SecProbe.io

CORRESP
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filename1.htm

July 31, 2023

VIA EDGAR
==========
Samantha Brutlag
Division of Investment Management
Securities and Exchange Commission
Filing Desk
100 F Street, N.E.
Washington, DC 20549

 RE: Zacks Trust; File Nos. 333-232634 and 811-23435

Dear Ms. Brutlag,

On May 24, 2023, Zacks Trust (the “Trust”
or the “Registrant”) filed a registration statement on Form N-1A (the “Registration Statement”) with respect to
the Zacks All-Cap Core Fund, Zacks Small-Cap Core Fund, and Zacks Dividend Fund (the “Funds” and each a “Fund”).
On July 11, 2023, you provided oral comments to the Registration Statement. Please find below a summary of those comments and the Registrant's
responses, which the Registrant has authorized us to make on behalf of the Registrant.

General:

Comment 1. We note that comments on
one Fund apply to all Funds, if applicable.

Response. The Registrant has made applicable
edits to each Fund.

Comment 2. Please provide a completed
fee table and expense example at least 1 week before the effectiveness of the Registration Statement.

Response. The Registrant has provided
the completed information below.

Greenberg
Traurig, LLP n Attorneys
at Law n WWW.GTLAW.COM

2200 Ross Avenue, Suite 5200 n
Dallas, TX n
Tel 214.665.3685

Zacks All-Cap Core Fund

    Shareholder Fees

    (fees paid directly from your investment)

    Institutional Class

    Maximum Sales Charge (Load) Imposed on Purchases
   (as a % of offering price)

None

    Maximum Deferred Sales Charge (Load)
   (as a % of the lesser of amount purchased or redeemed)

None

    Redemption Fee if redeemed within 30 days of purchase
   (as a % of amount redeemed)

2.00%

Annual Fund Operating Expenses

(ongoing expenses that you pay each year as a percentage of the value of your investment)

    Institutional Class

    Management Fees
    0.80%

    Distribution and Service (12b-1) Fees
    0.00%

    Other Expenses1
    0.30%

    Total Annual Fund Operating Expenses
    1.10%

    Fee Waiver and/or Expense Limitation2
    (0.10)%

    Net Annual Fund Operating Expenses
    1.00%

 1. Other expenses have been restated to reflect current contractual fees.

 2. The Fund’s adviser, Zacks Investment Management, Inc. (the “Advisor”) has contractually
agreed to reduce its fees and/or absorb expenses of the Fund, until at least March 31, 2026, to ensure that total annual fund operating
expenses after fee waiver and/or reimbursement (exclusive of (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions,
(iii) acquired fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles or derivative
instruments (including for example option and swap fees and expenses); (v) borrowing costs (such as interest and dividend expense on securities
sold short); (vi) taxes; and (vii) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers
and Trustees, contractual indemnification of Fund service providers (other than the Adviser)) will not exceed 1.00% of the Fund’s
net assets. These fee waivers and expense reimbursements are subject to possible recoupment from the Fund in future years (within the
three years from the date the fees have been waived or reimbursed), if such recoupment can be achieved within the lesser of the foregoing
expense limits or those in place at the time of recapture. This agreement may be terminated only by the Trust’s Board of Trustees
on 60 days’ written notice to the Advisor.

Example. You may also incur usual and customary
brokerage commissions and other charges when buying or selling shares of the Fund, which are not reflected in the example that follows.
This example is intended to help you compare the cost of owning shares of the Fund with the cost of investing in other funds. The example
assumes that you invest $10,000 in the Fund for the time periods indicated and then sell all of your shares at the end of those periods.
The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.
The Example includes the Fund’s contractual expense limitation through March 31, 2026.

Although your
actual costs may be higher or lower, based on these assumptions, your costs would be:

    Class
    One Year
    Three Years
    Five Years
    Ten Years

    Institutional
    $102
    $318
    $575
    $1,330

    2

Zacks Small-Cap Core Fund

    Shareholder Fees

    (fees paid directly from your investment)

    Institutional Class
    Investor Class

    Maximum Sales Charge (Load) Imposed on Purchases
   (as a % of offering price)

None

None

    Maximum Deferred Sales Charge (Load)
   (as a % of the lesser of amount purchased or redeemed)

None

None

    Redemption Fee if redeemed within 30 days of purchase
   (as a % of amount redeemed)

2.00%

2.00%

Annual Fund Operating Expenses

(ongoing expenses that you pay each year as a percentage of the value of your investment)

    Institutional Class
    Investor Class

    Management Fees
    0.90%
    0.90%

    Distribution and Service (12b-1) Fees
    0.00%
    0.25%

    Other Expenses1
    0.53%
    0.53%

    Total Annual Fund Operating Expenses
    1.43%
    1.68%

    Fee Waiver and/or Expense Limitation2
    (0.29)%
    (0.29)%

    Net Annual Fund Operating Expenses
    1.14%
    1.39%

 1. Other expenses have been restated to reflect current contractual fees.

 2. The Fund’s adviser, Zacks Investment Management, Inc. (the “Advisor”) has contractually
agreed to reduce its fees and/or absorb expenses of the Fund, until at least March 31, 2026, to ensure that total annual fund operating
expenses after fee waiver and/or reimbursement (exclusive of (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions,
(iii) acquired fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles or derivative
instruments (including for example option and swap fees and expenses); (v) borrowing costs (such as interest and dividend expense on securities
sold short); (vi) taxes; and (vii) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers
and Trustees, contractual indemnification of Fund service providers (other than the Adviser)) will not exceed 1.14% and 1.39% of the average
daily net assets of the Institutional Class and Investor Class shares of the Fund, respectively. These fee waivers and expense reimbursements
are subject to possible recoupment from the Fund in future years (within the three years from the date the fees have been waived or reimbursed),
if such recoupment can be achieved within the lesser of the foregoing expense limits or those in place at the time of recapture. This
agreement may be terminated only by the Trust’s Board of Trustees on 60 days’ written notice to the Advisor.

Example. You may also incur usual and customary
brokerage commissions and other charges when buying or selling shares of the Fund, which are not reflected in the example that follows.
This example is intended to help you compare the cost of owning shares of the Fund with the cost of investing in other funds. The example
assumes that you invest $10,000 in the Fund for the time periods indicated and then sell all of your shares at the end of those periods.
The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.
The Example includes the Fund’s contractual expense limitation through March 31, 2026.

Although your
actual costs may be higher or lower, based on these assumptions, your costs would be:

    Class
    One Year
    Three Years
    Five Years
    Ten Years

    Institutional
    $116
    $362
    $692
    $1,626

    Investor
    $142
    $440
    $823
    $1,901

    3

Zacks Dividend Fund

    Shareholder Fees

    (fees paid directly from your investment)

    Institutional Class
    Investor Class

    Maximum Sales Charge (Load) Imposed on Purchases
   (as a % of offering price)

None

None

    Maximum Deferred Sales Charge (Load)
   (as a % of the lesser of amount purchased or redeemed)

None

None

    Redemption Fee if redeemed within 30 days of purchase
   (as a % of amount redeemed)

2.00%

2.00%

Annual Fund Operating Expenses

(ongoing expenses that you pay each year as a percentage of the value of your investment)

    Institutional Class
    Investor Class

    Management Fees
    0.80%
    0.80%

    Distribution and Service (12b-1) Fees
    0.00%
    0.25%

    Other Expenses1
    0.16%
    0.16%

    Recoupment of Fees Waived and/or Expenses Reimbursed2
    0.09%
    0.09%

    Total Annual Fund Operating Expenses After Waiving Fees and/or Reimbursing Expenses
    1.05%
    1.30%

 1. Other expenses have been restated to reflect current contractual fees.

 2. The Fund’s adviser, Zacks Investment Management, Inc. (the “Advisor”) has contractually
agreed to reduce its fees and/or absorb expenses of the Fund, until at least March 31, 2026, to ensure that total annual fund operating
expenses after fee waiver and/or reimbursement (exclusive of (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions,
(iii) acquired fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles or derivative
instruments (including for example option and swap fees and expenses); (v) borrowing costs (such as interest and dividend expense on securities
sold short); (vi) taxes; and (vii) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers
and Trustees, contractual indemnification of Fund service providers (other than the Adviser)) will not exceed 1.05% and 1.30% of the average
daily net assets of the Institutional Class and Investor Class shares of the Fund, respectively. These fee waivers and expense reimbursements
are subject to possible recoupment from the Fund in future years (within the three years from the date the fees have been waived or reimbursed),
if such recoupment can be achieved within the lesser of the foregoing expense limits or those in place at the time of recapture. This
agreement may be terminated only by the Trust’s Board of Trustees on 60 days’ written notice to the Advisor.

Example. You may also incur usual and customary
brokerage commissions and other charges when buying or selling shares of the Fund, which are not reflected in the example that follows.
This example is intended to help you compare the cost of owning shares of the Fund with the cost of investing in other funds. The example
assumes that you invest $10,000 in the Fund for the time periods indicated and then sell all of your shares at the end of those periods.
The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.
The Example includes the Fund’s contractual expense limitation through March 31, 2026.

Although your
actual costs may be higher or lower, based on these assumptions, your costs would be:

    Class
    One Year
    Three Years
    Five Years
    Ten Years

    Institutional
    $107
    $334
    $559
    $1,231

    Investor
    $132
    $412
    $693
    $1,493

    4

Prospectus – All Funds:

Comment 3. In the section “Principal
Risks of Investing in the Fund – Sector Focus Risk” it notes a sector in which the Fund may focus and the percentage invested
as of a particular date. Please add this information to each Fund’s strategy.

Response. The Registrant has made the
revision requested.

Comment 4. The section “Performance
Information” notes that each Fund is the survivor of a planned reorganization out of another series trust. Please confirm supplementally
that the Registrant intends to file an N-14 regarding the reorganization.

Response. The Registrant will file a
proxy statement regarding the reorganization.

Comment 5. In the item 9 “Principal
Investment Risks of the Fund”, the heading and introductory sentence reference the “Fund”. Please revise to reference
the “Funds”.

Response. The Registrant has revised
the disclosure to be plural.

Prospectus – Zacks All-Cap Core
Fund:

Comment 6. In the section “Principal
Investment Strategies”, please explain in plain English what is meant by “modern portfolio theory incorporating strict risk
controls.”

Response. The Registrant has made the
revision requested in item 9.

*	*	*

If you have any questions or comments, please
contact the undersigned at 678.553.2432. Thank you in advance for your consideration.

Sincerely,

/s/ Tanya L. Boyle

Tanya L. Boyle

    5