are unsuitable and would impair the pursuit of the Fund’s investment objective,
the Fund may invest some or all of its assets in cash or cash equivalents, including but not limited to obligations of the U.S.
Government, money market fund shares, commercial paper, certificates of deposit and/or bankers acceptances, as well as other interest
bearing or discount obligations or debt instruments that carry an investment grade rating by a national rating agency. Kai
Fund takes a temporary defensive position, the Fund may not achieve its investment objective.

Principal Risks of Investing

As discussed in the Summary Section and
described further below under “Principal Risks of Investing in the Funds,” the Fund is subject to the risks common
to all mutual funds that invest in equity securities, fixed income securities and foreign securities.

GENERAL

Principal Risks of Investing in the
Funds

The Funds’ principal risks are
set forth below. Before you decide whether to invest in a Fund, carefully consider these risk factors and special considerations
associated with investing in the Fund, which may cause you to lose money.

Market Risk. The market
price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not
specifically related to a particular company, such as real or perceived adverse economic or political conditions throughout the
world, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment
generally. The market value of a security or instrument also may decline because of factors that affect a particular industry
or industries, such as labor shortages or increased production costs and competitive conditions within an industry. For example,
the financial crisis that began in 2008 caused a significant decline in the value and liquidity of many securities; in particular,
the values of some sovereign debt and of securities of issuers that invest in sovereign debt and related investments fell, credit
became more scarce worldwide and there was significant uncertainty in the markets. Such environments could make identifying investment
risks and opportunities especially difficult for the Advisor. In response to the crisis, the United States and other governments
have taken steps to support financial markets. The withdrawal of this support or failure of efforts in response to the crisis
could negatively affect financial markets generally as well as the value and liquidity of certain securities. In addition, policy
and legislative changes in the United States and in other countries are changing many aspects of financial regulation. The impact
of these changes on the markets, and the practical implications for market participants, may not be fully known for some time.

Equity Risk. The value
of equity securities held by a Fund may fall due to general market and economic conditions, perceptions regarding the industries
in which the issuers of securities held by the Funds participate, or factors relating to specific companies in which the Fund
invests. The price of common stock of an issuer in a Fund’s portfolio may decline if the issuer fails to make anticipated
dividend payments because, among other reasons, the financial condition of the issuer declines. Common stock is subordinated to
preferred stocks, bonds and other debt instruments in a company’s capital structure in terms of priority with respect to
corporate income, and therefore will be subject to greater dividend risk than preferred stocks or debt instruments of such issuers.
In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income
securities, common stocks have also experienced significantly more volatility in those returns.

Small-Cap and Mid-Cap Company
Risk (All Cap Value Fund).
Investing in small-capitalization and mid-capitalization companies generally involves greater risks
than investing in large-capitalization companies. Small- or mid-cap companies may have limited product lines, markets or financial
resources or may depend on the expertise of a few people and may be subject to more abrupt or erratic market movements than securities
of larger, more established companies or market averages in general. Many small capitalization companies may be in the early stages
of development. Since equity securities of smaller companies may lack sufficient market liquidity and may not be regularly traded,
it may be difficult or impossible to sell securities at an advantageous time or a desirable price.

Fixed Income Securities
Risk (Strategic Income Fund).
The prices of fixed income securities respond to economic developments, particularly interest
rate changes, as well as to changes in an issuer’s credit rating or market perceptions about the creditworthiness of an
issuer. Prices of fixed income securities tend to move inversely with changes in interest rates. Generally fixed income securities
decrease in value if interest rates rise and increase in value if interest rates fall, with lower rated securities more volatile
than higher rated securities. The longer the effective maturity and duration of the Fund’s portfolio, the more the Fund’s
share price is likely to react to changes in interest rates. (Duration is a weighted measure of the length of time required to
receive the present value of future payments, both interest and principal, from a fixed income security.) Some fixed income securities
give the issuer the option to call, or redeem, the securities before their maturity dates. If an issuer calls its security during
a time of declining interest rates, the Fund might have to reinvest the proceeds in an investment offering a lower yield, and
therefore might not benefit from any increase in value of the security as a result of declining interest rates. During periods
of market illiquidity or rising interest rates, prices of callable issues are subject to increased price fluctuation. In addition,
the Fund may be subject to extension risk, which occurs during a rising interest rate environment because certain obligations
may be paid off by an issuer more slowly than anticipated, causing the value of those securities held by the Fund to fall.

High Yield (“Junk”)
Bond Risk (Strategic Income Fund).
High yield bonds (often called “junk bonds”) are speculative, involve greater
risks of default or downgrade and are more volatile and tend to be less liquid than investment-grade securities. High yield bonds
involve a greater risk of price declines than investment-grade securities due to actual or perceived changes in an issuer’s
creditworthiness. Companies issuing high yield fixed-income securities are less financially strong, are more likely to encounter
financial difficulties, and are more vulnerable to adverse market events and negative sentiments than companies with higher credit
ratings. These factors could affect such companies’ abilities to make interest and principal payments and ultimately could
cause such companies to stop making interest and/or principal payments. In such cases, payments on the securities may never resume,
which would result in the securities owned by the Fund becoming worthless. The market prices of junk bonds are generally less
sensitive to interest rate changes than higher rated investments, but more sensitive to adverse economic or political changes
or individual developments specific to the issuer.

Interest Rate Risk (Strategic
Income Fund).
Prices of fixed income securities tend to move inversely with changes in interest rates. Generally fixed income
securities decrease in value if interest rates rise and increase in value if interest rates fall, with longer-term securities
being more sensitive than shorter-term securities. For example, the approximate percentage change in the price of a security with
a three-year duration would be expected to drop by approximately 3% in response to a 1% increase in interest rates. Duration is
a weighted measure of the length of time required to receive the present value of future payments, both interest and principal,
from a fixed income security. Generally, the longer the maturity and duration of a bond or fixed rate loan, the more sensitive
it is to this risk. Falling interest rates also create the potential for a decline in the Fund’s income. Changes in governmental
policy, rising inflation rates, and general economic developments, among other factors, could cause interest rates to increase
and could have a substantial and immediate effect on the values of a Fund’s investments. These risks are greater during
periods of rising inflation. In addition, a potential rise in interest rates may result in periods of volatility and increased
redemptions that might require a Fund to liquidate portfolio securities at disadvantageous prices and times.

Sector Focus Risk.
The Fund may invest a larger portion of its assets in one or more sectors than many other mutual funds and thus will be more susceptible
to negative events affecting those sectors. At times the performance of the Fund’s investments may lag the performance of
other sectors or the broader market as a whole. Such underperformance may continue for extended periods of time.

Value-Oriented Investment
Strategies Risk
. Value stocks are those that are believed to be undervalued in comparison to their peers due to adverse business
developments or other factors. Value investing carries the risk that the market will not recognize a security’s inherent
value for a long time or at all, or that a stock judged to be undervalued may actually be appropriately priced or overvalued.
In addition, during some periods (which may be extensive) value stocks generally may be out of favor in the markets. Therefore
each Fund is most suitable for long-term investors who are willing to hold their shares for extended periods of time through market
fluctuations and the accompanying changes in share prices.

Management and Strategy
Risk.
The value of your investment depends on the judgment of the Advisor about the quality, relative yield, value or market
trends affecting a particular security, industry, sector or region, which may prove to be incorrect. Investment strategies employed
by the Advisor in selecting investments for a Fund may not result in an increase in the value of your investment or in overall
performance equal to other investments.

Credit Risk (Strategic
Income Fund).
If an obligor (such as the issuer itself or a party offering credit enhancement) for a security held by the
Fund fails to pay amounts due when required by the terms of the security, otherwise defaults, is perceived to be less creditworthy,
becomes insolvent or files for bankruptcy, a security’s credit rating is downgraded or the credit quality or value of any
underlying assets declines, the value of the Fund’s investment could decline. If the Fund enters into financial contracts
(such as certain derivatives, repurchase agreements, reverse repurchase agreements, and when-issued, delayed delivery and forward
commitment transactions), the Fund will be subject to the credit risk presented by the counterparties. Credit risk is broadly
gauged by the credit ratings of the securities in which the Fund invests.

Preferred Stock Risk (Strategic
Income Fund).
Preferred stock represents an equity interest in a company that generally entitles the holder to receive, in
preference to the holders of other stocks such as common stocks, dividends and a fixed share of the proceeds resulting from a
liquidation of the company. Preferred stocks may pay fixed or adjustable rates of return. The market value of preferred stock
is subject to issuer-specific and market risks applicable generally to equity securities and is sensitive to changes in the issuer’s
creditworthiness, the ability of the issuer to make payments on the preferred stock and changes in interest rates, typically declining
in value if interest rates rise. In addition, a company’s preferred stock generally pays dividends only after the company
makes required payments to holders of its bonds and other debt. Therefore the value of preferred stock will usually react more
strongly than bonds and other debt to actual or perceived changes in the company’s financial condition or prospects.

Convertible Securities
Risk (Strategic Income Fund).
Convertible securities are securities that are convertible into or exchangeable for common or
preferred stock. The values of convertible securities may be affected by changes in interest rates, the creditworthiness of their
issuer, and the ability of the issuer to repay principal and to make interest payments. A convertible security tends to perform
more like a stock when the underlying stock price is high and more like a debt security when the underlying stock price is low.
A convertible security is not as sensitive to interest rate changes as a similar non-convertible debt security and generally has
less potential for gain or loss than the underlying stock.

Closed-End Funds (CEFs) Risk
(Strategic Income Fund).
A CEF is a pooled investment vehicle that is registered under the Investment Company Act of 1940 and
whose shares are listed and traded on U.S. national securities exchanges. Investments in CEFs are subject to various risks, including
reliance on management’s ability to meet a CEF’s investment objective and to manage a CEF’s portfolio, and fluctuation
in the market value of a CEF’s shares compared to the changes in the value of the underlying securities that the CEF owns.
In addition, the Fund bears a pro rata share of the management fees and expenses of each underlying CEF in addition to the Fund’s
management fees and expenses, which results in the Fund’s shareholders being subject to higher expenses than if they invested
directly in the CEFs. There can be no guarantee that shares of a CEF held by the Fund will not trade at a persistent and ongoing
discount.

ETF Risk (Strategic Income
Fund).
Investing in an ETF will provide each Fund with exposure to the securities comprising the index on which the ETF is
based and will expose the Fund to risks similar to those of investing directly in those securities. Shares of ETFs typically trade
on securities exchanges and may at times trade at a premium or discount to their net asset values. In addition, an ETF may not
replicate exactly the performance of the benchmark index it seeks to track for a number of reasons, including transaction costs
incurred by the ETF, the temporary unavailability of certain index securities in the secondary market or discrepancies between
the ETF and the index with respect to the weighting of securities or the number of securities held. Investing in ETFs, which are
investment companies, involves duplication of advisory fees and certain other expenses. Each Fund will pay brokerage commissions
in connection with the purchase and sale of shares of ETFs.

Options Risk (Strategic
Income Fund).
If a put or call option purchased by the Fund expires without being sold or exercised, the Fund would lose the
premium it paid for the option. The risk involved in writing a covered call option is the lack of liquidity for the option. If
the Fund is not able to close out the option transaction, the Fund would not be able to sell the underlying security until the
option expires or is exercised. The risk involved in writing an uncovered call option is that there could be an increase in the
market value of the underlying security caused by declining interest rates or other factors. If this occurs, the option could
be exercised and the underlying security would then be sold by the Fund at a lower price than its current market value. The risk
involved in writing a put option is that the market value of the underlying security could decrease as a result of rising interest
rates or other factors. If this occurs, the option could be exercised and the underlying security would then be sold to the Fund
at a higher price than its prevailing market value. Purchasing and writing put and call options are highly specialized activities
and entail greater than ordinary investment risks. To the extent that the Fund invests in over-the-counter options, the Fund may
be exposed to credit risk with regard to parties with which it trades and may also bear the risk of settlement default. These
risks may differ materially from those entailed in exchange-traded transactions, which generally are backed by clearing organization
guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries.
Transactions entered directly between two counterparties generally do not benefit from such protections and expose the parties
to the risk of counterparty default.

Foreign Investment Risk.
Investments in foreign securities are affected by risk factors generally not thought to be present in the United States.
prices of foreign securities may be more volatile than the prices of securities of U.S. issuers because of economic and social
conditions abroad, political developments, and changes in the regulatory environments of foreign countries. Special risks associated
with investments in foreign markets include less liquidity, less developed or less efficient trading markets, lack of comprehensive
company information, less government supervision of exchanges, brokers and issuers, greater risks associated with counterparties
and settlement, and difficulty in enforcing contractual obligations. In addition, changes in exchange rates and interest rates,
and imposition of foreign taxes, may adversely affect the value of a Fund’s foreign investments. Foreign companies are generally
subject to different legal and accounting standards than U.S. companies, and foreign financial intermediaries may be subject to
less supervision and regulation than U.S. financial firms. A Fund’s investments in depository receipts (including ADRs)
are subject to these risks, even if denominated in U.S. Dollars, because changes in currency and exchange rates affect the values
of the issuers of depository receipts. In addition, the underlying issuers of certain depository receipts, particularly unsponsored
or unregistered depository receipts, are under no obligation to distribute shareholder communications to the holders of such receipts,
or to pass through to them any voting rights with respect to the deposited securities.

Currency Risk. values of investments in securities denominated in foreign currencies increase or decrease as the rates of exchange between those
currencies and the U.S. Dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add
to investment losses. Currency exchange rates can be volatile and are affected by factors such as general economic conditions,
the actions of the United States and foreign governments or central banks, the imposition of currency controls, and speculation.

Covered Call Options Risk
(Strategic Income Fund).
The Fund may write (sell) covered call options on securities the Fund holds in its portfolio. When
the Fund writes a covered call option, the Fund sells the obligation to deliver a security on or before a predetermined date in
the future in return for a fee, or “premium”. The Fund owns a sufficient amount of assets such that it is able to meet
its potential obligation to deliver shares should the buyer exercise its right to purchase the shares. This technique offers the
Fund the potential to generate gains from option premiums, although it may limit the Fund’s ability to participate in capital
appreciation on its portfolio holdings when security prices rise.

Cybersecurity Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder
information), or proprietary information, or cause the Fund, the Advisor, and/or other service providers (including custodians,
sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational
functionality. A cybersecurity incident may disrupt the processing of shareholder transactions, impact a Fund’s ability
to calculate its net asset value, and prevent shareholders from redeeming their shares.

Additional Investment Techniques

In addition to the Principal Investment
Strategies, the Fund’s Advisor may use other investments including options, futures, and securities lending to achieve the
Fund’s investment objective. The additional investments and techniques that the Fund may use are more fully described in
the Fund’s Statement of Additional Information (“SAI”).

Portfolio Holdings Information

A description of the Funds’ policies
and procedures with respect to the disclosure of the Funds’ portfolio securities is available in the Funds’ SAI. Currently,
disclosure of the Funds’ holdings is required to be made quarterly within 60 days of the end of each fiscal quarter, in
the Funds’ Annual Report and Semi-Annual Report to Fund shareholders and in the quarterly holdings report on Form N-Q, and
Part F of Form N-PORT (beginning on or before April 30, 2020).

Reorganization of the Funds

The Board of Trustees of the Trust
has approved an Agreement and Plan of Reorganization (the “Plan”) providing for the reorganization of the All Cap
Value Fund and Strategic Income Fund into the North Square Advisory Research All Cap Value Fund and the North Square Strategic
Income Fund, respectively, each a newly organized series of North Square Investments Trust. The reorganization of each Fund is
subject to approval by its shareholders, and the Trust has called a shareholder meeting at which shareholders of each Fund will
be asked to consider and vote on the Plan with respect to their Fund. Shareholders of the Funds were provided with a combined
prospectus/proxy statement with additional information about the shareholder meeting and the proposed reorganization. If shareholders
of a Fund approve the reorganization, the reorganization of that Fund is expected to take effect during the first quarter of 2020.

MANAGEMENT OF THE FUND

Investment Advisor

Advisory Research, Inc. (“ARI”
or “Advisor”), located at Two Prudential Plaza, 180 N. Stetson Avenue, Chicago, Illinois 60601, acts as the investment
advisor to the Funds pursuant to an investment advisory agreement (the “Advisory Agreement”) with the Trust. ARI has
served as the investment advisor of each of the Funds since the Funds’ inception. Prior to September 27, 2019, ARI was a
wholly-owned subsidiary of Piper Jaffray Companies. On September 27, 2019, Piper Jaffray Companies, sold its interest in ARI to
Ostara LLC and Ostara LLC subsequently became Ostara Inc. on October 1, 2019 (the “Transaction”). Ostara Inc. is owned
by a partner group comprised of current management members of ARI. ARI is a Delaware corporation and a registered investment advisor.
The Advisor is an investment advisor registered with the SEC. The Advisor manages and advises approximately $3.0 billion in equity
and fixed income assets for corporations, foundations, endowments, public plans and high net worth individuals as of November
30, 2019.

Under the 1940 Act, the Transaction
resulted in an assignment and termination of the Advisory Agreement between the Advisor and the Trust, on behalf of the Funds.
In anticipation of the Transaction and these related events, the Board of Trustees of the Trust approved the Advisory Agreement
between the Trust, on behalf of the Funds, and ARI, pursuant to which ARI would become the investment advisor for the Funds, effective
on September 27, 2019, until the Funds reorganize into the North Square Trust. The Advisory Agreement is effective for 150 days
after its effective date, unless approved by the shareholders of each Fund, in which case the Advisory Agreement will remain in
effect for a two-year period. A special meeting of each Fund’s shareholders will be held during the first quarter of 2020
to consider and vote on the Advisory Agreement. Proxy materials have been sent to each Fund’s shareholders with more information
about the shareholder meeting and the Advisory Agreement.

Pursuant to the Advisory Agreement, the
following table illustrates an annual contractual advisory fee to the Advisor for the services and facilities it provides, payable
on a monthly basis.

Fund Contractual
    Advisory Fees As a
Percentage of Average Daily Net Assets
All
    Cap Value Fund
0.75%
Strategic
    Income Fund
0.70%

For the fiscal year ended October 31,
2019, ARI received the following advisory fees from each Fund, after waiving fees pursuant to its expense limitation agreement
with the Trust on behalf of each Fund:

Fund Advisory
    Fees Received As a
Percentage of Average Daily Net Assets
All
    Cap Value Fund
0.00%
Strategic
    Income Fund
0.00%

A discussion regarding the basis for
the Board’s approval of the Advisory Agreement for each Fund is available in the Funds’ annual report dated October
31, 2019.

Portfolio Managers

The Funds are managed by the portfolio
managers listed below who are jointly and primarily responsible for the day-to-day management of each Fund. The portfolio managers
work as a team in considering securities for selection and implementing portfolio strategies. All investment decisions are made
by the portfolio managers as a team, in the absence of a veto from any portfolio manager.

The All Cap Value Fund is team managed
by Matthew K. Swaim, Bruce M. Zessar, and Christopher R. Harvey.

The Strategic Income Fund is team managed
by Bruce M. Zessar and Adam Dabrowski.

Matthew K. Swaim, CFA, CPA,
has 20 years of investment experience and serves as a Managing Director of the firm. Prior to joining ARI in 2005, Mr. Swaim worked
in the assurance and business advisory group at PricewaterhouseCoopers LLP from 1998 to 2003. While pursuing his master’s
degree in business, he worked as an equity analyst with a mutual fund company from 2004 to 2005. Mr. Swaim holds a B.S. in accounting
and business administration from the University of Kansas and an M.B.A. from Indiana University’s Kelley School of Business.

Bruce M. Zessar, CFA, has 18
years of investment experience and serves as a Managing Director of the firm. Prior to joining ARI in 2004, Mr. Zessar served
as executive vice president and general counsel of Oasis Legal Finance, LLC, a specialty finance company from 2002 to 2004. He
was formerly a partner in the law firm of Sidley Austin, where he practiced law from 1990 to 2002. Mr. Zessar holds an A.B. magna
cum laude in Economics from Harvard University and a J.D. with distinction from Stanford Law School.

Christopher R. Harvey, CFA, has
20 years of investment experience and serves as a Managing Director of the firm. Prior to joining the firm in 2015, Mr. Harvey
served as the Director of Research and a member of the Investment Committee at Zuckerman Investment Group from 2011 to 2015. He
was formerly a Vice President at Legg Mason Investment Counsel from 2008-2011 and senior equity analyst at William Harris Investors
from 2005-2008. Mr. Harvey holds a B.A. from Clark University and an M.B.A. from the University of Chicago’s Booth School
of Business.

Adam M. Dabrowski, CFA, FRM, has
18 years of investment experience and serves as a Vice President of the firm. Prior to joining the firm, he served as a senior
developer for a financial services and trading firm. Mr. Dabrowski holds a B.S. in computer science from the De Paul University
and an M.B.A. in analytical finance from the University of Chicago.

The SAI provides additional information
about the portfolio managers’ compensation structure, other accounts managed by each portfolio manager and each portfolio
manager’s ownership of securities of the Funds.

Other Service Providers

IMST Distributors, LLC (the “Distributor”),
is the Trust’s principal underwriter and acts as the Trust’s distributor in connection with the offering of Fund shares.
The Distributor may enter into agreements with banks, broker-dealers, or other financial intermediaries through which investors
may purchase or redeem shares. The Distributor is not affiliated with the Trust, the Advisor or any other service provider for
the Funds.

Fund Expenses

Each Fund is responsible for its own operating
expenses (all of which will be borne directly or indirectly by the Fund’s shareholders), including among others, legal fees
and expenses of counsel to the Fund and the Fund’s independent trustees; insurance (including trustees’ and officers’
errors and omissions insurance); auditing and accounting expenses; taxes and governmental fees; listing fees; fees and expenses
of the Fund’s custodians, administrators, transfer agents, registrars and other service providers; expenses for portfolio
pricing services by a pricing agent, if any; expenses in connection with the issuance and offering of shares; brokerage commissions
and other costs of acquiring or disposing of any portfolio holding of the Fund and any litigation expenses.

The Advisor has contractually agreed
to waive its fees and/or pay for operating expenses of each Fund to ensure that the 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 Form N-1A, expenses incurred in connection with any merger or reorganization, and extraordinary
expenses such as litigation expenses) do not exceed the following. This agreement is in effect until February 29, 2021, and it
may be terminated before that date only by the Trust’s Board of Trustees.

Fund

As a Percentage of

Average Daily Net Assets

All
    Cap Value Fund
1.00%
Strategic
    Income Fund
0.90%

Any reduction in advisory fees or payment
of a Fund’s expenses made by the Advisor in a fiscal year may be reimbursed by the Fund for a period ending three full fiscal
years after the date of reduction or payment if the Advisor so requests. This reimbursement may be requested from a Fund if the
reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect
at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement. Cependant
the reimbursement amount may not exceed the total amount of fees waived and/or Fund expenses paid by the Advisor and will not include
any amounts previously reimbursed to the Advisor by a Fund. Any such reimbursement is contingent upon the Board’s subsequent
review of the reimbursed amounts. A Fund must pay current ordinary operating expenses before the Advisor is entitled to any reimbursement
of fees and/or Fund expenses.

Prior Performance for Similar Accounts Managed by the
Advisor

The following tables set forth composite
performance data relating to the historical performance of all accounts managed by the Advisor for the periods indicated that have
investment objectives, policies, strategies and risks substantially similar to those of the Advisory Research All Cap Value Fund.
The data is provided to illustrate the past performance of the Advisor in managing substantially similar accounts as measured against
market indices and does not represent the performance of the Fund. You should not consider this performance data as an indication
of future performance of the Fund.

The private accounts and limited partnerships
comprising the composites are not subject to the same types of expenses to which the Fund is subject, certain investment limitations,
diversification requirements and other restrictions imposed by the Investment Company Act of 1940, as amended, and the Internal
Revenue Code of 1986, as amended. Consequently, the performance results for these private accounts or limited partnerships could
have been adversely affected if the private accounts and limited partnerships had been regulated as investment companies under
the federal securities laws.

Average Annual Total Returns

For the Periods Ended December 31,
2019

ARI All Cap Value Composite

(To be provided by amendment)

One
Year
Five
Years
Ten
Years
Since
Inception
(7/1/2002)
ARI
    All Cap Value Composite returns(1)
(  )% (  )% (  )% (  )%
Russell
    3000® Value Index
(  )% (  )% (  )% (  )%

(1) The composite performance does not represent the historical performance of the Advisory Research
All Cap Value Fund and should not be interpreted as being indicative of the future performance of the Advisory Research All Cap
Value Fund.

ARI is an independent registered investment
advisor established in 1974. ARI manages a variety of equity and fixed income assets for primarily U.S. clients. ARI claims compliance
with the Global Investment Performance Standards (GIPS). The GIPS method of calculating performance is not the same as that used
for the Fund.

The composite returns are net of management
fees, trading commissions, and transaction costs and reflect the reinvestment of all income. Composite returns have been reduced
by the amount of the highest fee charged to any client invested in a strategy for the period under consideration. Actual fees may
vary depending on, among other things, the applicable management fee schedule and portfolio size. The fee schedules are as follows:

Management Fees
ARI All Cap Value Strategy

1.00% on the first $5 million

0.75% on the next $15 million

0.50% thereafter

The U.S. Dollar is the currency used to
express performance.

The Russell 3000® Value
Index measures the performance of the broad value segment of U.S. equity value universe. It includes those Russell 3000 companies
with lower price-to-book ratios and lower forecasted growth values.

A complete list of firm composites and
performance results is available upon request. Additional information regarding policies for calculating and reporting returns
is also available by contacting the Advisor at requestinfo@advisoryresearch.com.

Additional Payments to Broker-Dealers
and Other Financial Intermediaries

The Advisor may pay service fees to intermediaries
such as banks, broker-dealers, financial advisors or other financial institutions, some of which may be affiliates, for sub-administration,
sub-transfer agency and other shareholder services associated with shareholders whose shares are held of record in omnibus accounts,
other group accounts or accounts traded through registered securities clearing agents.

The Advisor, out of its own resources,
and without additional cost to the Funds or their shareholders, provides additional cash payments or non-cash compensation to
broker-dealers or intermediaries that sell shares of the Funds. These additional cash payments are generally made to intermediaries
that provide shareholder servicing, marketing support and/or access to sales meetings, sales representatives and management representatives
of the intermediary. The Advisor may pay cash compensation for inclusion of the Funds on a sales list, including a preferred or
select sales list, or in other sales programs or may pay an expense reimbursement in cases where the intermediary provides shareholder
services to the Funds’ shareholders. The Advisor may also pay cash compensation in the form of finder’s fees that
vary depending on the dollar amount of the shares sold.

YOUR ACCOUNT WITH THE FUNDS

Share Price

The offering price of a Fund’s
shares is the net asset value per share (“NAV”). Each Fund’s NAV is calculated as of 4:00 p.m. Eastern Time,
the normal close of regular trading on the New York Stock Exchange (“NYSE”), on each day the NYSE is open for trading.
If for example, the NYSE closes at 1:00 p.m. New York time, each Fund’s NAV would still be determined as of 4:00 p.m. New
York time. In this example, portfolio securities traded on the NYSE would be valued at their closing prices unless the Trust’s
Valuation Committee determines that a “fair value” adjustment is appropriate due to subsequent events. A Fund’s
NAV is determined by dividing the value of a Fund’s portfolio securities, cash and other assets (including accrued interest)
allocable to such class, less all liabilities (including accrued expenses) allocable to such class, by the total number of outstanding
shares of such class. Each Fund’s NAV may be calculated earlier if permitted by the SEC. The NYSE is closed on weekends
and most U.S. national holidays. However, foreign securities listed primarily on non-U.S. markets may trade on weekends or other
days on which a Fund does not value its shares, which may significantly affect the Fund’s NAV on days when you are not able
to buy or sell Fund shares.

The Funds’ securities generally are
valued at market price. Securities are valued at fair value when market quotations are not readily available. The Board has adopted
procedures to be followed when a Fund must utilize fair value pricing, including when reliable market quotations are not readily
available, when the Funds’ pricing service does not provide a valuation (or provides a valuation that, in the judgment of
the Advisor, does not represent the security’s fair value), or when, in the judgment of the Advisor, events have rendered
the market value unreliable (see, for example, the discussion of fair value pricing of foreign securities in the paragraph below).
Valuing securities at fair value involves reliance on the judgment of the Advisor and the Board (or a committee thereof), and may
result in a different price being used in the calculation of a Fund’s NAV from quoted or published prices for the same securities.
Fair value determinations are made in good faith in accordance with procedures adopted by the Board. There can be no assurance
that a Fund will obtain the fair value assigned to a security if it sells the security.

In certain circumstances, a Funds employs
fair value pricing to ensure greater accuracy in determining daily NAVs and to prevent dilution by frequent traders or market
timers who seek to exploit temporary market anomalies. Fair value pricing may be applied to foreign securities held by a Fund
upon the occurrence of an event after the close of trading on non-U.S. markets but before the close of trading on the NYSE when
a Fund’s NAVs are determined. If the event may result in a material adjustment to the price of the Funds’ foreign
securities once non-U.S. markets open on the following business day (such as, for example, a significant surge or decline in the
U.S. market), the Funds may value such foreign securities at fair value, taking into account the effect of such event, in order
to calculate the Funds’ NAVs.

Other types of portfolio securities that
a Fund may fair value include, but are not limited to: (1) investments that are illiquid or traded infrequently, including “restricted”
securities and private placements for which there is no public market; (2) investments for which, in the judgment of the Advisor,
the market price is stale; (3) securities of an issuer that has entered into a restructuring; (4) securities for which trading
has been halted or suspended; and (5) fixed income securities for which there is no current market value quotation.

Purchase of Shares

Each Fund offers one class of shares.

To purchase shares of a Fund, you must
invest at least the minimum amount indicated in the following table.

Investissement minimum

To Open

Jūsų sąskaita

To Add to

Jūsų sąskaita

Direct Regular Accounts $2,500 $500
Direct Retirement Accounts $2,500 $500
Automatic Investment Plan $2,500 $100
Gift Account For Minors $2,500 $500

Shares of a Fund may be purchased by check,
by wire transfer of funds via a bank or through an approved financial intermediary (c'est-à-dire, a supermarket, investment advisor,
financial planner or consultant, broker, dealer or other investment professional and their agents) authorized by the Funds to receive
purchase orders. Financial intermediaries may provide varying arrangements for their clients to purchase and redeem shares, which
may include different investment minimums. In addition, from time to time, a financial intermediary may modify or waive the initial
and subsequent investment minimums.

You may make an initial investment in an
amount greater than the minimum amounts shown in the preceding table and a Fund may, from time to time, reduce or waive the minimum
initial investment amounts. The minimum initial investment amount is automatically waived for Funds shares purchased by Trustees
of the Trust and current or retired directors and employees of the Advisor and its affiliates.

To the extent allowed by applicable law,
each Fund reserves the right to discontinue offering shares at any time or to cease operating entirely.

In-Kind Purchases and Redemptions

Each Fund reserves the right to accept
payment for shares in the form of securities that are permissible investments for the Fund. Each Fund also reserves the right to
pay redemptions by an “in-kind” distribution of portfolio securities (instead of cash) from the Fund. In-kind purchases
and redemptions are taxable events and may result in the recognition of gain or loss for federal income tax purposes. See the SAI
for further information about the terms of these purchases and redemptions.

Additional Investments

Additional subscriptions in a Fund generally
may be made by investing at least the minimum amount shown in the table above. Exceptions may be made at a Fund’s discretion.
You may purchase additional shares of a Fund by sending a check together with the investment stub from your most recent account
statement to the Fund at the applicable address listed in the table below. Please ensure that you include your account number on
the check. If you do not have the investment stub from your account statement, list your name, address and account number on a
separate sheet of paper and include it with your check. You may also make additional investments in a Fund by wire transfer of
funds or through an approved financial intermediary. The minimum additional investment amount is automatically waived for shares
purchased by Trustees of the Trust and current or retired directors and employees of the Advisor and its affiliates. Please follow
the procedures described in this Prospectus.

Dividend Reinvestment

You may reinvest dividends and capital
gains distributions in shares of a Fund. Such shares are acquired at NAV on the applicable payable date of the dividend or capital
gain distribution. Unless you instruct otherwise, dividends and distributions on Fund shares are automatically reinvested in shares
of the same class of the Fund paying the dividend or distribution. This instruction may be made by writing to the Transfer Agent
or by telephone by calling 1-888-665-1414. You may, on the account application form or prior to any declaration, instruct that
dividends and/or capital gain distributions be paid in cash or be reinvested in the Funds at the next determined NAV. If you elect
to receive dividends and/or capital gain distributions in cash and the U.S. Postal Service cannot deliver the check, or if a check
remains outstanding for six months or more, each Fund reserves the right to reinvest the distribution check in your account at
the Fund’s current NAV and to reinvest all subsequent distributions.

Customer Identification Information

To help the government fight the funding
of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information
that identifies each person who opens an account. When you open an account, you will be asked for your name, date of birth (for
a natural person), your residential address or principal place of business, and mailing address, if different, as well as your
Social Security Number or Taxpayer Identification Number. Additional information is required for corporations, partnerships and
other entities including the name, residential address, date of birth and Social Security Number of the underlying beneficial owners
and authorized control persons of entity owners. Applications without such information will not be considered in good order. Each
Fund reserves the right to deny any application if the application is not in good order.

This Prospectus should not be considered
a solicitation to purchase or as an offer to sell shares of the Funds in any jurisdiction where it would be unlawful to do so under
the laws of that jurisdiction. Please note that the value of your account may be transferred to the appropriate state if no activity
occurs in the account within the time period specified by state law.

Automatic Investment Plan

If you intend to use the Automatic Investment
Plan (“AIP”), you may open your account with the initial minimum investment amount. Once an account has been opened,
you may make additional investments in the Funds at regular intervals through the AIP. If elected on your account application,
funds can be automatically transferred from your checking or savings account on the 5des milliers, 10des milliers, 15des milliers,
20des milliers or 25des milliers of each month. In order to participate in the AIP, each additional subscription must be at least
$100, and your financial institution must be a member of the Automated Clearing House (“ACH”) network. The first AIP
purchase will be made 15 days after the transfer agent (the “Transfer Agent”) receives your request in good order.
The Transfer Agent will charge a $25 fee for any ACH payment that is rejected by your bank. Your AIP will be terminated if two
successive mailings we send to you are returned by the U.S. Postal Service as undeliverable. You may terminate your participation
in the AIP at any time by notifying the Transfer Agent at 1-888-665-1414 at least five days prior to the date of the next AIP transfer.
A Fund may modify or terminate the AIP at any time without notice.

Timing and Nature of Requests

The purchase price you will pay for a Fund’s
shares will be the next NAV calculated after the Transfer Agent or your authorized financial intermediary receives your request
in good order. “Good order” means that your purchase request includes: (1) the name of the Fund, (2) the dollar amount
of shares to be purchased, (3) your purchase application or investment stub, and (4) a check payable to Advisory Research
Funds
. All requests received in good order before 4:00 p.m. (Eastern Time) on any business day will be processed on that
same day. Requests received at or after 4:00 p.m. (Eastern Time) will be transacted at the next business day’s NAV. All purchases
must be made in U.S. Dollars and drawn on U.S. financial institutions.

Methods of Buying

Through a broker-dealer or other financial intermediary The Funds are offered through certain approved financial intermediaries (and their agents). The Funds are also offered directly. A purchase order placed with a financial intermediary or its authorized agent is treated as if such order were placed directly with the Funds, and will be deemed to have been received by the Funds when the financial intermediary or its authorized agent receives the order and executed at the next NAV calculated by the Funds. Your financial intermediary will hold your shares in a pooled account in its (or its agent’s) name. A Fund may pay your financial intermediary (or its agent) to maintain your individual ownership information, maintain required records, and provide other shareholder services. A financial intermediary which offers shares may charge its individual clients transaction fees which may be in addition to those described in this Prospectus. If you invest through your financial intermediary, the policies and fees may be different than those described in this Prospectus. For example, the financial intermediary may charge transaction fees or set different minimum investments. Your financial intermediary is responsible for processing your order correctly and promptly, keeping you advised of the status of your account, confirming your transactions and ensuring that you receive copies of the Funds’ Prospectus. Please contact your financial intermediary to determine whether it is an approved financial intermediary of the Funds or for additional information.
By mail A Fund will not accept payment in cash, including cashier’s checks. Also, to prevent check fraud, a Fund will not accept third party checks, Treasury checks, credit card checks, traveler’s checks, money orders or starter checks for the purchase of shares. All checks must be made in U.S. Dollars and drawn on U.S. financial institutions.
To buy shares directly from a Fund by mail, complete an account application and send it together with your check for the amount you wish to invest to the Funds at the address indicated below. To make additional investments once you have opened your account, write your account number on the check and send it to the Funds together with the most recent confirmation statement received from the Transfer Agent. If your check is returned for insufficient funds, your purchase will be canceled and a $25 fee will be assessed against your account by the Transfer Agent.

Regular Mail:
Advisory Research Funds
P.O. Box 2175
Milwaukee, Wisconsin 53201
Overnight Delivery:
Advisory Research Funds
235 West Galena Street
Milwaukee, Wisconsin 53212
The Funds do not consider the U.S. Postal Service or other independent delivery services to be its agents.
By telephone To make additional investments by telephone, you must authorize telephone purchases on your account application. If you have given authorization for telephone transactions and your account has been open for at least 15 days, call the Transfer Agent toll-free at 1-888-665-1414 and you will be allowed to move money in amounts of at least $500 but not greater than $50,000.00 from your bank account to the Funds’ account upon request. Only bank accounts held at U.S. institutions that are ACH members may be used for telephone transactions. If your order is placed before 4:00 p.m. (Eastern Time) on a business day shares will be purchased in your account at the NAV calculated on that day. Orders received at or after 4:00 p.m. (Eastern Time) will be transacted at the next business day’s NAV. For security reasons, requests by telephone will be recorded.
By wire To open an account by wire, a completed account application form must be received by the Funds before your wire can be accepted. You may mail or send by overnight delivery your account application form to the Transfer Agent. Upon receipt of your completed account application form, an account will be established for you. The account number assigned to you will be required as part of the wiring instruction that should be provided to your bank to send the wire. Your bank must include the name of the relevant Fund, the account number, and your name so that monies can be correctly applied. Your bank should transmit monies by wire to:
UMB Bank, n.a.
ABA Number 101000695
For credit to Advisory Research Funds
A/C # 987 191 6707
For further credit to:
Advisory Research Funds
Your account number(s)
Name(s) of investor(s)
Social Security Number or Taxpayer Identification Number
Before sending your wire, please contact the Transfer Agent at 1-888-665-1414 to notify it of your intention to wire funds. This will ensure prompt and accurate credit upon receipt of your wire. Your bank may charge a fee for its wiring service.
Wired funds must be received prior to 4:00 p.m. (Eastern Time) on a business day to be eligible for same day pricing. The Funds and UMB Bank, n.a. are not responsible for the consequences of delays resulting from the banking or Federal Reserve wire system, or from incomplete wiring instructions.

Selling (Redeeming) Fund Shares

Through a broker-dealer or other financial intermediary If you purchased your shares through an approved financial intermediary, your redemption order must be placed through the same financial intermediary. The Funds will be deemed to have received a redemption order when a financial intermediary (or its authorized agent) receives the order. The financial intermediary must receive your redemption order prior to 4:00 p.m. (Eastern Time) on a business day for the redemption to be processed at the current day’s NAV. Orders received at or after 4:00 p.m. (Eastern Time) on a business day or on a day when the Funds do not value its shares will be transacted at the next business day’s NAV. Please keep in mind that your financial intermediary may charge additional fees for its services. In the event your approved financial intermediary is no longer available or in operation, you may place your redemption order directly with the Funds as described below.
By mail You may redeem shares purchased directly from a Fund by mail. Send your written redemption request to Advisory Research Funds at the address indicated below. Your request must be in good order and contain the relevant Fund’s name, the name(s) on the account, your account number and the dollar amount or the number of shares to be redeemed. The redemption request must be signed by all shareholders listed on the account. Additional documents are required for certain types of shareholders, such as corporations, partnerships, executors, trustees, administrators, or guardians (i.e., corporate resolutions dated within 60 days, or trust documents indicating proper authorization).
Regular Mail:
Advisory Research Funds
P.O. Box 2175
Milwaukee, Wisconsin 53201
Overnight Delivery:
Advisory Research Funds
235 West Galena Street
Milwaukee, Wisconsin 53212
A Medallion signature guarantee must be included if any of the following situations apply:

You
wish to redeem more than $50,000 worth of shares;

When
redemption proceeds are sent to any person, address or bank account not on record;

If
a change of address was received by the Transfer Agent within the last 15 days;

If
ownership is changed on your account; arba

When
establishing or modifying certain services on your account.

By telephone To redeem shares by telephone, call the Funds at 1-888-665-1414 and specify the amount of money you wish to redeem. You may have a check sent to the address of record, or, if previously established on your account, you may have proceeds sent by wire or electronic funds transfer through the ACH network directly to your bank account. Wire transfers are subject to a $20 fee paid by the shareholder and your bank may charge a fee to receive wired funds. Checks sent via overnight delivery are subject to a $25 charge. You do not incur any charge when proceeds are sent via the ACH network; however, credit may not be available for two to three business days.
If you are authorized to perform telephone transactions (either through your account application form or by subsequent arrangement in writing with the Funds), you may redeem shares worth up to $50,000, by instructing the Funds by phone at 1-888-665-1414. Unless noted on the initial account application, a Medallion signature guarantee is required of all shareholders in order to qualify for or to change telephone redemption privileges.
Note: The Funds and all of their service providers will not be liable for any loss or expense in acting upon instructions that are reasonably believed to be genuine. To confirm that all telephone instructions are genuine, the caller must verify the following:

Fund account number;

name in which his or her account is registered;

Social Security Number or Taxpayer Identification Number under which the account is registered; ir

address of the account holder, as stated in the account application form.

Medallion Signature Guarantee

In addition to the situations described
above, each Fund reserves the right to require a Medallion signature guarantee in other instances based on the circumstances relative
to the particular situation.

Shareholders redeeming more than $50,000
worth of shares by mail should submit written instructions with a Medallion signature guarantee from an eligible institution acceptable
to the Transfer Agent, such as a domestic bank or trust company, broker, dealer, clearing agency or savings association, or from
any participant in a Medallion program recognized by the Securities Transfer Association. The three currently recognized Medallion
programs are Securities Transfer Agents Medallion Program, Stock Exchanges Medallion Program and New York Stock Exchange, Inc.
Medallion Signature Program. Signature guarantees that are not part of these programs will not be accepted. Participants in Medallion
programs are subject to dollar limitations which must be considered when requesting their guarantee. The Transfer Agent may reject
any signature guarantee if it believes the transaction would otherwise be improper. A notary public cannot provide a signature
guarantee.

Systematic Withdrawal Plan

You may request that a predetermined dollar
amount be sent to you on a monthly or quarterly basis. Your account must maintain a value of at least $2,500 for you to be eligible
to participate in the Systematic Withdrawal Plan (“SWP”). The minimum withdrawal amount is $100. If you elect to receive
redemptions through the SWP, the relevant Fund will send a check to your address of record, or will send the payment via electronic
funds transfer through the ACH network, directly to your bank account on record. You may request an application for the SWP by
calling the Transfer Agent toll-free at 1-888-665-1414. A Fund may modify or terminate the SWP at any time. You may terminate your
participation in the SWP by calling the Transfer Agent at least five business days before the next withdrawal.

Payment of Redemption Proceeds

You may redeem shares of a Fund at a price
equal to the NAV next determined after the Transfer Agent and/or authorized agent receives your redemption request in good order.
Generally, your redemption request cannot be processed on days the NYSE is closed. Redemption proceeds for requests received in
good order by the Transfer Agent and/or authorized agent before the close of the regular trading session of the NYSE (generally,
4:00 p.m. Eastern Time) will usually be sent to the address of record or the bank you indicate, or wired using the wire instructions
on record, on the following business day. Payment of redemption proceeds may take longer than typically expected, but will be sent
within seven calendar days after the Fund receives your redemption request, except as specified below.

If you purchase shares using a check and
request a redemption before the check has cleared, a Fund may postpone payment of your redemption proceeds up to 15 calendar days
while the Fund waits for the check to clear. Furthermore, a Fund may suspend the right to redeem shares or postpone the date of
payment upon redemption for more than seven calendar days: (1) for any period during which the NYSE is closed (other than customary
weekend or holiday closings) or trading on the NYSE is restricted; (2) for any period during which an emergency exists affecting
the sale of the Fund’s securities or making such sale or the fair determination of the value of the Fund’s net assets
not reasonably practicable; or (3) for such other periods as the SEC may permit for the protection of the Funds’ shareholders.

Reinstatement Privilege

A shareholder who has had his or her shares
redeemed or repurchased and has not previously exercised the reinstatement privilege may, within 60 days after the date of the
redemption or repurchase, reinstate any portion or all of the proceeds of such redemption or repurchase in shares of the Funds
in the same Class from which such shares were redeemed or repurchased, at NAV next determined after a reinstatement request (made
in writing to and approved by the Fund), together with the proceeds, is received by the Transfer Agent.

Other Redemption Information

IRA and retirement plan redemptions from
accounts for which UMB Bank, n.a. is the custodian must be completed on an IRA Distribution Form or other acceptable form approved
by UMB Bank, n.a. Shareholders who hold shares of a Fund through an IRA or other retirement plan, must indicate on their redemption
requests whether to withhold federal income tax. Such redemption requests will generally be subject to a 10% federal income tax
withholding unless a shareholder elects not to have taxes withheld. An IRA owner with a foreign residential address may not elect
to forgo the 10% withholding. In addition, if you are a resident of certain states, state income tax also applies to non-Roth IRA
distributions when federal withholding applies. Please consult with your tax professional.

A Fund generally pays sale (redemption)
proceeds in cash. A Fund typically expects to satisfy redemption requests by selling portfolio assets or by using holdings of
cash or cash equivalents. A Fund may utilize a temporary overdraft facility offered through its custodian, UMB Bank, n.a., in
order to assist the Fund in meeting redemption requests. A Fund uses these methods during both normal and stressed market conditions.
During conditions that make the payment of cash unwise and/or in order to protect the interests of a Fund’s remaining shareholders,
a Fund may pay all or part of a shareholder’s redemption proceeds in portfolio securities with a market value equal to the
redemption price (redemption-in-kind) in lieu of cash. A Fund may redeem shares in kind during both normal and stressed market
conditions. Generally, in kind redemptions will be effected through a pro rata distribution of a Fund’s portfolio securities.
If a Fund redeems your shares in kind, you will bear any market risks associated with investment in these securities, and you
will be responsible for the costs (including brokerage charges) of converting the securities to cash.

A Fund may redeem all of the shares held
in your account if your balance falls below the Fund’s minimum initial investment amount due to your redemption activity.
In these circumstances, the relevant Fund will notify you in writing and request that you increase your balance above the minimum
initial investment amount within 30 days of the date of the notice. If, within 30 days of a Fund’s written request, you have
not increased your account balance, your shares will be automatically redeemed at the current NAV. A Fund will not require that
your shares be redeemed if the value of your account drops below the investment minimum due to fluctuations of the Fund’s
NAV.

Cost Basis Information

Federal tax law requires that regulated
investment companies, such as the Funds, report their shareholders’ cost basis, gain/loss, and holding period to the IRS
on the shareholders’ Consolidated Form 1099s when “covered” shares of the regulated investment companies are
sold. Covered shares are any shares acquired (including pursuant to a dividend reinvestment plan) on or after January 1, 2012.

Each Fund has chosen “first-in, first-out”
(“FIFO”) as its standing (default) tax lot identification method for all shareholders, which means this is the method
the Fund will use to determine which specific shares are deemed to be sold when there are multiple purchases on different dates
at differing net asset values, and the entire position is not sold at one time. The Funds’ standing tax lot identification
method is the method it will use to report the sale of covered shares on your Consolidated Form 1099 if you do not select a specific
tax lot identification method. Redemptions are taxable and you may realize a gain or a loss upon the sale of your shares. Certain
shareholders may be subject to backup withholding.

Subject to certain limitations, you may
choose a method other than the Funds’ standing method at the time of your purchase or upon the sale of covered shares. For
all shareholders using a method other than the specific tax lot identification method, a Fund first redeems shares you acquired
on or before December 30, 2011, and then applies your elected method to shares acquired after that date.
Please refer to the
appropriate Treasury regulations or consult your tax advisor with regard to your personal circumstances.

Tools to Combat Frequent Transactions

The Trust’s Board of Trustees
has adopted policies and procedures with respect to frequent purchases and redemptions of Fund shares by Fund shareholders.
Trust discourages excessive, short-term trading and other abusive trading practices that may disrupt portfolio management strategies
and harm a Fund’s performance. The Trust takes steps to reduce the frequency and effect of these activities on the Funds.
These steps may include monitoring trading activity and using fair value pricing. In addition, the Trust may take action, which
may include using its best efforts to restrict a shareholder from making additional purchases in a Fund, if that shareholder has
engaged in four or more “round trips” in the Fund during a 12-month period. Although these efforts (which are described
in more detail below) are designed to discourage abusive trading practices, these tools cannot eliminate the possibility that
such activity may occur. Further, while the Trust makes efforts to identify and restrict frequent trading, the Trust receives
purchase and sale orders through financial intermediaries and cannot always know or detect frequent trading that may be facilitated
by the use of intermediaries or the use of group or omnibus accounts by those intermediaries. The Trust seeks to exercise its
judgment in implementing these tools to the best of its ability in a manner that the Trust believes is consistent with the interests
of Fund shareholders.

Redemption Fee You will be charged a redemption fee of 2.00% of the value of the Fund shares being redeemed if you redeem your shares of a Fund within 90 days of purchase. The FIFO method is used to determine the holding period; this means that if you bought shares on different days, the shares purchased first will be redeemed first for the purpose of determining whether the redemption fee applies. The redemption fee is deducted from the sale proceeds and is retained by a Fund for the benefit of its remaining shareholders. The fee will not apply to redemptions (i) due to a shareholder’s death or disability, (ii) from certain omnibus accounts with systematic or contractual limitations, (iii) of shares acquired through reinvestments of dividends or capital gains distributions, (iv) through certain employer-sponsored retirement plans or employee benefit plans or, with respect to any such plan, to comply with minimum distribution requirements, (v) effected pursuant to asset allocation programs, wrap fee programs, and other investment programs offered by financial institutions where investment decisions are made on a discretionary basis by investment professionals, (vi) effected pursuant to an automatic non-discretionary rebalancing program, (vii) effected pursuant to the SWP, or (viii) by the Fund with respect to accounts falling below the minimum initial investment amount. The Trust reserves the right to waive this fee in other circumstances if the Advisor determines that doing so is in the best interests of a Fund.
Monitoring Trading Practices The Trust may monitor trades in Fund shares in an effort to detect short-term trading activities. If, as a result of this monitoring, the Trust believes that a shareholder of a Fund has engaged in excessive short-term trading, it may, in its discretion, ask the shareholder to stop such activities or refuse to process purchases in the shareholder’s accounts. In making such judgments, the Trust seeks to act in a manner that it believes is consistent with the best interest of Fund shareholders. Due to the complexity and subjectivity involved in identifying abusive trading activity, there can be no assurance that the Trust’s efforts will identify all trades or trading practices that may be considered abusive.

General Transaction Policies

Some of the following policies are mentioned
above. In general, each Fund reserves the right to:

vary or waive any minimum investment requirement;
refuse, change, discontinue, or temporarily suspend account services, including purchase or telephone
redemption privileges (if redemption by telephone is not available, you may send your redemption order to the Funds via regular
or overnight delivery), for any reason;
reject any purchase request for any reason (generally, a Fund does this if the purchase is disruptive
to the efficient management of the Fund due to the timing of the investment or an investor’s history of excessive trading);
delay paying redemption proceeds for up to seven calendar days after receiving a request, if an
earlier payment could adversely affect a Fund;
reject any purchase or redemption request that does not contain all required documentation; ir
subject to applicable law and with prior notice, adopt other policies from time to time requiring
mandatory redemption of shares in certain circumstances.

If you elect telephone privileges on the
account application or in a letter to a Fund, you may be responsible for any fraudulent telephone orders as long as the Fund and/or
its service providers have taken reasonable precautions to verify your identity. In addition, once you place a telephone transaction
request, it cannot be canceled or modified.

During periods of significant economic
or market change, telephone transactions may be difficult to complete. If you are unable to contact a Fund by telephone, you may
also mail your request to the Fund at the address listed under “Methods of Buying.”

Your broker or other financial intermediary
may establish policies that differ from those of the Funds. For example, the organization may charge transaction fees, set higher
minimum investments, or impose certain limitations on buying or selling shares in addition to those identified in this Prospectus.
Contact your broker or other financial intermediary for details.

Please note that the value of your account
may be transferred to the appropriate state if no activity occurs in the account within the time period specified by state law.

Exchange Privilege

Shareholders may exchange shares of
each Fund for shares of another Advisory Research Fund. The amount of the exchange must be equal to or greater than the required
minimum initial investment of the other fund, as stated in that fund’s prospectus. You may realize either a gain or loss
on those shares and will be responsible for paying the appropriate taxes. If you exchange shares through a broker, the broker
may charge you a transaction fee. You may exchange shares by sending a written request to the Funds or by telephone. Be sure that
your written request includes the dollar amount or number of shares to be exchanged, the name(s) on the account and the account
number(s), and is signed by all shareholders on the account. In order to limit expenses, each Fund reserves the right to limit
the total number of exchanges you can make in any year.

Prospectus and Shareholder Report Mailings

In order to reduce the amount of mail you
receive and to help reduce expenses, we generally send a single copy of any shareholder report and Prospectus to each household.
If you do not want the mailing of these documents to be combined with those of other members of your household, please contact
your authorized dealer or the Transfer Agent.

Additional Information

The Funds enter into contractual arrangements
with various parties, including among others the Advisor, who provide services to the Funds. Shareholders are not parties to, or
intended (or “third party”) beneficiaries of, those contractual arrangements.

The Prospectus and the SAI provide information
concerning the Funds that you should consider in determining whether to purchase shares of a Fund. The Funds may make changes to
this information from time to time. Neither this Prospectus nor the SAI is intended to give rise to any contract rights or other
rights in any shareholder, other than any rights conferred by federal or state securities laws that may not be waived.

DIVIDENDS AND DISTRIBUTIONS

The All Cap Value Fund will make distributions
of net investment income, if any, at least annually, typically in December. The Strategic Income Fund will make distributions
of net investment income monthly. Each Fund makes distributions of its net capital gains, if any, at least annually. A Fund may
make additional payments of dividends or distributions if it deems it desirable at any other time during the year.

All dividends and distributions will be
reinvested in 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 Fund shares; or (2) to receive all dividends and distributions in cash.
If you wish to change your distribution option, please write to the Transfer Agent before the payment date of the distribution.

If you elect to receive distributions in
cash and the U.S. Postal Service cannot deliver your check, or if your distribution check has not been cashed for six months, each
Fund reserves the right to reinvest the distribution check in your account at the Fund’s then current NAV and to reinvest
all subsequent distributions.

FEDERAL INCOME TAX CONSEQUENCES

The following discussion is very general
and does not address investors subject to special rules, such as investors who hold Fund shares through an IRA, 401(k) plan or
other tax-advantaged account. The SAI contains further information about taxes. Because each shareholder’s circumstances
are different and special tax rules may apply, you should consult your tax advisor about your investment in a Fund.

The Tax Cuts and Jobs Act (the “Tax
Act”) made significant changes to the U.S. federal income tax rules for taxation of individuals and corporations, generally
effective for taxable years beginning after December 31, 2017. Many of the changes applicable to individuals are temporary and
only apply to taxable years beginning after December 31, 2017 and before January 1, 2026. There are only minor changes with respect
to the specific rules applicable to a RIC, such as the Fund. The Tax Act, however, made numerous other changes to the tax rules
that may affect shareholders and the Funds. You are urged to consult your own tax advisor regarding how the Tax Act affects your
investment in a Fund.

You will generally have to pay federal
income taxes, as well as any state or local taxes, on distributions received from a Fund, whether paid in cash or reinvested in
additional shares. If you sell Fund shares, it is generally considered a taxable event. If you exchange shares of a Fund for shares
of another fund, the exchange will be treated as a sale of the Fund’s shares and any gain on the transaction may be subject
to federal income tax.

Distributions of net investment income,
other than “qualified dividend income,” and distributions of net short-term capital gains, are taxable for federal
income tax purposes at ordinary income tax rates. Distributions from a Fund’s net capital gain (i.e., the excess of
its net long-term capital gain over its net short-term capital loss) are taxable for federal income tax purposes as long-term capital
gain, regardless of how long the shareholder has held Fund shares.

Dividends paid by a Fund (but none of a
Fund’s capital gain distributions) may qualify in part for the dividends received deduction available to corporate shareholders,
provided certain holding period and other requirements are satisfied. Distributions of investment income that a Fund reports as
“qualified dividend income” may be eligible to be taxed to non-corporate shareholders at the reduced rates applicable
to long-term capital gain if derived from the Fund’s qualified dividend income and if certain other requirements are satisfied.
“Qualified dividend income” generally is income derived from dividends paid by U.S. corporations or certain foreign
corporations that are either incorporated in a U.S. possession or eligible for tax benefits under certain U.S. income tax treaties.
In addition, dividends that a Fund receives in respect of stock of certain foreign corporations may be qualified dividend income
if that stock is readily tradable on an established U.S. securities market.

You may want to avoid buying shares of
a Fund just before it declares a distribution (on or before the record date), because such a distribution will be taxable to you
even though it may effectively be a return of a portion of your investment.

Although distributions are generally taxable
when received, dividends declared in October, November or December to shareholders of record as of a date in such month and paid
during the following January are treated as if received on December 31 of the calendar year when the dividends were declared.

Information on the federal income tax status
of dividends and distributions is provided annually.

Dividends and distributions from a Fund
and net gain from redemptions of Fund shares will generally be taken into account in determining a shareholder’s “net
investment income” for purposes of the Medicare contribution tax applicable to certain individuals, estates and trusts.

If you do not provide the Funds with your
correct taxpayer identification number and any required certifications, you will be subject to backup withholding on your redemption
proceeds, dividends and other distributions. The backup withholding rate is currently 24%.

Dividends and certain other payments made
by a Fund to a non-U.S. shareholder are subject to withholding of federal income tax at the rate of 30% (or such lower rate as
may be determined in accordance with any applicable treaty).

Dividends that are reported by a Fund
as “interest-related dividends” or “short-term capital gain dividends” are generally exempt from such
withholding. In general, a Fund may report interest-related dividends to the extent of its net income derived from U.S.-source
interest and the Fund may report short-term capital gain dividends to the extent its net short-term capital gain for the taxable
year exceeds its net long-term capital loss. Backup withholding will not be applied to payments that have been subject to the
30% withholding tax described in this paragraph.

Under legislation commonly referred
to as “FATCA,” unless certain non-U.S. entities that hold shares comply with IRS requirements that will generally
require them to report information regarding U.S. persons investing in, or holding accounts with, such entities, a 30% withholding
tax may apply to Fund distributions payable to such entities. A non-U.S. shareholder may be exempt from the withholding described
in this paragraph under an applicable intergovernmental agreement between the United States and a foreign government, provided
that the shareholder and the applicable foreign government comply with the terms of the agreement.

Some of a Fund’s investment income
may be subject to foreign income taxes that are withheld at the country of origin. Tax treaties between certain countries and the
United States may reduce or eliminate such taxes, but there can be no assurance that a Fund will qualify for treaty benefits.

FINANCIAL HIGHLIGHTS

The following tables are intended to
help you understand each Fund’s financial performance. Certain information reflects financial results for a single Fund
share. The total return figures represent the percentage that an investor in a Fund would have earned (or lost) on an investment
in the Fund (assuming reinvestment of all dividends and distributions). The financial information for the periods shown has been
audited by ( ), an independent registered public accounting firm, whose report, along with each Fund’s financial statements,
is included in the Funds’ annual report, which is available upon request.

(To be provided by amendment.)

Investment Advisor

Advisory Research, Inc.

Two Prudential Plaza

180 N. Stetson, Suite 5500

Chicago, Illinois 60601

Fund Co-Administrator

Mutual Fund Administration, LLC

2220 E. Route 66, Suite 226

Glendora, California 91740

Fund Co-Administrator, Transfer Agent
and Fund Accountant

UMB Fund Services, Inc.

235 West Galena Street

Milwaukee, Wisconsin 53212

Custodian

UMB Bank, n.a.

928 Grand Boulevard, 5des milliers Floor

Kansas City, Missouri 64106

Distributor

IMST Distributors, LLC

Three Canal Plaza, Suite 100

Portland, Maine 04101

www.foreside.com

Counsel to the Trust

Morgan, Lewis & Bockius LLP

600 Anton Boulevard, Suite 1800

Costa Mesa, California 92626

Independent Registered Public Accounting
Firm

(  )

Advisory Research Funds

Each a series of Investment Managers
Series Trust

FOR MORE INFORMATION

Statement of Additional Information
(SAI)

The SAI provides additional details about
the investments and techniques of the Funds and certain other additional information. A current SAI is on file with the SEC and
is incorporated into this Prospectus by reference. This means that the SAI is legally considered a part of this Prospectus even
though it is not physically within this Prospectus.

Shareholder Reports

Additional information about each Fund’s
investments is available in the Fund’s annual and semi-annual reports to shareholders. In each Fund’s annual report,
you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance
during its most recent fiscal year.

The Funds’ SAI is available and annual
and semi-annual reports are available free of charge on the Funds’ website, www.advisoryresearch.com. You can also obtain
a free copy of the Funds’ SAI or annual and semi-annual reports, request other information, or inquire about a Fund by contacting
a broker that sells shares of the Fund or by calling the Funds’ (toll-free) at 1-888-665-1414 or by writing to:

Advisory Research Funds

P.O. Box 2175

Milwaukee, Wisconsin 53201

Reports and other information about the
Funds are also available:

Free of charge on the SEC’s
                                         EDGAR Database on the SEC’s Internet site at http://www.sec.gov; arba
For a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov.

(Investment Company Act file no. 811- 21719.)

Statement of Additional Information

March 1, 2020

Advisory Research Funds

Advisory Research All Cap Value Fund
(Ticker Symbol: ADVGX)

Advisory Research Strategic Income Fund
(Ticker Symbol: ADVNX)

Each a series of Investment Managers Series
Trust

This statement of
additional information (“SAI”) is not a prospectus, and it should be read in conjunction with the prospectus for
the Advisory Research All Cap Value Fund (the "All Cap Value Fund") and Advisory Research Strategic Income Fund (the
"Strategic Income Fund") (each, a “Fund,” and collectively, the “Funds”) dated March 1, 2020 as may
be amended from time to time (the “Prospectus”). Each Fund is a series of Investment Managers Series Trust (the
“Trust”). Advisory Research, Inc. (“ARI” or the “Advisor”) is the investment advisor to
the Funds. A copy of the Prospectus may be obtained by contacting the Funds at the address or telephone number specified
below. The Funds’ Annual Report to shareholders for the fiscal year ended October 31, 2019, is incorporated by
reference herein. A copy of the Funds’ Annual Report can be obtained by contacting the Funds at the address or
telephone number specified below.

Advisory Research Funds

P.O. Box 2175

Milwaukee, Wisconsin 53201

1-888-665-1414

Turinys

THE
    TRUST AND THE FUNDS
B-2
INVESTMENT
    STRATEGIES, POLICIES AND RISKS
B-2
MANAGEMENT
    OF THE FUNDS
B-27
PORTFOLIO
    TRANSACTIONS AND BROKERAGE
B-40
PORTFOLIO
    TURNOVER
B-42
PROXY VOTING
    POLICY
B-42
ANTI-MONEY
    LAUNDERING PROGRAM
B-42
PORTFOLIO
    HOLDINGS INFORMATION
B-43
DETERMINATION
    OF NET ASSET VALUE
B-44
PURCHASE AND
    REDEMPTION OF FUND SHARES
B-45
FEDERAL INCOME
    TAX MATTERS
B-46
DIVIDENDS
    AND DISTRIBUTIONS
B-53
GENERAL INFORMATION B-53
FINANCIAL
    STATEMENTS
B-55
APPENDIX A
    DESCRIPTION OF SECURITIES RATINGS
B-56
APPENDIX B
    PROXY VOTING POLICIES AND PROCEDURES
B-61

THE TRUST AND THE FUNDS

The Trust is an open-end management investment
company organized as a Delaware statutory trust under the laws of the State of Delaware on February 15, 2005. The Trust currently
consists of a number of series of shares of beneficial interest. This SAI relates only to the Funds and not to the other series
of the Trust.

The Trust is registered with the Securities
and Exchange Commission (“SEC”) as an open-end management investment company. Such a registration does not involve
supervision of the management or policies of the Funds. The Prospectus of the Funds and this SAI omit certain of the information
contained in the Registration Statement filed with the SEC. Copies of such information may be obtained from the SEC upon payment
of the prescribed fee.

Each Fund is classified as a diversified
fund, which means it is subject to the diversification requirements under the Investment Company Act of 1940, as amended (the “1940
Act”). Under the 1940 Act, a diversified fund may not, with respect to 75% of its total assets, invest more than 5% of its
total assets in the securities of one issuer (and in not more than 10% of the outstanding voting securities of an issuer), excluding
cash, Government securities, and securities of other investment companies. Each Fund’s classification as a diversified fund
may only be changed with the approval of the Fund’s shareholders.

INVESTMENT STRATEGIES, POLICIES AND
RISKS

The discussion below supplements information
contained in the Funds’ Prospectus pertaining to the investment policies of the Funds.

PRINCIPAL INVESTMENT STRATEGIES, POLICIES AND RISKS

Equity
Securities

Common Stock. The Funds may invest
in common stock. Common stock represents an equity (ownership) interest in a company, and usually possesses voting rights and earns
dividends. Dividends on common stock are not fixed but are declared at the discretion of the issuer. Common stock generally represents
the riskiest investment in a company. In addition, common stock generally has the greatest appreciation and depreciation potential
because increases and decreases in earnings are usually reflected in a company’s stock price.

The fundamental risk of investing in common
stock is that the value of the stock might decrease. Stock values fluctuate in response to the activities of an individual company
or in response to general market and/or economic conditions. While common stocks have historically provided greater long-term returns
than preferred stocks, fixed-income and money market investments, common stocks have also experienced significantly more volatility
than the returns from those other investments.

Small- and Mid-Cap Stocks. The Funds
may invest in stock of companies with market capitalizations that are small compared to other publicly traded companies. Investments
in larger companies present certain advantages in that such companies generally have greater financial resources, more extensive
research and development, manufacturing, marketing and service capabilities, and more stability and greater depth of management
and personnel. Investments in smaller, less seasoned companies may present greater opportunities for growth but also may involve
greater risks than customarily are associated with more established companies. The securities of smaller companies may be subject
to more abrupt or erratic market movements than larger, more established companies. These companies may have limited product lines,
markets or financial resources, or they may be dependent upon a limited management group. Their securities may be traded in the
over-the-counter (“OTC”) market or on a regional exchange, or may otherwise have limited liquidity. As a result of
owning large positions in this type of security, a Fund is subject to the additional risk of possibly having to sell portfolio
securities at disadvantageous times and prices if redemptions require the Fund to liquidate its securities positions. In addition,
it may be prudent for a Fund, as its asset size grows, to limit the number of relatively small positions it holds in securities
having limited liquidity in order to minimize its exposure to such risks, to minimize transaction costs, and to maximize the benefits
of research. As a consequence, as a Fund’s asset size increases, the Fund may reduce its exposure to illiquid small capitalization
securities, which could adversely affect performance.

The Funds may also invest in stocks of
companies with medium market capitalizations (c'est-à-dire, mid cap companies). Such investments share some of the risk characteristics
of investments in stocks of companies with small market capitalizations described above, although mid cap companies tend to have
longer operating histories, broader product lines and greater financial resources and their stocks tend to be more liquid and less
volatile than those of smaller capitalization issuers.

Preferred Stocks. The Funds may
invest in preferred stock. Preferred stock is a class of stock having a preference over common stock as to the payment of dividends
and a share of the proceeds resulting from the issuer’s liquidation although preferred stock is usually subordinate to the
debt securities of the issuer. Some preferred stocks also entitle their holders to receive additional liquidation proceeds on the
same basis as the holders of the issuer’s common stock. Preferred stock typically does not possess voting rights and its
market value may change based on changes in interest rates. If interest rates rise, the fixed dividend on preferred stocks may
be less attractive, causing the price of preferred stocks to decline. Preferred stock may have mandatory sinking fund provisions,
as well as call/redemption provisions prior to maturity, a negative feature when interest rates decline. In addition, a fund may
receive stocks or warrants as a result of an exchange or tender of fixed income securities. Preference stock, which is more common
in emerging markets than in developed markets, is a special type of common stock that shares in the earnings of an issuer, has
limited voting rights, may have a dividend preference, and may also have a liquidation preference. Depending on the features of
the particular security, holders of preferred and preference stock may bear the risks regarding common stock or fixed income securities.

Convertible Securities. The Funds
may invest in convertible securities. A convertible security is a preferred stock, warrant or other security that may be converted
or exchanged for a prescribed amount of common stock or other security of the same or a different issuer or into cash within a
particular period of time at a specified price or formula. A convertible security generally entitles the holder to receive the
dividend or interest until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible
securities generally have characteristics similar to both fixed income and equity securities. Although to a lesser extent than
with fixed income securities generally, the market value of convertible securities tends to decline as interest rates increase
and, conversely, tends to increase as interest rates decline. In addition, because of the conversion feature, the market value
of convertible securities tends to vary with fluctuations in the market value of the underlying common stocks and, therefore, also
will react to variations in the general market for equity securities. A significant feature of convertible securities is that as
the market price of the underlying common stock declines, convertible securities tend to trade increasingly on a yield basis, and
so they may not experience market value declines to the same extent as the underlying common stock. When the market price of the
underlying common stock increases, the prices of the convertible securities tend to rise as a reflection of the value of the underlying
common stock. While no securities investments are without risk, investments in convertible securities generally entail less risk
than investments in common stock of the same issuer.

Debt
Securities

A Fund may invest in debt securities. Debt
securities are used by issuers to borrow money. Generally, issuers pay investors periodic interest and repay the amount borrowed
either periodically during the life of the security and/or at maturity. Some debt securities, such as zero coupon bonds, do not
pay current interest, but are purchased at a discount from their face values and accrue interest at the applicable coupon rate
over a specified time period. Some debt securities pay a periodic coupon that is not fixed; instead payments “float”
relative to a reference rate, such as LIBOR. This “floating rate” debt may pay interest at levels above or below the
previous interest payment. The market prices of debt securities fluctuate depending on such factors as interest rates, credit quality
and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall.

Lower rated debt securities, those rated
Ba or below by Moody’s Investors Service, Inc. (“Moody’s”) and/or BB or below by Standard & Poor’s
Ratings Group (“S&P”) or unrated but determined by the Advisor to be of comparable quality, are described by the
rating agencies as speculative and involve greater risk of default or price changes than higher rated debt securities due to changes
in the issuer’s creditworthiness or the fact that the issuer may already be in default. The market prices of these securities
may fluctuate more than higher quality securities and may decline significantly in periods of general economic difficulty. It may
be more difficult to sell or to determine the value of lower rated debt securities.

Certain additional risk factors related
to debt securities are discussed below:

Sensitivity to interest rate
and economic changes.
Debt securities may be sensitive to economic changes, political and corporate developments, and interest
rate changes. In addition, during an economic downturn or periods of rising interest rates, issuers that are highly leveraged may
experience increased financial stress that could adversely affect their ability to meet projected business goals, obtain additional
financing, and service their principal and interest payment obligations. Furthermore, periods of economic change and uncertainty
can be expected to result in increased volatility of market prices and yields of certain debt securities. For example, prices of
these securities can be affected by financial contracts held by the issuer or third parties (such as derivatives) related to the
security or other assets or indices.

Payment expectations. Debt
securities may contain redemption or call provisions. If an issuer exercises these provisions in a lower interest rate environment,
a Fund would have to replace the security with a lower yielding security, resulting in decreased income to investors. If the issuer
of a debt security defaults on its obligations to pay interest or principal or is the subject of bankruptcy proceedings, a Fund
may incur losses or expenses in seeking recovery of amounts owed to it.

Liquidity. Liquidity risk
may result from the lack of an active market or reduced number and capacity of traditional market participants to make a market
in fixed income securities, and may be magnified in a rising interest rate environment or other circumstances where investor redemptions
from fixed income mutual funds may be higher than normal, causing increased supply in the market due to selling activity. In such
cases, a Fund, due to limitations on investments in illiquid securities and the difficulty in purchasing and selling such securities
or instruments, may be unable to achieve its desired level of exposure to a certain sector. To the extent that a Fund’s principal
investment strategies involve investments in securities of companies with smaller market capitalizations, foreign non-U.S. securities,
Rule 144A securities, illiquid sectors of fixed income securities, derivatives or securities with substantial market and/or credit
risk, the Fund will tend to have the greatest exposure to liquidity risk. Further, fixed income securities with longer durations
until maturity face heightened levels of liquidity risk as compared to fixed income securities with shorter durations until maturity.
Finally, liquidity risk also refers to the risk of unusually high redemption requests or other unusual market conditions that may
make it difficult for a Fund to fully honor redemption requests within the allowable time period. Meeting such redemption requests
could require a Fund to sell securities at reduced prices or under unfavorable conditions, which would reduce the value of the
Fund. It may also be the case that other market participants may be attempting to liquidate fixed income holdings at the same time
as a Fund, causing increased supply in the market and contributing to liquidity risk and downward pricing pressure.

The Advisor attempts to reduce
the risks described above through diversification of a Fund’s portfolio, credit analysis of each issuer, and by monitoring
broad economic trends as well as corporate and legislative developments, but there can be no assurance that it will be successful
in doing so. Credit ratings of debt securities provided by rating agencies indicate a measure of the safety of principal and interest
payments, not market value risk. The rating of an issuer is a rating agency’s view of past and future potential developments
related to the issuer and may not necessarily reflect actual outcomes. There can be a lag between corporate developments and the
time a rating is assigned and updated.

Changing Fixed Income Market
Conditions
. Following the financial crisis that began in 2007, the U.S. government and the Board of Governors of the Federal
Reserve System (the “Federal Reserve”), as well as certain foreign governments and central banks, took steps to support
financial markets, including by keeping interest rates at historically low levels. This and other government interventions may
not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results.
The Federal Reserve has reduced its support activities and has raised interest rates. These policy changes may expose fixed-income
and related markets to heightened volatility and may reduce liquidity for certain Fund investments, which could cause the value
of a Fund’s investments and share price to decline. If a Fund invests in derivatives tied to fixed income markets it may
be more substantially exposed to these risks than a fund that does not invest in derivatives. To the extent a Fund experiences
high redemptions because of these policy changes, the Fund may experience increased portfolio turnover, which will increase the
costs that the Fund incurs and may lower the Fund’s performance. The liquidity levels of a Fund’s portfolio may also
be affected.

Bond markets have consistently
grown over the past three decades while the capacity for traditional dealer counterparties to engage in fixed income trading has
not kept pace and in some cases has decreased. As a result, dealer inventories of corporate bonds, which provide a core indication
of the ability of financial intermediaries to “make markets,” are at or near historic lows in relation to market size.
Because market makers provide stability to a market through their intermediary services, the significant reduction in dealer inventories
could potentially lead to decreased liquidity and increased volatility in the fixed income markets. Such issues may be exacerbated
during periods of economic uncertainty.

Bond Ratings. Bond rating
agencies may assign modifiers (such as +/–) to ratings categories to signify the relative position of a credit within the
rating category. Investment policies that are based on ratings categories should be read to include any security within that category,
without considering the modifier. Please refer to Appendix A for more information about credit ratings.

Lower-Rated Debt Securities. A Fund
may invest in lower-rated fixed-income securities (commonly known as “junk bonds”). The lower ratings reflect a greater
possibility that adverse changes in the financial condition of the issuer or in general economic conditions, or both, or an unanticipated
rise in interest rates, may impair the ability of the issuer to make payments of interest and principal. The inability (or perceived
inability) of issuers to make timely payment of interest and principal would likely make the values of securities held by a Fund
more volatile and could limit the Fund’s ability to sell its securities at prices approximating the values the Fund had placed
on such securities. In the absence of a liquid trading market for securities held by it, a Fund at times may be unable to establish
the fair value of such securities. Securities ratings are based largely on the issuer’s historical financial condition and
the rating agencies’ analysis at the time of rating. Consequently, the rating assigned to any particular security is not
necessarily a reflection of the issuer’s current financial condition, which may be better or worse than the rating would
indicate. In addition, the rating assigned to a security by Moody’s or S&P (or by any other nationally recognized securities
rating agency) does not reflect an assessment of the volatility of the security’s market value or the liquidity of an investment
in the security.

Like those of other fixed-income securities,
the values of lower-rated securities fluctuate in response to changes in interest rates. A decrease in interest rates will generally
result in an increase in the value of the Fund’s fixed-income assets. Conversely, during periods of rising interest rates,
the value of the Fund’s fixed-income assets will generally decline. The values of lower-rated securities may often be affected
to a greater extent by changes in general economic conditions and business conditions affecting the issuers of such securities
and their industries. Negative publicity or investor perceptions may also adversely affect the values of lower-rated securities.
Changes by nationally recognized securities rating agencies in their ratings of any fixed-income security and changes in the ability
of an issuer to make payments of interest and principal may also affect the value of these investments. Changes in the value of
portfolio securities generally will not affect income derived from these securities, but will affect the Fund’s net asset
value. A Fund will not necessarily dispose of a security when its rating is reduced below its rating at the time of purchase. Cependant
the Advisor will monitor the investment to determine whether its retention will assist in meeting the Fund’s investment objective.
Issuers of lower-rated securities are often highly leveraged, so that their ability to service their debt obligations during an
economic downturn or during sustained periods of rising interest rates may be impaired. Such issuers may not have more traditional
methods of financing available to them and may be unable to repay outstanding obligations at maturity by refinancing.

The risk of loss due to default in payment
of interest or repayment of principal by such issuers is significantly greater because such securities frequently are unsecured
and subordinated to the prior payment of senior indebtedness. It is possible that, under adverse market or economic conditions
or in the event of adverse changes in the financial condition of the issuer, a Fund could find it more difficult to sell these
securities when the Advisor believes it advisable to do so or may be able to sell the securities only at prices lower than if they
were more widely held. Under these circumstances, it may also be more difficult to determine the fair value of such securities
for purposes of computing the Fund’s net asset value. In order to enforce its rights in the event of a default, a Fund may
be required to participate in various legal proceedings or take possession of and manage assets securing the issuer’s obligations
on such securities. This could increase the Fund’s operating expenses and adversely affect the Fund’s net asset value.
The ability of a holder of a tax-exempt security to enforce the terms of that security in a bankruptcy proceeding may be more limited
than would be the case with respect to securities of private issuers. In addition, a Fund’s intention to qualify as a “regulated
investment company” under the Internal Revenue Code of 1986, as amended (the “Code”) may limit the extent to
which the Fund may exercise its rights by taking possession of such assets. To the extent a Fund invests in securities in the lower
rating categories, the achievement of the Fund’s investment objective is more dependent on the Advisor’s investment
analysis than would be the case if the Fund were investing in securities in the higher rating categories.

Over-the-Counter Transactions –
Fixed Income Securities.
A Fund may enter into OTC transactions involving fixed income securities. OTC transactions differ
from exchange-traded transactions in several respects. OTC transactions are transacted directly with dealers and not with a clearing
corporation. Without the availability of a clearing corporation, OTC transaction pricing is normally done by reference to information
from market makers, which information is carefully monitored by the Advisor and verified in appropriate cases. As OTC transactions
are transacted directly with dealers, there is a risk of nonperformance by the dealer as a result of the insolvency of such dealer
or otherwise. Each Fund intends to enter into OTC transactions only with dealers which agree to, and which are expected to be capable
of, entering into closing transactions with the Fund. There is also no assurance that a Fund will be able to liquidate an OTC transaction
at any time prior to expiration.

Municipal Bonds. A Fund may invest
in municipal bonds. Municipal bonds are debt obligations issued by the states, possessions, or territories of the United States
(including the District of Columbia) or a political subdivision, public instrumentality, agency, public authority or other governmental
unit of such states, possessions, or territories (e.g., counties, cities, towns, villages, districts and authorities). For
example, states, possessions, territories and municipalities may issue municipal bonds to raise funds for various public purposes
such as airports, housing, hospitals, mass transportation, schools, water and sewer works, gas, and electric utilities. They may
also issue municipal bonds to refund outstanding obligations and to meet general operating expenses. Municipal bonds may be general
obligation bonds or revenue bonds. General obligation bonds are secured by the issuer’s pledge of its full faith, credit
and taxing power for the payment of principal and interest. Revenue bonds are payable from revenues derived from particular facilities,
from the proceeds of a special excise tax or from other specific revenue sources. They are not usually payable from the general
taxing power of a municipality. In addition, certain types of “private activity” bonds may be issued by public authorities
to obtain funding for privately operated facilities, such as housing and pollution control facilities, for industrial facilities
and for water supply, gas, electricity and waste disposal facilities. Other types of private activity bonds are used to finance
the construction, repair or improvement of, or to obtain equipment for, privately operated industrial or commercial facilities.
Current federal tax laws place substantial limitations on the size of certain of such issues. In certain cases, the interest on
a private activity bond may not be exempt from federal income tax or the alternative minimum tax.

Foreign
Investments

The Funds may make foreign investments.
Investments in the securities of foreign issuers and other non-U.S. investments may involve risks in addition to those normally
associated with investments in the securities of U.S. issuers or other U.S. investments. All foreign investments are subject to
risks of foreign political and economic instability, adverse movements in foreign exchange rates, and the imposition or tightening
of exchange controls and limitations on the repatriation of foreign capital. Other risks stem from potential changes in governmental
attitude or policy toward private investment, which in turn raises the risk of nationalization, increased taxation or confiscation
of foreign investors’ assets.

The financial problems in global economies
over the past several years, including the European sovereign debt crisis, may continue to cause high volatility in global financial
markets. In addition, global economies are increasingly interconnected, which increases the possibilities that conditions in one
country or region might adversely impact a different country or region. The severity or duration of these conditions may also be
affected if one or more countries leave the Euro currency, or by other policy changes made by governments or quasi-governmental
organizations.

Additional non-U.S. taxes and expenses
may also adversely affect a Fund’s performance, including foreign withholding taxes on foreign securities’ dividends.
Brokerage commissions and other transaction costs on foreign securities exchanges are generally higher than in the United States.
Foreign companies may be subject to different accounting, auditing and financial reporting standards. To the extent foreign securities
held by a Fund are not registered with the SEC or with any other U.S. regulator, the issuers thereof will not be subject to the
reporting requirements of the SEC or any other U.S. regulator. Accordingly, less information may be available about foreign companies
and other investments than is generally available on issuers of comparable securities and other investments in the United States.
Foreign securities and other investments may also trade less frequently and with lower volume and may exhibit greater price volatility
than U.S. securities and other investments.

Changes in foreign exchange rates will
affect the value in U.S. Dollars of any foreign currency-denominated securities and other investments held by a Fund. Exchange
rates are influenced generally by the forces of supply and demand in the foreign currency markets and by numerous other political
and economic events occurring outside the United States, many of which may be difficult, if not impossible, to predict.

Income from any foreign securities and
other investments will be received and realized in foreign currencies, and the Funds are required to compute and distribute income
in U.S. Dollars. Accordingly, a decline in the value of a particular foreign currency against the U.S. Dollar occurring after a
Fund’s income has been earned and computed in U.S. Dollars may require a Fund to liquidate portfolio securities or other
investments to acquire sufficient U.S. Dollars to make a distribution. Similarly, if the exchange rate declines between the time
a Fund incurs expenses in U.S. Dollars and the time such expenses are paid, the Fund may be required to liquidate additional portfolio
securities or other investments to purchase the U.S. Dollars required to meet such expenses.

The Fund may purchase foreign bank obligations.
In addition to the risks described above that are generally applicable to foreign investments, the investments that a Fund makes
in obligations of foreign banks, branches or subsidiaries may involve further risks, including differences between foreign banks
and U.S. banks in applicable accounting, auditing and financial reporting standards, and the possible establishment of exchange
controls or other foreign government laws or restrictions applicable to the payment of certificates of deposit or time deposits
that may affect adversely the payment of principal and interest on the securities and other investments held by the Fund.

Floating Rate, Inverse Floating Rate
and Index Obligations.
A Fund may invest in debt securities with interest payments or maturity values that are not fixed, but
float in conjunction with (or inversely to) an underlying index or price. These securities may be backed by sovereign or corporate
issuers, or by collateral such as mortgages. The indices and prices upon which such securities can be based include interest rates,
currency rates and commodities prices. Floating rate securities pay interest according to a coupon which is reset periodically.
The reset mechanism may be formula based, or reflect the passing through of floating interest payments on an underlying collateral
pool. Inverse floating rate securities are similar to floating rate securities except that their coupon payments vary inversely
with an underlying index by use of a formula. Inverse floating rate securities tend to exhibit greater price volatility than other
floating rate securities. Interest rate risk and price volatility on inverse floating rate obligations can be high, especially
if leverage is used in the formula. Index securities pay a fixed rate of interest, but have a maturity value that varies by formula,
so that when the obligation matures a gain or loss may be realized. The risk of index obligations depends on the volatility of
the underlying index, the coupon payment and the maturity of the obligation.

Foreign Currency Transactions. Each
Fund may conduct foreign currency exchange transactions either on a spot, c'est-à-dire, cash, basis at the prevailing rate in the
foreign exchange market or by entering into a forward foreign currency contract. A forward foreign currency contract (“forward
contract”) involves an obligation to purchase or sell a specific amount of a specific currency at a future date, which may
be any fixed number of days (usually less than one year) from the date of the contract agreed upon by the parties, at a price set
at the time of the contract. Forward contracts are considered to be derivatives. A Fund enters into forward contracts in order
to “lock in” the exchange rate between the currency it will deliver and the currency it will receive for the duration
of the contract. In addition, each Fund may enter into forward contracts to hedge against risks arising from securities a Fund
owns or anticipates purchasing or the U.S. Dollar value of interest and dividends paid on those securities.

If a Fund delivers the foreign currency
at or before the settlement of a forward contract, it may be required to obtain the currency by selling some of the Fund’s
assets that are denominated in that specific currency. A Fund may close out a forward contract obligating it to purchase a foreign
currency by selling an offsetting contract, in which case it will realize a gain or a loss.

Foreign currency transactions involve certain
costs and risks. A Fund incurs foreign exchange expenses in converting assets from one currency to another. Forward contracts involve
a risk of loss if the Advisor is inaccurate in predicting currency movements. The projection of short-term currency market movements
is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. The precise matching
of forward contract amounts and the value of the securities involved is generally not possible. Accordingly, it may be necessary
for a Fund to purchase additional foreign currency if the market value of the security is less than the amount of the foreign currency
the Fund is obligated to deliver under the forward contract and the decision is made to sell the security and deliver the foreign
currency. The use of forward contracts as a hedging technique does not eliminate the fluctuation in the prices of the underlying
securities a Fund owns or intends to acquire, but it fixes a rate of exchange in advance. Although forward contracts can reduce
the risk of loss if the values of the hedged currencies decline, these instruments also limit the potential gain that might result
from an increase in the value of the hedged currencies.

There is no systematic reporting of last
sale information for foreign currencies, and there is no regulatory requirement that quotations available through dealers or other
market sources be firm or revised on a timely basis. Quotation information available is generally representative of very large
transactions in the interbank market. The interbank market in foreign currencies is a global around-the-clock market. Since foreign
currency transactions occurring in the interbank market involve substantially larger amounts than those that may be involved in
the use of foreign currency options, a Fund may be disadvantaged by having to deal in an odd lot market (generally consisting of
transactions of less than $1 million) for the underlying foreign currencies at prices that are less favorable than for round lots.
A Fund may take positions in options on foreign currencies in order to hedge against the risk of foreign exchange fluctuation on
foreign securities the Fund holds in its portfolio or which it intends to purchase.

Depository Receipts. A Fund may
invest in depository receipts. American Depository Receipts (“ADRs”) are negotiable receipts issued by a U.S. bank
or trust company that evidence ownership of securities in a foreign company which have been deposited with such bank or trust company’s
office or agent in a foreign country. European Depository Receipts (“EDRs”) are negotiable certificates held in the
bank of one country representing a specific number of shares of a stock traded on an exchange of another country. Global Depository
Receipts (“GDRs”) are negotiable certificates held in the bank of one country representing a specific number of shares
of a stock traded on an exchange of another country. Canadian Depository Receipts (“CDRs”) are negotiable receipts
issued by a Canadian bank or trust company that evidence ownership of securities in a foreign company which have been deposited
with such bank or trust company’s office or agent in a foreign country.

Investing in ADRs, EDRs, GDRs and CDRs
presents risks that may not be equal to the risk inherent in holding the equivalent shares of the same companies that are traded
in the local markets even though a Fund will purchase, sell and be paid dividends on ADRs in U.S. Dollars. These risks include
fluctuations in currency exchange rates, which are affected by international balances of payments and other economic and financial
conditions; government intervention; speculation; and other factors. With respect to certain foreign countries, there is the possibility
of expropriation or nationalization of assets, confiscatory taxation, political and social upheaval, and economic instability.
A Fund may be required to pay foreign withholding or other taxes on certain ADRs, EDRs, GDRs, or CDRs that it owns, but investors
may or may not be able to deduct their pro-rata share of such taxes in computing their taxable income, or take such shares as a
credit against their U.S. federal income tax. See “Federal Income Tax Matters.” ADRs. EDRs, GDRs, and CDRs may be sponsored
by the foreign issuer or may be unsponsored. Unsponsored ADRs, EDRs, GDRs, and CDRs are organized independently and without the
cooperation of the foreign issuer of the underlying securities. Unsponsored ADRs, EDRs, GDRs, and CDRs are offered by companies
which are not prepared to meet either the reporting or accounting standards of the United States. While readily exchangeable with
stock in local markets, unsponsored ADRs, EDRs, GDRs, and CDRs may be less liquid than sponsored ADRs EDRs, GDRs, and CDRs. Additionally,
there generally is less publicly available information with respect to unsponsored ADRs, EDRs, GDRs, and CDRs.

Investissements
Company Securities

The Funds may invest in shares of other
investment companies (each, an “Underlying Fund”), including open-end funds, closed-end funds, unit investment trusts
(“UITs”) and exchange-traded funds (“ETFs”), to the extent permitted by applicable law and subject to certain
restrictions set forth in this SAI.

Under Sections 12(d)(1)(A) and 12(d)(1)(B)
of the 1940 Act, a Fund and any companies controlled by the Fund may hold securities of an Underlying Fund in amounts which (i)
do not exceed 3% of the total outstanding voting stock of such Underlying Fund, (ii) do not exceed 5% of the value of the Fund’s
total assets and (iii) when added to all other Underlying Fund securities held by the Fund, do not exceed 10% of the value of the
Fund’s total assets. A Fund may exceed these limits when permitted by SEC order or other applicable law or regulatory guidance,
such as is the case with many ETFs.

Generally, under Sections 12(d)(1)(F) and
12(d)(1)(G) of the 1940 Act and SEC rules adopted pursuant to the 1940 Act, a Fund may acquire the securities of affiliated and
unaffiliated Underlying Funds subject to the following guidelines and restrictions:

a Fund may own an unlimited amount of the securities of any registered open-end fund or registered
UIT that is affiliated with the Fund, so long as any such Underlying Fund has a policy that prohibits it from acquiring any securities
of registered open-end funds or registered UITs in reliance on certain sections of the 1940 Act.

a Fund and its “affiliated persons” may own up to 3% of the outstanding stock of any
fund, subject to the following restrictions:

a Fund and each Underlying Fund, in the aggregate, may not charge a sales load greater than the
limits set forth in Rule 2830(d)(3) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”) applicable
to funds of funds;

each Underlying Fund is not obligated to redeem more than 1% of its total outstanding securities
during any period less than 30 days; ir

the Fund is obligated either to (i) seek instructions from its shareholders with regard to the
voting of all proxies with respect to the Underlying Fund and to vote in accordance with such instructions, or (ii) to vote the
shares of the Underlying Fund held by the Fund in the same proportion as the vote of all other shareholders of the Underlying Fund.

Acquired funds typically incur fees that
are separate from those fees incurred directly by a Fund. A Fund’s purchase of such investment company securities results
in the layering of expenses as Fund shareholders would indirectly bear a proportionate share of the operating expenses of such
investment companies, including advisory fees, in addition to paying Fund expenses. In addition, the securities of other investment
companies may also be leveraged and will therefore be subject to certain leverage risks. The net asset value and market value of
leveraged securities will be more volatile and the yield to shareholders will tend to fluctuate more than the yield generated by
unleveraged securities. Investment companies may have investment policies that differ from those of the Fund.

Under certain circumstances an open-end
investment company in which a Fund invests may determine to make payment of a redemption by the Fund wholly or in part by a distribution
in kind of securities from its portfolio, instead of in cash. As a result, a Fund may hold such securities until the Advisor determines
it is appropriate to dispose of them. Such disposition will impose additional costs on the Fund.

Investment decisions by the investment
advisors to the registered investment companies in which a Fund invests are made independently of the Fund. At any particular time,
one Underlying Fund may be purchasing shares of an issuer whose shares are being sold by another Underlying Fund. As a result,
under these circumstances the Fund indirectly would incur certain transactional costs without accomplishing any investment purpose.

Exchange-Traded Funds (“ETFs”).
A Fund may invest in ETFs. ETFs are pooled investment vehicles that generally seek to track the performance of specific indices.
ETFs may be organized as open-end funds or as UITs. Their shares are listed on stock exchanges and can be traded throughout the
day at market-determined prices.

An ETF generally issues index-based investments
in aggregations of 50,000 shares known as “Creation Units” in exchange for a “Portfolio Deposit” consisting
of (a) a portfolio of securities substantially similar to the component securities (“Index Securities”) of the applicable
index (the “Index”), (b) a cash payment equal to a pro rata portion of the dividends accrued on the ETF’s portfolio
securities since the last dividend payment by the ETF, net of expenses and liabilities, and (c) a cash payment or credit (“Balancing
Amount”) designed to equalize the net asset value of the Index and the net asset value of a Portfolio Deposit.

Shares of ETFs are not individually redeemable,
except upon termination of the ETF. To redeem shares of an ETF, an investor must accumulate enough shares of the ETF to reconstitute
a Creation Unit. The liquidity of small holdings of ETF shares, therefore, will depend upon the existence of a secondary market
for such shares. Upon redemption of a Creation Unit, the portfolio will receive Index Securities and cash identical to the Portfolio
Deposit required of an investor wishing to purchase a Creation Unit that day.

The price of ETF shares is based upon (but
not necessarily identical to) the value of the securities held by the ETF. Accordingly, the level of risk involved in the purchase
or sale of ETF shares is similar to the risk involved in the purchase or sale of traditional common stock, with the exception that
the pricing mechanism for ETF shares is based on a basket of stocks. Disruptions in the markets for the securities underlying ETF
shares purchased or sold by a Fund could result in losses on such shares. There is no assurance that the requirements of the national
securities exchanges necessary to maintain the listing of shares of any ETF will continue to be met.

Closed-End Funds. A Fund may invest
in shares of closed-end funds. Investments in closed-end funds are subject to various risks, including reliance on management’s
ability to meet the closed-end fund’s investment objective and to manage the closed-end fund portfolio; fluctuation in the
net asset value of closed-end fund shares compared to the changes in the value of the underlying securities that the closed-end
fund owns; and bearing a pro rata share of the management fees and expenses of each underlying closed-end fund resulting in a Fund’s
shareholders being subject to higher expenses than if he or she invested directly in the closed-end fund(s).

Galimybės
on Securities and Securities Indices

A Fund may invest in options on securities
and stock indices. A call option entitles the purchaser, in return for the premium paid, to purchase specified securities at a
specified price during the option period. A put option entitles the purchaser, in return for the premium paid, to sell specified
securities during the option period. A Fund may invest in both European-style or American-style options. A European-style option
is only exercisable immediately prior to its expiration. American-style options are exercisable at any time prior to the expiration
date of the option.

Writing Call Options. Each Fund
may write covered call options. A call option is “covered” if a Fund owns the security underlying the call or has an
absolute right to acquire the security without additional cash consideration or, if additional cash consideration is required,
cash or cash equivalents in such amounts as held in a segregated account by a Fund’s custodian. The writer of a call option
receives a premium and gives the purchaser the right to buy the security underlying the option at the exercise price. The writer
has the obligation upon exercise of the option to deliver the underlying security against payment of the exercise price during
the option period. If the writer of an exchange-traded option wishes to terminate his obligation, he may effect a “closing
purchase transaction.” This is accomplished by buying an option of the same series as the option previously written. A writer
may not effect a closing purchase transaction after it has been notified of the exercise of an option.

Effecting a closing transaction in a written
call option will permit a Fund to write another call option on the underlying security with either a different exercise price,
expiration date or both. Also, effecting a closing transaction will permit the cash or proceeds from the concurrent sale of any
securities subject to the option to be used for other investments of a Fund. If a Fund desires to sell a particular security from
its portfolio on which it has written a call option, it will effect a closing transaction prior to or concurrent with the sale
of the security.

A Fund will realize a gain from a closing
transaction if the cost of the closing transaction is less than the premium received from writing the option or if the proceeds
from the closing transaction are more than the premium paid to purchase the option. A Fund will realize a loss from a closing transaction
if the cost of the closing transaction is more than the premium received from writing the option or if the proceeds from the closing
transaction are less than the premium paid to purchase the option. However, because increases in the market price of a call option
will generally reflect increases in the market price of the underlying security, any loss to a Fund resulting from the repurchase
of a call option is likely to be offset in whole or in part by appreciation of the underlying security owned by the Fund.

If a Fund were assigned an exercise notice
on a call it has written, it would be required to liquidate portfolio securities in order to satisfy the exercise, unless it has
other liquid assets that are sufficient to satisfy the exercise of the call. If a Fund has written a call, there is also a risk
that the market may decline between the time the Fund has a call exercised against it, at a price which is fixed as of the closing
level of the index on the date of exercise, and the time it is able to sell securities in its portfolio.

In addition to covered call options, a
Fund may write uncovered (or “naked”) call options on securities, including shares of ETFs, and indices; however, SEC
rules require that a Fund segregates assets on its books and records with a value equal to the value of the securities or the index
that the holder of the option is entitled to call. Segregated securities cannot be sold while the option strategy is outstanding,
unless they are replaced with other suitable assets. As a result, there is a possibility that segregation of a large percentage
of a Fund’s assets could impede portfolio management or the Fund’s ability to meet redemption requests or other current
obligations.

Writing Covered Index Call Options.
Each Fund may sell index call options. A Fund may also execute a closing purchase transaction with respect to the option it has
sold and then sell another option with either a different exercise price and/or expiration date. A Fund’s objective in entering
into such closing transactions is to increase option premium income, to limit losses or to protect anticipated gains in the underlying
stocks. The cost of a closing transaction, while reducing the premium income realized from the sale of the option, should be offset,
at least in part, by the appreciation in the value of the underlying index, and by the opportunity to realize additional premium
income from selling a new option.

When a Fund sells an index call option,
it does not deliver the underlying stocks or cash to the broker through whom the transaction is effected. In the case of an exchange-traded
option, a Fund establishes an escrow account. The Funds’ custodian (or a securities depository acting for the custodian)
acts as a Fund’s escrow agent. The escrow agent enters into documents known as escrow receipts with respect to the stocks
included in a Fund (or escrow receipts with respect to other acceptable securities). The escrow agent releases the stocks from
the escrow account when the call option expires or a Fund enters into a closing purchase transaction. Until such release, the underlying
stocks cannot be sold by a Fund. A Fund may enter into similar collateral arrangements with the counterparty when it sells OTC
index call options.

When a Fund sells an index call option,
it is also required to “cover” the option pursuant to requirements enunciated by the staff of the SEC. The staff has
indicated that a mutual fund may “cover” an index call option by (1) owning and holding for the term of the option
a portfolio of stocks substantially replicating the movement of the index underlying the call option; (2) purchasing an American-style
call option on the same index with an exercise price not greater than the exercise price of the written option; or (3) establishing
and maintaining for the term of the option a segregated account consisting of cash, U.S. government securities or other high-grade
debt securities, equal in value to the aggregate contract price of the call option (the current index value times the specific
multiple). A Fund generally “covers” the index options it has sold by owning and holding stocks substantially replicating
the movement of the applicable index. As an alternative method of “covering” the option, a Fund may purchase an appropriate
offsetting option.

The purchaser of an index call option sold
by a Fund may exercise the option at a price fixed as of the closing level of the index on exercise date. Unless a Fund has liquid
assets sufficient to satisfy the exercise of the index call option, the Fund would be required to liquidate portfolio securities
to satisfy the exercise. The market value of such securities may decline between the time the option is exercised and the time
a Fund is able to sell the securities. For example, even if an index call which a Fund has written is “covered” by
an index call held by the Fund with the same strike price, it will bear the risk that the level of the index may decline between
the close of trading on the date the exercise notice is filed with the Options Clearing Corporation and the close of trading on
the date the Fund exercises the call it holds or the time it sells the call, which in either case would occur no earlier than the
day following the day the exercise notice was filed. If a Fund fails to anticipate an exercise, it may have to borrow from a bank
(in amounts not exceeding 5% of the Fund’s total assets) pending settlement of the sale of the portfolio securities and thereby
incur interest charges. If trading is interrupted on the index, a Fund would not be able to close out its option positions.

Risks of Transactions in Options.
There are several risks associated with transactions in options on securities and indices. Options may be more volatile than the
underlying securities and, therefore, on a percentage basis, an investment in options may be subject to greater fluctuation in
value than an investment in the underlying securities themselves. There are also significant differences between the securities
and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve
its objective. In addition, a liquid secondary market for particular options may be absent for reasons which include the following:
there may be insufficient trading interest in certain options; restrictions may be imposed by an exchange on opening transactions
or closing transactions or both; trading halts, suspensions or other restrictions may be imposed with respect to particular classes
or series of options of underlying securities; unusual or unforeseen circumstances may interrupt normal operations on an exchange;
the facilities of an exchange or clearing corporation may not be adequate to handle current trading volume at all times; or one
or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of
options (or a particular class or series of options), in which event the secondary market on that exchange (or in that class or
series of options) would cease to exist, although outstanding options that had been issued by a clearing corporation as a result
of trades on that exchange would continue to be exercisable in accordance with their terms.

A decision as to whether, when and how
to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree
because of market behavior or unexpected events. The extent to which a Fund may enter into options transactions may be limited
by the requirements of the Code, for qualification of the Fund as a regulated investment company.

OTC Options. Each Fund may engage
in transactions involving OTC as well as exchange-traded options. Certain additional risks are specific to OTC options. A Fund
may engage a clearing corporation to exercise exchange-traded options, but if the Fund purchased an OTC option, it must then rely
on the dealer from which it purchased the option if the option is exercised. Failure by the dealer to do so would result in the
loss of the premium paid by a Fund as well as loss of the expected benefit of the transaction.

Exchange-traded options generally have
a continuous liquid market while OTC options may not. Consequently, a Fund may generally be able to realize the value of an OTC
option it has purchased only by exercising or reselling the option to the dealer who issued it. Similarly, when a Fund writes an
OTC option, the Fund may generally be able to close out the option prior to its expiration only by entering into a closing purchase
transaction with the dealer to whom the Fund originally wrote the option. While a Fund will seek to enter into OTC options only
with dealers who will agree to and are expected to be capable of entering into closing transactions with the Fund, there can be
no assurance that the Fund will at any time be able to liquidate an OTC option at a favorable price at any time prior to expiration.
Unless a Fund, as a covered OTC call option writer, is able to effect a closing purchase transaction, it will not be able to liquidate
securities (or other assets) used as cover until the option expires or is exercised. In the event of insolvency of the other party,
a Fund may be unable to liquidate an OTC option. With respect to options written by a Fund, the inability to enter into a closing
transaction may result in material losses to the Fund. For example, since a Fund must maintain a secured position with respect
to any call option on a security it writes, the Fund may not sell the assets which it has segregated to secure the position while
it is obligated under the option. This requirement may impair a Fund’s ability to sell portfolio securities at a time when
such sale might be advantageous.

The SEC has taken the position that purchased
OTC options are illiquid securities. A Fund may treat the cover used for written OTC options as liquid if the dealer agrees that
the Fund may repurchase the OTC option it has written for a maximum price to be calculated by a predetermined formula. In such
cases, the OTC option would be considered illiquid only to the extent the maximum purchase price under the formula exceeds the
intrinsic value of the option. Accordingly, a Fund will treat OTC options as subject to the Fund’s limitation on illiquid
securities. If the SEC changes its position on the liquidity of OTC options, a Fund will change the treatment of such instruments
accordingly.

Stock Index Options. Each Fund may
invest in options on indices, including broad-based security indices. Puts and calls on indices are similar to puts and calls on
other investments except that all settlements are in cash and gain or loss depends on changes in the index in question rather than
on price movements in individual securities. When a fund writes a call on an index, it receives a premium and agrees that, prior
to the expiration date, the purchaser of the call, upon exercise of the call, will receive from the fund an amount of cash if the
closing level of the index upon which the call is based is greater than the exercise price of the call. The amount of cash is equal
to the difference between the closing price of the index and the exercise price of the call times a specified multiple (“multiplier”),
which determines the total dollar value for each point of such difference. When a fund buys a call on an index, it pays a premium
and has the same rights as to such call as are indicated above. When a fund buys a put on an index, it pays a premium and has the
right, prior to the expiration date, to require the seller of the put, upon the fund’s exercise of the put, to deliver to
the fund an amount of cash if the closing level of the index upon which the put is based is less than the exercise price of the
put, which amount of cash is determined by the multiplier, as described above for calls. When a fund writes a put on an index,
it receives a premium and the purchaser of the put has the right, prior to the expiration date, to require the fund to deliver
to it an amount of cash equal to the difference between the closing level of the index and exercise price times the multiplier
if the closing level is less than the exercise price.

The risks of investment in options on indices
may be greater than options on securities. Because index options are settled in cash, if a fund writes a call on an index it cannot
provide in advance for its potential settlement obligations by acquiring and holding the underlying index. A fund can offset some
of the risk of writing a call index option by holding a diversified portfolio of securities or instruments similar to those on
which the underlying index is based. However, a fund cannot, as a practical matter, acquire and hold a portfolio containing exactly
the same securities or instruments as underlie the index and, as a result, bears a risk that the value of the securities or instruments
held will vary from the value of the index.

Even if a Fund could assemble a portfolio
that exactly reproduced the composition of the underlying index, it still would not be fully covered from a risk standpoint because
of the “timing risk” inherent in writing index options. When an index option is exercised, the amount of cash that
the holder is entitled to receive is determined by the difference between the exercise price and the closing index level on the
date when the option is exercised. As with other kinds of options, a fund as the call writer will not learn of the assignment until
the next business day at the earliest. The time lag between exercise and notice of assignment poses no risk for the writer of a
covered call on a specific underlying security or instrument, such as common stock, because there the writer’s obligation
is to deliver the underlying security or instrument, not to pay its value as of a fixed time in the past. So long as the writer
already owns the underlying security or instrument, it can satisfy its settlement obligations by simply delivering it, and the
risk that its value may have declined since the exercise date is borne by the exercising holder. In contrast, even if the writer
of an index call holds investments that exactly match the composition of the underlying index, it will not be able to satisfy its
assignment obligations by delivering those investments against payment of the exercise price. Instead, it will be required to pay
cash in an amount based on the closing index value on the exercise date. By the time it learns that it has been assigned, the index
may have declined, with a corresponding decline in the value of its portfolio. This “timing risk” is an inherent limitation
on the ability of index call writers to cover their risk exposure by holding security or instrument positions.

If a Fund has purchased an index option
and exercises it before the closing index value for that day is available, it runs the risk that the level of the underlying index
may subsequently change. If such a change causes the exercised option to fall out-of-the-money, a Fund will be required to pay
the difference between the closing index value and the exercise price of the option (times the applicable multiplier) to the assigned
writer.

Cyber Security
Risk

Investment companies, such as the Funds,
and their service providers may be subject to operational and information security risks resulting from cyber attacks. Cyber attacks
include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites,
the unauthorized release of confidential information or various other forms of cyber security breaches. Cyber attacks affecting
the Funds or the Advisor, the Funds’ custodian or transfer agent, or intermediaries or other third-party service providers
may adversely impact the Funds. For instance, cyber attacks may interfere with the processing of shareholder transactions, impact
the Funds’ ability to calculate its net asset value, cause the release of private shareholder information or confidential
company information, impede trading, subject a Fund to regulatory fines or financial losses, and cause reputational damage.
Funds may also incur additional costs for cyber security risk management purposes. While each Fund and its service providers have
established business continuity plans and risk management systems designed to prevent or reduce the impact of cyber security attacks,
such plans and systems have inherent limitations due in part to the ever-changing nature of technology and cyber security attack
tactics, and there is a possibility that certain risks have not been adequately identified or prepared for. Furthermore, the Funds
cannot control any cyber security plans or systems implemented by their service providers.

Similar types of cyber security risks are
also present for issuers of securities in which the Funds invest, which could result in material adverse consequences for such
issuers, and may cause the Funds’ investments in such portfolio companies to lose value.

OTHER INVESTMENT STRATEGIES, POLICIES AND RISKS

Equity
Securities

Warrants and Rights. Each Fund may
invest in warrants or rights (including those acquired in units or attached to other securities) that entitle (but do not obligate)
the holder to buy equity securities at a specific price for a specific period of time but will do so only if such equity securities
are deemed appropriate by the Advisor. Rights are similar to warrants but typically have a shorter duration and are issued by a
company to existing stockholders to provide those holders the right to purchase additional shares of stock at a later date. Warrants
and rights do not have voting rights, do not earn dividends, and do not entitle the holder to any rights with respect to the assets
of the company that has issued them. They do not represent ownership of the underlying companies but only the right to purchase
shares of those companies at a specified price on or before a specified exercise date. Warrants and rights tend to be more volatile
than the underlying stock, and if at a warrant’s expiration date the stock is trading at a price below the price set in the
warrant, the warrant will expire worthless. Conversely, if at the expiration date the stock is trading at a price higher than the
price set in the warrant or right, a Fund can acquire the stock at a price below its market value. The prices of warrants and rights
do not necessarily parallel the prices of the underlying securities. An investment in warrants or rights may be considered speculative.

Debt
Securities

Sovereign Debt Obligations. A Fund
may invest in sovereign debt obligations, which are securities issued or guaranteed by foreign governments, governmental agencies
or instrumentalities and political subdivisions, including debt of developing countries. Sovereign debt may be in the form of conventional
securities or other types of debt instruments such as loans or loan participations. Sovereign debt of developing countries may
involve a high degree of risk, and may be in default or present the risk of default. Governmental entities responsible for repayment
of the debt may be unable or unwilling to repay principal and pay interest when due, and may require renegotiation or rescheduling
of debt payments. In addition, prospects for repayment of principal and payment of interest may depend on political as well as
economic factors. Although some sovereign debt, such as Brady Bonds, is collateralized by U.S. government securities, repayment
of principal and payment of interest is not guaranteed by the U.S. government. There is no bankruptcy proceeding by which sovereign
debt on which governmental entities have defaulted may be collected in whole or in part.

Zero Coupon, Step Coupon, and Pay-In-Kind
Securities.
Within the parameters of its specific investment policies, a Fund may invest in zero coupon, pay-in-kind, and step
coupon securities. Zero coupon bonds are securities that make no fixed interest payments but instead are issued and traded at a
discount from their face value. They do not entitle the holder to any periodic payment of interest prior to maturity. Step coupon
bonds trade at a discount from their face value and pay coupon interest. The coupon rate is low for an initial period and then
increases to a higher coupon rate thereafter. The discount from the face amount or par value depends on the time remaining until
cash payments begin, prevailing interest rates, liquidity of the security, and the perceived credit quality of the issuer. Pay-in-kind
bonds normally give the issuer an option to pay cash at a coupon payment date or give the holder of the security a similar bond
with the same coupon rate and a face value equal to the amount of the coupon payment that would have been made.

For the purposes of the Fund’s restriction
on investing in income-producing securities, income-producing securities include securities that make periodic interest payments
as well as those that make interest payments on a deferred basis or pay interest only at maturity (e.g., Treasury bills
or zero coupon bonds).

Generally, the market prices of zero coupon,
step coupon, and pay-in-kind securities are more volatile than the prices of securities that pay interest periodically and in cash
and are likely to respond to changes in interest rates to a greater degree than other types of debt securities having similar maturities
and credit quality.

Participatory Notes. A Fund may
invest in participatory notes (“P-Notes”). P-Notes are unsecured, bearer securities typically issued by banks or broker-dealers
and are designed to offer a return linked to the performance of a particular underlying equity security or market (for example,
the shares of a company incorporated in India and listed on the Bombay Stock Exchange) while not holding the actual shares of the
underlying security. A Fund may purchase P-Notes while it is awaiting approval from a foreign exchange to trade securities directly
in that market as well as to invest in foreign markets that restrict foreign investors, such as the Fund, from investing directly
in individual securities traded on that exchange. P-Notes can also provide a less expensive option to direct investment (where
ownership by foreign investors is permitted) by reducing registration and transaction costs in acquiring and selling local registered
shares.

The terms of P-Notes vary widely. P-Notes
can have the characteristics or take the form of various instruments, including, but not limited to, certificates or warrants.
While the holder of a P-Note that is linked to a particular underlying security is entitled to receive any dividends or other distributions
paid in connection with the underlying security, the holder of a P-Note generally is not entitled to the same rights, such as voting
rights, as a direct owner of the underlying security. P-Notes constitute direct, general and unsecured contractual obligations
of the banks or broker-dealers that issue them. Therefore, an investment in a P-Note involves additional risks beyond the risks
normally associated with a direct investment in the underlying security and a P-Note’s performance may differ from the underlying
security’s performance. A Fund must rely on the creditworthiness of the counterparty (c'est-à-dire, bank or broker-dealer)
issuing the P-Notes for its investment returns on the P-Notes and would have no rights against the issuer of the underlying security.
Therefore, if such counterparty were to become insolvent, a Fund would lose its investment. The risk that a Fund may lose its investments
due to the insolvency of a single counterparty may be amplified to the extent the Fund purchases P-Notes issued by one issuer or
a small number of issuers. Issuers of P-Notes may have broad authority to control the foreign exchange rates related to the P-Notes
and discretion to adjust a P-Note’s terms in response to certain events.

P-Notes involve transaction costs in addition
to those applicable to a direct investment in securities. There is also no assurance that there will be a secondary trading market
for a P-Note or that the trading price of a P-Note will equal the value of the underlying security. P-Notes are not traded on exchanges,
are privately issued and may be considered illiquid. To the extent a P-Note is determined to be illiquid, it will be subject to
the Fund’s percentage limitation on investments in illiquid securities.

Synthetic Local Access Instruments.
The Funds may invest in synthetic local access instruments. Participation notes, market access warrants and other similar structured
products (collectively, “synthetic local access instruments”) are instruments used by investors to obtain exposure
to equity investments in local markets, such as in China and Saudi Arabia, where direct ownership by foreign investors is not permitted
or is otherwise restricted by local law. Synthetic local access instruments, which are generally structured and sold OTC by a local
branch of a bank or broker-dealer that is permitted to purchase equity securities in the local market, are designed to replicate
exposure to one or more underlying equity securities. The price and performance of a synthetic local access instrument are normally
intended to track the price and performance of the underlying equity assets as closely as possible. However, there can be no assurance
that the results of synthetic local access instruments will replicate exactly the performance of the underlying securities due
to transaction costs, taxes and other fees and expenses. The holder of a synthetic local access instrument may also be entitled
to receive any dividends paid in connection with the underlying equity assets, but usually does not receive voting rights as it
would if such holder directly owned the underlying assets.

Investments in synthetic local access instruments
involve the same risks associated with a direct investment in the shares of the companies the instruments seek to replicate, including,
in particular, the risks associated with investing outside the United States. Synthetic local access instruments also involve risks
that are in addition to the risks normally associated with a direct investment in the underlying equity securities. For instance,
synthetic local access instruments represent unsecured, unsubordinated contractual obligations of the banks or broker-dealers that
issue them. Consequently, a purchaser of a synthetic local access instrument relies on the creditworthiness of such a bank or broker-dealer
counterparty and has no rights under the instrument against the issuer of the underlying equity securities. Additionally, there
is no guarantee that a liquid market for a synthetic local access instrument will exist or that the issuer of the instrument will
be willing to repurchase the instrument when an investor wishes to sell it.

Master
Limited Partnerships (“MLPs”)

A Fund may invest in MLPs. An MLP is an
entity receiving partnership taxation treatment under the Code, the interests or “units” of which are traded on securities
exchanges like shares of corporate stock. A typical MLP consists of a general partner and limited partners; however, some entities
receiving partnership taxation treatment under the Code are established as limited liability companies. The general partner manages
the partnership; has an ownership stake in the partnership, typically a 2% general partner equity interest and usually additional
common units and subordinated units; and is typically eligible to receive an incentive distribution. The limited partners provide
capital to the partnership, have a limited (if any) role in the operation and management of the partnership, and receive cash distributions.
An MLP typically pays an established minimum quarterly distribution to common unit holders, as provided under the terms of its
partnership agreement. Common units have arrearage rights in distributions to the extent that the MLP fails to make minimum quarterly
distributions. Once the MLP distributes the minimum quarterly distribution to common units, subordinated units then are entitled
to receive distributions of up to the minimum quarterly distribution, but have no arrearage rights. At the discretion of the general
partners’ board of directors, any distributable cash that exceeds the minimum quarterly distribution that the MLP distributed
to the common and subordinated units is then distributed to both common and subordinated units, typically on a pro rata basis.
Incentive distributions are often paid to the general partner such that as the distribution to limited partnership interests increases,
the general partner may receive a proportionately larger share of the total distribution. Incentive distributions are designed
to encourage the general partner, who controls and operates the partnership, to maximize the partnership’s cash flow and
increase distributions to the limited partners.

Generally speaking, MLP investment returns
are enhanced during periods of declining or low interest rates and tend to be negatively influenced when interest rates are rising.
As an income vehicle, the unit price can be influenced by general interest rate trends independent of specific underlying fundamentals.
In addition, most MLPs are leveraged and typically carry a portion of a “floating” rate debt, and a significant upward
swing in interest rates would also drive interest expense higher. Furthermore, most MLPs grow by acquisitions partly financed by
debt, and higher interest rates could make it more difficult to make acquisitions.

Real
Estate Investment Trusts
(“REITs”)

A Fund may invest in REITs. REITs are pooled
investment vehicles that invest primarily in income producing real estate or real estate related loans or interests. REITs are
generally classified as equity REITs, mortgage REITs, or a combination of equity and mortgage REITs. Equity REITs invest the majority
of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize
capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real
estate mortgages and derive income from the collection of principal and interest payments. Similar to regulated investment companies
such as the Fund, REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the
Code. A Fund will indirectly bear its proportionate share of expenses incurred by REITs in which the Fund invests in addition to
the expenses incurred directly by the Fund.

Investing in REITs involves certain unique
risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected
by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any
credit extended. REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency,
default by borrowers and self-liquidation.

Investing in REITs involves risks similar
to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less
frequently and in a limited volume and may be subject to more abrupt or erratic price movements than larger company securities.
Historically, small capitalization stocks, such as REITs, have had more price volatility than larger capitalization stocks.

REITs may fail to qualify for the favorable
federal income tax treatment generally available to them under the Code and may fail to maintain their exemptions from registration
under the 1940 Act. REITs (especially mortgage REITs) also are subject to interest rate risks. When interest rates decline, the
value of a REIT’s investment in fixed-rate obligations can be expected to rise. Conversely, when interest rates rise, the
value of a REIT’s investment in fixed-rate obligations can be expected to decline. In contrast, as interest rates on adjustable
rate mortgage loans are reset periodically, yields on a REIT’s investments in such loans will gradually align themselves
to reflect changes in market interest rates, causing the value of such investments to fluctuate less dramatically in response to
interest rate fluctuations than would investments in fixed-rate obligations.

Short
Sales

A Fund may seek to hedge investments or
realize additional gains through the use of short sales. A short sale is a transaction in which a Fund sells a security it does
not own in anticipation that the market price of that security will decline. If the price of the security sold short increases
between the time of the short sale and the time a Fund replaces the borrowed security, the Fund will incur a loss; conversely,
if the price declines, the Fund will realize a capital gain. Any gain will be decreased, and any loss will be increased, by the
transaction costs incurred by the Fund, including the costs associated with providing collateral to the broker-dealer (usually
cash and liquid securities) and the maintenance of collateral with its custodian. A Fund also may be required to pay a premium
to borrow a security, which would increase the cost of the security sold short. Although a Fund’s gain is limited to the
price at which it sold the security short, its potential loss is theoretically unlimited.

The broker-dealer will retain the net proceeds
of the short sale to the extent necessary to meet margin requirements until the short position is closed out.

When the Advisor believes that the price
of a particular security held by a Fund may decline, it may make “short sales against the box” to hedge the unrealized
gain on such security. Selling short against the box involves selling a security which a Fund owns for delivery at a specified
date in the future. A Fund will incur transaction costs to open, maintain and close short sales against the box.

To the extent a Fund sells securities short
(except in the case of short sales “against the box”), it is required to segregate an amount of cash or liquid securities
on its records equal to the market price of the securities sold short. The segregated assets are marked to market daily in an attempt
to ensure that the amount deposited in the segregated account is at least equal to the market value of the securities sold short.
Segregated securities cannot be sold while the position they are covering is outstanding, unless they are replaced with similar
securities. As a result, there is the possibility that segregation of a large percentage of the Fund’s assets could affect
its portfolio management.

Derivatives

The Funds may utilize a variety of derivatives
contracts, such as futures, options, swaps and forward contracts, both for investment purposes and for hedging purposes. Hedging
involves special risks including the possible default by the other party to the transaction, illiquidity and, to the extent the
Advisor’s assessment of certain market movements is incorrect, the risk that the use of hedging could result in losses greater
than if hedging had not been used. Nonetheless, with respect to certain investment positions, a Fund may not be sufficiently hedged
against market fluctuations, in which case an investment position could result in a loss greater than if the Advisor had been sufficiently
hedged with respect to such position.

The Advisor will not, in general, attempt
to hedge all market or other risks inherent in a Fund’s positions, and may hedge certain risks, if at all, only partially.
Specifically, the Advisor may choose not, or may determine that it is economically unattractive, to hedge certain risks, either
in respect of particular positions or in respect of a Fund’s overall portfolio. Moreover, it should be noted that a Fund’s
portfolio always will be exposed to unidentified systematic risk factors and to certain risks that cannot be completely hedged,
such as credit risk (relating both to particular securities and to counterparties). A Fund’s portfolio composition may result
in various directional market risks remaining unhedged, although the Advisor may rely on diversification to control such risks
to the extent that the Advisor believes it is desirable to do so.

Recent legislation calls for new regulation
of the derivatives markets. The extent and impact of the regulation is not yet fully known and may not be for some time. New regulations
could adversely affect the value, availability and performance of certain derivative instruments, may make them more costly, and
may limit or restrict their use by the Funds.

Certain additional risk factors related
to derivatives are discussed below:

Derivatives Risk. Under recently
adopted rules by the CFTC, transactions in some types of interest rate swaps and index credit default swaps on North American and
European indices will be required to be cleared. In a cleared derivatives transaction, a Fund’s counterparty is a clearing
house (such as CME Clearing, ICE Clearing or LCH. Clearnet), rather than a bank or broker. Since a Fund is not a member of clearing
houses and only members of a clearing house can participate directly in the clearing house, a Fund will hold cleared derivatives
through accounts at clearing members, who are futures commission merchants that are members of the clearing houses and who have
the appropriate regulatory approvals to engage in swap transactions. A Fund will make and receive payments owed under cleared derivatives
transactions (including margin payments) through their accounts at clearing members. Clearing members guarantee performance of
their clients’ obligations to the clearing house. In contrast to bilateral derivatives transactions, following a period of
advance notice to a Fund, clearing members generally can require termination of existing cleared derivatives transactions at any
time and increases in margin above the margin that it required at the beginning of a transaction. Clearing houses also have broad
rights to increase margin requirements for existing transactions and to terminate transactions. Any such increase or termination
could interfere with the ability of a Fund to pursue its investment strategy. Also, a Fund is subject to execution risk if it enters
into a derivatives transaction that is required to be cleared (or that the Advisor expects to be cleared), and no clearing member
is willing or able to clear the transaction on the Fund’s behalf. While the documentation in place between a Fund and its
clearing members generally provides that the clearing members will accept for clearing all transactions submitted for clearing
that are within credit limits specified by the clearing members in advance, the Fund could be subject to this execution risk if
the Fund submits for clearing transactions that exceed such credit limits, if the clearing house does not accept the transactions
for clearing, or if the clearing members do not comply with their agreement to clear such transactions. In that case, the transaction
might have to be terminated, and a Fund could lose some or all of the benefit of any increase in the value of the transaction after
the time of the transaction. In addition, new regulations could, among other things, restrict a Fund’s ability to engage
in, or increase the cost to the Fund of, derivatives transactions, for example, by making some types of derivatives no longer available
to the Fund or increasing margin or capital requirements. If a Fund is not able to enter into a particular derivatives transaction,
the Fund’s investment performance and risk profile could be adversely affected as a result.

Counterparty Risk. Counterparty
risk with respect to OTC derivatives may be affected by new regulations promulgated by the CFTC and SEC affecting the derivatives
market. As described under “Derivatives Risk” above, some derivatives transactions will be required to be cleared,
and a party to a cleared derivatives transaction is subject to the credit risk of the clearing house and the clearing member through
which it holds its cleared position, rather than the credit risk of its original counterparty to the derivative transaction. Clearing
members are required to segregate all funds received from customers with respect to cleared derivatives transactions from the clearing
member’s proprietary assets. However, all funds and other property received by a clearing broker from its customers are generally
held by the clearing broker on a commingled basis in an omnibus account, which may also invest those funds in certain instruments
permitted under the applicable regulations. The assets of a Fund might not be fully protected in the event of the bankruptcy of
the Fund’s clearing member because the Fund would be limited to recovering only a pro rata share of all available funds segregated
on behalf of the clearing broker’s customers for a relevant account class. Also, the clearing member transfers to the clearing
house the amount of margin required by the clearing house for cleared derivatives transactions, which amounts are generally held
in an omnibus account at the clearing house for all customers of the clearing member. For commodities futures positions, the clearing
house may use all of the collateral held in the clearing member’s omnibus account to meet a loss in that account, without
regard to which customer in fact supplied that collateral. Accordingly, in addition to bearing the credit risk of its clearing
member, each customer to a futures transaction also bears “fellow customer” risk from other customers of the clearing
member. However, with respect to cleared swaps positions, recent regulations promulgated by the CFTC require that the clearing
member notify the clearing house of the amount of initial margin provided by the clearing member to the clearing house that is
attributable to each customer. Because margin in respect of cleared swaps must be earmarked for specific clearing member customers,
the clearing house may not use the collateral of one customer to cover the obligations of another customer. However, if the clearing
member does not provide accurate reporting, a Fund is subject to the risk that a clearing house will use the Fund’s assets
held in an omnibus account at the clearing house to satisfy payment obligations of a defaulting customer of the clearing member
to the clearing house. In addition, a clearing member may generally choose to provide to the clearing house the net amount of variation
margin required for cleared swaps for all of the clearing member’s customers in the aggregate, rather than the gross amount
of each customer. A Fund is therefore subject to the risk that a clearing house will not make variation margin payments owed to
the Fund if another customer of the clearing member has suffered a loss and is in default.

Futures and Options on Futures

Each Fund may use interest rate, foreign
currency, index and other futures contracts. A Fund may use options on futures contracts. A futures contract provides for the future
sale by one party and purchase by another party of a specified quantity of the security or other financial instrument at a specified
price and time. A futures contract on an index is an agreement pursuant to which two parties agree to take or make delivery of
an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and
the price at which the index contract originally was written. Although the value of an index might be a function of the value of
certain specified securities, physical delivery of these securities is not always made. A public market exists in futures contracts
covering a number of indexes, as well as financial instruments, including, without limitation: U.S. Treasury bonds; U.S. Treasury
notes; GNMA Certificates; three-month U.S. Treasury bills; 90-day commercial paper; bank certificates of deposit; Eurodollar certificates
of deposit; the Australian Dollar; the Canadian Dollar; the British Pound; the Japanese Yen; the Swiss Franc; the Mexican Peso;
and certain multinational currencies, such as the Euro. It is expected that other futures contracts will be developed and traded
in the future.

A Fund may purchase and write (sell) call
and put futures options. Futures options possess many of the same characteristics as options on securities and indexes (discussed
above). A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short
position (put) in a futures contract at a specified exercise price upon expiration of, or at any time during the period of, the
option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned
the opposite short position. In the case of a put option, the opposite is true. When a purchase or sale of a futures contract is
made by a Fund, the Fund is required to deposit with its futures commission merchant a specified amount of liquid assets (“initial
margin”). The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified
during the term of the contract. The initial margin is in the nature of a performance bond or good faith deposit on the futures
contract that is returned to a Fund upon termination of the contract, assuming all contractual obligations have been satisfied.
A Fund expects to earn taxable interest income on its initial margin deposits. A Fund, as a writer of an option, may have no control
over whether the underlying futures contracts may be sold (call) or purchased (put) and as a result, bears the market risk of an
unfavorable change in the valuation of the futures contracts underlying the written option. A Fund, as a purchaser of an option,
bears the risk that the counterparties to the option may not have the ability to meet the terms of the option contract.

Futures and options on futures are regulated
by the Commodity Futures Trading Commission (“CFTC”). Each Fund may invest in futures, options on futures and other
instruments subject to regulation by the CFTC in reliance upon and in accordance with CFTC Regulation 4.5. Under Regulation 4.5,
if a Fund uses futures, options on futures, or swaps other than for bona fide hedging purposes (as defined by the CFTC), the aggregate
initial margin and premiums on these positions (after taking into account unrealized profits and unrealized losses on any such
positions and excluding the amount by which options that are “in-the-money” at the time of purchase of a new position
are “in-the-money”) may not exceed 5% of the Fund’s liquidation value, or alternatively, the aggregate net notional
value of those positions at the time may not exceed 100% of the Fund’s liquidation value (after taking into account unrealized
profits and unrealized losses on any such positions). The Trust, on behalf of each Fund, has filed a notice of eligibility for
exclusion from the definition of the term “commodity pool operator” in accordance with CFTC Regulation 4.5. Therefore,
as of the date of this SAI, neither the Trust nor any Fund is deemed to be a “commodity pool” or “commodity pool
operator” under the Commodity Exchange Act (“CEA”), and they are not subject to registration or regulation as
such under the CEA. In addition, as of the date of this SAI, the Advisor is not deemed to be a “commodity pool operator”
or “commodity trading adviser” with respect to the advisory services it provides to the Fund. In the future, if a Fund’s
use of futures, options as futures, or swaps requires the Advisor to register as a commodity pool operator with the CFTC with respect
to any Fund, the Advisor will do so at that time.

A futures contract held by a Fund is valued
daily at the official settlement price of the exchange on which it is traded. Each day a Fund pays or receives cash, called “variation
margin”, equal to the daily change in value of the futures contract. This process is known as “marking to market”.
Variation margin does not represent a borrowing or loan by a Fund but is instead a settlement between the Fund and the broker of
the amount one would owe the other if the futures contract expired. In computing daily net asset value, a Fund will mark to market
its open futures positions. A Fund also is required to deposit and to maintain margin with respect to put and call options on futures
contracts written by it. Such margin deposits will vary depending on the nature of the underlying futures contract (and the related
initial margin requirements), the current market value of the option and other futures positions held by a Fund. Although some
futures contracts call for making or taking delivery of the underlying securities, generally these obligations are closed out prior
to delivery by offsetting purchases or sales of matching futures contracts (involving the same exchange, underlying security or
index and delivery month). If an offsetting purchase price is less than the original sale price, a Fund realizes a capital gain,
or if it is more, a Fund realizes a capital loss. Conversely, if an offsetting sale price is more than the original purchase price,
a Fund realizes a capital gain, or if it is less, the Fund realizes a capital loss. The transaction costs also must be included
in these calculations.

A Fund may write covered straddles consisting
of a call and a put written on the same underlying futures contract. A straddle will be covered when sufficient assets are deposited
to meet a Fund’s immediate obligations. A Fund may use the same liquid assets to cover both the call and put options if the
exercise price of the call and put are the same, or if the exercise price of the call is higher than that of the put. In such cases,
a Fund also will segregate liquid assets equivalent to the amount, if any, by which the put is “in the money.”

With respect to options and futures contracts
that are cash settled, each Fund is permitted to set aside liquid assets in an amount equal to the Fund’s daily marked-to-market
net obligations under the contracts (less any amounts the Fund has posted as margin), if any, rather than the full notional value.
In the case of options and futures contracts that are not cash settled, each Fund will set aside liquid assets equal to the full
notional value of the contracts (less any amounts the Fund has posted as margin), while the positions are open.

Stock Index Futures

Each Fund may invest in stock index futures
only as a substitute for a comparable market position in the underlying securities. A stock index future obligates the seller to
deliver (and the purchaser to accept), effectively, an amount of cash equal to a specific dollar amount times the difference between
the value of a specific stock index at the close of the last trading day of the contract and the price at which the agreement is
made. No physical delivery of the underlying stocks in the index is made. With respect to stock indices that are permitted investments,
a Fund intends to purchase and sell futures contracts on the stock index for which it can obtain the best price with consideration
also given to liquidity.

Swap Transactions

Each Fund may enter into interest rate,
currency and index swaps and the purchase or sale of related caps, floors and collars. A Fund may enter into these transactions
to preserve a return or spread on a particular investment or portion of its portfolio, to protect against currency fluctuations
or to protect against any increase in the price of securities it anticipates purchasing at a later date. Swaps may be used in conjunction
with other instruments to offset interest rate, currency or other underlying risks. For example, interest rate swaps may be offset
with “caps,” “floors” or “collars”. A “cap” is essentially a call option which
places a limit on the amount of floating rate interest that must be paid on a certain principal amount. A “floor” is
essentially a put option which places a limit on the minimum amount that would be paid on a certain principal amount. A “collar”
is essentially a combination of a long cap and a short floor where the limits are set at different levels.

A Fund will usually enter into swaps on
a net basis; that is, the two payment streams will be netted out in a cash settlement on the payment date or dates specified in
the instrument, with a Fund receiving or paying, as the case may be, only the net amount of the two payments. To the extent obligations
created thereby may be deemed to constitute senior securities, a Fund will maintain required collateral in a segregated account
consisting of U.S. Government securities or cash or cash equivalents.

Total Return Swaps. Each Fund may
enter into total return swap contracts for investment purposes. Total return swaps are contracts in which one party agrees to make
periodic payments based on the change in market value of the underlying assets, which may include a specified security, basket
of securities or security indexes during the specified period, in return for periodic payments based on a fixed or variable interest
rate of the total return from other underlying assets. Total return swaps may be used to obtain exposure to a security or market
without owning or taking physical custody of such security or market, including in cases in which there may be disadvantages associated
with direct ownership of a particular security. In a typical total return equity swap, payments made by a Fund or the counterparty
are based on the total return of a particular reference asset or assets (such as an equity security, a combination of such securities,
or an index). That is, one party agrees to pay another party the return on a stock, basket of stocks, or stock index in return
for a specified interest rate. By entering into an equity index swap, for example, the index receiver can gain exposure to stocks
making up the index of securities without actually purchasing those stocks. Total return swaps involve not only the risk associated
with the investment in the underlying securities, but also the risk of the counterparty not fulfilling its obligations under the
agreement.

Credit Default Swaps. Each Fund
may enter into credit default swap transactions for investment purposes. A credit default swap may have as reference obligations
one or more securities that are not currently held by a Fund. A Fund may be either the buyer or seller in the transaction. Credit
default swaps may also be structured based on the debt of a basket of issuers, rather than a single issuer, and may be customized
with respect to the default event that triggers purchase or other factors. As a seller, a Fund would generally receive an upfront
payment or a fixed rate of income throughout the term of the swap, which typically is between six months and three years, provided
that there is no credit event. If a credit event occurs, generally the seller must pay the buyer the full face amount of deliverable
obligations of the reference obligations that may have little or no value. The notional value of the credit default swap will be
used to segregate liquid assets for selling protection on credit default swaps. If a Fund were a buyer and no credit event occurs,
the Fund would recover nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer may
elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference
obligation that may have little or no value. When a Fund buys credit default swaps it must segregate an amount at least equal to
the amount of any accrued premium payment obligations including amounts for early terminations. The use of swap transactions by
a Fund entails certain risks, which may be different from, or possibly greater than, the risks associated with investing directly
in the securities and other investments that are the referenced asset for the swap transaction. Swaps are highly specialized instruments
that require investment techniques, risk analyses, and tax planning different from those associated with stocks, bonds, and other
traditional investments. The use of a swap requires an understanding not only of the referenced asset, reference rate, or index,
but also of the swap itself, without the benefit of observing the performance of the swap under all the possible market conditions.
Because some swap transactions have a leverage component, adverse changes in the value or level of the underlying asset, reference
rate, or index can result in a loss substantially greater than the amount invested in the swap itself. Certain swaps have the potential
for unlimited loss, regardless of the size of the initial investment.

A Fund may also purchase credit default
swap contracts in order to hedge against the risk of default of the debt of a particular issuer or basket of issuers, in which
case the Fund would function as the counterparty referenced in the preceding paragraph. This would involve the risk that the investment
may expire worthless and would only generate income in the event of an actual default by the issuer(s) of the underlying obligation(s)
(or, as applicable, a credit downgrade or other indication of financial instability). It would also involve the risk that the seller
may fail to satisfy its payment obligations to the Fund in the event of a default. The purchase of credit default swaps involves
costs, which will reduce a Fund’s return.

Currency Swaps. Each Fund may enter
into currency swap transactions for investment purposes. Currency swaps are similar to interest rate swaps, except that they involve
multiple currencies. A Fund may enter into a currency swap when it has exposure to one currency and desires exposure to a different
currency. Typically the interest rates that determine the currency swap payments are fixed, although occasionally one or both parties
may pay a floating rate of interest. Unlike an interest rate swap, however, the principal amounts are exchanged at the beginning
of the contract and returned at the end of the contract. In addition to paying and receiving amounts at the beginning and termination
of the agreements, both sides will also have to pay in full periodically based upon the currency they have borrowed. Change in
foreign exchange rates and changes in interest rates, as described above, may negatively affect currency swaps.

Interest Rate Swaps. Each Fund may
enter into an interest rate swap in an effort to protect against declines in the value of fixed income securities held by a Fund.
In such an instance, a Fund may agree to pay a fixed rate (multiplied by a notional amount) while a counterparty agrees to pay
a floating rate (multiplied by the same notional amount). If interest rates rise, resulting in a diminution in the value of a Fund’s
portfolio, the fund would receive payments under the swap that would offset, in whole or in part, such diminution in value.

Options on Swaps. A Fund may enter
into options on swap agreements. An option on a swap agreement, or a “swaption,” is a contract that gives a counterparty
the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing
swap agreement, at some designated future time on specified terms. In return, the purchaser pays a “premium” to the
seller of the contract. The seller of the contract receives the premium and bears the risk of unfavorable changes on the underlying
swap. A Fund may write (sell) and purchase put and call swaptions. A Fund may also enter into swaptions on either an asset-based
or liability-based basis, depending on whether the Fund is hedging its assets or its liabilities. A Fund may write (sell) and purchase
put and call swaptions to the same extent it may make use of standard options on securities or other instruments. A Fund may enter
into these transactions primarily to preserve a return or spread on a particular investment or portion of its holdings, as a duration
management technique, to protect against an increase in the price of securities a Fund anticipates purchasing at a later date,
or for any other purposes, such as for speculation to increase returns. Swaptions are generally subject to the same risks involved
in a Fund’s use of options.

Depending on the terms of the particular
option agreement, a Fund will generally incur a greater degree of risk when it writes a swaption than it will incur when it purchases
a swaption. When a Fund purchases a swaption, it risks losing only the amount of the premium it has paid should it decide to let
the option expire unexercised. However, when a Fund writes a swaption, upon exercise of the option the Fund will become obligated
according to the terms of the underlying agreement.

OTC Derivatives Transactions

A Fund may enter into OTC derivatives transactions.
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which that was signed into law
on July 21, 2010, established a new statutory framework that comprehensively regulated the OTC derivatives markets for the first
time. Key DoddFrank Act provisions relating to OTC derivatives require rulemaking by the SEC and the CFTC, not all of which
has been proposed or finalized as at the date of this SAI. Prior to the Dodd-Frank Act, the OTC derivatives markets were traditionally
traded on a bilateral basis (so-called “bilateral OTC transactions”). Now certain OTC derivatives contracts are required
to be centrally cleared and traded on exchanges or electronic trading platforms called swap execution facilities (“SEFs”).

Bilateral OTC transactions differ from
exchange-traded or cleared derivatives transactions in several respects. Bilateral OTC transactions are transacted directly with
dealers and not with a clearing corporation. Without the availability of a clearing corporation, bilateral OTC transaction pricing
is normally done by reference to information from market makers, which information is carefully monitored by the Advisor and verified
in appropriate cases. As bilateral OTC transactions are entered into directly with a dealer, there is a risk of nonperformance
by the dealer as a result of its insolvency or otherwise. Under recently-adopted CFTC regulations, counterparties of registered
swap dealers and major swap participants have the right to elect segregation of initial margin in respect of uncleared swaps. If
a counterparty makes such an election, any initial margin that is posted to the swap dealer or major swap participant must be segregated
in individual customer accounts held at an independent third party custodian. In addition, the collateral may only be invested
in certain categories of instruments identified in the CFTC’s regulations. Agreements covering these segregation arrangements
must generally provide for consent by both the counterparty and the swap dealer or major swap participant to withdraw margin from
the segregated account. Given these limitations on the use of uncleared swaps collateral, there is some likelihood that the electing
counterparty will experience an increase in the costs associated with trading swaps with the relevant swap dealer or major swap
participant. Certain other protections apply to a counterparty to uncleared swaps under the CFTC’s regulations even if the
counterparty does not elect segregation of its initial margin. These regulations are newly adopted, and it remains unclear whether
they will be effective in protecting initial margin in the manner intended in the event of significant market stress or the insolvency
of a swap dealer or major swap participant.

Furthermore, a bilateral OTC transaction
may only be terminated voluntarily by entering into a closing transaction with the dealer with which a Fund originally dealt. Any
such cancellation may require a Fund to pay a premium to that dealer. In those cases in which a Fund has entered into a covered
transaction and cannot voluntarily terminate the transaction, the Fund will not be able to sell the underlying security until the
transaction expires or is exercised or different cover is substituted. The Fund will seek to enter into OTC transactions only with
dealers which agree to, and which are expected to be capable of, entering into closing transactions with the Fund. There is also
no assurance that a Fund will be able to liquidate an OTC transaction at any time prior to expiration.

The requirement to execute certain OTC
derivatives contracts on SEFs may offer certain advantages over traditional bilateral OTC trading, such as ease of execution, price
transparency, increased liquidity and/or favorable pricing. However, SEF trading may make it more difficult and costly for a Fund
to enter into highly tailored or customized transactions and may result in additional costs and risks. Market participants such
as a Fund that execute derivatives contracts through a SEF, whether directly or through a broker intermediary, are required to
submit to the jurisdiction of the SEF and comply with SEF and CFTC rules and regulations which impose, among other things disclosure
and recordkeeping obligations. In addition, a Fund will generally incur SEF or broker intermediary fees when it trades on a SEF.
A Fund may also be required to indemnify the SEF or broker intermediary for any losses or costs that may result from the Fund’s
transactions on the SEF.

When-Issued
or Delayed-Delivery Securities

Each Fund may purchase securities on a
when-issued or delayed delivery basis. For example, delivery of and payment for these securities can take place a month or more
after the date of the purchase commitment. The purchase price and the interest rate payable, if any, on the securities are fixed
on the purchase commitment date or at the time the settlement date is fixed. The value of such securities is subject to market
fluctuations and, in the case of fixed income securities, no interest accrues to a Fund until settlement takes place. When purchasing
a security on a when-issued or delayed-delivery basis, a Fund assumes the rights and risks of ownership of the security, including
the risk of price and yield fluctuations. Accordingly, at the time a Fund makes the commitment to purchase securities on a when-issued
or delayed delivery basis, it will record the transaction, reflect the value each day of such securities in determining its net
asset value and, if applicable, calculate the maturity for the purposes of average maturity from that date. At the time of its
acquisition, a when-issued security may be valued at less than the purchase price. Each Fund will make commitments for such when-issued
transactions only when it has the intention of actually acquiring the securities. To facilitate such acquisitions, a Fund will
maintain with the custodian a segregated account with liquid assets, consisting of cash, U.S. government securities or other appropriate
securities, in an amount at least equal to such commitments. On delivery dates for such transactions, a Fund will meet its obligations
from maturities or sales of the securities held in the segregated account and/or from cash flow. If, however, a Fund chooses to
dispose of the right to acquire a when-issued security prior to its acquisition, it could, as with the disposition of any other
portfolio obligation, recognize a taxable capital gain or loss due to market fluctuation. Also, a Fund may be disadvantaged if
the other party to the transaction defaults.

Repurchase
Agreements

Each Fund may enter into repurchase agreements
with respect to its portfolio securities. Pursuant to such agreements, a Fund acquires securities from financial institutions such
as banks and broker-dealers deemed to be creditworthy by the Advisor, subject to the seller’s agreement to repurchase and
the Fund’s agreement to resell such securities at a mutually agreed upon date and price. The repurchase price generally equals
the price paid by a Fund plus interest negotiated on the basis of current short-term rates (which may be more or less than the
rate on the underlying portfolio security). Securities subject to repurchase agreements will be held by the custodian or in the
Federal Reserve/Treasury Book-Entry System or an equivalent foreign system. The seller under a repurchase agreement will be required
to maintain the value of the underlying securities at not less than 102% of the repurchase price under the agreement. If the seller
defaults on its repurchase obligation, a Fund will suffer a loss to the extent that the proceeds from a sale of the underlying
securities are less than the repurchase price under the agreement. Bankruptcy or insolvency of such a defaulting seller may cause
a Fund’s rights with respect to such securities to be delayed or limited. Repurchase agreements are considered to be loans
under the 1940 Act.

Illiquid
and Restricted Securities

A Fund may invest up to 15% of its net
assets in illiquid securities, including (i) securities for which there is no readily available market; (ii) securities in which
the disposition would be subject to legal restrictions (so called “restricted securities”); (iii) repurchase agreements
having more than seven days to maturity; and (iv) securities that the Fund reasonably expects cannot be sold or disposed of in
current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value
of the securities. However, a Fund will not acquire illiquid securities if, as a result, such securities would comprise more than
15% of the value of the Fund’s net assets. The Trust’s Board of Trustees (the “Board”) or its delegate
has the ultimate authority to determine, to the extent permissible under the federal securities laws, which securities are liquid
or illiquid for purposes of this 15% limitation. The Board has delegated to the Advisor the day-to-day determination of the illiquidity
of any security held by the Fund, although it has retained oversight and ultimate responsibility for such determinations. Although
no definitive liquidity criteria are used, the Board has directed the Advisor to consider to such factors as (a) frequency of trading
and availability of quotations; (b) the number of dealers willing to purchase or sell the security and the availability of buyers;
(c) the willingness of dealers to be market makers in the security; and (d) the nature of trading activity including (i) the time
needed to dispose of a position or part of a position and (ii) offer and solicitation methods. A considerable period of time may
elapse between the Fund’s decision to sell such securities and the time when the Fund is able to sell them, during which
time the value of the securities could decline. Illiquid securities will usually be priced at fair value as determined in good
faith by the Board or its delegate. If, through the appreciation of illiquid securities or the depreciation of liquid securities,
more than 15% of the value of a Fund’s net assets is invested in illiquid securities, including restricted securities which
are not readily marketable, the Fund will take such steps as is deemed advisable, if any, to protect liquidity.

A Fund may invest in restricted securities.
Restricted securities may be sold only in privately negotiated transactions or in a public offering with respect to which a registration
statement is in effect under the Securities Act of 1933, as amended (the “1933 Act”). Where registration is required,
a Fund may be obligated to pay all or part of the registration expenses and a considerable period may elapse between the time of
the decision to sell and the time the Fund may be permitted to sell a security under an effective registration statement. If, during
such a period, adverse market conditions were to develop, the Fund might obtain a less favorable price than that which prevailed
when it decided to sell. Restricted securities issued pursuant to Rule 144A and Regulation S under the 1933 Act that have a readily
available market usually are not deemed illiquid for purposes of this limitation by the Fund. However, investing in Rule 144A or
Regulation S securities could result in increasing the level of the Fund’s illiquidity if qualified institutional buyers
become, for a time, uninterested in purchasing these securities.

Large
Shareholder Redemption Risk

Certain account holders may from time to
time own (beneficially or of record) or control a significant percentage of a Fund’s shares. Redemptions by these account
holders of their shares in a Fund may impact the Fund’s liquidity and net asset value. Such redemptions may also force a
Fund to sell securities at a time when it would not otherwise do so, which may increase the Fund’s broker costs and impact
shareholder taxes.

Lending
Portfolio Securities

Consistent with applicable regulatory requirements
and the Funds’ investment restrictions, a Fund may lend portfolio securities to securities broker-dealers or financial institutions,
provided that such loans are callable at any time by the Fund (subject to notice provisions described below), and are at all times
secured by cash or cash equivalents, which are maintained in a segregated account pursuant to applicable regulations and that are
at least equal to the market value, determined daily, of the loaned securities. The advantage of such loans is that the Fund continues
to receive the income on the loaned securities while at the same time earns interest on the cash amounts deposited as collateral,
which will be invested in short-term obligations. A Fund will not lend portfolio securities if such loans are not permitted by
the laws or regulations of any state in which its shares are qualified for sale. A Fund’s loans of portfolio securities will
be collateralized in accordance with applicable regulatory requirements and no loan will cause the value of all loaned securities
to exceed 33 1/3% of the value of a Fund’s total assets.

A loan may generally be terminated by the
borrower on one business day’s notice, or by a Fund on five business days’ notice. If the borrower fails to deliver
the loaned securities within five days after receipt of notice or fails to maintain the requisite amount of collateral, a Fund
could use the collateral to replace the securities while holding the borrower liable for any excess of replacement cost over collateral.
As with any extensions of credit, there are risks of delay in recovery and in some cases even loss of rights in the collateral
should the borrower of the securities fail financially. However, these loans of portfolio securities will only be made to firms
deemed by the Funds’ management to be creditworthy and when the income that can be earned from such loans justifies the attendant
risks. Upon termination of the loan, the borrower is required to return the securities to the Fund. Any gain or loss in the market
price during the loan period would inure to the Fund. The risks associated with loans of portfolio securities are substantially
similar to those associated with repurchase agreements. Thus, if the counterparty to the loan petitions for bankruptcy or becomes
subject to the U.S. Bankruptcy Code, the law regarding the rights of a Fund is unsettled. As a result, under extreme circumstances,
there may be a restriction on the Fund’s ability to sell the collateral, and the Fund would suffer a loss. When voting or
consent rights that accompany loaned securities pass to the borrower, a Fund will follow the policy of calling the loaned securities,
to be delivered within one day after notice, to permit the exercise of such rights if the matters involved would have a material
effect on the Fund’s investment in such loaned securities. Each Fund will pay reasonable finder’s, administrative and
custodial fees in connection with a loan of its securities.

Market Conditions

Events in certain sectors historically
have resulted, and may in the future result, in an unusually high degree of volatility in the financial markets, both domestic
and foreign. These events have included, but are not limited to: bankruptcies, corporate restructurings, and other events related
to the sub-prime mortgage crisis in 2008; governmental efforts to limit short selling and high frequency trading; measures to address
U.S. federal and state budget deficits; social, political, and economic instability in Europe; economic stimulus by the Japanese
central bank; steep declines in oil prices; dramatic changes in currency exchange rates; and China's economic slowdown. Interconnected
global economies and financial markets increase the possibility that conditions in one country or region might adversely impact
issuers in a different country or region. Such events may cause significant declines in the values and liquidity of many securities
and other instruments. It is impossible to predict whether such conditions will recur. Because such situations may be widespread,
it may be difficult to identify both risks and opportunities using past models of the interplay of market forces, or to predict
the duration of such events.

Europe
– Recent Events

A number of countries in Europe have experienced
severe economic and financial difficulties. Many non-governmental issuers, and even certain governments, have defaulted on, or
been forced to restructure, their debts; many other issuers have faced difficulties obtaining credit or refinancing existing obligations;
financial institutions have in many cases required government or central bank support, have needed to raise capital, and/or have
been impaired in their ability to extend credit; and financial markets in Europe and elsewhere have experienced extreme volatility
and declines in asset values and liquidity. These difficulties may continue, worsen or spread within or outside Europe. Responses
to the financial problems by European governments, central banks and others, including austerity measures and reforms, may not
work, may result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further
defaults or restructurings by governments and others of their debt could have additional adverse effects on economies, financial
markets and asset valuations around the world.

The European Union (the “EU”)
currently faces major issues involving its membership, structure, procedures and policies, including the successful political,
economic and social integration of new member states, the EU’s resettlement and distribution of refugees, and resolution
of the EU’s problematic fiscal and democratic accountability. In addition, one or more countries may abandon the Euro, the
common currency of the EU, and/or withdraw from the EU. The impact of these actions, especially if they occur in a disorderly fashion,
is not clear but could be significant and far-reaching.

In June 2016, the United Kingdom (the
“UK”) voted in a referendum to leave the EU. On March 29, 2017, the UK delivered a letter invoking Article 50 of the
Lisbon Treaty and notifying the European Council of its decision to withdraw from the EU. The letter triggered the two-year withdrawal
negotiation process, and it was anticipated that the UK would leave the EU on or before March 29, 2019; however, this date has
been extended to January 31, 2020, the outcome of negotiations remains uncertain, and it is possible this date may be extended
again. UK businesses are increasingly preparing for a disorderly Brexit, and the consequences for European and UK businesses could
be severe. The Fund will face risks associated with the potential uncertainty and consequences that may follow Brexit, including
with respect to volatility in exchange rates and interest rates. Brexit could adversely affect European or worldwide political,
regulatory, economic or market conditions and could contribute to instability in global political institutions, regulatory agencies
and financial markets. Brexit could also lead to legal uncertainty and politically divergent national laws and regulations as
a new relationship between the UK and EU is defined and the UK determined which EU laws to replace or replicate. It is unclear
how withdrawal negotiations will be conducted and what the potential consequences may be. In addition, it is possible that measures
could be taken to revote on the issue of Brexit, or that portions of the UK could seek to separate and remain a part of the EU.
Any of these effects of Brexit could adversely affect any of the companies to which the Fund has exposure and any other assets
in which the Fund invests.

Whether or not the Funds invest in securities
of issuers located in Europe or with significant exposure to European issuers or countries, these events could negatively affect
the value and liquidity of the Funds’ investments due to the interconnected nature of the global economy and capital markets.
The Funds may also be susceptible to these events to the extent that the Funds invests in municipal obligations with credit support
by non-U.S. financial institutions.

Developments in
the China Region

After nearly 30 years of unprecedented
growth, the People’s Republic of China now faces a slowing economy. The real estate market, which many observers believed
to be inflated, has begun to decline. Local governments, which had borrowed heavily to bolster growth, face high debt burdens and
limited revenue sources. As a result, demand for Chinese exports by the United States and countries in Europe, and demands for
Chinese imports from such countries, may weaken due to the effects of more limited economic growth. Additionally, Chinese actions
to lay claim to disputed islands have caused relations with China’s regional trading partners to suffer, and could cause
further disruption to regional and international trade. In the long run, China’s ability to develop and sustain a credible
legal, regulatory, monetary, and socioeconomic system could influence the course of outside investment.

Temporary
Investments

Each Fund may take temporary defensive
measures that are inconsistent with the Fund’s normal fundamental or non-fundamental investment policies and strategies in
response to adverse market, economic, political, or other conditions as determined by the Advisor. Such measures could include,
but are not limited to, investments in (1) highly liquid short-term fixed income securities issued by or on behalf of municipal
or corporate issuers, obligations of the U.S. government and its agencies, commercial paper, and bank certificates of deposit;
(2) repurchase agreements involving any such securities; and (3) other money market instruments. Each Fund also may invest in shares
of money market mutual funds to the extent permitted under applicable law. Money market mutual funds are investment companies,
and the investments in those companies by a Fund are in some cases subject to certain fundamental investment restrictions. As a
shareholder in a mutual fund, a Fund will bear its ratable share of its expenses, including management fees, and will remain subject
to payment of the fees to the Advisor, with respect to assets so invested. A Fund may not achieve its investment objectives during
temporary defensive periods.

INVESTMENT RESTRICTIONS

Each Fund has adopted the following restrictions
as fundamental policies, which may not be changed without the favorable “vote of the holders of a majority of the outstanding
voting securities” of the Fund, as defined in the 1940 Act. Under the 1940 Act, the “vote of the holders of a majority
of the outstanding voting securities” of a Fund means the vote of the holders of the lesser of (i) 67% of the shares of the
Fund represented at a meeting at which the holders of more than 50% of its outstanding shares are represented or (ii) more than
50% of the outstanding shares of the Fund. Each Fund’s investment objective is a non-fundamental policy and may be changed
without shareholder approval.

The Funds may not:

1. Issue senior securities, borrow money or pledge its assets, except that (i) a Fund may borrow from
banks in amounts not exceeding one-third of its net assets (including the amount borrowed); and (ii) this restriction shall not
prohibit the Fund from engaging in options transactions or short sales and in investing in financial futures and reverse repurchase
agreements;

2. Act as underwriter, except to the extent a Fund may be deemed to be an underwriter in connection
with the sale of securities in its investment portfolio;

3. Invest 25% or more of its total assets, calculated at the time of purchase, in any one industry
(other than securities issued by the U.S. Government, its agencies and instrumentalities);

4. Purchase or sell real estate or interests in real estate or real estate limited partnerships (although
a Fund may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real
estate, such as real estate investment trusts (“REITs”);

5. Make loans of money, except (a) for purchases of debt securities consistent with the investment
policies of a Fund, (b) by engaging in repurchase agreements or, (c) through the loan of portfolio securities in an amount up to
33 1/3% of the Fund’s net assets; arba

6. Purchase or sell commodities or commodity futures contracts (although a Fund may invest in financial
futures and in companies involved in the production, extraction, or processing of agricultural, energy, base metals, precious metals,
and other commodity-related products).

Each Fund observes the following restriction
as a matter of operating but not fundamental policy, pursuant to positions taken by federal regulatory authorities:

A Fund may not invest, in the
aggregate, more than 15% of its net assets in securities with legal or contractual restrictions on resale, securities that are
not readily marketable, repurchase agreements with more than seven days to maturity, and securities that the Fund reasonably expects
cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly
changing the market value of the securities.

Except with respect to borrowing, if a
percentage or rating restriction on investment or use of assets set forth herein or in the Prospectus is adhered to at the time
a transaction is effected, later changes in percentage resulting from any cause other than actions by a Fund will not be considered
a violation.

MANAGEMENT OF THE FUNDS

Trustees and Officers

The overall management of the business
and affairs of the Trust is vested with its Board of Trustees. The Board approves all significant agreements between the Trust
and persons or companies furnishing services to it, including the agreements with the Advisor, co-administrators, distributor,
custodian and transfer agent. The day-to-day operations of the Trust are delegated to its officers, except that the Advisor is
responsible for making day-to-day investment decisions in accordance with the Fund’s investment objective, strategies, and
policies, all of which is subject to general supervision by the Board.

The Trustees and officers of the Trust,
their years of birth and positions with the Trust, term of office with the Trust and length of time served, their business addresses
and principal occupations during the past five years and other directorships held during the past five years are listed in the
table below. Unless noted otherwise, each person has held the position listed for a minimum of five years. Charles H. Miller, Ashley
Toomey Rabun, William H. Young and John Zader are all of the Trustees who are not “interested persons” of the Trust,
as that term is defined in the 1940 Act (collectively, the “Independent Trustees”).

Name,
    Address, Year of Birth and Position(s) held with Trust
Term
    of Officec and Length of Time Served
Principal
    Occupation During the
Past Five Years and Other Affiliations
Number
    of Portfolios in the Fund Complex Overseen by Trustee
d
Kiti
    Directorships Held by Trustee During the Past Five Years
“Independent”
    Trustees:

Charles H. Miller a

(born 1947)

Trustee

Since
    November 2007
Retired
    (2013 – present); and Executive Vice President, Client Management and Development, Access Data, a Broadridge company,
    a provider of technology and services to asset management firms (1997 – 2012).
2

Investment Managers Series Trust,
        a registered investment company

(includes 58 portfolios) and
        361 Social Infrastructure Fund, a closed-end investment company.

Ashley Toomey Rabun a

(born 1952)

Trustee and Chairperson of the Board

Since
    November 2007
Retired
    (2016 – present); and President and Founder, InvestorReach, Inc. a financial services consulting firm (1996 – 2015).
2

Investment Managers Series Trust,
        a registered investment company

(includes 58 portfolios), 361
        Social Infrastructure Fund, a closed-end investment company, and Select Sector SPDR Trust, a registered investment company
        (includes 11 portfolios).

William H. Young a

(born 1950)

Trustee

Since
    November 2007
Retired
    (2014 – present); Independent financial services consultant (1996 – 2014); Interim CEO, Unified Fund Services Inc. (now
    Huntington Fund Services), a mutual fund service provider (2003 – 2006); Senior Vice President, Oppenheimer Management Company
    (1983 – 1996); and Chairman, NICSA, an investment management trade association (1993 – 1996).
2

Investment Managers Series Trust,
        a registered investment company

(includes 58 portfolios) and
        361 Social Infrastructure Fund, a closed-end investment company.

Name,
    Address, Year of Birth and Position(s) held with Trust
Term
    of Officec and Length of Time Served
Principal
    Occupation During the
Past Five Years and Other Affiliations
Number
    of Portfolios in the Fund Complex Overseen by Trustee
d
Kiti
    Directorships Held by Trustee During the Past Five Years

John P. Zader a

(born 1961)

Trustee

Since
    November 2007
Retired
    (June 2014 – present); CEO, UMB Fund Services, Inc., a mutual fund and hedge fund service provider, and the transfer agent,
    fund accountant, and co-administrator for the Fund (December 2006 – June 2014); and President, Investment Managers Series
    Trust (December 2007 – June 2014).
2

Investment Managers Series Trust,
        a registered investment company

(includes 58 portfolios), Investment
        Managers Series Trust II, a registered investment company (includes 12 portfolios), and 361 Social Infrastructure Fund,
        a closed-end investment company.

Interested
    Trustees:

Eric M. Banhazl b†

(born 1957)

Trustee

Since January 2008 Chairman, Foothill Capital Management, LLC,
    a registered investment advisor (2018 – present);; Chairman (2016 – present), and President (2006 – 2015),
    Mutual Fund Administration, LLC, the co-administrator for the Fund; and Trustee and Vice President, Investment Managers Series
    Trust (December 2007 – March 2016).
2

Investment Managers Series Trust,
        a registered investment company

(includes 58 portfolios), Investment
        Managers Series Trust II, a registered investment company (includes 12 portfolios), and 361 Social Infrastructure Fund,
        a closed-end investment company.

Name,
    Address, Year of Birth and Position(s) held with Trust
Term
    of Officec and Length of Time Served
Principal
    Occupation During the
Past Five Years and Other Affiliations
Number
    of Portfolios in the Fund Complex Overseen by Trustee
d
Kiti
    Directorships Held by Trustee During the Past Five Years

Maureen Quill a*

(born 1963)

Trustee and President

Since June 2019 President, Investment
    Managers Series Trust (June 2014 – present); President, UMB Distribution Services (March 2013 – present); EVP/Executive
    Director Registered Funds (January 2018 – present), Chief Operating Officer (June 2014 – January 2018), and Executive
    Vice President (January 2007 – June 2014), UMB Fund Services, Inc.; Vice President, Investment Managers Series Trust
    (December 2013 – June 2014); and President, 361 Social Infrastructure Fund (December 2019 – present).
2 Investissements
    Managers Series Trust, a registered investment company (includes 58 portfolios) and 361 Social Infrastructure Fund, a closed-end
    investment company.
Officers
    of the Trust

Rita Dam b

(born 1966)

Treasurer and Assistant Secretary

Since
    December 2007
Co-President,
    Foothill Capital Management, LLC, a registered investment advisor (2018 – present);; Co-Chief Executive Officer (2016
    – present), and Vice President (2006 – 2015), Mutual Fund Administration LLC; and Treasurer, 361 Social Infrastructure
    Fund (December 2019 – present).
N/A N/A

Joy Ausili b

(born 1966)

Vice-President, Assistant Secretary and Assistant
        Treasurer

Since
    March 2016
Co-President,
    Foothill Capital Management, LLC, a registered investment advisor (2018 – present);; Co- Chief Executive Officer (2016
    – present), and Vice President (2006 – 2015), Mutual Fund Administration LLC; Secretary and Assistant Treasurer,
    Investment Managers Series Trust (December 2007 – March 2016); and Vice President and Assistant Secretary, 361 Social
    Infrastructure Fund (December 2019 – present).
N/A N/A

Diane Drake b

(born 1967)

Secretary

Since
    March 2016
Senior
    Counsel, Mutual Fund Administration, LLC (October 2015 – present); Chief Compliance Officer, Foothill Capital Management,
    LLC, a registered investment advisor (2018 – 2019); Managing Director and Senior Counsel, BNY Mellon Investment Servicing
    (US) Inc. (2010 – 2015); and Secretary, 361 Social Infrastructure Fund (December 2019 – present).
N/A N/A

Name,
    Address, Year of Birth and Position(s) held with Trust
Term
    of Officec and Length of Time Served
Principal
    Occupation During the
Past Five Years and Other Affiliations
Number
    of Portfolios in the Fund Complex Overseen by Trustee
d
Kiti
    Directorships Held by Trustee During the Past Five Years

Martin Dziura b

(born 1959)

Chief Compliance Officer

Since
    June 2014
Principal,
    Dziura Compliance Consulting, LLC (October 2014 – present); Managing Director, Cipperman Compliance Services (2010 –
    September 2014); Chief Compliance Officer, Hanlon Investment Management (2009-2010); and Vice President − Compliance,
    Morgan Stanley Investment Management (2000 − 2009).
N/A N/A

a Address for certain Trustees and certain officers: 235 West Galena Street, Milwaukee, Wisconsin
53212.
b Address for Mr. Banhazl, Ms. Ausili, Ms. Dam, Ms. Drake: 2220 E. Route 66, Suite 226, Glendora,
California 91740.

Address for Mr. Dziura:
309 Woodridge Lane, Media, Pennsylvania 19063.

c Trustees and officers serve until their successors have been duly elected.
d The Trust
                                         is comprised of numerous series managed by unaffiliated investment advisors. The term
                                         “Fund Complex” applies only to the series managed by the same investment
                                         advisor. The Funds do not hold themselves out as related to any other series within the
                                         Trust, for purposes of investment and investor services.
Mr. Banhazl is an “interested person” of the Trust by virtue of his position with Mutual
Fund Administration, LLC.
* Ms. Quill is an “interested
                                         person” of the Trust by virtue of her position with UMB Fund Services, Inc.

Compensation

Each Independent Trustee receives from
the Trust a quarterly retainer of $30,000. Each Independent Trustee also receives $4,000 for each special in-person meeting attended
and $1,000 for each telephonic meeting attended. In addition, Ms. Rabun receives an additional annual retainer of $25,000 for serving
as Chairperson of the Board; and each of Mr. Young, Mr. Miller and Mr. Zader receives an additional annual retainer of $10,000
for serving as Audit Committee Chair, Valuation Committee Chair and Nominating, Governance and Regulatory Review Committee Chair,
respectively. The Trust has no pension or retirement plan. No other entity affiliated with the Trust pays any compensation to the
Trustees.

The Trustees may elect to defer payment
of their compensation from the Fund under the non-qualified Deferred Compensation Plan for Trustees under which trustees may defer
receipt of all or part of their compensation from the Fund. Amounts deferred are deemed invested in shares of one or more of the
funds, as selected by the Trustee from time to time. A Trustee’s deferred compensation account will be paid at such times
as elected by the Trustee, subject to certain mandatory payment provisions in the Deferred Compensation Plan. Deferral and payment
elections under the Deferred Compensation Plan are subject to strict requirements for modification.

Aggregate Compensation from each Fund for the fiscal year
ended October 31, 2019:

Charles
    H. Miller, Trustee, and Valuation Committee Chair
Ashley
    Toomey Rabun, Trustee and Chairperson
William
    H. Young, Trustee and Audit Committee Chair
John
    P. Zader, Trustee and Nominating, Governance and Regulatory Review Committee Chair
Advisory
    Research All Cap Value Fund
$(  ) $(  ) $(  ) $(  )
Advisory
    Research Strategic Income Fund
$(  ) $(  ) $(  ) $(  )
Pension
    or Retirement Benefits Accrued as Part of Fund’s Expenses1
Aucun Aucun Aucun Aucun
Estimated
    Annual Benefits Upon Retirement
Aucun Aucun Aucun Aucun
Total
    Compensation from Fund and Fund Complex Paid to Trustees2
$(  ) $(  ) $(  ) $(  )

1 Mr. Zader and Mr. Miller elected to defer payment
of their compensation from the Funds under the Funds’ non-qualified Deferred Compensation Plan for Trustees under which
trustees may defer receipt of all or part of their compensation from the Funds. Amounts deferred are deemed invested in shares
of one or more series of the Trust, as selected by the Trustee from time to time. A Trustee’s deferred compensation account
will be paid in cash at such times as elected by the Trustee, subject to certain mandatory payment provisions in the Deferred
Compensation Plan. Deferral and payment elections under the Deferred Compensation Plan are subject to strict requirements for
modification. For the fiscal year ended October 31, 2019, the total amount of deferred compensation (including interest) payable
from the Funds to Mr. Zader and Mr. Miller was $( ) and $( ), respectively.
2 There are currently numerous portfolios comprising
the Trust. The term “Fund Complex” applies only to the series managed by the same investment advisor. The Funds do
not hold themselves out as related to any other series within the Trust, for purposes of investment and investor services. For
the Funds’ fiscal year ended October 31, 2019, the aggregate Independent Trustees’ fees for the Trust were $( ).

Mr. Banhazl and Ms. Quill are not compensated
for their service as Trustees because of their affiliation with the Trust. Officers of the Trust are not compensated by the Funds
for their services.

Additional Information Concerning the
Board and the Trustees

The current Trustees were selected
in November 2007 (January 2008 for Mr. Banhazl and June 2019 for Ms. Quill) with a view towards establishing a Board that would
have the broad experience needed to oversee a registered investment company comprised of multiple series employing a variety of
different investment strategies. As a group, the Board has extensive experience in many different aspects of the financial services
and asset management industries.

The Trustees were selected to join
the Board based upon the following factors, among others: character and integrity; willingness to serve and willingness and ability
to commit the time necessary to perform the duties of a Trustee; as to each Trustee other than Mr. Banhazl, Ms. Quill and Mr.
Zader (at the time), satisfying the criteria for not being classified as an “interested person” of the Trust as defined
in the 1940 Act; and, as to Mr. Banhazl and Ms. Quill, their respective positions with Mutual Fund Administration, LLC and UMB
Fund Services, Inc., the Trust’s co-administrators. In addition, the Trustees have the following specific experience, qualifications,
attributes and/or skills relevant to the operations of the Trust:

Ms. Rabun has substantial senior executive experience in mutual fund marketing and distribution
and serving in senior executive and board positions with mutual funds, including multiple series trusts similar to the Trust.

Mr. Miller has significant senior executive experience with respect to marketing and distribution
of mutual funds, including multiple series trusts similar to the Trust.

Mr. Young has broad senior executive experience with respect to the operations and management of
mutual funds and administrative service providers, including multiple series trusts similar to the Trust.

Mr. Banhazl has significant experience serving in senior executive and board positions for mutual
funds and with respect to the organization and operation of mutual funds and multiple series trusts similar to the Trust.

Mr. Zader has substantial experience serving in senior executive positions at mutual fund administrative
service providers.

Ms. Quill has substantial experience
                                         serving in senior executive positions at mutual fund administrative service providers.

In its periodic self-assessment of the
effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily
in the broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately
diverse) skills and experience to oversee the business of the Fund. The summaries set forth above as to the qualifications, attributes
and skills of the Trustees are required by the registration form adopted by the SEC, do not constitute holding out the Board or
any Trustee as having any special expertise or experience, and do not impose any greater responsibility or liability on any such
person or on the Board as a whole than would otherwise be the case.

The Board of Trustees has three standing
committees: the Audit Committee, the Nominating, Governance and Regulatory Review Committee (the “Nominating Committee”),
and the Valuation Committee.

The function of the Audit Committee,
                                         with respect to each series of the Trust, is to review the scope and results of the series’
                                         annual audit and any matters bearing on the audit or the series’ financial statements
                                         and to assist the Board’s oversight of the integrity of the series’ pricing
                                         and financial reporting. The Audit Committee is comprised of all of the Independent Trustees
                                         and is chaired by Mr. Young. It does not include any Interested Trustees. The Audit Committee
                                         is expected to meet at least twice a year with respect to each series of the Trust.
                                         Audit Committee (met twice) during the fiscal year ended October 31, 2019 with respect
                                         to the Funds.

The Audit Committee also serves
as the Qualified Legal Compliance Committee (“QLCC”) for the Trust for the purpose of compliance with Rules 205.2(k)
and 205.3(c) of the Code of Federal Regulations regarding alternative reporting procedures for attorneys retained or employed by
an issuer who appear and practice before the SEC on behalf of the issuer.

The Nominating Committee is
                                         responsible for reviewing matters pertaining to composition, committees, and operations
                                         of the Board, as well as assisting the Board in overseeing matters related to certain
                                         regulatory issues. The Nominating Committee meets from time to time as needed. The Nominating
                                         Committee will consider trustee nominees properly recommended by the Trust’s shareholders.
                                         Shareholders who wish to recommend a nominee should send nominations that include, among
                                         other things, biographical data and the qualifications of the proposed nominee to the
                                         Trust’s Secretary. The Independent Trustees comprise the Nominating Committee,
                                         and the Committee is chaired by Mr. Zader. The Nominating Committee (met once) during
                                         the fiscal year ended October 31, 2019.

The function of the Valuation
                                         Committee is to recommend to the Board for its approval methodologies for valuing securities
                                         held by any series of the Trust for which current and reliable market quotations are
                                         not readily available; monitor prices determined by officers of the Trust pursuant to
                                         such methodologies; and approve fair valued security prices that are not determined pursuant
                                         to an approved methodology. The actions of the Valuation Committee are subsequently reviewed
                                         by the Board. The Valuation Committee is comprised of all the Trustees and is chaired
                                         by Mr. Miller, but action may be taken by any one of the Trustees. The Valuation Committee
                                         meets as needed. The table below shows the number of times that the Valuation Committee
                                         met during the fiscal year ended October 31, 2019 with respect to the Funds.

Fund
    vardas
Number
    of Meetings
All
    Cap Value Fund
(0)
Strategic
    Income Fund
(1)

Independent Trustees comprise 67% of
the Board and Ashley Toomey Rabun, an Independent Trustee, serves as Chairperson of the Board. The Chairperson serves as a key
point person for dealings between the Trust’s management and the other Independent Trustees. As noted above, through the
committees of the Board the Independent Trustees consider and address important matters involving each series of the Trust, including
those presenting conflicts or potential conflicts of interest. The Independent Trustees also regularly meet outside the presence
of management and are advised by independent legal counsel. The Board has determined that its organization and leadership structure
are appropriate in light of its fiduciary and oversight obligations, the special obligations of the Independent Trustees, and
the relationship between the Interested Trustees and the Trust’s co-administrators. The Board also believes that its structure
facilitates the orderly and efficient flow of information to the Independent Trustees from management.

Consistent with its responsibility for
oversight of the Funds in the interests of shareholders, the Board among other things oversees risk management of the Fund’s
investment programs and business affairs directly and through the Audit Committee. The Board has emphasized to the Advisor the
importance of maintaining vigorous risk management programs and procedures.

A Fund faces a number of risks, such as
investment risk, valuation risk, reputational risk, risk of operational failure or lack of business continuity, and legal, compliance
and regulatory risk. Risk management seeks to identify and address risks, c'est-à-dire, events or circumstances that could have
material adverse effects on the business, operations, shareholder services, investment performance or reputation of the Fund. Under
the overall supervision of the Board, the Advisor and other service providers to each Fund employ a variety of processes, procedures
and controls to identify various of those possible events or circumstances, to lessen the probability of their occurrence and/or
to mitigate the effects of such events or circumstances if they do occur. Different processes, procedures and controls are employed
with respect to different types of risks. Various personnel, including the Trust’s Chief Compliance Officer (the “CCO”),
the Advisor’s management, and other service providers (such as the Fund’s independent registered public accounting
firm) make periodic reports to the Board or to the Audit Committee with respect to various aspects of risk management. The Board
recognizes that not all risks that may affect a Fund can be identified, that it may not be practical or cost-effective to eliminate
or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Fund’s
investment objective, and that the processes, procedures and controls employed to address certain risks may be limited in their
effectiveness. Moreover, reports received by the Trustees as to risk management matters are typically summaries of the relevant
information. As a result of the foregoing and other factors, the Board’s risk management oversight is subject to substantial
limitations.

Fund Shares Beneficially Owned by Trustees. Certain
information regarding ownership by the Trustees of the Funds and other series of the Trust, as of December 31, 2019, is set forth
in the following table.

vardas
    of Trustee
Dollar
    Range of Equity Securities in the Funds ($)
Aggregate
    Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies
    ($)
Charles
    H. Miller, Independent Trustee
Aucun (None)
Ashley
    Toomey Rabun, Independent Trustee
Aucun (None)
William
    H. Young, Independent Trustee
Aucun ($10,001
    – $50,000)
John
    P. Zader, Independent Trustee
Aucun (None)
Eric
    M. Banhazl, Interested Trustee
Aucun ($50,001
    – $100,000)
Maureen
    Quill, Interested Trustee
Aucun (None)

Control Persons, Principal Shareholders,
and Management Ownership

The following table lists the control
persons of the Funds as of February 3, 2020. A control person is one who owns beneficially or through controlled companies more
than 25% of the voting securities of a Fund or acknowledges the existence of control.1 Shareholders with a controlling
interest could affect the outcome of voting or the direction of management of a Fund.

Fund Kontrolė
    Persons
Jurisdiction

Percentage of Total Outstanding

Shares of a Fund as of February
        3, 2020

All
    Cap Value Fund
(  ) (  ) (  )%
Strategic
    Income Fund
(  ) (  ) (  )%

1 The Funds have no information regarding the beneficial owners of Fund shares owned through accounts
with financial intermediaries.

The following table lists the principal
shareholders of the Funds as of February 3, 2020. The principal shareholders are holders of record of more than 5% of the outstanding
shares of the indicated classes of the Funds, including the listed shareholders that are financial intermediaries.1

Fund Shareholder

Percentage of Total Outstanding

Shares of a Fund as of February
        3, 2020

All
    Cap Value Fund
(  ) (  )%
Strategic
    Income Fund
(  ) (  )%

1 The Funds have no information regarding the beneficial owners of Fund shares owned through accounts
with financial intermediaries.

As of February 3, 2020, the Trustees
and officers of the Trust as a group did not own more than 1% of the outstanding shares of the Funds. Furthermore, neither the
Independent Trustees, nor members of their immediate families, own securities beneficially or of record in the Advisor, the Funds’
distributor, IMST Distributors, LLC (the “Distributor”), or any of their respective affiliates.

The Advisor

Advisory Research, Inc. located at
Two Prudential Plaza, 180 N. Stetson Avenue, Chicago, Illinois 60601, acts as investment advisor to the Funds pursuant to an Investment
Advisory Agreement (the “Advisory Agreement”). The Advisor is owned by Ostara Inc.

Subject to such policies as the Board of
Trustees may determine, the Advisor is ultimately responsible for investment decisions for each Fund. Pursuant to the terms of
the Advisory Agreement, the Advisor provides each Fund with such investment advice and supervision as it deems necessary for the
proper supervision of the Fund’s investments. The Advisor also continuously monitors and maintains each Fund’s investment
criteria and determines from time to time what securities may be purchased by the Fund.

Prior to September 27, 2019, ARI was
a wholly-owned subsidiary of Piper Jaffray Companies. On September 27, 2019, Piper Jaffray Companies sold its interest in ARI
to Ostara LLC and Ostara LLC subsequently became Ostara Inc. on October 1, 2019 (the “Transaction”). Ostara Inc. is
owned by a partner group comprised of current management members of ARI. Under the 1940 Act, the Transaction resulted in an assignment
and termination of the investment advisory agreement between the Advisor and the Trust, on behalf of the Funds. In anticipation
of the Transaction and these related events, the Board of Trustees of the Trust approved the Advisory Agreement between the Trust,
on behalf of the Funds, and ARI, pursuant to which ARI would become the investment advisor for the Funds, effective on September
27, 2019, until the Funds reorganize into the North Square Trust. The Advisory Agreement is effective for 150 days after its effective
date, unless approved by the shareholders of each Fund, in which case the Advisory Agreement will remain in effect for a two-year
period. A special meeting of each Fund’s shareholders will be held to consider and vote on the Advisory Agreement. Proxy
materials have been sent to each Fund’s shareholders with more information about the shareholder meeting and the Advisory
Agreement.

If approved by shareholders, the Advisory
Agreement will continue in effect for an initial two-year period with respect to a Fund and will continue in effect from year
to year only if such continuance is specifically approved at least annually by the Board or by vote of a majority of the Fund’s
outstanding voting securities and by a majority of the Trustees who are not parties to the Advisory Agreement or interested persons
of any such party, at a meeting called for the purpose of voting on the Advisory Agreement. The Advisory Agreement is terminable
without penalty by the Trust on behalf of a Fund, upon giving the Advisor 60 days’ notice when authorized either by a majority
vote of the Fund’s shareholders or by a vote of a majority of the Board, or by the Advisor on 60 days’ written notice,
and will automatically terminate in the event of its “assignment” (as defined in the 1940 Act). The Advisory Agreement
provides that the Advisor shall not be liable for any error of judgment or for any loss suffered by the Trust in connection with
the Advisory Agreement, except for a loss resulting from a breach of fiduciary duty, or for a loss resulting from willful misfeasance,
bad faith or gross negligence in the performance of its duties, or from reckless disregard by the Advisor of its duties under
the Advisory Agreement.

In consideration of the services to be
provided by the Advisor pursuant to the Advisory Agreement, the Advisor is entitled to receive from each Fund an investment advisory
fee computed daily and paid monthly based on an annual rate equal to a percentage of the Fund’s average daily net assets
specified in the Prospectus.

Fund Expenses

Each Fund is responsible for its own operating
expenses (all of which will be borne directly or indirectly by the Funds’ shareholders), including among others, legal fees
and expenses of counsel to the Funds and the Funds’ Independent Trustees; insurance (including Trustees’ and officers’
errors and omissions insurance); auditing and accounting expenses; taxes and governmental fees; listing fees; dues and expenses
incurred in connection with membership in investment company organizations; fees and expenses of the Funds’ custodians, administrators,
transfer agents, registrars and other service providers; expenses for portfolio pricing services by a pricing agent, if any; expenses
in connection with the issuance and offering of shares; expenses relating to investor and public relations; expenses of registering
or qualifying securities of the Funds’ for public sale; brokerage commissions and other costs of acquiring or disposing of
any portfolio holding of the Funds; expenses of preparation and distribution of reports, notices and dividends to shareholders;
expenses of the dividend reinvestment plan; compensation and expenses of Trustees; any litigation expenses; and costs of shareholders’
and other meetings.

The Advisor has contractually agreed
to waive its fees and/or pay for operating expenses of each Fund to ensure that the 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 Form N-1A), expenses incurred in connection with any merger or reorganization,
and extraordinary expenses such as litigation expenses) to the limit set forth below (the “expense cap”). This agreement
is effective until February 28, 2021, and it may be terminated before that date only by the Board of Trustees.

Expense
    Cap as percent of
the average daily net assets
All
    Cap Value Fund
1.00%
Strategic
    Income Fund
0.90%

Any reduction in advisory fees or payment
of a Fund’s expenses made by the Advisor in a fiscal year may be reimbursed by a Fund for a period ending three full fiscal
years after the date of reduction or payment if the Advisor so requests. This reimbursement may be requested from a Fund if the
reimbursement will not cause a Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect at
the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement. Cependant
the reimbursement amount may not exceed the total amount of fees waived and/or Fund expenses paid by the Advisor and will not include
any amounts previously reimbursed to the Advisor by a Fund. Any such reimbursement is contingent upon the Board’s subsequent
review of the reimbursed amounts. A Fund must pay current ordinary operating expenses before the Advisor is entitled to any reimbursement
of fees and/or Fund expenses.

The Funds paid the following advisory fees to the Advisor for
the periods indicated:

Advisory
    Fees
Accrued
Advisory
    Fees
Waived
Advisory
    Fee
Retained
For
    the Fiscal Year Ended October 31, 2019
All
    Cap Value Fund
$74,084 $74,084 $0
Strategic
    Income Fund
75,606 75,606 0
For
    the Fiscal Year Ended October 31, 2018
All
    Cap Value Fund
$98,490 $98,490 $0
Strategic
    Income Fund
73,828 73,828 0
For
    the Fiscal Year Ended October 31, 2017
All
    Cap Value Fund
$134,956 $132,929 $2,027
Strategic
    Income Fund
66,616 66,616 0

Other Accounts Managed by the
Portfolio Managers
. As of October 31, 2019, information on other accounts managed by the portfolio managers is as follows.

Registered
    Investment Companies
Kiti
    Pooled Investment Vehicles
Kiti
    Accounts
Portfolio
    Managers
Number
    of Accounts
Total
    Assets (in Million)
Number
    of Accounts
Total
    Assets (in Million)
Number
    of Accounts
Total
    Assets (in Million)
Adam
    Dabrowski
0 $0 0 $0 1 $36.3
Bruce
    M. Zessar
1 $612.2 2 $297.0 86 $237.4
Christopher
    R. Harvey
1 $612.2 2 $288.8 57 $176.5
Matthew
    K. Swaim
1 $612.2 2 $288.8 59 $177.3

Number
    of Accounts with Advisory Fee Based on Performance
Registered
    Investment Companies
Kiti
    Pooled Investment Vehicles
Kiti
    Accounts
Portfolio
    Managers
Number
    of Accounts
Total
    Assets (in Million)
Number
    of Accounts
Total
    Assets (in Million)
Number
    of Accounts
Total
    Assets (in Million)
Adam
    Dabrowski
0 $0 0 $0 0 $0
Bruce
    M. Zessar
0 $0 0 $0 0 $0
Christopher
    R. Harvey
0 $0 1 $30.2 1 $0.6
Matthew
    K. Swaim
0 $0 1 $30.2 1 $0.6

Portfolio Manager Compensation

Each portfolio manager is paid a competitive
salary and an annual bonus from a formula-based incentive pool, with a variable component, created for the investment team. À
addition to the salary and bonus paid, each portfolio manager is offered a comprehensive and competitive benefits program. Portfolio
manager incentive compensation is tied directly to the success of the investment team’s products which includes revenue
generated, individual contribution to the team and process, as well as portfolio performance relative to stated investment objectives
and market performance.

Material Conflicts of Interest

Actual or apparent conflicts of interest
may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or other account.
Where conflicts of interest arise between a Fund and other accounts managed by the portfolio manager, the Advisor will proceed
in a manner that ensures that the Fund will not be treated less favorably. There may be instances where similar portfolio transactions
may be executed for the same security for numerous accounts managed by the portfolio managers. In such instances, securities will
be allocated in accordance with the Advisor’s trade allocation policy.

Ownership of the Funds by Portfolio Managers

The following chart sets forth the
dollar range of equity securities owned by each portfolio manager in the Funds as of October 31, 2019:

vardas
    of Portfolio Manager
Dollar
    Range of Securities in the Funds (A: None, B: $1-$10,000, C: $10,001-$50,000, D: $50,001-$100,000, E: $100,001 – $500,000,
    F: $500,001 – $1,000,000, G: Over $1,000,000)
All
    Cap Value Fund
Strategic
    Income Fund
Adam
    Dabrowski
C C
Bruce
    M. Zessar
E E
Christopher
    R. Harvey
Un Un
Matthew
    K. Swaim
E E

Service Providers

Pursuant to a Co-Administration Agreement
(the “Co-Administration Agreement”), UMB Fund Services, Inc. (“UMBFS”), 235 West Galena Street, Milwaukee,
Wisconsin 53212, and Mutual Fund Administration, LLC (“MFAC”), 2220 E. Route 66, Suite 226, Glendora, California 91740
(collectively the “Co-Administrators”), act as co-administrators for the Funds. The Co-Administrators provide certain
administrative services to each Fund, including, among other responsibilities, coordinating the negotiation of contracts and fees
with, and the monitoring of performance and billing of, the Fund’s independent contractors and agents; preparing for signature
by an officer of the Trust of all documents required to be filed for compliance with applicable laws and regulations including
those of the securities laws of various states; arranging for the computation of performance data, including net asset value and
yield; arranging for the maintenance of books and records of the Fund; and providing, at their own expense, office facilities,
equipment and personnel necessary to carry out their duties. In this capacity, the Co-Administrators do not have any responsibility
or authority for the management of the Funds, the determination of investment policy, or for any matter pertaining to the distribution
of Fund shares. The Co-Administration Agreement provides that neither Co-Administrator shall be liable for any error of judgment
or mistake of law or for any loss suffered by the Trust or its series, except for losses resulting from a Co-Administrator’s
willful misfeasance, bad faith or negligence in the performance of its duties or from reckless disregard by it of its obligations
and duties under the Agreement.

Pursuant to the Co-Administration Agreement,
the Funds pay the Co-Administrators a fee for administration services. The fee is payable monthly based on the Funds’ average
daily net assets.

Each Fund paid the following co-administrator
fees for the periods indicated:

Fiscal Year Ended
October
    31, 2019
October
    31, 2018
October
    31, 2017
All
    Cap Value Fund
$34,684* $26,798 $36,427
Strategic
    Income Fund
49,200* 28,377 35,416

* Includes all four
                                         service lines (administration, fund accounting, transfer agency and custodian).

UMBFS also acts as the Trust’s fund
accountant, transfer agent and dividend disbursing agent pursuant to separate agreements.

UMB Bank, n.a. (the “Custodian”),
an affiliate of UMBFS, is the custodian of the assets of the Fund pursuant to a custody agreement between the Custodian and the
Trust, whereby the Custodian provides services for fees on a transactional basis plus out-of-pocket expenses. The Custodian’s
address is 928 Grand Boulevard, Kansas City, Missouri 64106. The Custodian does not participate in decisions pertaining to the
purchase and sale of securities by the Fund.

( ), is the independent registered
public accounting firm for each Fund. Its services include auditing the Fund’s financial statements and the performance
of related tax services.

Morgan, Lewis & Bockius LLP (“Morgan
Lewis”), 600 Anton Boulevard, Suite 1800, Costa Mesa, California 92626, serves as legal counsel to the Trust.

Paul Hastings LLP (“Paul Hastings”),
101 California Street, 48des milliers Floor, San Francisco, California 94111, serves as legal counsel to the Independent Trustees.

Distributor and the Distribution Agreement

IMST Distributors, LLC is the distributor
(also known as the principal underwriter) of the shares of each Fund and is located at Three Canal Plaza, Suite 100, Portland,
Maine 04101. The Distributor is a registered broker-dealer and is a member of the FINRA. The Distributor is not affiliated with
the Trust, the Advisor or any other service provider for the Funds.

Under a Distribution Agreement with the
Trust dated January 1, 2013 (the “Distribution Agreement”), the Distributor acts as the agent of the Trust in connection
with the continuous offering of shares of the Funds. The Distributor continually distributes shares of the Funds on a best efforts
basis. The Distributor has no obligation to sell any specific quantity of a Fund’s shares. The Distributor and its officers
have no role in determining the investment policies or which securities are to be purchased or sold by the Trust.

The Distributor may enter into agreements
with selected broker-dealers, banks or other financial intermediaries for distribution of shares of the Funds. With respect to
certain financial intermediaries and related fund “supermarket” platform arrangements, the Funds and/or the Advisor,
rather than the Distributor, typically enter into such agreements. These financial intermediaries may charge a fee for their services
and may receive shareholder service or other fees from parties other than the Distributor. These financial intermediaries may otherwise
act as processing agents and are responsible for promptly transmitting purchase, redemption and other requests to the Funds.

Investors who purchase shares through financial
intermediaries will be subject to the procedures of those intermediaries through which they purchase shares, which may include
charges, investment minimums, cutoff times and other restrictions in addition to, or different from, those listed herein. Information
concerning any charges or services will be provided to customers by the financial intermediary through which they purchase shares.
Investors purchasing shares of the Funds through financial intermediaries should acquaint themselves with their financial intermediary’s
procedures and should read the Prospectus in conjunction with any materials and information provided by their financial intermediary.
The financial intermediary, and not its customers, will be the shareholder of record, although customers may have the right to
vote shares depending upon their arrangement with the financial intermediary. The Distributor does not receive compensation from
the Funds for its distribution services except the distribution/service fees with respect to the shares of those classes for which
a Rule 12b-1 distribution plan is effective. The Advisor pays the Distributor a fee for certain distribution-related services.

The Distribution Agreement will continue
in effect only if such continuance is specifically approved at least annually by the Board or by vote of a majority of each Fund’s
outstanding voting securities in accordance with the 1940 Act. The Distribution Agreement is terminable without penalty by the
Trust on behalf of a Fund on no less than 60 days’ written notice when authorized either by a vote of a majority of the outstanding
voting securities of a Fund or by vote of a majority of the members of the Board who are not “interested persons” (as
defined in the 1940 Act) of the Trust and have no direct or indirect financial interest in the operation of the Distribution Agreement,
or by the Distributor, and will automatically terminate in the event of its “assignment” (as defined in the 1940 Act).
The Distribution Agreement provides that the Distributor shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Trust in connection with the performance of the Distributor’s obligations and duties under the Distribution
Agreement, except a loss resulting from the Distributor’s willful misfeasance, bad faith or gross negligence in the performance
of such duties and obligations, or by reason of its reckless disregard thereof.

Marketing and Support Payments

The Advisor, out of its own resources
and without additional cost to the Funds or their shareholders, provides cash payments or other compensation to certain financial
intermediaries who sell shares of the Funds. These payments are in addition to other fees described in the Funds’ Prospectuses
and this SAI, and are generally provided for shareholder services or marketing support. Payments for marketing support are typically
for inclusion of the Funds on sales lists, including electronic sales platforms. Investors may wish to take these payments into
account when considering and evaluating recommendations to purchase shares of the Funds.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Pursuant to the Advisory Agreement, the
Advisor determines which securities are to be purchased and sold by each Fund and which broker-dealers are eligible to execute
the Fund’s portfolio transactions. The purchases and sales of securities in the OTC market will generally be executed by
using a broker for the transaction.

Purchases of portfolio securities for each
Fund also may be made directly from issuers or from underwriters. Where possible, purchase and sale transactions will be effected
through dealers (including banks) that specialize in the types of securities which a Fund will be holding unless better executions
are available elsewhere. Dealers and underwriters usually act as principals for their own accounts. Purchases from underwriters
will include a concession paid by the issuer to the underwriter and purchases from dealers will include the spread between the
bid and the asked price. If the execution and price offered by more than one dealer or underwriter are comparable, the order may
be allocated to a dealer or underwriter that has provided research or other services as discussed below.

In placing portfolio transactions, the
Advisor will use reasonable efforts to choose broker-dealers capable of providing the services necessary to obtain the most favorable
price and execution available. The full range and quality of services available will be considered in making these determinations,
such as the size of the order, the difficulty of execution, the operational facilities of the broker-dealer involved, the risk
in positioning the block of securities, and other factors. In those instances where it is reasonably determined that more than
one broker-dealer can offer the services needed to obtain the most favorable price and execution available, consideration may be
given to those broker-dealers which furnish or supply research and statistical information to the Advisor that they may lawfully
and appropriately use in their investment advisory capacities, as well as provide other services in addition to execution services.
The Advisor considers such information, which is in addition to and not in lieu of the services required to be performed by it
under its Advisory Agreement with the Funds, to be useful in varying degrees, but of indeterminable value.

While it is each Fund’s general policy
to seek to obtain the most favorable price and execution available in selecting a broker-dealer to execute portfolio transactions
for the Fund, weight is also given to the ability of a broker-dealer to furnish brokerage and research services as defined in Section
28(e) of the Securities Exchange Act of 1934, as amended, to a Fund or to the Advisor, even if the specific services are not directly
useful to the Fund and may be useful to the Advisor in advising other clients. In negotiating commissions with a broker or evaluating
the spread to be paid to a dealer, a Fund may therefore pay a higher commission or spread than would be the case if no weight were
given to the furnishing of these supplemental services, provided that the amount of such commission or spread has been determined
in good faith by the Advisor to be reasonable in relation to the value of the brokerage and/or research services provided by such
broker-dealer. The standard of reasonableness is to be measured in light of the Advisor’s overall responsibilities to the
Fund.

Investment decisions for each Fund are
made independently from those of other client accounts that may be managed or advised by the Advisor. Nevertheless, it is possible
that at times, identical securities will be acceptable for both a Fund and one or more of such client accounts. In such event,
the position of the Fund and such client accounts in the same issuer may vary and the holding period may likewise vary. Cependant
to the extent any of these client accounts seek to acquire the same security as the Fund at the same time, the Fund may not be
able to acquire as large a position in such security as it desires, or it may have to pay a higher price or obtain a lower yield
for such security. Similarly, the Fund may not be able to obtain as high a price for, or as large an execution of, an order to
sell any particular security at the same time as the Advisor’s other client accounts.

The Funds do not effect securities transactions
through brokers in accordance with any formula, nor does it effect securities transactions through brokers for selling shares of
the Funds. However, broker-dealers who execute brokerage transactions may effect purchase of shares of a Fund for their customers.
The brokers may also supply the Funds with research, statistical and other services.

The Funds paid the following brokerage and soft dollar commissions
for the periods indicated:

Broker
    Commissions
Soft
    Dollar Commissions
For
    the Fiscal Year Ended October 31, 2019
All
    Cap Value Fund
$2,598 $580
Strategic
    Income Fund
1,770 1,085
For
    the Fiscal Year Ended October 31, 2018
All
    Cap Value Fund
$5,131 $721
Strategic
    Income Fund
2,124 188
For
    the Fiscal Year Ended October 31, 2017
All
    Cap Value Fund
$7,855 $3,833
Strategic
    Income Fund
4,061 298

Holdings of Securities of the Funds’
Regular Brokers or Dealers

From time to time, the Funds may acquire
and hold securities issued by its “regular brokers or dealers” or the parents of those brokers or dealers. “Regular
brokers or dealers” (as such term is defined in the 1940 Act) of a Fund are the ten brokers or dealers that, during the
most recent fiscal year, (i) received the greatest dollar amounts of brokerage commissions from a Fund’s portfolio transactions,
(ii) engaged as principal in the largest dollar amounts of the portfolio transactions of a Fund, or (iii) sold the largest dollar
amounts of a Fund’s shares. The Funds did not hold any securities of any “regular brokers or dealers” during
the fiscal year ended October 31, 2019.

PORTFOLIO TURNOVER

Although the Funds generally will not invest
for short-term trading purposes, portfolio securities may be sold without regard to the length of time they have been held when,
in the opinion of the Advisor, investment considerations warrant such action. Portfolio turnover rate is calculated by dividing
(1) the lesser of purchases or sales of portfolio securities for the fiscal year by (2) the monthly average of the value of portfolio
securities owned during the fiscal year. A 100% turnover rate would occur if all the securities in a Fund’s portfolio, with
the exception of securities whose maturities at the time of acquisition were one year or less, were sold and either repurchased
or replaced within one year. A high rate of portfolio turnover (100% or more) generally leads to higher transaction costs and may
result in a greater number of taxable transactions. To the extent net short-term capital gains are realized, any distributions
resulting from such gains will generally be taxed at ordinary income tax rates for federal income tax purposes.

Each Fund’s portfolio turnover rate
was as follows for the periods indicated:

Fiscal
    Year Ended
October
    31, 2019
October
    31, 2018
All
    Cap Value Fund
26% 42%
Strategic
    Income Fund
36% 48%

PROXY VOTING POLICY

The Board has adopted Proxy Voting Policies
and Procedures (“Trust Policies”) on behalf of the Trust, which delegates the responsibility for voting each Fund’s
proxies to the Advisor, subject to the Board’s continuing oversight. The Trust Policies require that the Advisor vote proxies
received in a manner consistent with the best interests of each Fund. The Trust Policies also require the Advisor to present to
the Board, at least annually, the Advisor’s Proxy Voting Policies and Procedures (“Advisor Policies”) and a record
of each proxy voted by the Advisor on behalf of each Fund, including a report on the resolution of all proxies identified by the
Advisor as involving a conflict of interest. See Appendix B for the Trust Policies and Advisor Policies. The Trust Policies and
Advisor Policies are intended to serve as guidelines and to further the economic value of each security held by each Fund.
Trust’s CCO will review the Trust Policies and Advisor Policies annually. Each proxy will be considered individually, taking
into account the relevant circumstances at the time of each vote.

If a proxy proposal raises a material conflict
between the Advisor’s interests and a Fund’s interests, the Advisor will resolve the conflict by following the Advisor’s
policy guidelines or the recommendation of an independent third party.

Each Fund is required to annually file
Form N-PX, which lists the Fund’s complete proxy voting record for the 12-month period ended June 30des milliers each year.
Once filed, the Fund’s proxy voting record will be available without charge, upon request, by calling toll-free 1-888-665-1414
and on the SEC’s web site at www.sec.gov.

ANTI-MONEY LAUNDERING PROGRAM

The Trust has established an Anti-Money
Laundering Compliance Program (the “Program”) as required by the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”). In order to ensure compliance with
this law, the Program provides for the development and implementation of internal practices, procedures and controls, designation
of anti-money laundering compliance officers, an ongoing training program and an independent audit function to determine the effectiveness
of the Program.

Procedures to implement the Program include,
but are not limited to, determining that the Distributor and the Funds’ Transfer Agent have established proper anti-money
laundering procedures, reporting suspicious and/or fraudulent activity, checking shareholder names against designated government
lists, including Office of Foreign Assets Control (“OFAC”), and a complete and thorough review of all new opening account
applications. The Trust will not transact business with any person or entity whose identity cannot be adequately verified under
the provisions of the USA PATRIOT Act.

PORTFOLIO HOLDINGS INFORMATION

The Trust has adopted policies and
procedures regarding disclosure of portfolio holdings information (the “Disclosure Policy”). The Board of Trustees
determined that the adoption of the Disclosure Policy, including the disclosure permitted therein, was in the best interests of
the Trust. The Disclosure Policy applies to each Fund, the Advisor and other internal parties involved in the administration,
operation or custody of the Fund, including, but not limited to UMBFS, MFAC, the Board of Trustees, counsel to the Trust, Morgan
Lewis, counsel to the Independent Trustees, Paul Hastings, and the Fund’s independent registered public accounting firm,
( ) (collectively, the “Service Providers”). Pursuant to the Disclosure Policy, non-public information concerning
each Fund’s portfolio holdings may be disclosed to the Service Providers only if such disclosure is consistent with the
antifraud provisions of the federal securities laws and the fiduciary duties owed by each Fund and the Advisor to the Fund’s
shareholders. The Funds and their Service Providers may not receive compensation or any other consideration (which includes any
agreement to maintain assets in the Funds or in other investment companies or accounts managed by the Advisor or any affiliated
person of the Advisor) in connection with the disclosure of portfolio holdings information of the Funds. The Funds’ Disclosure
Policy is implemented and overseen by the CCO of the Trust, subject to the oversight of the Board of Trustees. Periodic reports
regarding these procedures will be provided to the Trust’s Board.

Portfolio holdings information will be
deemed public when it has been (1) posted to the Funds’ public website (www.advisoryresearch.com) or (2) disclosed in periodic
regulatory filings on the SEC’s website (www.sec.gov). Management of the Funds may make publicly available its portfolio
holdings as of the most recent calendar quarter on the Fund’s public website no earlier than five days after the date of
such information (e.g., information as of December 31 may be made available no earlier than January 5).

Non-Public Portfolio Holdings Information
Policy
. All portfolio holdings information that has not been disseminated in a manner making it available to investors
generally as described above is considered non-public portfolio holdings information for the purposes of the Disclosure Policy.
Pursuant to the Disclosure Policy, a Fund or its Service Providers may disclose non-public portfolio holdings information to certain
third parties who fall within pre-authorized categories on a daily basis, with no lag time unless otherwise specified below. These
third parties include: (i) the Fund’s Service Providers and others who need access to such information in the performance
of their contractual or other duties and responsibilities to the Funds (e.g., custodians, accountants, the Advisor, administrators,
attorneys, officers and Trustees) and who are subject to duties of confidentiality imposed by law or contract, (ii) brokers who
execute trades for the Fund, (iii) evaluation service providers (as described below) and (iv) shareholders receiving in-kind redemptions
(as described below).

Evaluation Service Providers.
These third parties include mutual fund evaluation services, such as Morningstar, Inc. and Lipper, Inc., if a Fund has a legitimate
business purpose for disclosing the information, provided that the third party expressly agrees to maintain the non-public portfolio
holdings information in confidence and not to trade portfolio securities based on the non-public portfolio holdings information.
Subject to the terms and conditions of any agreement between a Fund or its authorized service providers and the third party, if
these conditions for disclosure are satisfied, there shall be no restriction on the frequency with which the Fund’s non-public
portfolio holdings information is released, and no lag period shall apply. In addition, persons who owe a duty of trust or confidence
to a Fund or its Service Providers (such as legal counsel) may receive non-public portfolio holdings information without entering
into a non-disclosure agreement.

Shareholder In-Kind Distributions.
A Fund may, in certain circumstances, pay redemption proceeds to a shareholder by an in-kind distribution of portfolio securities
(instead of cash). In such circumstances, pursuant to the Disclosure Policy, Fund shareholders may receive a complete listing of
the portfolio holdings of the Fund up to seven (7) calendar days prior to making the redemption request provided that they represent
orally or in writing that they agree to maintain the confidentiality of the portfolio holdings information and not to trade portfolio
securities based on the non-public holdings information.

Other Entities. Pursuant
to the Disclosure Policy, a Fund or the Advisor may disclose non-public portfolio holdings information to a third party who does
not fall within the pre-approved categories, and who are not executing broker-dealers; however, prior to the receipt of any non-public
portfolio holdings information by such third party, the recipient must have entered into a non-disclosure agreement and the disclosure
arrangement must have been approved by the CCO of the Trust. The CCO will report to the Board of Trustees on a quarterly basis
regarding any recipients of non-public portfolio holdings information approved pursuant to this paragraph. There are no other ongoing
arrangements as of the date of this SAI.

The Advisor and its affiliates may provide
investment advice to clients other than the Funds that have investment objectives that may be substantially similar to those of
a Fund. These clients also may have portfolios consisting of holdings substantially similar to those of a Fund and generally have
access to current portfolio holdings information for their accounts. These clients do not owe the Advisor or the Funds a duty of
confidentiality with respect to disclosure of their portfolio holdings.

Current Arrangements Regarding
Disclosure of Portfolio Holdings
.
As of the date of this SAI, the Trust or a Fund has ongoing business arrangements with
the following entities which involve making portfolio holdings information available to such entities as an incidental part of
the services they provide to the Trust: (i) Advisory Research, Inc. (the Advisor), MFAC and UMBFS (the co-administrators) and
UMB Bank, N.A. (the Custodian) pursuant to investment management, administration and custody agreements, respectively, under which
the Funds’ portfolio holdings information is provided daily on a real-time basis; (ii) RiskMetrics Group/Institutional Shareholder
Services pursuant to a proxy voting agreement under which the Funds’ portfolio holdings information is provided daily, subject
to a one-day lag; (iii) ( ) (Independent Registered Public Accounting firm), Morgan Lewis and Paul Hastings (attorneys) to whom
the Trust provides portfolio holdings information on a regular basis with varying lag times after the date of the information;
(iv) Practical Computer Application pursuant to an agreement with MFAC under which the Trust’s portfolio holdings information
is provided daily on a real-time basis; (v) Donnelley Financial Solutions to whom the Trust provides portfolio holdings information
on a monthly basis in connection with the filings of Form N-PORT; (vi) ICE Data Services, which assists the Funds with classifying
its holdings pursuant to its liquidity risk management program and the Funds’ portfolio holdings information is provided
monthly on a one- to ten-day time lag; and (vii) Morningstar, Inc., Lipper Inc., Thomson Financial, Vickers Stock Research Corporation,
and Bloomberg L.P., to which the Funds’ portfolio holdings information is provided quarterly after the end of the previous
fiscal quarter, with a 60-day time lag and no earlier than the date such information is filed on the SEC’s EDGAR system
on Form N-Q (for the first and third fiscal quarters) or the Annual or Semi-Annual Report is mailed to shareholders (for the second
and fourth fiscal quarters), as applicable.

DETERMINATION OF NET ASSET VALUE

The NAV of each Fund’s shares will
fluctuate and is determined as of 4:00 p.m. Eastern Time, the normal close of regular trading on the New York Stock Exchange (the
“NYSE”) on each day of NYSE is open for trading. The NAV may be calculated earlier if permitted by the SEC. The NYSE
annually announces the days on which it will not be open for trading. The most recent announcement indicates that the NYSE will
not be open for the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. However, the NYSE may close on days not included
in that announcement.

The NAV of each class is computed by dividing
(a) the difference between the value of the Fund’s securities, cash and other assets and the amount of the Fund’s expenses
and liabilities attributable to the class by (b) the number of shares outstanding in that class (assets – liabilities / #
of shares = NAV). Each NAV takes into account all of the expenses and fees of that class of the Fund, including management fees
and administration fees, which are accrued daily.

Net Assets = NAV
Shares Outstanding

Generally, the Funds’ investments
are valued at market value or, in the absence of a market value, at fair value as determined in good faith by the Advisor and the
Trust’s Valuation Committee pursuant to procedures approved by or under the direction of the Board. Pursuant to those procedures,
the Board considers, among other things: 1) the last sale price on the securities exchange, if any, on which a security is primarily
traded; 2) the mean between the bid and ask prices; 3) price quotations from an approved pricing service (which use information
provided by market makers or estimates of market value based on similar securities), and 4) other factors as necessary to determine
a fair value under certain circumstances.

The Funds’ securities which are traded
on securities exchanges are valued at the last sale price on the exchange on which such securities are traded, as of the close
of business on the day the securities are being valued or, lacking any reported sales, at the mean between the last available bid
and ask prices.

Pricing services generally value debt securities
assuming orderly transactions of an institutional round lot size, but such securities may be held or transactions may be conducted
in such securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots.

Securities that are traded on more than
one exchange are valued on the exchange determined by the Advisor to be the primary market. Securities primarily traded in the
National Association of Securities Dealers Automated Quotation (“NASDAQ”), National Market System for which market
quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”). If the NOCP is not
available, such securities shall be valued at the last sale price on the day of valuation, or if there has not been any sale on
such day, at the mean between the bid and ask prices. OTC securities which are not traded in the NASDAQ National Market System
are valued at the most recent trade price.

Stocks that are “thinly traded”
or events occurring when a foreign market is closed but the NYSE is open (for example, the value of a security held by a Fund has
been materially affected by events occurring after the close of the exchange or market on which the security is principally traded)
may create a situation where a market quote would not be readily available. When a market quote is not readily available, the security’s
value is based on “fair value” as determined by procedures adopted by the Board. The Board will periodically review
the reliability of the Funds’ fair value methodology. The Funds may hold portfolio securities, such as those traded on foreign
securities exchanges that trade on weekends or other days when the Funds’ shares are not priced. Therefore, the value of
the Funds’ shares may change on days when shareholders will not be able to purchase or redeem shares.

Short-term debt obligations with remaining
maturities in excess of 60 days are valued at current market prices, as discussed above. Short-term securities with 60 days or
less remaining to maturity are, unless conditions indicate otherwise, amortized to maturity based on their cost to the Fund if
acquired within 60 days of maturity or, if already held by a Fund on the 60des milliers day, based on the value determined on
the 61st day.

All other assets of the Funds are valued
in such manner as the Board in good faith deems appropriate to reflect as their fair value.

PURCHASE AND REDEMPTION OF FUND SHARES

Detailed information on the purchase and
redemption of shares is included in the Funds’ Prospectus. Shares of each Fund are sold at the next offering price calculated
after receipt of an order for purchase. In order to purchase shares of a Fund, you must invest the initial minimum investment for
the relevant class of shares. However, the Funds reserve the right, in their sole discretion, to waive the minimum initial investment
amount for certain investors, or to waive or reduce the minimum initial investment for 401(k) plans or other tax-deferred retirement
plans. You may purchase shares on any day that the NYSE is open for business by placing orders with the Funds.

The Funds reserve the right to refuse any
purchase requests, particularly those that would not be in the best interests of the Funds or their shareholders and could adversely
affect the Funds or its operations. This includes those from any individual or group who, in the Funds’ view, is likely to
engage in or has a history of excessive trading (usually defined as more than four round-trip transactions out of a Fund within
a calendar year). Furthermore, a Fund may suspend the right to redeem its shares or postpone the date of payment upon redemption
for more than seven calendar days (i) for any period during which the NYSE is closed (other than customary weekend or holiday closings)
or trading on the NYSE is restricted; (ii) for any period during which an emergency exists affecting the sale of the Fund’s
securities or making such sale or the fair determination of the value of the Fund’s net assets not reasonably practicable;
or (iii) for such other periods as the SEC may permit for the protection of the Funds’ shareholders. In addition, if shares
are purchased using a check and a redemption is requested before the check has cleared, the Funds may postpone payment of the redemption
proceeds up to 15 days while the Funds wait for the check to clear.

Redemptions In-Kind.
Trust has filed an election under SEC Rule 18f-1 committing to pay in cash all redemptions by a shareholder of record up to amounts
specified by the rule (the lesser of (i) $250,000 or (ii) 1% of the Fund’s assets). The Funds have reserved the right to
pay the redemption price of its shares in excess of the amounts specified by the rule, either totally or partially, by an in-kind
distribution of portfolio securities (instead of cash). The securities so distributed would be valued at the same amounts as those
assigned to them in calculating the NAV for the Fund shares being redeemed. If a shareholder receives an in-kind distribution,
the shareholder could incur brokerage or other charges in converting the securities to cash.

The Funds do not intend to hold any significant
percentage of their portfolio in illiquid securities, although a Fund, like virtually all mutual funds, may from time to time hold
a small percentage of securities that are illiquid. In the unlikely event a Fund were to elect to make an in-kind redemption, a
Fund expects that it would follow the normal protocol of making such distribution by way of a pro rata distribution based on its
entire portfolio. If a Fund held illiquid securities, such distribution may contain a pro rata portion of such illiquid securities
or a Fund may determine, based on a materiality assessment, not to include illiquid securities in the in-kind redemption. The Funds
do not anticipate that it would ever selectively distribute a greater than pro rata portion of any illiquid securities to satisfy
a redemption request. If such securities are included in the distribution, shareholders may not be able to liquidate such securities
and may be required to hold such securities indefinitely. Shareholders’ ability to liquidate such securities distributed
in-kind may be restricted by resale limitations or substantial restrictions on transfer imposed by the issuers of the securities
or by law. Shareholders may only be able to liquidate such securities distributed in-kind at a substantial discount from their
value, and there may be higher brokerage costs associated with any subsequent disposition of these securities by the recipient.

FEDERAL INCOME TAX MATTERS

The following is a summary of certain material
U.S. federal (and, where noted, state and local) income tax considerations affecting each Fund and its shareholders. The discussion
is very general. Current and prospective shareholders are therefore urged to consult their own tax advisers with respect to the
specific federal, state, local and foreign tax consequences of investing in the Fund. The summary is based on the laws in effect
on the date of this SAI and existing judicial and administrative interpretations thereof, all of which are subject to change, possibly
with retroactive effect.

The Tax Cuts and Jobs Act (the “Tax
Act”) made significant changes to the U.S. federal income tax rules for taxation of individuals and corporations, generally
effective for taxable years beginning after December 31, 2017. Many of the changes applicable to individuals are temporary and
only apply to taxable years beginning after December 31, 2017 and before January 1, 2026. There are only minor changes with respect
to the specific rules applicable to a regulated investment company, such as the Fund. The Tax Act, however, made numerous other
changes to the tax rules that may affect shareholders and the Fund. You are urged to consult your own tax advisor regarding how
the Tax Act affects your investment in the Fund.

Each Fund is treated as a separate
entity from other series of the Trust for federal income tax purposes. Each Fund has elected to be, and intends to qualify each
year for treatment as, a “regulated investment company” under Subchapter M of the Code by complying with all applicable
requirements of the Code, including, among other things, requirements as to the sources of the Fund’s income, diversification
of the Fund’s assets and timing of Fund distributions. To so qualify, a Fund must, among other things: (a) derive at least
90% of its gross income in each taxable year from dividends, interest, payments with respect to certain securities loans, and
gains from the sale or other disposition of stock or securities or foreign currencies, or other income (including, but not limited
to, gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities
or currencies, and net income derived from interests in “qualified publicly traded partnerships” (c'est-à-dire, partnerships
that are traded on an established securities market or tradable on a secondary market, other than partnerships that derive 90%
of their income from interest, dividends, capital gains, and other traditionally permitted mutual fund income); (b) diversify
its holdings so that, at the end of each quarter of the Fund’s taxable year, (i) at least 50% of the market value of the
Fund’s assets is represented by cash, securities of other regulated investment companies, U.S. government securities and
other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the Fund’s
assets and not greater than 10% of the outstanding voting securities of such issuer and (ii) not more than 25% of the value of
its assets is invested, including through corporations in which the Fund owns a 20% or more voting stock interest, in the securities
(other than U.S. government securities or securities of other regulated investment companies) of any one issuer, in the securities
(other than the securities of other regulated investment companies) of any two or more issuers that the Fund controls and that
are determined to be engaged in the same or similar trades or businesses or related trades or businesses, or in the securities
of one or more “qualified publicly traded partnerships,” and (c) distribute an amount equal to the sum of at least
90% of its investment company taxable income (computed without regard to the dividends-paid deduction) and 90% of its net tax-exempt
income, if any, for the tax year (including, for purposes of satisfying this distribution requirement, certain distributions made
by the Fund after the close of its taxable year that are treated as made during such taxable year).

As a regulated investment company, each
Fund will not be subject to U.S. federal income tax on the portion of its taxable investment income and capital gains that it distributes
to its shareholders, provided that it satisfies a minimum distribution requirement. In order to also avoid liability for a non-deductible
federal excise tax, a Fund must distribute (or be deemed to have distributed) by December 31 of each calendar year at least the
sum of (i) 98% of its ordinary income for such year, (ii) 98.2% of the excess of its realized capital gains over its realized capital
losses for the 12-month period generally ending on October 31 during such year and (iii) any amounts from the prior calendar year
that were not distributed and on which the Fund paid no federal income tax. The Fund will be subject to income tax at regular corporate
tax rates on any taxable income or gains that it does not distribute to its shareholders. Each Fund’s policy is to distribute
to its shareholders all investment company taxable income (determined without regard to the deduction for dividends paid) and any
net capital gain (the excess of net long-term capital gain over net short-term capital loss) for each fiscal year in a manner that
complies with the distribution requirements of the Code, so that the Fund will not be subject to any federal income or excise taxes.

If, for any taxable year, a Fund were to
fail to qualify as a regulated investment company or were to fail to meet certain minimum distribution requirements under the Code,
it would be taxed in the same manner as an ordinary corporation and distributions to its shareholders would not be deductible by
the Fund in computing its taxable income. In addition, in the event of a failure to qualify, the Fund’s distributions, to
the extent derived from the Fund’s current or accumulated earnings and profits, including any distributions of net capital
gain would be taxable to shareholders as ordinary dividend income for federal income tax purposes. However, such dividends would
be eligible, subject to any generally applicable limitations, (i) to be treated as qualified dividend income in the case of shareholders
taxed as individuals and (ii) for the dividends received deduction in the case of corporate shareholders. Moreover, if a Fund were
to fail to qualify as a regulated investment company in any year, it would be required to pay out its earnings and profits accumulated
in that year in order to qualify again as a regulated investment company. Under certain circumstances, a Fund may be able to cure
a failure to qualify as a regulated investment company, but in order to do so the Fund might incur significant Fund-level taxes
and might be forced to dispose of certain assets. If a Fund failed to qualify as a regulated investment company for a period greater
than two taxable years, the Fund would generally be required to recognize any net built-in gains with respect to certain of its
assets upon a disposition of such assets within five years of qualifying as a regulated investment company in a subsequent year.

Shareholders generally will be subject
to federal income taxes on distributions made by the Funds whether paid in cash or additional shares. Distributions of net investment
income (including interest, dividend income and net short-term capital gain in excess of any net long-term capital loss, less certain
expenses), other than, qualified dividend income, will be taxable to shareholders as ordinary income. Distributions of qualified
dividend income generally will be taxed to non-corporate shareholders at the federal income tax rates applicable to net capital
gain, provided the Fund reports the amount distributed as qualified dividend income.

In general, dividends may be reported by
the Funds as qualified dividend income if they are attributable to qualified dividend income received by the Funds. Qualified dividend
income generally means dividend income received from the Fund’s investments in common and preferred stock of U.S. companies
and stock of certain qualified foreign corporations, provided that certain holding period and other requirements are met by both
the Funds and its shareholders. If 95% or more of the Fund’s gross income (calculated without taking into account net capital
gain derived from sales or other dispositions of stock or securities) consists of qualified dividend income, the Funds may report
all distributions of such income as qualified dividend income.

A foreign corporation is treated as a qualified
foreign corporation for this purpose if it is incorporated in a possession of the United States or it is eligible for the benefits
of certain income tax treaties with the United States and meets certain additional requirements. Certain foreign corporations that
are not otherwise qualified foreign corporations will be treated as qualified foreign corporations with respect to dividends paid
by them if the stock with respect to which the dividends are paid is readily tradable on an established securities market in the
United States. Passive foreign investment companies are not qualified foreign corporations for this purpose. Dividends received
by the Funds from REITs generally do not qualify for treatment as qualified dividend income.

Dividends paid by the Funds may qualify
in part for the dividends-received deduction available to corporate shareholders, provided the Funds report the amount distributed
as a qualifying dividend and certain holding period and other requirements under the Code are satisfied. The reported amount, however,
cannot exceed the aggregate amount of qualifying dividends received by the Funds for its taxable year. Eligibility for qualified
dividend income treatment and the dividends-received deduction may be reduced or eliminated if, among other things, (i) the shareholder
is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially
similar or related property or (ii) certain holding period requirements are not satisfied at both the Funds and shareholder levels.
In addition, qualified dividend income treatment is not available if a shareholder elects to have the dividend income treated as
investment income for purposes of the limitation on deductibility of investment interest.

If a Fund receives a dividend (other
than a capital gain dividend) in respect of any share of REIT stock with a tax holding period of at least 46 days during the 91-day
period beginning on the date that is 45 days before the date on which the stock becomes ex-dividend as to that dividend, then
Fund dividends attributable to that REIT dividend income (as reduced by certain fund expenses) may be reported by the Fund as
eligible for the 20% deduction for “qualified REIT dividends” generally available to noncorporate shareholders under
the Code. In order to qualify for this deduction, noncorporate shareholders must meet minimum holding period requirements with
respect to their Fund shares.

Distributions of net capital gain, if any,
that a Fund reports as capital gain dividends will be taxable to non-corporate shareholders as long-term capital gain without regard
to how long a shareholder has held shares of the Fund. A Fund may retain certain amounts of capital gains and designate them as
undistributed net capital gain in a notice to its shareholders, who (i) will be required to include in income for U.S. federal
income tax purposes, as long-term capital gain, their proportionate shares of the undistributed amounts so designated, (ii) will
be entitled to credit their proportionate shares of the income tax paid by the fund on those undistributed amounts against their
federal income tax liabilities and to claim refunds to the extent such credits exceed their liabilities and (iii) will be entitled
to increase their federal income tax basis in their shares by an amount equal to the excess of the amounts of undistributed net
capital gain included in their respective income over their respective income tax credits.

Distributions in excess of earnings and
profits will, as to each shareholder, be treated as a tax-free return of capital to the extent of the shareholder’s basis
in his or her Fund shares. A distribution treated as a return of capital will reduce the shareholder’s basis in his or her
shares, which will result in an increase in the amount of gain (or a decrease in the amount of loss) that will be recognized by
the shareholder for tax purposes on a later sale of such shares. After the shareholder’s basis is reduced to zero, any distributions
in excess of earnings and profits will be treated as a capital gain, assuming the shareholder holds his or her shares as capital
assets.

A 3.8% Medicare contribution tax generally
applies to all or a portion of the net investment income of a shareholder who is an individual and not a nonresident alien for
federal income tax purposes and who has adjusted gross income (subject to certain adjustments) that exceeds a threshold amount
($250,000 if married filing jointly or if considered a “surviving spouse” for federal income tax purposes, $125,000
if married filing separately, and $200,000 in other cases). This 3.8% tax also applies to all or a portion of the undistributed
net investment income of certain shareholders that are estates and trusts. For these purposes, interest, dividends and certain
capital gains (among other categories of income) are generally taken into account in computing a shareholder’s net investment
income.

Certain tax-exempt educational institutions
are subject to a 1.4% tax on net investment income. For these purposes, certain dividends and capital gain distributions, and certain
gains from the disposition of Fund shares (among other categories of income), are generally taken into account in computing a shareholder’s
net investment income.

Distributions are generally taxable when
received. However, distributions declared in October, November or December to shareholders of record on a date in such a month
and paid the following January are taxable for federal income tax purposes as if received on December 31 of the calendar year in
which declared. Distributions are includable in alternative minimum taxable income in computing a shareholder’s liability
for the federal alternative minimum tax, which is imposed on individual taxpayers under the Code. In addition, certain distributions
made after the close of a taxable year of a Fund may be “spilled back” and treated for certain purposes as paid by
the Fund during such taxable year. In such case, shareholders generally will be treated as having received such dividends in the
taxable year in which the distributions were actually made. For purposes of calculating the amount of a regulated investment company’s
undistributed income and gain subject to the 4% excise tax described above, such “spilled back” dividends are treated
as paid by the regulated investment company when they are actually paid.

A redemption of Fund shares may result
in recognition of a taxable gain or loss. The gain or loss will generally be treated as a long-term capital gain or loss if the
shares are held for more than one year, and as a short-term capital gain or loss if the shares are held for one year or less. Any
loss realized upon a redemption or exchange of shares held for six months or less will be treated as a long-term capital loss to
the extent of any amounts treated as distributions of long-term capital gains during such six-month period. Any loss realized upon
a redemption may be disallowed under certain wash sale rules to the extent shares of the Fund or substantially identical stock
or securities are purchased (through reinvestment of distributions or otherwise) within 30 days before or after the redemption.

If a shareholder recognizes a loss with
respect to the Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder
(or certain greater amounts over a combination of years) the shareholder must file with the Internal Revenue Service (the “IRS”)
a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting
requirement, but under current guidance, shareholders of a regulated investment company are not exempted. The fact that a loss
is so reportable does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper.

A Fund’s transactions in options
and other similar transactions, such as futures, may be subject to special provisions of the Code that, among other things, affect
the character of any income realized by a Fund from such investments, accelerate recognition of income to the Fund, defer Fund
losses, affect the holding period of the Fund’s securities, affect whether distributions will be eligible for the dividends
received deduction or be treated as qualified dividend income and affect the determination of whether capital gain and loss is
characterized as long-term or short-term capital gain or loss. These rules could therefore affect the character, amount and timing
of distributions to shareholders. These provisions may also require a Fund to “mark-to-market” certain types of the
positions in its portfolio (c'est-à-dire, treat them as if they were closed out), which may cause the Fund to recognize income without
receiving cash with which to make distributions in amounts necessary to satisfy the distribution requirements for avoiding U.S.
federal income and excise taxes. The Funds will monitor these transactions and will make the appropriate entries in its books and
records, and if the Funds deem it advisable, will make appropriate elections if available in order to mitigate the effect of these
rules, prevent disqualification of the Funds as a regulated investment company and minimize the imposition of U.S. federal income
and excise taxes.

A Fund’s transactions in broad based
equity index futures contracts, exchange traded options on such indices and certain other futures contracts are generally considered
“Section 1256 contracts” for federal income tax purposes. Any unrealized gains or losses on such Section 1256 contracts
are treated as though they were realized at the end of each taxable year. The resulting gain or loss is treated as 60% long-term
capital gain or loss and 40% short-term capital gain or loss. Gain or loss recognized on actual sales of Section 1256 contracts
is treated in the same manner. As noted above, distributions of net short-term capital gain are taxable to shareholders as ordinary
income while distributions of net long-term capital gain are taxable to shareholders as long-term capital gain, regardless of how
long the shareholder has held shares of a Fund.

A Fund’s entry into a short sale
transaction, an option or certain other contracts, such as futures, could be treated as the constructive sale of an appreciated
financial position, causing the Fund to realize gain, but not loss, on the position.

If a Fund invests in certain pay-in-kind
securities, zero coupon securities, deferred interest securities or, in general, any other securities with original issue discount
(or with market discount if the Fund elects to include market discount in income currently), the Fund must accrue income on such
investments for each taxable year, which generally will be prior to the receipt of the corresponding cash payments. However, each
Fund must distribute, at least annually, all or substantially all of its investment company taxable income (determined without
regard to the deduction for dividends paid), including such accrued income to shareholders to avoid federal income and excise taxes.
Therefore, a Fund may have to sell portfolio securities (potentially under disadvantageous circumstances) to generate cash, or
may have to undertake leverage by borrowing cash, to satisfy these distribution requirements. Dispositions of portfolio securities
may result in additional gains and additional distribution requirements.

If a Fund invests in a market discount
bond, it will be required to treat any gain recognized on the disposition of such market discount bond as ordinary income (instead
of capital gain) to the extent of the accrued market discount, unless the Fund elects to include the market discount in income
as it accrues as discussed above. A market discount bond is a security acquired in the secondary market at a price below its redemption
value (or its adjusted issue price if it is also an original issue discount bond).

A Fund may be subject to withholding and
other taxes imposed by foreign countries, including taxes on interest, dividends and capital gains with respect to its investments
in those countries, which would, if imposed, reduce the yield on or return from those investments. Tax treaties between certain
countries and the United States may reduce or eliminate such taxes in some cases. So long as a Fund qualifies for treatment as
a regulated investment company and incurs “qualified foreign taxes,” if more than 50% of its net assets at the close
of its taxable year consist of stock or securities of foreign corporations, which for this purpose may include obligations of foreign
governmental issuers, a Fund may elect to “pass through” to its shareholders the amount of such foreign taxes paid.
If this election is made, information with respect to the amount of the foreign income taxes that are allocated to a Fund’s
shareholders will be provided to them and any shareholder subject to tax on dividends will be required: (i) to include in ordinary
gross income (in addition to the amount of the taxable dividends actually received) his/her proportionate share of the foreign
taxes paid that are attributable to such dividends; and (ii) either to deduct his/her proportionate share of such foreign taxes
in computing his/her taxable income or to claim that amount as a foreign tax credit (subject to applicable limitations) against
U.S. income taxes.

Shareholders who do not itemize deductions
for U.S. federal income tax purposes will not be able to deduct their pro rata portion of qualified foreign taxes paid by a Fund,
although such shareholders will be required to include their shares of such taxes in gross income if the Fund makes the election
described above. Qualified foreign taxes generally include taxes that would be treated as income taxes under U.S. tax regulations
but do not include most other taxes, such as stamp taxes, securities transaction taxes, and similar taxes. No deduction for such
taxes will be permitted to individuals in computing their alternative minimum tax liability.

If a Fund makes the election to pass through
qualified foreign taxes and a shareholder chooses to take a credit for the foreign taxes deemed paid by such shareholder, the amount
of the credit that may be claimed in any year may not exceed the same proportion of the U.S. tax against which such credit is taken
that the shareholder’s taxable income from foreign sources (but not in excess of the shareholder’s entire taxable income)
bears to his entire taxable income. For this purpose, long-term and short-term capital gains a Fund realizes and distributes to
shareholders will generally not be treated as income from foreign sources in their hands, nor will distributions of certain foreign
currency gains subject to Section 988 of the Code or of any other income realized by the Fund that is deemed, under the Code, to
be U.S.-source income in the hands of the Fund. This foreign tax credit limitation may also be applied separately to certain specific
categories of foreign-source income and the related foreign taxes. As a result of these rules, which may have different effects
depending upon each shareholder’s particular tax situation, certain shareholders may not be able to claim a credit for the
full amount of their proportionate share of the foreign taxes paid by a Fund. Shareholders who are not liable for U.S. federal
income taxes, including tax-exempt shareholders, will ordinarily not benefit from this election. If a Fund does make the election,
it will provide required tax information to shareholders. A Fund generally may deduct any foreign taxes that are not passed through
to its shareholders in computing its income available for distribution to shareholders to satisfy applicable tax distribution requirements.
Under certain circumstances, if a Fund receives a refund of foreign taxes paid in respect of a prior year, the value of the Fund’s
shares could be affected, or any foreign tax credits or deductions passed through to shareholders in respect of the Fund’s
foreign taxes for the current year could be reduced.

Foreign exchange gains or losses realized
by a Fund in connection with certain transactions involving foreign currency-denominated debt securities, certain options and futures
contracts relating to foreign currency, foreign currency forward contracts, foreign currencies, or payables or receivables denominated
in a foreign currency are subject to Section 988 of the Code, which generally causes such gains or losses to be treated as ordinary
gain or loss and may affect the amount, timing and character of distributions to shareholders.

The Funds may purchase the securities of
certain foreign companies treated as passive foreign investment companies for federal income tax purposes (“PFICs”).
PFICs may be the only or primary means by which a Fund may invest in some countries. If a Fund invests in equity securities of
PFICs, it may be subject to U.S. federal income tax on a portion of any “excess distribution” or gain from the disposition
of such securities even if such income is distributed as a taxable dividend to shareholders. Additional charges in the nature of
interest may be imposed on either the Funds or shareholders with respect to deferred taxes arising from such distributions or gains.
Capital gains on the sale of such holdings will be deemed to be ordinary income regardless of how long such PFICs are held. A “qualified
electing fund” election or a “mark to market” election may generally be available that would ameliorate these
adverse tax consequences, but such elections could require a Fund to recognize taxable income or gain (subject to the distribution
requirements applicable to regulated investment companies, as described above) without the concurrent receipt of cash. In order
to satisfy the distribution requirements and avoid a tax on the Fund, the Fund may be required to liquidate portfolio securities
that it might otherwise have continued to hold, potentially resulting in additional taxable gain or loss to the fund. In order
for the Fund to make a qualified electing fund election with respect to a PFIC, the PFIC would have to agree to provide certain
tax information to the Fund on an annual basis, which it might not agree to do. The Fund may limit and/or manage its holdings in
PFICs to limit its tax liability or maximize its return from these investments. Under proposed Treasury Regulations, certain income
derived by a Fund for a taxable year from a PFIC with respect to which the Fund has made a qualified electing fund election would
generally constitute qualifying income for purposes of the 90% test described above, only to the extent the PFIC makes distributions
in respect of that income to the Fund for that taxable year. A Fund may limit and/or manage its holdings in passive foreign investment
companies to limit its tax liability or maximize its return from these investments. Under proposed Treasury Regulations, certain
income derived by the Fund for a taxable year from a PFIC with respect to which the Fund has made a qualified electing fund election
would generally constitute qualifying income for purposes of the 90% test described above, only to the extent the PFIC makes distributions
in respect of that income to a Fund for that taxable year. A Fund may limit and/or manage its holdings in PFICs to limit its tax
liability or maximize its return from these investments.

If a sufficient percentage of the interests
in a foreign issuer are held by a Fund, independently or together with certain other U.S. persons, that issuer may be treated as
a “controlled foreign corporation” (a “CFC”) with respect to the Fund, in which case the Fund will be required
to take into account each year, as ordinary income, its share of certain portions of that issuer’s income, whether or not
such amounts are distributed. The Fund may have to dispose of its portfolio securities (potentially resulting in the recognition
of taxable gain or loss, and potentially under disadvantageous circumstances) to generate cash, or may have to borrow the cash,
to meet its distribution requirements and avoid Fund-level taxes. Under proposed Treasury Regulations, certain income derived by
a Fund from a CFC for a taxable year would generally constitute qualifying income only to the extent the CFC makes distributions
in respect of that income to the Fund for that taxable year. In addition, some Fund gains on the disposition of interests in such
an issuer may be treated as ordinary income. A Fund may limit and/or manage its holdings in issuers that could be treated as CFCs
in order to limit its tax liability or maximize its after-tax return from these investments.

The law with respect to the taxation of
non-U.S. entities treated as corporations for U.S. federal income tax purposes and the individuals and entities treated as their
shareholders changed under legislation enacted in late 2017. If a Fund owned 10% or more of the voting power of a foreign entity
treated as a corporation for U.S. federal income tax purposes for the last tax year of the foreign entity beginning before January
1, 2018, the Fund may be required to include in its income its share of certain deferred foreign income of that foreign entity.
Under those circumstances, the Fund may be able to make an election for such amounts to be included in income over eight years.
Any income included under this rule may have to be distributed to satisfy the distribution requirements referred to above even
though the Fund may receive no corresponding cash amounts, and even though shareholders derived no economic benefit from the foreign
entity’s deferred income.

Depreciation or other cost recovery
deductions passed through to a Fund from investments in MLPs in a given year will generally reduce the Fund’s taxable income,
but those deductions may be recaptured in the Fund’s income in one or more subsequent years. When recognized and distributed,
recapture income will generally be taxable to shareholders of the Fund at the time of the distribution at ordinary income tax
rates, even though those shareholders might not have held shares in the Fund at the time the deductions were taken by the Fund,
and even though those shareholders will not have corresponding economic gain on their shares at the time of the recapture. À
order to distribute recapture income or to fund redemption requests, a Fund may need to liquidate investments, which may lead
to additional recapture income.

Noncorporate taxpayers are generally eligible
for a deduction of up to 20% of “qualified publicly traded partnership income.” A Fund will not be able to claim such
a deduction in respect of income allocated to it by any MLPs or other publicly traded partnerships in which it invests, and absent
any additional guidance, the law does not allow noncorporate shareholders to be able to claim a deduction in respect of Fund dividends
attributable to any such income.

Non-U.S. persons are subject to U.S. tax
on disposition of a “United States real property interest” (a “USRPI”). Gain on such a disposition is sometimes
referred to as “FIRPTA gain.” The Code provides a look-through rule for distributions of “FIRPTA gain”
if certain requirements are met. If the look-through rule applies, certain distributions attributable to income received by a Fund,
e.g., from REITs, may be treated as gain from the disposition of a USRPI, causing distributions to be subject to U.S. withholding
tax at rates of up to 21%, and require non-U.S. shareholders to file nonresident U.S. income tax returns.

Each Fund is required to withhold (as “backup
withholding”) a portion of reportable payments, including dividends, capital gain distributions and the proceeds of redemptions
and exchanges or repurchases of Fund shares, paid to shareholders who have not complied with certain IRS regulations. The backup
withholding rate is currently 24%. In order to avoid this withholding requirement, shareholders, other than certain exempt entities,
must certify on IRS Forms W-9 or on certain other documents, that the Social Security Numbers or other Taxpayer Identification
Numbers they provide are their correct numbers and that they are not currently subject to backup withholding, or that they are
exempt from backup withholding. A Fund may nevertheless be required to backup withhold if it receives notice from the IRS or a
broker that a number provided is incorrect or that backup withholding is applicable as a result of previous underreporting of interest
or dividend income.

Ordinary dividends and certain other payments
made by a Fund to non-U.S. shareholders are generally subject to withholding tax at a 30% rate (or a lower rate as may be determined
in accordance with any applicable treaty). In order to obtain a reduced rate of withholding, a non-U.S. shareholder will be required
to provide an IRS Form W-8BEN or similar form certifying its entitlement to benefits under a treaty. The withholding tax does not
apply to regular dividends paid to a non-U.S. shareholder who provides an IRS Form W-8ECI, certifying that the dividends are effectively
connected with the non-U.S. shareholder’s conduct of a trade or business within the United States. Instead, the effectively
connected dividends will be subject to regular U.S. income tax as if the non-U.S. shareholder were a U.S. shareholder. A non-U.S.
corporation receiving effectively connected dividends may also be subject to additional “branch profits tax” imposed
at a rate of 30% (or a lower treaty rate).

The 30% withholding tax described in the
preceding paragraph generally will not apply to distributions of net capital gain, to redemption proceeds, or to dividends that
a Fund reports as (a) interest-related dividends, to the extent such dividends are derived from the Fund’s “qualified
net interest income,” or (b) short-term capital gain dividends, to the extent such dividends are derived from the Fund’s
“qualified short-term gain.” “Qualified net interest income” is the Fund’s net income derived from
U.S.-source interest and original issue discount, subject to certain exceptions and limitations. “Qualified short-term gain”
generally means the excess of the net short-term capital gain of a Fund for the taxable year over its net long-term capital loss,
if any. In order to qualify for an exemption from withholding, a non-U.S. shareholder will need to comply with applicable certification
requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN or other applicable form). Backup
withholding will not be applied to payments that are subject to this 30% withholding tax.

Unless certain non-U.S. entities that hold
Fund shares comply with IRS requirements that will generally require them to report information regarding U.S. persons investing
in, or holding accounts with, such entities, a 30% withholding tax may apply to a Fund’s dividends payable to such entities.
A non-U.S. shareholder may be exempt from the withholding described in this paragraph under an applicable intergovernmental agreement
between the United States and a foreign government, provided that the shareholder and the applicable foreign government comply
with the terms of such agreement.

This discussion and the related discussion
in the Prospectus have been prepared by management of the Funds, and counsel to the Trust has expressed no opinion in respect thereof.

Shareholders and prospective shareholders
of a Fund should consult their own tax advisors concerning the effect of owning shares of the Fund in light of their particular
tax situations.

DIVIDENDS AND DISTRIBUTIONS

Each Fund will receive income in the form
of dividends and interest earned on its investments in securities. This income, less the expenses incurred in its operations, is
a Fund’s net investment income, substantially all of which will be declared as dividends to the Fund’s shareholders.

The amount of income dividend payments
by a Fund is dependent upon the amount of net investment income received by the Fund from its portfolio holdings, is not guaranteed
and is subject to the discretion of the Board. The Funds do not pay “interest” or guarantee any fixed rate of return
on an investment in its shares.

Each Fund also may derive capital gains
or losses in connection with sales or other dispositions of its portfolio securities. Any net gain a Fund may realize from transactions
involving investments held for less than the period required for long-term capital gain or loss recognition or otherwise producing
short-term capital gains and losses (taking into account any available carryover of capital losses), although a distribution from
capital gains, will be distributed to shareholders with and as a part of the income dividends paid by a Fund and will be taxable
to shareholders as ordinary income for federal income tax purposes. If during any year a Fund realizes a net gain on transactions
involving investments held for more than the period required for long-term capital gain or loss recognition or otherwise producing
long-term capital gains and losses, the Fund will have a net long-term capital gain. After deduction of the amount of any net short-term
capital loss, the balance (to the extent not offset by any capital losses available to be carried over) generally will be distributed
and treated as long-term capital gains in the hands of the shareholders regardless of the length of time a Fund’s shares
may have been held by the shareholders. For more information concerning applicable capital gains tax rates, see your tax advisor.

Any dividend or distribution paid by a
Fund reduces the Fund’s NAV on the date paid by the amount of the dividend or distribution per share. Accordingly, a dividend
or distribution paid shortly after a purchase of shares by a shareholder will generally be taxable, even if it effectively represents
a partial return of the shareholder’s capital.

Dividends and other distributions will
be made in the form of additional shares of a Fund unless the shareholder has otherwise indicated. Investors have the right to
change their elections with respect to the reinvestment of dividends and distributions by notifying the Transfer Agent in writing,
but any such change will be effective only as to dividends and other distributions for which the record date is seven or more business
days after the Transfer Agent has received the written request.

A Fund’s investments in partnerships,
if any, including in qualified publicly traded partnerships, may result in that Fund being subject to state, local or foreign income,
franchise or withholding tax liabilities.

GENERAL INFORMATION

Investment Managers Series Trust is an
open-end management investment company organized as a Delaware statutory trust under the laws of the State of Delaware on February
15, 2005. The Trust has a number of outstanding series of shares of beneficial interest, each of which represents interests in
a separate portfolio of securities.

The Trust’s Declaration of Trust
permits the Trustees to create additional series of shares, to issue an unlimited number of full and fractional shares of beneficial
interest of each series, including the Funds, and to divide or combine the shares of any series into a greater or lesser number
of shares without thereby changing the proportionate beneficial interest in the series. The assets belonging to a series are charged
with the liabilities in respect of that series and all expenses, costs, charges and reserves attributable to that series only.
Therefore, any creditor of any series may look only to the assets belonging to that series to satisfy the creditor’s debt.
Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as pertaining to
any particular series are allocated and charged by the Trustees to and among the existing series in the sole discretion of the
Trustees. Each share of a Fund represents an interest in the Fund proportionately equal to the interest of each other share. Upon
a Fund’s liquidation, all shareholders would share pro rata in the net assets of the Fund available for distribution to shareholders.

The Trust may offer more than one class
of shares of any series. Each share of a series or class represents an equal proportionate interest in that series or class with
each other share of that series or class. The Trust has reserved the right to create and issue additional series or classes. Each
share of a series or class represents an equal proportionate interest in that series or class with each other share of that series
or class.

The shares of each series or class participate
equally in the earnings, dividends and assets of the particular series or class. Expenses of the Trust which are not attributable
to a specific series or class are allocated among all the series in a manner believed by management of the Trust to be fair and
equitable. Shares issued do not have pre-emptive or conversion rights. Shares when issued are fully paid and non-assessable, except
as set forth below. Shareholders are entitled to one vote for each share held. Shares of each series or class generally vote together,
except when required under federal securities laws to vote separately on matters that only affect a particular series or class,
such as the approval of distribution plans for a particular class.

The Trust is not required to hold annual
meetings of shareholders but will hold special meetings of shareholders of a series or class when, in the judgment of the Board,
it is necessary or desirable to submit matters for a shareholder vote. Shareholders have, under certain circumstances, the right
to communicate with other shareholders in connection with requesting a meeting of shareholders for the purpose of removing one
or more trustees. Shareholders also have, in certain circumstances, the right to remove one or more trustees without a meeting.
No material amendment may be made to the Trust’s Declaration of Trust without the affirmative vote of the holders of a majority
of the outstanding shares of each portfolio affected by the amendment.

The Trust’s Declaration of Trust
provides that, at any meeting of shareholders of the Trust or of any series or class, a shareholder servicing agent may vote any
shares as to which such shareholder servicing agent is the agent of record for shareholders who are not represented in person or
by proxy at the meeting, proportionately in accordance with the votes cast by holders of all shares of that portfolio otherwise
represented at the meeting in person or by proxy as to which such shareholder servicing agent is the agent of record. Any shares
so voted by a shareholder servicing agent will be deemed represented at the meeting for purposes of quorum requirements. Any series
or class may be terminated (i) upon the merger or consolidation with, or the sale or disposition of all or substantially all of
its assets to, another entity, if approved by the vote of the holders of two-thirds of its outstanding shares, except that if the
Board recommends such merger, consolidation or sale or disposition of assets, the approval by vote of the holders of a majority
of the series’ or class’ outstanding shares will be sufficient, or (ii) by the vote of the holders of a majority of
its outstanding shares, or (iii) by the Board by written notice to the series’ or class’ shareholders. Unless each
series and class is so terminated, the Trust will continue indefinitely.

Shareholders may send communications to
the Board. Shareholders should send communications intended for the Board by addressing the communications to the Board, in care
of the Secretary of the Trust and sending the communication to 2220 E. Route 66, Suite 226, Glendora, California 91740. A shareholder
communication must (i) be in writing and be signed by the shareholder, (ii) provide contact information for the shareholder, (iii)
identify the Fund to which it relates, and (iv) identify the class and number of shares held by the shareholder. The Secretary
of the Trust may, in good faith, determine that a shareholder communication should not be provided to the Board because it does
not reasonably relate to the Trust or its operations, management, activities, policies, service providers, Board, officers, shareholders
or other matters relating to an investment in a Fund or is otherwise immaterial in nature. Other shareholder communications received
by the Funds not directly addressed and sent to the Board will be reviewed and generally responded to by management, and will be
forwarded to the Board only at management’s discretion based on the matters contained therein.

The Declaration of Trust provides that
no Trustee or officer of the Trust shall be subject to any personal liability in connection with the assets or affairs of the Trust
or any of its series except for losses in connection with his or her willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties. The Trust has also entered into an indemnification agreement with each Trustee which provides that
the Trust shall advance expenses and indemnify and hold harmless the Trustee in certain circumstances against any expenses incurred
by the Trustee in any proceeding arising out of or in connection with the Trustee’s service to the Trust, to the maximum
extent permitted by the Delaware Statutory Trust Act, the 1933 Act and the 1940 Act, and which provides for certain procedures
in connection with such advancement of expenses and indemnification.

The Trust’s Declaration of Trust
also provides that the Trust shall maintain appropriate insurance (for example, fidelity bonding and errors and omissions insurance)
for the protection of the Trust, its shareholders, trustees, officers, employees and agents covering possible tort and other liabilities.

The Declaration of Trust does not require
the issuance of stock certificates. If stock certificates are issued, they must be returned by the registered owners prior to the
transfer or redemption of shares represented by such certificates.

Rule 18f-2 under the 1940 Act provides
that as to any investment company which has two or more series outstanding and as to any matter required to be submitted to shareholder
vote, such matter is not deemed to have been effectively acted upon unless approved by the holders of a “majority”
(as defined in the rule) of the voting securities of each series affected by the matter. Such separate voting requirements do not
apply to the election of Trustees or the ratification of the selection of accountants. The Rule contains special provisions for
cases in which an advisory contract is approved by one or more, but not all, series. A change in investment policy may go into
effect as to one or more series whose holders so approve the change even though the required vote is not obtained as to the holders
of other affected series.

The Trust and the Advisor have adopted
Codes of Ethics under Rule 17j-1 of the 1940 Act. These codes of ethics permit, subject to certain conditions, personnel of each
of these entities to invest in securities that may be purchased or held by the Funds.

FINANCIAL STATEMENTS

Incorporated by reference herein is
the Funds’ Annual Report to shareholders for the fiscal year ended October 31, 2019 which includes the “Report of
Independent Registered Public Accounting Firm”, “Schedule of Investments”, Statement of Assets and Liabilities”,
“Statement of Operations”, “Statements of Changes in Net Assets”, “Financial Highlights” and
“Notes to Financial Statements”. A copy of the Funds’ Annual Report can be obtained at no charge by calling
1-888-665-1414 or writing the Funds.

APPENDIX A
DESCRIPTION OF SECURITIES RATINGS

Corporate Bonds (Including Convertible Bonds)

Moody’s

Aaa Obligations rated Aaa are judged to be
of the highest quality, with minimal credit risk.

Aa Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

Un Obligations rated A are considered upper-medium grade and are subject to low credit risk.

Baa Obligations rated Baa are subject to moderate
credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.

Ba Obligations rated Ba are judged to have speculative elements and are subject to substantial credit
risk.

B Obligations rated B are considered speculative and are subject to high credit risk.

Caa Obligations rated Caa are judged to be
of poor standing and are subject to very high credit risk.

Ca Obligations rated Ca are highly speculative and are likely in, or very near, default, with some
prospect of recovery.

C Obligations rated C are the lowest rated class of bonds and are typically in default, with little
prospect for recovery of principal or interest.

Pastaba Moody’s applies numerical modifiers
1, 2, and 3 in each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the
higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking
in the lower end of that generic rating category.

S&P

AAA An obligation rated AAA has the highest
rating assigned by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation
is extremely strong.

AA An obligation rated AA differs from the highest-rated obligations only in small degree. The obligor’s
capacity to meet its financial commitment on the obligation is very strong.

Un An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances
and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial
commitment on the obligation is still strong.

BBB An obligation rated BBB exhibits adequate
protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity
of the obligor to meet its financial commitment on the obligation.

Pastaba Obligations rated BB, B, CCC, CC, and
C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest.
While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties
or major exposures to adverse conditions.

BB An obligation rated BB is less vulnerable to nonpayment than other speculative issues. Cependant
it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions, which could lead to the
obligor’s inadequate capacity to meet its financial commitment on the obligation.

B An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor
currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions
will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

CCC An obligation rated CCC is currently vulnerable
to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial
commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to
have the capacity to meet its financial commitment on the obligation.

CC An obligation rated CC is currently highly vulnerable to nonpayment.

C The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar
action has been taken, but payments on this obligation are being continued.

D An obligation rated D is in payment default. The D rating category is used when payments on an
obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor’s
believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy
petition or the taking of a similar action if payments on an obligation are jeopardized.

Pastaba Plus (+) or minus (-). The ratings from
AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
The “r” symbol is attached to the ratings of instruments with significant noncredit risks. It highlights risks to principal
or volatility of expected returns, which are not addressed in the credit rating. Examples include: obligations linked or indexed
to equities, currencies, or commodities; obligations exposed to severe prepayment risk-such as interest-only or principal-only
mortgage securities; and obligations with unusually risky interest terms, such as inverse floaters.

Preferred Stock

Moody’s

Aaa An issue that is rated “Aaa”
is considered to be a top-quality preferred stock. This rating indicates good asset protection and the least risk of dividend impairment
within the universe of preferred stocks.

Aa An issue that is rated “Aa” is considered a high-grade preferred stock. This rating
indicates that there is a reasonable assurance the earnings and asset protection will remain relatively well maintained in the
foreseeable future.

Un An issue that is rated “A” is considered to be an upper-medium grade preferred stock.
While risks are judged to be somewhat greater than in the “Aaa” and “Aa” classification, earnings and asset
protection are, nevertheless, expected to be maintained at adequate levels.

Baa An issue that is rated “Baa”
is considered to be a medium-grade preferred stock, neither highly protected nor poorly secured. Earnings and asset protection
appear adequate at present but may be questionable over any great length of time.

Ba An issue that is rated “Ba” is considered to have speculative elements and its future
cannot be considered well assured. Earnings and asset protection may be very moderate and not well safeguarded during adverse periods.
Uncertainty of position characterizes preferred stocks in this class.

B An issue that is rated “B” generally lacks the characteristics of a desirable investment.
Assurance of dividend payments and maintenance of other terms of the issue over any long period of time may be small.

Caa An issue that is rated “Caa”
is likely to be in arrears on dividend payments. This rating designation does not purport to indicate the future status of payments.

Ca An issue that is rated “Ca” is speculative in a high degree and is likely to be in
arrears on dividends with little likelihood of eventual payments.

C This is the lowest rated class of preferred or preference stock. Issues so rated can thus be regarded
as having extremely poor prospects of ever attaining any real investment standing.

Pastaba Moody’s applies numerical modifiers
1, 2, and 3 in each rating classification: the modifier 1 indicates that the security ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking and the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.

S&P

AAA This is the highest rating that may be
assigned by Standard & Poor’s to a preferred stock issue and indicates an extremely strong capacity to pay the preferred
stock obligations.

AA A preferred stock issue rated AA also qualifies as a high-quality, fixed-income security. The capacity
to pay preferred stock obligations is very strong, although not as overwhelming as for issues rated AAA.

Un An issue rated A is backed by a sound capacity to pay the preferred stock obligations, although
it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions.

BBB An issue rated BBB is regarded as backed
by an adequate capacity to pay the preferred stock obligations. Whereas it normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a weakened capacity to make payments for a preferred stock
in this category than for issues in the A category.

BB, B, CCC Preferred
stock rated BB, B, and CCC is regarded, on balance, as predominantly speculative with respect to the issuer’s capacity to
pay preferred stock obligations. BB indicates the lowest degree of speculation and CCC the highest. While such issues will likely
have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse
conditions.

CC The rating CC is reserved for a preferred stock issue that is in arrears on dividends or sinking
fund payments, but that is currently paying.

C A preferred stock rated C is a nonpaying issue.

D A preferred stock rated D is a nonpaying issue with the issuer in default on debt instruments.

N.R. This indicates that no rating has been requested, that there is insufficient information on which
to base a rating, or that Standard & Poor’s does not rate a particular type of obligation as a matter of policy.

Pastaba Plus (+) or minus (-). To provide more
detailed indications of preferred stock quality, ratings from AA to CCC may be modified by the addition of a plus or minus sign
to show relative standing within the major rating categories.

Short Term
Ratings

Moody’s employs the following three
designations, all judged to be investment grade, to indicate the relative repayment ability of rated issuers:

Prime-1 Issuers rated Prime-1 (or supporting institutions)
have a superior ability for repayment of senior short-term debt obligations. Prime-1 repayment ability will often be evidenced
by many of the following characteristics:

Leading market positions in well-established industries.

High rates of return on funds employed.

Conservative capitalization structure with moderate reliance on debt and ample asset protection.

Broad margins in earnings coverage of fixed financial charges and high internal cash generation.

Well-established access to a range of financial markets and assured sources of alternate liquidity.

Prime-2 Issuers rated Prime-2 (or supporting institutions)
have a strong ability for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics
cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

Prime-3 Issuers rated Prime-3 (or supporting institutions)
have an acceptable ability for repayment of senior short-term obligations. The effect of industry characteristics and market compositions
may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements
and may require relatively high financial leverage. Adequate alternate liquidity is maintained.

Not Prime Issuers
rated Not Prime do not fall within any of the Prime rating categories.

S&P

A-1 A short-term obligation rated A-1 is rated in the highest category by Standard & Poor’s.
The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations
are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these
obligations is extremely strong.

A-2 A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to
meet its financial commitment on the obligation is satisfactory.

A-3 A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.

B A short-term obligation rated B is regarded as having significant speculative characteristics.
The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties,
which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

C A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable
business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.

D A short-term obligation rated D is in payment default. The D rating category is used when payments
on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor’s
believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy
petition or the taking of a similar action if payments on an obligation are jeopardized.

APPENDIX B
PROXY VOTING POLICIES AND PROCEDURES

ARI’s Proxy Voting Policy

ARI is a fiduciary that owes each client
a duty of care with regard to all services undertaken on the client’s behalf. Proxy voting is one such service for the following
clients: 1) those covered under the Employee Retirement Income Securities Act (“ERISA”) and 2) those non-ERISA clients
over which ARI exercises such voting authority. To fulfill these duties, ARI must cast votes in a manner consistent with the best
interests of its clients. In accordance with Rule 206(4)-6 under the Investment Advisers Act of 1940, ARI has adopted policies
and procedures to address its proxy voting responsibilities.

I. Summary of Proxy Voting Policies.
ARI has engaged Institutional Shareholder Services (“ISS”) to provide proxy voting services for clients over which
ARI exercises proxy voting authority. ARI has adopted standard proxy voting guidelines, which are applied by ISS to all ARI proxy
votes. ARI generally votes in accordance with its proxy voting guidelines; however, ARI may opt to override the guidelines if it
is decided to be the best interest of its clients. ARI believes that the use of standard proxy voting guidelines and the use of
an independent third party, such as ISS, mitigate potential conflicts of interest between ARI and its clients.

Receipt of Proxy Materials. Proxy
materials from issuers, custodians or broker-dealers with respect to any securities held in client accounts are sent generally
electronically to ARI in care of ISS. On rare occasions, ARI receives proxy materials from issuers, custodians or broker-dealers
through the mail in hard copy form, which are then forwarded to ISS for processing.

Proxy Administration & ISS Oversight.
ISS monitors ARI’s client accounts and their ballot activity on an ongoing basis. To assist with this process (and wherever
possible), ISS compares holdings quantities provided electronically by ARI with those indicated on each ballot. Discrepancies are
generally brought to the attention of the client’s custodian and/or proxy agent (such as Broadridge) as appropriate, but
may also be referred to ARI by ISS for additional assistance.

Primarily through its use of the ISS service,
ARI uses its best efforts to obtain ballots from its clients custodians and to vote every proxy which it or ISS receives when ARI
has been granted the authority to do so. However, there are situations in which ARI or ISS may not be able to process a ballot.
For example, if ARI or ISS received a proxy statement in an untimely manner, there may not be sufficient time to process the vote.
We believe that the use of a third party service, such as ISS, and our client relationships with multiple custodians reduce the
likelihood of this occurring.

Voting Decisions. Votes are generally
processed by ISS pursuant to ARI’s accepted proxy voting guidelines. Any recommendations by the investment team members to
vote against the guidelines should be brought to the attention of the compliance department who ensures the head portfolio manager
is aware. Any resulting override shall be documented and then submitted to ISS by compliance personnel.

In certain situations, ARI may have a relationship
with an issuer that could pose a potential conflict of interest when voting the shares of that issuer on behalf of clients (such
as if the issuer is also a Client of ARI). ARI believes that the use of an independent third party, such as ISS, and the use of
standard, pre-determined proxy voting guidelines should adequately address possible conflicts of interest in most cases. In unusual
cases, such as if an agenda item is not addressed by the standard guidelines or if an ARI employee has recommended a vote against
the guidelines, ARI may use other alternative procedures such as engaging a different independent third party to present a recommendation
or forwarding the proxies to clients so that they may vote the proxies themselves.

Record of Votes Cast. ARI has access
to voting records for each issue and each client via ISS.

Client Requests for Votes. Although
ARI has adopted standard proxy voting guidelines, the client may request that ARI vote proxies for their account in a particular
manner. Such requests should be provided to ARI in writing and will be addressed on a case by case basis with the client.

Client Requests for Voting Record.
Clients may request proxy voting information. ARI will respond to such requests showing how Client shares were voted on particular
issues. The compliance department will maintain a copy of all such requests and responses.

II. Conflicts of Interest. ARI believes
that the use of standard proxy voting guidelines and the use of an independent third party, such as ISS, mitigate potential conflicts
of interest between ARI and its clients. In addition, any recommendations by its employees to vote against the guidelines should
be brought to the attention of ARI’s Chief Compliance Officer. Any resulting override shall be documented and then submitted
to ISS by compliance personnel. Finally, the Advisor has adopted a Code of Ethics, advocating strictly ethical behavior and mandating
that all of its business activities be conducted in the best interest of its clients.

INVESTMENT MANAGERS SERIES TRUST

PROXY VOTING POLICIES AND PROCEDURES

Investment Managers Series Trust (the “Trust”)
is registered as an open-end investment company under the Investment Company Act of 1940, as amended (“1940 Act”).
The Trust offers multiple series (each, a “Fund” and, collectively, the “Funds”). Consistent with its fiduciary
duties and pursuant to Rule 30b1-4 under the 1940 Act (the “Proxy Rule”), the Board of Trustees of the Trust (the “Board”)
has adopted this proxy voting policy on behalf of the Trust (the “Policy”) to reflect its commitment to ensure that
proxies are voted in a manner consistent with the best interests of the Funds’ shareholders.

Delegation of Proxy Voting Authority
to Fund Advisors

The Board believes that the investment
advisor of each Fund (each, an “Advisor” and, collectively, the “Advisors”), as the entity that selects
the individual securities that comprise its Fund’s portfolio, is the most knowledgeable and best-suited to make decisions
on how to vote proxies of portfolio companies held by that Fund. The Trust will therefore defer to, and rely on, the Advisor of
each Fund to make decisions on how to cast proxy votes on behalf of such Fund. An Advisor may delegate this responsibility to a
Fund’s Sub-Advisor(s).

The Trust hereby designates the Advisor
of each Fund as the entity responsible for exercising proxy voting authority with regard to securities held in the Fund’s
investment portfolio. Consistent with its duties under this Policy, each Advisor shall monitor and review corporate transactions
of corporations in which the Fund has invested, obtain all information sufficient to allow an informed vote on all proxy solicitations,
ensure that all proxy votes are cast in a timely fashion, and maintain all records required to be maintained by the Fund under
the Proxy Rule and the 1940 Act. Each Advisor will perform these duties in accordance with the Advisor’s proxy voting policy,
a copy of which will be presented to the Board for its review. Each Advisor will promptly provide to the Trust’s Chief Compliance
Officer (“CCO”) updates to its proxy voting policy as they are adopted and implemented, and the Trust CCO will then
report such updates to the Board.

Availability of Proxy Voting Policy
and Records Available to Fund Shareholders

If a Fund or an Advisor has a website,
a copy of the Advisor’s proxy voting policy and this Policy may be posted on such website. A copy of such policies and of
each Fund’s proxy voting record shall also be made available, without charge, upon request of any shareholder of the Fund,
by calling the applicable Fund’s toll-free telephone number as printed in the Fund’s prospectus. The Trust’s
transfer agent will notify the Advisor of any such request of proxy voting procedures. The Advisor shall reply to any Fund shareholder
request within three (3) business days of receipt of the request, by first-class mail or other means designed to ensure equally
prompt delivery.

Each Advisor will provide a complete
annual voting record, as required by the Proxy Rule, for each series of the Trust for which it acts as advisor, to the Trust’s
co-administrator no later than July 31 of each year. The Trust’s co-administrator, MFAC, will file a report based on such
record on Form N-PX on an annual basis with the Securities and Exchange Commission no later than August 31st of each year.

Each Advisor is responsible for providing
its current proxy voting policies and procedures and any subsequent amendments to the Trust’s CCO. SEC Form N-PX is filed
with respect to each Fund by MFAC (acting as filing agent), by no later than August 31st of each year. Each such filing details
all proxies voted on behalf of the Fund for the prior twelve months ended June 30th. In connection with each filing on behalf of
the Fund, the Advisor’s CCO must sign and return to MFAC no later than July 30th a Form N-PX Certification stating that the
Advisor has adopted proxy voting policies and procedures in compliance with the SEC’s Proxy Voting Rule.

PART C: OTHER INFORMATION

Advisory Research All Cap Value Fund

Advisory Research Strategic Income
Fund

(a) (1) Agreement and Declaration of Trust of Registrant (1)

(2) Certificate of Trust (1)

(3) Amendment to Certificate of
Trust (1)

(4) Amendment to Certificate of
Trust (2)

(5) Amendment to Certificate of
Trust (6)

(6) Amendment to Agreement and
Declaration of Trust (2)

(7) Amendment to Agreement and
Declaration of Trust (4)

(8) Amendment to Agreement and
Declaration of Trust (5)

(9) Amendment to Agreement and
Declaration of Trust (14)

(10) Certificate of Designation
(7)

(b) Amended By-Laws of Registrant (5),
(11), (19)

(c) Instruments Defining Rights
of Security Holders is incorporated by reference to Registrant’s Agreement and Declaration of Trust and Bylaws.

(d) Investment Advisory Agreement (12)

(e) Distribution Agreement (10), (22)

(f) Bonus or Profit Sharing Contracts is
not applicable.

(g) Custody Agreement (3)

(1) Amended and Restated Appendix B
to Custody Agreement (26)

(h) Other Material Contracts

(1) Transfer Agency Agreement
(5)

(i) Amended and Restated Transfer
Agency Agreement (16)

(ii) Amended and Restated Schedule
A to Transfer Agency Agreement (26)

(2) Fund Accounting Agreement
(5)

(i) Amended and Restated Fund
Accounting Agreement (13)

(ii) Amended and Restated Schedule
A to Fund Accounting Agreement (26)

(3) Co-Administration Agreement
(5)

(i) Amended and Restated Co-Administration
Agreement (13)

(ii) Amendment to Co-Administration
Agreement (16)

(iii) Amended and Restated Schedule
A to Co-Administration Agreement (26)

(4) Amended and Restated Operating
Expense Agreement (20)

(5) Amended and Restated Shareholder
Service Plan (21), (23)

(6) Credit Agreement (25)

(i) Amendment to Credit Agreement
(25)

(7) Security Agreement (25)

(i) Legal Opinion (8)

(j) Consent of Independent Registered Public
Accounting Firm – to be filed by amendment.

(k) Not applicable

(l) Initial Subscription Agreement (8)

(m) Rule 12b-1 Plan – not applicable

(n) Rule 18f-3 Plan (12)

(1) Amended Multi-Class Plan Pursuant
to Rule 18f-3 (18)

(o) Powers of Attorney (3), (15), (26)

(p) Code of Ethics

(1) Code of Ethics of the Trust
(9), (24)

(2) Codes of Ethics of the Advisor
(17)filed herewith.

(3) Code of Ethics of Distributor
is not applicable

__________________________________________________________________

(1) Previously filed in Registrant's Post-Effective Amendment
No. 14 filed with the Commission on March 31, 2006.
(2) Previously filed in Registrant’s Post-Effective Amendment
No. 29 filed with the Commission on December 5, 2007.
(3) Previously filed in Registrant’s Post-Effective Amendment
No. 31 filed with the Commission on February 1, 2008.
(4) Previously filed in Registrant’s Post-Effective Amendment
No. 33 filed with the Commission on March 14, 2008.
(5) Previously filed in Registrant’s Post-Effective Amendment
No. 56 filed with the Commission on April 1, 2009.

(6) Previously filed in Registrant’s Post-Effective Amendment
No. 73 filed with the Commission on December 30, 2009.
(7) Previously filed in Registrant’s Post-Effective Amendment
No. 89 filed with the Commission on April 15, 2010.
(8) Previously filed in Registrant’s Post-Effective Amendment
No. 95 filed with the Commission on June 11, 2010.
(9) Previously filed in Registrant’s Post-Effective Amendment
No. 99 filed with the Commission on June 29, 2010.
(10) Previously filed in Registrant’s Post-Effective Amendment
No. 297 filed with the Commission on December 26, 2012.
(11) Previously filed in Registrant’s Post-Effective Amendment
No. 436 filed with the Commission on December 20, 2013.
(12) Previously filed in Registrant’s Post-Effective Amendment
No. 440 filed with the Commission on December 30, 2013.
(13) Previously filed in Registrant’s Post-Effective Amendment
No. 490 filed with the Commission on March 28, 2014.
(14) Previously filed in Registrant’s Post-Effective Amendment
No. 494 filed with the Commission on March 28, 2014.
(15) Previously filed in Registrant’s Post-Effective Amendment
No. 558 filed with the Commission on September 30, 2014.
(16) Previously filed in Registrant’s Post-Effective Amendment
No. 571 filed with the Commission on October 24, 2014.
(17) Previously filed in Registrant’s Post-Effective Amendment
No. 611 filed with the Commission on February 27, 2015.
(18) Previously filed in Registrant’s Post-Effective Amendment
No. 736 filed with the Commission on February 26, 2016.
(19) Previously filed in Registrant’s Post-Effective Amendment
No. 784 filed with the Commission on August 23, 2016.
(20) Previously filed in Registrant’s Post-Effective Amendment
No. 832 filed with the Commission on February 27, 2017.
(21) Previously filed in Registrant’s Post-Effective Amendment
No. 927 filed with the Commission on February 28, 2018.
(22) Previously filed in Registrant’s Post-Effective Amendment
No. 957 filed with the Commission on July 25, 2018.
(23) Previously filed in Registrant’s Post-Effective Amendment
No. 984 filed with the Commission on November 20, 2018.
(24) Previously filed in Registrant’s Post-Effective Amendment
No. 998 filed with the Commission on February 26, 2019.
(25) Previously filed in Registrant’s Post-Effective Amendment
No. 999 filed with the Commission on February 27, 2019.
(26) Previously filed in Registrant’s Post-Effective Amendment
No. 1032 filed with the Commission on August 28, 2019.

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND

See the Statement of Additional Information.

Pursuant to Del. Code Ann. Title 12 Section
3817, a Delaware statutory trust may provide in its governing instrument for the indemnification of its officers and Trustees from
and against any and all claims and demands whatsoever.

Reference is made to Article 8, Section
8.4 of the Registrant's Agreement and Declaration of Trust, which provides:

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

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

The Registrant has also entered into Indemnification
Agreements with each of its trustees which provide that the Registrant shall advance expenses and indemnify and hold harmless each
trustee in certain circumstances against any expenses incurred by a trustee in any proceeding arising out of or in connection with
the trustee's service to the Registrant, to the maximum extent permitted by the Delaware Statutory Trust Act, the Securities Act
of 1933 and the Investment Company Act of 1940, and which provide for certain procedures in connection with such advancement of
expenses and indemnification.

Pursuant to the Distribution Agreement
between the Trust and IMST Distributors, LLC (the “Distributor”), the Trust has agreed to indemnify, defend and hold
the Distributor, and each of its present or former directors, members, officers, employees, representatives and any person who
controls or previously controlled the Distributor within the meaning of Section 15 of the 1933 Act (“Distributor Indemnitees”),
free and harmless (a) from and against any and all losses, claims, demands, liabilities, damages, charges, payments, costs and
expenses (including the costs of investigating or defending any alleged losses, claims, demands, liabilities, damages, charges,
payments, costs or expenses and any counsel fees incurred in connection therewith) of any and every nature (“Losses”)
which Distributor and/or each of the Distributor Indemnitees may incur under the 1933 Act, the 1934 Act, any other statute (including
Blue Sky laws) or any rule or regulation thereunder, or under common law or otherwise, arising out of or based upon any untrue
statement, or alleged untrue statement, of a material fact contained in the registration statement or any prospectus, an annual
or interim report to shareholders or sales literature, or any amendments or supplements thereto, or arising out of or based upon
any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that the Trust’s obligation to indemnify Distributor and any of the Distributor
Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission
or alleged omission made therein in reliance upon and in conformity with information relating to the Distributor and furnished
to the Trust or its counsel by Distributor in writing for the purpose of, and used in, the preparation thereof; (b) from and against
any and all Losses which Distributor and/or each of the Distributor Indemnitees may incur in connection with this Agreement or
the Distributor’s performance hereunder, except to the extent the Losses result from the Distributor’s willful misfeasance,
bad faith or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties
under this Agreement, (c) from and against any and all Losses which Distributor and/or each of the Distributor Indemnitees may
incur resulting from the actions or inactions of any prior service provider to the Trust or any Funds in existence prior to, and
added to Schedule A after, the date of this Agreement, or (d) from and against any and all Losses which Distributor and/or each
of the Distributor Indemnitees may incur when acting in accordance with instructions from the Trust or its representatives; ir
provided further that to the extent this agreement of indemnity may require indemnity of any Distributor Indemnitee who is also
a trustee or officer of the Trust, no such indemnity shall inure to the benefit of such trustee or officer if to do so would be
against public policy as expressed in the 1933 Act or the 1940 Act.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER

With respect to the Advisor, the response
to this Item is incorporated by reference to the Advisor’s Uniform Application for Investment Adviser Registration (Form
ADV) on file with the Securities and Exchange Commission (“SEC”).  The Advisor’s Form ADV may be obtained,
free of charge, at the SEC’s website at www.adviserinfo.sec.gov.

ITEM 32. IMST DISTRIBUTORS, LLC

Item 32(a) IMST Distributors, LLC (the “Distributor”) serves as principal underwriter for the following investment companies
registered under the Investment Company Act of 1940, as amended:

1. Investment Managers Series Trust

2. Investment Managers Series Trust II

Item 32(b) The following are the Officers and Manager of the Distributor. The Distributor’s main business address is Three Canal
Plaza, Suite 100, Portland, Maine 04101.

vardas Address Position with Underwriter Position with Registrant
Richard J. Berthy Three Canal Plaza, Suite 100, Portland, ME  04101 President, Treasurer and Manager Aucun
Mark A. Fairbanks Three Canal Plaza, Suite 100, Portland, ME  04101 Vice President Aucun
Jennifer K. DiValerio 899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312 Vice President Aucun
Susan K. Moscaritolo 899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312 Vice President and Chief Compliance Officer Aucun
Jennifer E. Hoopes Three Canal Plaza, Suite 100, Portland, ME  04101 Secretary Aucun

Item 32(c) Not applicable.

ITEM 33. LOCATION OF ACCOUNTS AND RECORDS.

The books and records required to be maintained by Section 31(a)
of the Investment Company Act of 1940 are maintained at the following locations:

Records Relating to: Are located at:
Registrant’s Transfer Agent, Fund Accountant and Co-Administrator

UMB Fund Services, Inc.

235 W. Galena Street
Milwaukee, Wisconsin 53212

Registrant’s Co-Administrator

Mutual Fund Administration, LLC

2220 E. Route 66, Suite 226

Glendora, California 91740

Registrant’s Custodian

UMB Bank, n.a.

928 Grand Boulevard, 5des milliers Floor

Kansas City, Missouri, 64106

Registrant’s Investment Adviser

Advisory Research, Inc.

Two Prudential Plaza

180 N. Stetson Ave. Suite 5500

Chicago, IL 60601

Registrant’s Distributor

IMST Distributors, LLC

Three Canal Plaza, Suite 100

Portland, Maine 04101

ITEM 34. MANAGEMENT SERVICES

Not applicable

Not applicable

SIGNATURES

Pursuant to the requirements of the Securities
Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, duly authorized, in the City of Milwaukee and State of Wisconsin, on the 30des milliers
day of December, 2019.

INVESTMENT MANAGERS SERIES TRUST
By: /s/ Maureen Quill
Maureen Quill, Principal Executive Officer

Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed on the 30des milliers day of December, 2019,
by the following persons in the capacities set forth below.

Signature Title
Ashley Toomey Rabun Trustee
William H. Young Trustee
Charles H. Miller Trustee
John P. Zader Trustee
Eric M. Banhazl Trustee
/s/ Maureen Quill
Maureen Quill Trustee and Principal Executive Officer
/s/ Rita Dam
Rita Dam Principal Financial Officer

By /s/ Rita Dam
Attorney-in-fact, pursuant to power of attorney previously filed with Post-Effective Amendment No. 1032 on August 28, 2019.

EXHIBIT INDEX

Exhibit Exhibit No.
Code of Ethics of the Advisor EX99.p(2)

Advisory
Research, Inc.

Code
of Ethics

Adopted
February 1, 2005

Revised
September 30, 2019

Turinys

I. Introduction 3
II. Standards of Business Conduct 6e
III. Insider Trading 8e
IV. Personal Securities Transactions 11
V. Gifts, Entertainment and Contributions 18e
VI. Confidentiality 20
VII. Reporting Illegal or Unethical Behavior 21
VIII. Duty to Comply and Update 22e

I. Introduction

Advisory Research, Inc. (“ARI”)
values the principles of honesty and integrity and expects that all employees conduct themselves in a professional and ethical
manner. This Code of Ethics has been adopted by ARI in compliance with Rule 17j-1 under the Investment Company Act of 1940, as
amended (the “1940 Act”) and Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”). Advisory
Research claims compliance with the CFA Institute Code of Ethics and Standards of Professional Conduct. This claim has not been
verified by the CFA institute.

ARI is a fiduciary of its Clients and owes
each Client an affirmative duty of good faith and full and fair disclosure of all material facts. This duty is particularly pertinent
whenever the adviser is in a situation involving a conflict or potential conflict of interest. ARI and all Employees must affirmatively
exercise authority and responsibility for the benefit of Clients, and may not participate in any activities that may conflict with
the interests of Clients except in accordance with this Code. In addition, we must avoid activities, interests and relationships
that might interfere or appear to interfere with making decisions in the best interests of our Clients. Accordingly, at all times,
we must conduct our business with the following fiduciary principles in mind:

1. Place the interests of Clients
first and avoid abuses of their trust.
We may not cause a Client to take action, or not to take action, for our personal benefit
rather than the benefit of the Client. For example, causing a Client to purchase a security owned by an Employee for the purpose
of increasing the price of that security would be a violation of this Code. Similarly, an Employee investing for himself in a security
of limited availability that was appropriate for a Client without first considering that investment for such Client may violate
this Code;

2. Avoid taking inappropriate advantage
of our position.
The receipt of investment opportunities, perquisites, or gifts from persons seeking business with ARI could
call into question the exercise of our independent judgment. Accordingly, we may accept such items only in accordance with the
limitations in this Code;

3. Conduct all personal securities
transactions in compliance with this Code of Ethics.
This includes all pre-clearance and reporting requirements and procedures
regarding inside information and personal and proprietary trades. While ARI encourages Employees and their families to develop
personal investment programs, you must not take any action that could result in even the appearance of impropriety;

4. Keep information confidential.
Information concerning Client transactions or holdings is material non-public information and Employees may not use knowledge
of any such information to profit from the market effect of those transactions;

5. Comply with the federal securities
law and all other laws and regulations applicable to ARI’s business.
Make it your business to know what is required of
ARI as an Investment Adviser, and you as an Employee of ARI, and integrate compliance into the performance of all duties.

6. Seek advice when in doubt about
the propriety of any action or situation.
Any questions concerning this Code of Ethics should be addressed to your manager,
the compliance department or the general counsel department.

No code of ethics can anticipate every
situation. Even if no specific Code provision applies, please abide by the general principles of the Code outlined above and in
a manner that is designed to avoid any actual or potential conflicts of interest.

Further, the general principles discussed
above govern all conduct, whether or not the conduct also is covered by more specific standards and procedures set forth below.
Finally, failure to comply with this Code of Ethics may result in disciplinary action, including termination of employment.

Terms and Definitions

Access Person All employees of ARI, including any director, officer, general partner, or advisory person of the Firm, and any independent contractor who has access to non-public information regarding clients’ purchase or sale of securities, are involved in making securities recommendations to clients, or who has access to such recommendations that are non-public.  Further, Rule 17j-1 describes “Access Persons” as all directors, officers, controlling persons who obtain information about recommendations made by any Advisory Person to any client.
Investment Person Any Access Person who in connection with his or her regular functions or duties either makes or participates in making recommendations or decision s concerning purchases or sales of securities in any ARI client account or has otherwise been designated an Investment Person by Compliance.
Beneficial Interest

The opportunity to directly or indirectly,
        through any contract,

arrangement, understanding, relationship,
        or otherwise, to profit or share in any profit derived from a securities transaction in the subject Securities. An Access Person
        is deemed to have a Beneficial Interest in Securities owned by members of his or her Immediate Family sharing the same household.
        Common examples of Beneficial Interest include joint accounts, spousal accounts, UGMA/UTMA accounts, 401(K) and other retirement
        accounts, employee stock ownership plans, partnerships, trusts and controlling interests in corporations or any account in which
        the Access Person has investment discretion. Any uncertainty as to whether an Access Person has a Beneficial Interest in a Security
        should be brought to the attention of the Compliance Department.

Client Account Any ARI Fund or any Fund, portfolio or client account advised or sub-advised by ARI.
Kontrolė Control has the same meaning as in section 2(a)(9) of the Act. Control generally means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an office position with such a company.
Covered (Reportable) Security Any option, stock or option thereon, instrument, bond, debenture, pre-organization certificate, investment contract, any other interest commonly  known as a security, and any security or instrument related to, but not necessarily the same as, those held or to be acquired by any Fund; provided, however, that the following shall not be considered a Covered Security: securities issued by the United States Government, bankers’ acceptances, bank certificates of deposit, commercial paper, shares of registered open-end investment companies (other than ETFs, which should be considered "covered securities") that are not funds advised or sub-advised by ARI.
Federal Securities Law The Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.
Initial Public Offering An offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

Immediate Family A child, stepchild, grandchild, parent, stepparent, grandparent, spouse, domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, and sister-in-law, and shall include adoptive relationships.
Limited Offering An offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 of this chapter.  See private placement or private securities transaction definitions below.
Managed Account Letter A letter indicating an Access Person’s grant of investment discretion in an account or accounts to a third-party, signed by the Access Person, the Access Person’s financial advisor, and approved by the CCO.
Managed Account An investment account over which bona fide legal investment discretion has been granted to an investment manager.  The Access Person does not have direct or indirect influence over the control of the account.
Outside Business Activity

Includes any of the following on a compensated or non-compensated
        basis in a for-profit capacity or for a for-profit entity:

Being
engaged in any other business outside the business of ARI

Being
employed or compensated by any other person for business-related activities outside the business of ARI

Serving
as an Advisory Person of another organization

Serving
on the board of directors (or in any similar capacity) of another company.

Private Placement An offering and investment in any non-publicly traded security.
Private Securities Transaction Includes investments in private placements (hedge funds or private equity funds), privately placed security, private investment partnerships, interests in oil and gas ventures, real estate syndications, participations in tax shelters and other investment vehicles and shares issued prior to a public distribution.
Reportable Fund Each of the registered investment companies for which ARI serves as an adviser or sub-adviser as defined in section 2(a)(20) of the Investment Company Act of 1940 or any fund whose investment advisor or principal underwriter controls you, is controlled by you, or is under common control with you. Please see definition of Control above.

II. Standards of Business Conduct

Compliance with Laws and Regulations.

Access Persons are required to comply with
applicable Federal securities laws. In accordance with this requirement, Access Persons are not permitted, in connection with the
purchase or sale, directly or indirectly, of a Security held or to be acquired by a Client Account:

1) To defraud the client
in any manner;

2) To mislead the client,
including by making a statement that omits material facts;

3) To engage in any act, practice
or course of conduct that operates or would operate as a fraud or deceit upon the client;

4) To engage in any
manipulative practice with respect to the client;

5) To appropriate for
personal gain an investment opportunity that should be provided to a client; arba

6) To engage in any manipulative
practice with respect to securities, including price manipulation, which encompasses, but is not limited to, the intentional creation
or spreading of false information intended to affect securities prices.

In addition, Regulation S-P (privacy requirements),
anti-money laundering requirements and other laws and regulations imposed on mutual funds and U.S. registered investment advisers
are applicable to Access Persons.

Conflicts of Interest.

As a fiduciary, ARI has an affirmative
duty of care, loyalty, honesty, and good faith to act in the best interests of its clients. Compliance with this duty can be achieved
by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with
respect to any client. In addition, ARI encourages Access Persons to try to avoid situations that have even the appearance apie
conflict or impropriety.

A. Conflicts among Client Interests.

Conflicts of interest may arise where ARI
or Access Persons have reason to favor the interests of one client over another client (e.g., Client Accounts in which employees
have made material personal investments or Client Accounts of Immediate Family or close friends). The Code specifically prohibits
inappropriate favoritism of one client over another client that would constitute a breach of fiduciary duty.

B. Competing with Client Trades.

The Code prohibits Access Persons from
using knowledge about pending or currently considered securities transactions for Client Accounts to profit personally, directly
or indirectly, as a result of such securities transactions, including by purchasing or selling such securities.

C. Other Potential Conflicts Provisions.

1) Disclosure of Personal Interest –
The Code prohibits investment personnel from recommending, implementing or considering any Securities Transaction for a client
without having disclosed any material Beneficial Interest, business or personal relationship, or other material interest in the
issuer or its affiliates, to the Chief Compliance Officer (“CCO”) or another designated senior officer. If such designated
person deems the disclosed interest to present a material conflict, the investment personnel may not participate in any decision-making
process regarding the securities of that issuer.

a. Note: This provision would apply in
addition to ARI’s quarterly and annual personal Securities reporting requirements.

b. Research Analysts. If a research analyst
has a material interest in an issuer, ARI may assign a different analyst to cover the issuer.

2) Referrals/Brokerage – Access Persons
are to act in the best interests of ARI’s clients regarding execution and other costs paid by clients for brokerage services.
Access Persons are to strictly adhere to the firm’s compliance policies and procedures regarding brokerage prohibitions (including
allocation, best execution, and soft dollars) regarding use of brokerage commissions to finance mutual fund distribution and directed
brokerage.

3) Vendors and Suppliers – Access
Persons must disclose any personal investment or other interests in vendors or suppliers with respect to which the person negotiates
or makes decisions on behalf of the firm. Access Persons

with such interests are generally prohibited
from negotiating or making decisions regarding ARI’s business with those companies.

4) No Transactions with Clients –
Access Persons are not permitted to knowingly sell to or purchase from a client any security, except securities issued by the client
provided that such securities are purchased in compliance

with the Code.

III. Insider Trading

Law & Policy

While there is no precise
definition of insider trading in federal securities laws, the term is generally understood to mean the trading of securities and
other investment instruments of whatever kind or nature while in possession of material non-public information (i.e., information
that would be important to reasonable investors in making a decision to buy, sell or hold a security or other investment instrument
that is not available to the general public). Obviously, this description does not catalog the many different types of information
that can be construed as material and non-public. Rather than attempting to make such determinations on their own, personnel who
suspect that they are in receipt of inside information should immediately seek the advice of the Chief Compliance Officer or the
Chief Legal Officer. Concerns about the misuse of material non-public information by ARI or Employees may arise primarily in two
ways:

First, ARI may come into
possession of material non-public information about another company, such as an issuer in which it is investing for Clients or
in which employees might be investing for their own accounts.

Second, ARI as an investment
adviser has material non-public information in relation to its own business. The SEC has stated that the term “material non-public
information” may include information about an investment adviser’s securities recommendations and Client securities
holding and transactions. It is the policy of ARI that all such information is to be kept in strict confidence by those who receive
it, and such information may be divulged only on a need to know basis within ARI and to those who have a need for it in connection
with the performance of services to Clients.

Who is an Insider? The concept of
“insider” is broad. It includes officers, directors and employees of a company. In addition, a person can be a “temporary
insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as
a result is given access to information solely for the company’s purposes. For example, a person who advises or otherwise
performs services for a company may become a temporary insider of that company. An Employee of ARI could also become a temporary
insider to a company because of ARI’s and/or the Employee’s relationship to the company.

What is Material Information? Trading
on non-public information is not a basis for liability unless the information is material. “Material information” generally
is defined as information for making his or her investment decision, or information that is reasonably certain to have a substantial
effect on the price of a security.

What is Non-public Information?
Information is non-public until it has been “effectively communicated to the marketplace”. One must be able to point
to some fact to show that the information is generally public.

Penalties for Insider Trading.
Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful
conduct and their employers. A person can be subject to some or all of the penalties below even if he/she does not personally benefit
from the violation. Penalties include: civil injunctions, treble damages, disgorgement of profits, jail sentences, fines for the
person who committed the violation and/or fines for the employer or other controlling person of any person committing the violation.

Procedures

Identification and Prevention of Insider
Information.
If an Employee believes that he or she is in possession of information that is material and non-public, or has
questions as to whether information is material and non-public, he or she should take the following steps:

1. Report the matter to the Chief Compliance Officer or designee, who will determine if the security
should be added to the Restricted List.

2. General Prohibitions. All Access Persons of ARI are prohibited from, directly or indirectly,
buying, selling or otherwise trading on Material, Non-Public Information for their personal accounts or on behalf of any client
of the Adviser, including any Fund.
3. Recommendations. No Advisory Person may recommend the purchase or sale of any securities
of the restricted issuer to any person while in possession of Material, Non-Public Information. The Advisory Person should refrain
from communicating the information inside or outside ARI other than to the Chief Compliance Officer or his/her designee.

Restricted List. A “restricted list” shall
be developed and maintained by Compliance to monitor personal trading by Access Persons and trading by Advisory Personnel on behalf
of clients. This list shall identify the security restricted, the date initially restricted and the duration of the restriction.
The restricted list shall prohibit Access Persons and proprietary accounts from trading in the securities of the listed issuers,
and furthermore shall prohibit employees from soliciting or recommending trades in such securities. New cash inflows and liquidations
will be allowed to trade in securities on the restricted list as long as they occur according to a model. The model will be locked
down with respect to the restricted issuer once the issuer is placed on the restricted list to ensure that the model will be developed
independent of Material Non-Public Information. Securities may appear on a restricted list for a variety of reasons, including
the following: (a) ARI has Material Non-Public Information about the issuer, or (b) ARI has entered into a relationship likely
to lead to an employee receipt of Material Non-public Information about the issuer. The “restricted list” shall be
kept confidential in order to avoid tipping off other employees of ARI about the potential existence of Material Non-Public Information.

Information Wall. Employees of ARI
who receive Material, Non-Public Information shall take all steps reasonably required in order to prevent or restrict the flow
of such Material, Non-public Information between different areas of ARI. Employees on opposite sides of any “Information
Wall,” as determined by the Compliance Officer, shall be required to exercise particular care in ensuring that Material,
Non-public Information is not shared with employees of ARI on the opposite side of the Information Wall. This Information Wall
will be maintained in order to allow different areas of the firm to operate independently thereby not compromising the ability
of employees of ARI without access to Material, Non-Public Information to trade because other employees of ARI may have access
to Material, Non-Public Information.

Securities Activities. No Access
Person may disclose to any other person the securities activities engaged in or contemplated by any of ARI’s clients unless
and only to the extent they are required to do so in connection with the normal performance of their assigned responsibilities
with ARI.

Restrictions on Disclosure.

Generolas.
No Access Person shall disclose to any other person the securities activities engaged in or contemplated for any of the Funds or
advisory accounts, unless and only to the extent they are required to do so in connection with the normal performance of their
assigned responsibilities with ARI.

Media Inquiries.
Special care must be taken to observe this disclosure restriction when responding to inquiries from the media, such as representatives
of industry trade publications. If an Access Person receives an inquiry from an actual or potential client, a financial reporter,
an investment analyst, or another member of the financial community, he or she should work with Compliance before responding.

Intra-Company
Disclosure
.
Even within ARI, disclosure of and access to Material, Non-Public Information must be strictly limited to
those who have a need to know the information in order to perform their assigned responsibilities.

Expert Networks. From time to time,
ARI may utilize services which provide ARI’s investment team access to a network of industry experts (commonly referred to
as “Expert Networks”). In such cases:

1. Arrangements with Expert Networks will be pursuant to a written contract that includes a provision
prohibiting the sharing by an expert of material non-public information with any ARI Employee;
2. ARI Employees are further limited to using experts when the following criteria are met:

a. In order to be considered in an ARI expert search and prior to each consultation, experts are required
to certify that he or she will not share material non-public information with any ARI Employee; ir
b. ARI Employees will not engage in a consultation with an expert regarding a publicly traded company
if such expert has been employed by that publicly traded company within less than 6 months of ARI’s request for a consultation;
ir
c. ARI Employees participating in expert network consultations shall document the consultation.

3. ARI Employees are required to notify the Chief Compliance Officer if a new Expert Network arrangement
is contemplated.

Detecting Insider Trading. To detect
insider trading, the Chief Compliance Officer will regularly review the trading activity of Client accounts, Employee accounts
and other ARI accounts. Specifically, (i) on a monthly basis the firm’s trading activity is reviewed to determine whether
or not any trades in Restricted Securities occurred, (ii) Employee trades are reviewed on a quarterly basis in conjunction with
the quarterly review of Employee trading, (iii) compliance and senior investment team personnel shall periodically review Expert
Network consultations and documentation in conjunction with trade activity in an effort to identify possible patterns, and (iv)
a sample of emails will be generated quarterly from an insider trading keyword search and will be reviewed. The Chief Compliance
Officer shall consult with ARI’s senior management and may consult with legal counsel as appropriate regarding any results
that may warrant additional action. It is also the responsibility of each Employee to notify the Chief Compliance Officer of any
potential insider trading issues.

IV. Personal Securities Transactions

Restrictions on Employee Trading

The investment business depends on investor
confidence in the fairness and integrity of the markets. Insider trading poses a serious threat to that confidence. Therefore,
below is a list of specific trading activities that are prohibited:

Short-Term Trading. Short-term
trading in securities of issuers in which an Employee is an officer, director or the owner of 10% or more of a class of equity
securities is prohibited by law.

Front Running. Trading on anticipated
orders or prospective investment strategies of ARI or its affiliates or investors (“front running”) is prohibited.

Excessive Trading of Advisory Research
Managed Funds.
Excessive trading of any Advisory Research Managed Funds to take advantage of short-term market movements is
prohibited. Excessive trading activity, such as a frequent pattern of exchanges, could result in harm to shareholders or clients.

Never purchase an equity IPO. Tai
does not apply to initial offering of fixed income securities, convertible securities, preferred securities, open- and closed-end
funds, and commodity pools.

Custodian Requirements.

For ease of administration and monitoring,
Access Person Accounts holding reportable securities shall be maintained at any broker which has a broker feed to the Compliance
Platform such as Charles Schwab & Co., Inc., Pershing, LLC, E *Trade, Fidelity Investments, Morgan Stanley, RBC Wealth Management,
TD Ameritrade, UBS Financial Services and Wells Fargo or upon good cause, shown, such other broker/dealer permitted by the Chief
Compliance Officer.

Due to the inefficiency of obtaining and
reviewing hard copy confimations and statements, ARI generally does not approve Employee requests to hold securities accounts outside
of a Third-Party Brokerage Firm with a direct feed. If you believe you have an extenuating circumstance and wish to request an
exception you must e-mail the Compliance team and obtain clearance from Compliance. Exceptions are only granted in limited circumstances.

Duplicate Statements.

If your accounts are not held at a Third-Party
Brokerage Firm with a direct feed you must upload statements to the Compliance Platform on a quarterly basis. Any brokerage statements
for Access Person Accounts of the Chief Compliance Officer or his or her family members will be reviewed by, someone other than
the Chief Compliance Officer.

Reporting of Personal Securities Transactions.

Initial/Annual Holdings Report. Every
Access Person must complete and submit through the Compliance Platform, an Initial/Annual Holdings Report no later than 10 calendar
days after becoming an Access Person, and annually therafter no later than January 30 of the following year. Each Access Person
is required to submit all of their reportable accounts belonging to them as well as to any member of their immediate family with
whom they share a household and holdings in Reportable Securities. For each security, the Compliance Platform requires you to provide
the security name and type, a ticker symbol or CUSIP, the number of shares or units held, and principal amount (dollar value) and
date submitted. For each Reportable Account, when setting up the Broker on the Compliance Platform you must provide information
about the broker, dealer, or bank through which the account is held and the type of account. The information contained in the Initial
Holdings Report must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

Quarterly Personal Securities Transactions
Reporting Requirements.
Every Access Person must complete and submit a Quarterly Personal Securities Transactions and Brokerage
Account Report to the Compliance Department through the Compliance Platform within 30 days after the end of the quarter. The report
must include information about any transactions in reportable securities which were made during the specified calendar quarter.
For each Reportable Transaction, you must provide, as applicable, the security name and type, the ticker symbol or CUSIP, the interest
rate (coupon) and maturity date, the number of shares, the principal amount (dollar value), the nature of the trade (buy or sell),
and the name of the broker, dealer, or bank that effected the transaction and date submitted. This is applicable for all reportable
securities, regardless of whether pre-clearance approval was required.

Any reports of Initial/Annual Holdings
and quarterly personal securities transaction reports that are not submitted by the date they are due are considered late and reported
as violations of the Code of Ethics.

Pre-clearance. Each Access Person
who wishes to buy or sell any Covered Security including any direct or indirect interest in any security of a IPO or Private Placement
(limited offering), should first obtain pre-clearance of the transaction. Any approval is valid for the same day of the request.
Pre-clearance requests should be submitted through the Compliance Platform to the Chief Compliance Officer, or other designated
person as the Chief Compliance Officer may from time to time appoint. Records will be maintained in the Compliance Platform. Trades
placed by ARI’s trading desk for an Access Person account are not exempt from preclearance requirements.

As further described in the definition
for Covered Securities above, trades in the following, which are deemed to present little opportunity for improper trading, do
not require preclearance:

Direct obligations of the Government of
the United States;
Money market instruments or money market
fund shares;
Shares of other types of open-end mutual
funds not managed or sub-advised by ARI;
Units of a unit investment trust if the
UIT is invested exclusively in unaffiliated mutual funds;
Trades in securities that are effected
pursuant to an “Automatic Investment Plan”, where that term means a program in which regular periodic purchases (or
withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.
An automatic investment plan includes a dividend reinvestment plan, as well as the Advisory Research Retirement Plan (This does
not include the Charles Schwab self-directed Retirement Plan option.).; arba
Accounts in which an Access Person has
Beneficial Interest if you provide the Chief Compliance Officer with written documentation showing that someone else has been granted
sole investment discretion over the account. Note: While such discretionary accounts do not require preclearance, Access Persons
shall to the Compliance Platform custodial statements at year end if there is not a direct feed.

The following securities are exempt from
preclearance requirements (but not from Holdings or Transaction reporting requirements): (i) Securities transactions where neither
the Access Person nor his or her Immediate Family knows of the transaction before it is completed; (ii) the acquisition of securities
through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other
similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities; (iii) the
acquisition of securities through the exercise of rights issued by an issuer pro rata to all holders of a class of securities,
to the extent the rights were acquired in the issue, and sales of such rights so acquired; (iv) repurchase agreements; (v) open
and closed end mutual funds unless ARI serves as adviser or sub-adviser, ETF’s or options on ETF’s or ETN’s or
options on ETN’s;

Holding Period. You must hold a position
in a Reportable Security, other than ETFs or ETNs or options on ETF’s or ETNs, for 30 calendar days from your most recent
purchase of that security before realizing any profit.
This rule extends to any options or other transactions that may have
the same effect as a purchase or sale, and is tested on a last-in-first out basis. This rule is based upon your overall holdings,
not at an account level.

You may be required to surrender any gains
realized through a violation of this rule. You may close a position at a loss at any time, provided pre-clearance has been obtained
or an exemption applies.

Pre-clearance Requests. Pre-clearance
requests will be denied if :

the security is on ARI’s restricted
list;
the investment opportunity should be reserved
for a client;
the opportunity is being offered to an
individual by virtue of his/her position with respect to ARI’s relationship with a client;
There is a pending buy or sale order outstanding
for the security;
the security has been bought or sold on
that day or in the previous 7 days or is under consideration for purchase or sale in a client account within the next seven (7)
days; this does not include securities bought or sold for cash deposits or redemptions;
Inside information has been obtained regarding
the issuer;

Review and Availability of Personal
Trade Information.
All information supplied under these procedures, including transaction and holdings reports (initial, monthly
and annual reports), will be reviewed by the Chief Compliance Officer or his or her designee for compliance with the policies and
procedures in this Code of Ethics within a reasonable time period after the end of the quarter/year to which they apply. This review
will include, but not be limited to: 1) an assessment of whether the Access Person followed the required procedures, 2) an assessment
of whether the Access Person has traded in the same securities as the Firm’s clients and if so, determining whether the client
terms for the transactions were more favorable, 3) an assessment of any trading patterns that may indicate abuse, including market
timing, and 4) performing any other assessment that may be necessary to determine whether there have been any violations of the
Code.

Confidentiality. The Chief Compliance
Officer is responsible for maintaining records in a manner to safeguard their confidentiality. Each Employee’s records will
be accessible only to the Employee, the Chief Compliance Officer, and appropriate personnel. Records will be maintained in personal
trading files for no less than five years.

Code of Ethics Pre-clearance and Reporting
Table:

Security Type Pre-Clearance Required? Subject to Pre-Trade Screening? Report on Quarterly Transaction Report? Report on Initial & Annual Holdings Report?
Equity securities and option contracts on these securities Yes Yes Yes Yes
Fixed Income Yes Yes Yes Yes
Closed-End Mutual Funds Non. Non. Yes Yes
Open-End Mutual Funds Non. Non. Non. Non.
Affiliated Open-End Mutual Funds Yes Non. Yes Yes
Commodities including commodity futures Non. Non. Non. Non.
Exchange Traded Funds and Exchange Trade Notes Non. Non. Yes Yes
Index Funds Non. Non. Yes Yes
Index Futures Non. Non. Yes Yes
Non-Equity Securities offered as part of an Initial Public Offering (“IPO”) Yes Yes Yes Yes
Private Placements of Limited Offerings Yes Yes Yes Yes
Direct obligations of the U.S. Government (i.e. Treasury Bonds) Non. Non. Non. Non.

Money Market Funds, bankers’ acceptances, bank CDs, commercial paper, repurchase agreements and other high quality short-term debt instruments Non. Non. Non. Non.
Advisory Research 401K Plan if Plan invested in non-ARI affiliated mutual funds* Non. Non. Non. Non.
HSA Individual Selection Yes Yes Yes Yes
Acquisitions through stock dividend plans, spin-offs or other distributions applied to all holders of the same class of securities (corporate actions) Non. Non. Yes Yes
Acquisitions through gifts or bequests Non. Non. Yes Yes
Trades in REITS and variable insurance products. Non. Non. Yes Yes
529 Plans if Plan invested in non-ARI affiliated mutual funds Non. Non. Non. Non.
Managed Accounts Non. Non. Non. Yes

*The Advisory Research Self-Directed 401K
Plan is subject to pre-clearance, pre-trade screening and is reportable on transactions and holdings reports.

Sanction Guidelines for Violations of Code of Ethics. Access
Persons are responsible for complying with the restrictions set forth in this Code. Recurring violations of the Code may result
in additional corrective measures beyond those normally taken by the CCO. Violations of the same type will be aggregated over an
18-month basis. The table below associates specific penalties with certain Code violations. However, extenuating circumstances
may result in modifications to the indicated penalties. The CCO reserves the right to make these determinations at his/her discretion.
All violations and related actions will be reported to the Access Person’s direct supervisor and the Executive Chairman.

Code Violation Penalty
Insider Trading Termination upon review of facts and circumstances
Failure to pre-clear personal security transactions.

1st violation – violation letter

2nd violation – $250 fine donated to charity

3rd violation – $500 fine donated to charity

Note: additional consecutive violations or egregious conduct
        may result in actions up to and including termination.

Failure to adhere to personal security transaction blackout period limitations, or other temporary blackout periods established by management.

To the extent that the price per share received by a client
        account is less favorable that the price per share received by the Access Person, a donation for that price difference will be
        paid to charity. Note this does not apply to deposits/redemptions made by clients that are unknown at time of approval.

Note: additional consecutive violations or egregious conduct
        may result in actions up to and including termination.

Failure to accurately complete quarterly transaction reporting by the required due date.

1st violation – violation letter

2nd violation – $250 fine donated to the charity

3rd violation – $500 fine donated to the charity

Note: additional consecutive violations or egregious conduct
        may result in actions up to and including termination.

Failure to accurately complete Initial and/or Annual Holdings Report by the required due date.

1st violation – violation letter

2nd violation – $250 fine donated to the charity

3rd violation – $500 fine donated to the charity

Note: additional consecutive violations or egregious conduct
        may result in actions up to and including termination.

Failure to complete annual certification of Code of Ethics by the required due date.

1st violation – violation letter

2nd violation – $250 fine donated to the charity

3rd violation – $500 fine donated to the charity

Note: additional consecutive violations or egregious conduct
        may result in actions up to and including termination.

Record Keeping Requirements. Chief Compliance Officer or designee, will be responsible for maintaining the following records pertaining to the Code at its principal
place of business in the manner set out below:

(a) A copy of each code of ethics for ARI that is in effect, or at any time within the past five years
was in effect must be maintained in an easily accessible place;
(b) A record of any violation of the code of ethics, and of any action taken as a result of the violation
must be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation
occurs:
(c) A copy of all reports made by an Access Person as required by the Code of Ethics including any
information provided in lieu of the required reports must be maintained for at least five years after the end of the fiscal year
in which the report is made or the information is provided, the first two years in an easily accessible place:
(d) A record of all persons, currently or within the past five years, who are or were required to make
reports under the code of ethics, or who are or were responsible for reviewing these reports, must be maintained in an easily accessible
place;

(e) A copy of each report required by the Code of Ethics must be maintained for at least five years
after the end of the fiscal year in which it is made, the first two years in an easily accessible place, and
(f) A record of any decision, and the reasons supporting the decision, to approve the acquisition of
securities by access persons including IPOS and Limited Offerings, for at least five years after the end of the fiscal year in
which the approval is granted.

V. Gifts, Entertainment and Contributions

Law & Policy

The giving or receiving of gifts or other
items of value to or from persons doing business or seeking to do business with ARI could call into question the independence of
its judgment as a fiduciary of its Clients. Accordingly, it is the policy of ARI to permit such conduct only in accordance with
the limitations stated herein.

Accepting Gifts and Entertainment. Sur
occasion, because of an Employee’s position with ARI, an Employee may be offered, or may receive, gifts or other forms of
non-cash compensation from Clients, brokers, vendors, or other persons not affiliated with ARI. Extraordinary or extravagant gifts
and entertainment are not permissible and must be declined, returned or paid for, absent approval by the CCO. The following gifts
and entertainment may be accepted subject to the caveat and considerations below. Please note this is per individual per year:

Gifts of a nominal value (i.e., gifts
whose reasonable value is not more than $100),
Promotional items with a value that does
not exceed $100, and
Entertainment which includes customary
business lunches, dinners, entertainment at which both the Employee and the giver are present (e.g., sporting or cultural events)
whose reasonable value is not more than $250.

Giving Gifts and Providing Entertainment.
Extraordinary or extravagant gifts and entertainment may also not be given or provided, absent approval by the CCO. The following
gifts and entertainment may be given or provided subject to the caveat and considerations below:

Gifts of a nominal value (i.e., gifts
whose reasonable value is not more than $100) per person per year,
Promotional items with a value that does
not exceed $100, and
Entertainment which includes customary
business lunches, dinners, entertainment at which both the Employee and the recipient are present (e.g., sporting or cultural events)
whose reasonable value is not more than $250 per person at the event.

Caveat. ARI’s policies on
gifts and entertainment are derived from industry practices. Employees should be aware that there are other federal laws and regulations
that prohibit firms and their employees from giving anything of value to employees of various financial institutions in connection
with attempts to obtain any business transaction with the institution, which is viewed as a form of bribery. If there is any question
about the appropriateness of any particular gift, Employees should consult the CCO.

ERISA Considerations. ERISA prohibits
the acceptance of fees, kickbacks, gifts, loans, money, and anything of value that is given with the intent of influencing decision-making
with respect to any employee benefit plan. The acceptance or offering of gifts, entertainment or other items may be viewed as influencing
decision-making and therefore is unlawful under ERISA. In addition, many public employee benefit plans are subject to similar restrictions.

Mutual Fund Considerations. Section
17(e) of the 1940 Act limits the nature and extent of compensation received by affiliated persons of mutual funds in connection
with the purchase or sale of securities on behalf of such mutual funds. As a result, the receipt of gifts and entertainment from
a broker by employees of advisers to mutual funds, if extremely lavish or extensive, could be viewed by the SEC as “compensation”
in exchange for directing a mutual fund’s brokerage business to that brokerage firm. Accordingly, it is the policy of ARI
to only permit the receipt and offering of gifts and entertainment in accordance with the limitations stated in this Code.

Payments and Gifts to Government
Officials
.
ARI requires all of its employees to comply strictly with the U.S. Foreign Corrupt Practices Act (the “FCPA”)
and applicable foreign (non-U.S.) anti-bribery laws regarding foreign officials in each jurisdiction in which we do business. Generally,
these laws and regulations prohibit offering or giving anything of value, directly or indirectly, to officials of foreign governments,
foreign political candidates, or their family members in order to obtain or retain business, to unduly influence an official action,
or to gain an unfair advantage. These payments are illegal and expose ARI and individuals personally to severe criminal, civil
and regulatory penalties. “Anything of value” includes direct or indirect promises, payments, and offers of money or
gifts to foreign officials whether in the form of profit, fee, charitable or political contribution, or in any other form. Paying
for a foreign official’s travel expenses, meals and entertainment may also violate anti-bribery laws. Anti-bribery laws and
regulations apply to all dealings that ARI officers, employees, consultants, contractors, intermediaries, agents, and any other
third-party representatives of the company have with foreign officials. The term “foreign official” includes any employee
of a government or state-owned or state-controlled entity (even if the person or entity is performing what might be considered
commercial functions) and may include political party officials. Please seek guidance from the compliance department or the general
counsel department before any payment or gift is made to a government official in order to ensure compliance. In addition to its
anti-bribery provisions, the FCPA prescribes extensive books, records and audit requirements.

Procedures

Approval of Gifts and Entertainment.
Any gift given or received over $100 must be approved by the CCO. Any entertainment given or received over $250.00 per person per
event must be approved by the CCO. Please submit the request for pre-clearance for through the Compliance Platform.

Reporting Gifts and Entertainment. Employees must report
the receipt of any gifts and entertainment from any person or entity to the Compliance Department on a quarterly basis through
the Compliance Platform. Upon request, Employees shall confirm the accuracy of information reported.

Questions. If there is any question
about the appropriateness of any particular gift or entertainment, Employees must consult the CCO.

Reviewing Gifts and Entertainment. Compliance
personnel will maintain a log of reported gifts and entertainment, seek confirmation from Employees periodically as to the accuracy
of information reported during the period, and review the log periodically with the Executive Chairman. Compliance personnel will
work with accounting to review the accuracy of the log.

VI. Confidentiality

Law & Policy

For the purpose of this policy, “ARI”
includes its affiliates (if any), the collective investment vehicles operated by such entities, and their successor entities. À
the course of their affiliation with Advisory Research, Inc., ARI’s personnel (which include, but are not limited to, principals
and officers of ARI, those employed or otherwise retained by ARI and those providing services to ARI) may learn confidential information
concerning ARI, its investments, its investment strategies, its investors and various other matters.

“Confidential Information”
generally means all information not publicly available (through the media or public records), regardless of whether such information
was produced or obtained by ARI prior to, on or after the date hereof, and includes, but is not limited to, inside information,
as described in the Insider Trading Policy, the composition of ARI’s securities portfolios, prospective investments, long
and short term investment strategies (generally and with respect to specific investments), investor lists and information regarding
investors, and certain records, procedures, software and other proprietary information.

It is crucial that all personnel realize
that the proper treatment of Confidential Information is a key aspect of preserving the integrity of ARI. Accordingly, ARI personnel
shall not at any time while employed or otherwise retained or providing services to ARI or for a period of one year following termination
of their employment or other relationship: (i) disclose, directly or indirectly, any Confidential Information to anyone other than
personnel of ARI or (ii) use or appropriate for their own use or the use of any other person, directly or indirectly, any Confidential
Information for their personal benefit or the benefit of any other person.

As used herein, the word “person”
shall include, but not be limited to, individuals, corporations, partnerships, limited liability companies, limited liability partnerships,
trusts, foundations or any other group, association or organization. Furthermore, given the importance of confidentiality to ARI’s
business, all personnel are prohibited from discussing or otherwise disclosing matters relating to ARI with anyone not affiliated
with ARI unless expressly authorized by the Executive Chairman. All personnel should understand that any breach of the confidentiality
requirements contained in this Policy Statement may result in disciplinary action, including immediate termination, and may constitute
a violation of Federal securities laws.

Law & Policy

Employees have written employment agreements
with ARI which contain confidentiality provisions, which shall govern the Employee’s use of confidential information (as
defined in such agreements). ARI will maintain copies of such employment agreements.

For the avoidance of doubt, nothing
in this Code precludes you from reporting to the government, a regulator, or a self-regulatory agency conduct that you believe
to be in violation of the law, or responding truthfully to questions or requests from the government, a regulator, a self-regulatory
agency, or in a court of law.

VII. Reporting Illegal or Unethical Behavior

You are required to report observed illegal
or unethical behavior to your manager, the CCO, or the Executive Chairman.

If at any time you find yourself in a situation
you believe is or may be a violation of a law, regulation or company policy (including this Code), you are required to report the
violation or what you suspect may be a violation. If you become aware that someone may be contemplating an action that would be
a violation, you are required to take steps to report it. Failure to report a violation is itself a violation of this Code.

Non-Retaliation Policy

ARI policy prohibits retaliation for reports
of misconduct by others made in good faith by Employees. Retaliation against an employee who reports a violation or suspected violation
is illegal and will result in disciplinary action (up to and including termination of employment) for anyone who takes retaliatory
measures of any kind. In addition, retaliatory measures are subject to civil or criminal penalties under applicable laws and regulations,
including state and federal laws.

VIII. Duty to Comply and Update

All ARI personnel must acknowledge receipt
and acceptance of this Code of Ethics through the compliance platform. In addition, at such times as the CCO may determine, but
no less frequently than annually, all ARI personnel shall execute updated Compliance Certificates upon request through the compliance
platform.

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