SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ¨o

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Valued Advisers Trust

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o    Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identity the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Foundry Partners Fundamental Small Cap ValueBFS Equity Fund

(formerly Dreman Contrarian Small Cap Value Fund)

a series of

Valued Advisers Trust

225 Pictoria Drive,Dr., Suite 450

Cincinnati, OhioOH 45246

June 28, 2016

_______, 2021

Dear Shareholder:

Enclosed areis a Notice, Proxy Statement and Proxy Card for a Special Meeting of Shareholders (the “Meeting”“Special Meeting”) of the Foundry Partners Fundamental Small Cap ValueBFS Equity Fund (formerly Dreman Contrarian Small Cap Value Fund) (the “Fund”“Fund”), a series portfolio of the Valued Advisers Trust (the “Trust”“Trust”). The Special Meeting is scheduled for August 15, 2016July 8, 2021 and will be held only in virtual meeting format at 9:0010:30 a.m., Eastern Time, atbecause of public health concerns regarding the offices ofcoronavirus pandemic (COVID-19). You will not be able to attend the Trust (225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246).Special Meeting in person. If you are a shareholder of record of the Fund as of the close of business on June 15, 2016,May 14, 2021, you are entitled to vote at the Special Meeting and any adjournment thereof.

Dreman Value Management, LLC (“Dreman”) has served as the investment adviser to the Fund since the Fund’s inception on December 31, 2003. At the Meeting, shareholders will be asked to approve a new investment advisory agreement between a new adviser, Foundry Partners, LLC (“Foundry”), and the Trust on behalf of the Fund. The new investment advisory agreement (the “New Agreement”) has the same advisory fee as the prior investment advisory agreement and is substantially similar in all other terms (the “Prior Agreement”). You are being asked to approve the New Agreement because the Prior Agreement terminated following the transaction described below.

In a transaction that closed June 20, 2016, Foundry agreed to purchase certain assets of Dreman, including the Prior Agreement (the “Transaction”). As part of this Transaction, certain personnel of Dreman agreed to join Foundry including Mark Roach and Mario Tufano—two of the Fund’s three portfolio managers.

You should note that no changes are planned to the principal investment strategies for the Fund following the transaction, nor is the changing of the name intended to imply any change in the Fund’s investment objective or principal investment strategies. The Fund’s daily operations and investment activities are not expected to be affected in any way. Most of the Fund’s portfolio managers will become employees or officers of Foundry. Additionally, under the New Agreement, there will be no increase in any fees that the Fund pays to the adviser, and Foundry has agreed to cover all expenses related to this solicitation. Foundry has also agreed to limit the Fund’s expenses through August 31, 2017.

The Transaction resulted in an assignment and, therefore, the termination of the Prior Agreement. Section 15(a)(4) of the Investment Company Act of 1940, as amended (the “1940 Act”) requires the automatic termination of an advisory contract when it is assigned. Therefore, the Board of Trustees (the “Board”) and trust management are asking shareholders of the Fund to vote to approve the New Agreement so that the management of the Fund may continue without interruption.

At a meeting held on June 7 and 8, 2016, the Board approved the New Agreement with Foundry. At the same meeting, the Board approved an interim investment advisory agreement with Foundry, which became effective on June 20, 2016. Under this interim agreement, Foundry can provide advisory services to the Fund for up to 150 days from the termination of the Prior Agreement (the “Interim Agreement”). Compensation earned by Foundry under the Interim Agreement will be held in an interest-bearing escrow account for the earlier of a shareholders vote on the New Agreement or the expiration of the 150-day interim period. If the Fund’s shareholders approve the New Agreement before the expiration of the Interim Agreement, the Fund will pay Foundry the compensation (plus interest) payable under the Interim Agreement. But if the New Agreement is not approved by shareholder prior to the expiration of the interim period, Foundry will only receive the lesser of the costs incurred (plus interest) or the amount in the escrow account (including interest).

I am writing on behalf of the Board of Trustees to ask for your prompt vote for the approval of a new investment advisory agreement. The proposal has been carefully reviewed by the New Agreement.Board of Trustees of the Trust. The Board has carefully reviewed the proposal and the Boardof Trustees unanimously recommends that you voteFOR the proposal.

It is very important to receive your vote before August 15, 2016.July 8, 2021. Voting is quick and easy. Everything you need to vote is enclosed. Please mark, sign and date the enclosed proxy card and promptly return it in the enclosed, postage-paid envelope so that the maximum number of shares may be voted. Alternatively, you may call the toll free number on your proxy card to vote by telephone or vote over the Internet atproxyonline.com/docs/dremanscv.pdf. You should use the enclosed instructionswebsite listed on your proxy card. Please have the control number from your proxy card available to vote by telephonephone or overvia the Internet.

Bradley, Foster & Sargent, Inc. (“BFS”) has served as investment adviser to the Fund since its inception in November 2013. At the Special Meeting, shareholders will be asked to approve a new investment advisory agreement between BFS and the Trust on behalf of the Fund. The new investment advisory agreement (“New Agreement”) has the same advisory fee as, and does not differ from, the prior investment advisory agreement (“Prior Agreement”). The individuals responsible for the day-to-day management of the Fund will not change. You are being asked to approve the New Agreement because the Prior Agreement terminated as a result of the transaction described below.

The shareholders of BFS intend to engage in an equity recapitalization (the “Transaction”) to reallocate capital ownership interests among its management team in an effort to provide for continuing management ownership continuity as a registered investment adviser wholly owned by its employees. You should note that no changes are planned to the portfolio management team or investment approach for the Fund following the Transaction. The Fund’s daily operations and investment activities are not expected to be affected in any way. Additionally, under the new investment advisory agreement, there will be no increase in any fees or expenses the Fund pays as a result of the Transaction.

The Transaction may be deemed to constitute a “change of control,” which, in turn, resulted in an “assignment” of the Prior Agreement. Section 15(a)(4) of the Investment Company Act of 1940, as

amended (the “1940 Act”) requires the automatic termination of an advisory contract when it is assigned and thus the Prior Agreement was terminated. Shareholders of the Fund are being asked to vote to approve the New Agreement so that the management of the Fund may continue without interruption.

At a meeting of the Board of Trustees of the Trust held on April 28, 2021, the Board of the Trust approved the New Agreement with BFS, and recommended that shareholders approve the New Agreement. At the same meeting, the Board of Trustees approved an interim agreement with BFS, which will become effective upon the occurrence of the Transaction, under which BFS can provide advisory services to the Fund for up to 150 days between the termination of the Prior Agreement and shareholder approval of the New Agreement (the “Interim Agreement”). Compensation earned by BFS under the Interim Agreement will be held in an interest-bearing escrow account. If the Fund’s shareholders approve the New Agreement before the expiration of the Interim Agreement, the compensation (plus interest) payable under the Interim Agreement will be paid to BFS, but if the New Agreement is not so approved, only the lesser of the costs incurred (plus interest) or the amount in the escrow account (including interest) will be paid to BFS.

Please vote before July 8, 2021. I appreciate your participation and prompt attention to this matter.

Sincerely,

R. Jeffrey YoungAdam T. Kornegay

Trustee, Chairman, and President

Foundry Partners Fundamental Small Cap Value Fund

(formerly Dreman Contrarian Small Cap Value Fund)

BFS Equity Fund

a series of

Valued Advisers Trust

225 Pictoria Drive,Dr., Suite 450

Cincinnati, Ohio 45246

Important Notice Regarding Availability of Proxy Materials for the

Shareholder Meeting to be
held on August 15, 2016. July 8, 2021

This Proxy Statement is Available online at the Following Website:

Proxyonline.com/docs/dremanscv.pdf_____________

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Shareholders of Foundry Partners Fundamental Small Cap ValueBFS Equity Fund (formerly Dreman Contrarian Small Cap Value Fund) (the “Fund”“Fund”):

Notice is hereby given that a special meeting of the shareholders of the Fund (the “Special Meeting”“Special Meeting”) will be held on August 15, 2016July 8, 2021 and will be held only in virtual meeting format, at 9:0010:30 a.m., Eastern Time, atbecause of public health concerns regarding the offices of the Trust,coronavirus pandemic (COVID-19). The Special Meeting will be held for the following purposes, which are more fully described in the accompanying Proxy Statement:

The Board of Trustees (the “Board”) recommends you voteFOR the Proposal identified in this Proxy Statement. The Board of Trustees of the Trust has fixed the close of business on June 15, 2016May 14, 2021 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof. CopiesA copy of these proxy materials, including this notice of the Special Meeting, the Proxy Statement and the proxy card, also areis available to you at proxyonline.com/ https://vote.proxyonline.com/vat/docs/dremanscv.pdf.bfsequity.pdf. Information on how to obtain directionsvote can be obtained by calling (866) 828-6951. Representatives are available Monday through Friday from 9:00 a.m. to 10:00 p.m. Eastern time. You will not be able to attend the Special Meeting and vote in person can be obtained by calling 1-800-330-5897.person.

We urge you to mark, sign, date and mail the enclosed proxy in the postage-paid envelope provided as soon as possible so that you will be represented at the Special Meeting. If you desire to vote in person at the Special Meeting, you may revoke your proxy at any time before it is exercised.

By order of the Board of Trustees of the Trust,

Carol Highsmith

Vice President and Secretary

________, 2021

PROXY STATEMENT

Foundry Partners Fundamental Small Cap Value

BFS Equity Fund

(formerly Dreman Contrarian Small Cap Value Fund)

a series of

Valued Advisers Trust

225 Pictoria Drive,Dr., Suite 450

Cincinnati, Ohio 45246

INTRODUCTION

The enclosed proxy is solicited by the Board of Trustees (the “Board”“Board”) of Valued Advisers Trust (the “Trust”“Trust”) for use at the Special Meeting of Shareholders (the “Special Meeting”“Special Meeting”) to be held on August 15, 2016July 8, 2021 at 9:0010:30 a.m., Eastern Time, and any postponement or adjournment thereof, for action upon the matters set forth in the accompanying Notice of the Special Meeting of Shareholders (the “Notice”“Notice”). Shareholders of record at the close of business on June 15, 2016May 14, 2021 are entitled to be present virtually and to vote at the Special Meeting or any postponed or adjourned session thereof. Shareholders of record will not be permitted to attend the Special Meeting in person because of concerns about COVID-19. The Notice, this Proxy Statement and the enclosed proxy card are first being mailed to shareholders on approximately July 5, 2016._______, 2021.

The Trustees recommend that you vote:

Shareholders of the Fund will vote on the Proposal. Each whole share is entitled to one vote as to any matter on which it is entitled to vote and each fractional share is entitled to a proportionate fractional vote. Shares represented by your duly executed proxy will be voted in accordance with your instructions. If no instructions are made on a submitted proxy, the proxy will be votedFOR the Proposal.

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PROPOSAL

APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT

Background

Dreman Value Management, LLC

Bradley, Foster & Sargent, Inc. (“Dreman”BFS”) has served as the investment adviser to the Foundry Partners Small Cap ValueBFS Equity Fund (formerly Dreman Contrarian Small Cap Value Fund) (the “Fund”“Fund”) since itsthe Fund’s inception in November 2013. BFS was formed in 1993 and is independently owned and managed by fifteen principals of the firm.

On ____, 2021, the shareholders of BFS engaged in an equity recapitalization (the “Transaction”) to ensure continuity as a registered investment adviser wholly owned by its employees. When consummated, the Transaction will result in certain first-generation founders of the firm transitioning their leadership roles to a second-generation of shareholders. The transition of management has already resulted in changes to the membership of the Advisor’s Board of Directors. Rob Bradley will maintain his position as Chairman of the Advisor and continue in his full-time portfolio manager role. Tim Foster resigned from the Board of BFS coincident with the sale of his equity interest back to BFS, as of March 31, 2020. Keith LaRose and Tom Sargent have been named to the Board of BFS. Steve Willcox, the President and CEO of BFS, will continue as a member of the Board of BFS until his expected retirement on or around December 31, 2003 as2021. The Board of BFS is fully empowered to manage the organization.

As a portfolio seriesresult of the Dreman Contrarian Funds, a Delaware statutory trust (the “Predecessor Trust”). On February 28, 2013, the Fund was reorganizedTransaction, Rob Bradley’s ownership of BFS will be reduced from the Predecessor Trust as a new portfolio series of the Trust. On June 20, 2016, Dreman sold certain of its assets34.7% to Foundry Partners, LLC (“Foundry”), an investment advisory firm that provides discretionary management of client assets for high net worth individuals, pension and profit sharing plans, trusts, estates, charitable organization, and other legal entities. The assets include the Dreman’s Small and Mid Cap Value product lines. As of April 30, 2016, Foundry had approximately $1.7 billion in assets under management. Foundry is owned by Foundry Management Partners, LLC (a company owned by employees of Foundry) and Rosemont Partners III, LP a Delaware limited partnership (the “Transaction”)17.3%. Following the Transaction, Foundryno individual employee of BFS will have a controlling interest (above 25%) in the firm.

The Transaction is expectedbeing undertaken by BFS with its clients clearly in focus. Modifications to BFS’s corporate governance documents, which were required to implement the Transaction, have been structured to ensure continuity of BFS as an independent employee-owned and managed investment advisor, which BFS believes is in the best interests of its clients, including the Fund.

The Transaction may be deemed to have nearly $2.8 billionconstituted a “change of control” which, in assets under management. In addition to the purchase of assets, three Dreman personnel are joining Foundry, including Mark Roach, Mario Tufano, and David Greenberg. Mr. Roach will become a Managing Director and a memberturn, resulted in an assignment of the Investment Management Committee. Mr. Tufano will be joining Foundry as a portfolio manager forinvestment advisory agreement between BFS and the Small and Mid Cap Value product lines. Mr. Greenberg will be joining Foundry as a Senior Trader and will oversee the trading efforts of these product lines. Messrs. Roach and Tufano will continue to manage the portfolio of the Fund, but Mr. David N. Dreman will no longer be a co-portfolio manager.

UnderTrust (the "Prior Agreement") under the Investment Company Act of 1940, as amended (the “1940 Act”), the Transaction will result in an assignment of the investment advisory agreement between Dreman and the Trust (the “Prior Agreement”"1940 Act"). Section 15(a)(4) of the 1940 Act effectively requires the automatic termination of an advisory contract when it is assigned. As a result, the Prior Agreement terminated upon the closing of the Transaction.has been terminated. Accordingly, shareholders of the Fund are being asked to approve a new management agreement between FoundryBFS and the Trust (the “New Agreement”"New Agreement") so that management of the Fund may continue without any interruption.

If approved by shareholders of the Fund, the New Agreement will become effective on the shareholder meeting date, including any adjournments or postponements thereof (the “Effective Date”“Effective Date”). FoundryBFS has entered into a new expense limitation agreement that will limit the Fund’s Total Annual Operating Expenses to 1.25%, which is substantially the same as the current expense limit with Dreman, until August 31, 2017.

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As part of the Transaction, the Fund’s name will change to the Foundry Partners Fundamental Small Cap Value Fund. Additionally, the Class A shares of the Fund will be converted into the existing Retail Class shares. This conversion of Class A shares to Retail Class shares will not result in any fees to shareholders, nor will there be any tax consequences as a result of the conversion. Class A shares and the Retail Class shares are identical in all material respects except that Class A shares are generally subject to a front-end sales load. This conversion will allow the purchase of shares in a class of shares without a front-end sales load. The Transaction willdid not result in any changes to the investment objectiveorganization or principal investment strategies, nor is the changingstructure of the name intended to imply any change in the Fund’s investment objective or principal investment strategies.Fund. After the Effective Date, FoundryBFS will continue to serve as the Fund’sFund's investment adviser. Noneadviser and none of the Fund’sFund's other service providers will change in connection with the Transaction.

For the purposes of the below sections, the “Adviser” constitutes either or both Dreman under the Prior Agreement The Fund will continue to be team-managed by same portfolio managers – Mr. Robert H. Bradley, Mr. Keith G. LaRose, and Foundry under the New Agreement, as applicable.Mr. Thomas D. Sargent.

The Prior Agreement

Bradley, Foster & Sargent, Inc. (“BFS”) has served as the Fund’s investment adviser since the Fund’s inception in November 2013, pursuant to the Prior Agreement. The Prior Agreement for the Fund was initially approved by the Fund’s shareholdersBoard for a term of two years on February 8,July 23, 2013, in conjunction withand was also approved by the Fund’s reorganization into the Trust. On December 9-10, 2014, the Prior Agreement was continued for a one-year term by the Board and, most recently, on December 8-9, 2015, the Prior Agreement was continued for an additional one-year term by the Board.initial shareholder. The following table presentsdescribes the advisory fees paid by the Fund to DremanBFS and the fees waived by DremanBFS pursuant to an expense limitation agreement:agreement during the most recent three fiscal years ended May 31, 2019, 2020, and 2021.

The Interim Agreement

At its June 7-8, 2016April 28, 2021 meeting, (the “June Meeting”), the Board, including by separate vote of a majority of the Independent Trustees, reviewed and approved an interim investment advisory agreement between FoundryBFS and the Trust on behalf of the Fund (the “Interim Agreement”"Interim Agreement"). The Interim Agreement took effect on the closing of the Transaction_____, 2021 and will continue in effect for a term ending on the earlier of 150 days from its effective dateeffectiveness or the date that shareholders of the Fund approve the New Agreement.

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The terms of the Interim Agreement are substantially the same as those of the Prior Agreement, except for certain provisions that are required by law and except that the date and parties of the Interim Agreement wereis made current. The provisions required by law include a requirement that fees payable under the Interim Agreement be paid into an escrow account. If the Fund’sFund's shareholders approve the New Agreement by the end of the 150-day period, the compensation (plus any interest earned thereon) payable under the Interim Agreement will be paid to Foundry.BFS. However, if the New Agreement is not approved, only the lesser of the costs incurred (plus any interest earned thereon)interest) or the amount in the escrow account (plus any interest earned thereon)(including interest) will be paid to Foundry.BFS.

In

The Fund had been operating pursuant to an expense limitation agreement whereby BFS was limiting the operating expenses of the Fund at 1.00%, subject to certain exceptions. This expense limitation agreement terminated automatically due to the assignment of the Prior Agreement. However, in conjunction with the implementation of the Interim Agreement Foundryand the Board’s approval of the New Agreement, BFS has entered into an expense limitation agreement to cap fees at 1.25%1.00%, which is described in more detail in the next section. This interim expense limitation agreement will continue in effect until the expiration or termination of the Interim Agreement. Foundry has agreed that it will not seek recoupment of any amounts waived or reimbursed during this interim period although any amounts that it has waived and/or reimbursed may be recouped in the future if shareholders approve the New Agreement and the terms and conditions for recoupment are satisfied as described below.

The Terms of the Prior Agreement and the New Agreement and the New Expense Limitation Agreement

At the June Meeting,its April 28, 2021 meeting, the Board, including a majority of the Independent Trustees, reviewed and approved the New Agreement between FoundryBFS and the Trust, and recommended that shareholders approve the New Agreement. IfIt is anticipated that, if approved by shareholders, the New Agreement will beginbecome effective on the Effective Date.shareholder meeting date, including any adjournments or postponements (the “Effective Date”). The New Agreement is substantially similaridentical to the Prior Agreement, in all material respects.except with respect to its date. Set forth below is a summary of all material terms of the New Agreement. The form of the New Agreement is included as Appendix A. The summary of all material terms of the New

Agreement below is qualified in its entirety by reference to the form of New Agreement included as Appendix A.

The annualized advisory fee rate under the Prior Agreement and the New Agreement is 0.85%the same. The annualized advisory fee rate paid to BFS by the Fund will remain at 0.75% of the Fund’s average daily net assets.

Under the

The New Agreement Foundry,would require BFS to provide the same services as provided under the Prior Agreement. BFS shall, subject to the supervision of the Board, willregularly provide the Fund with investment research, advice and supervision and shall furnish continuously an investment program for the Fund, consistent with its investment objectives and policies. FoundryBFS shall determine, the Fund’s portfolio investments, includingfrom time to time, what securities shall be bought,purchased for the Fund, what securities shall be held or sold by the Fund and what portion of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the NewTrust’s Agreement and Declaration of Trust, as amended and supplemented, Bylaws and the Fund’s registration statement and with the investment objectives, policies and restrictions of the Fund, as each as mayof the same shall be amended.from time to time in effect.

The New Agreement has the same duration and termination provisions as the Prior Agreement. The New Agreement will have an initial term of two years from its effective date and will continue annuallyfrom year to year so long as its renewal is specifically approved by (a) a majority of the Trustees including those who are not parties to the New Agreement and who are not “interested persons”"interested persons" (as defined in the 1940 Act), of any party to the New Agreement, cast in person at a meeting called for the purpose of voting on such approval and a majority vote of the Trustees or (b) by vote of a majority of the voting securities of the Fund. The New AgreementIt may be terminated by the Trust, without the payment of any penalty, by a vote of the Board or with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund. It may also be terminated at any time upon 60 days’days' notice without the payment of any penalty by the Board, Foundry, orby a vote of a majority of the outstanding voting securities of the Fund.Fund or by BFS. The New Agreement will terminate automatically in the event of its assignment.

The New Agreement and the Prior Agreement subject FoundryBFS to the same standard of care and liability.

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FoundryBFS has entered into a new expense limitation arrangement whereby it has contractually agreed to waive or limit its fees and to reimburseassume certain other expenses of the Fund until at least August 31, 2017, to limit Total Annual Fund OperatingSeptember 30, 2022, so that total annual operating expenses of each share class to 1.25%the Fund do not exceed 1.00%. This contractual arrangement may only be terminated by mutual consent of FoundryBFS and the Board, and it will automatically terminate upon the termination of the Interim Agreement, if the New Agreement is no longer in effect.not approved, or upon the termination of the New Agreement. This operating expense limitlimitation does not apply to: (i) interest, (ii) taxes, (iii) brokerage commissions, (iv) other expenditures which are capitalized in accordance with generally accepted accounting principles, (v) other extraordinary expenses not incurred in the ordinary course of the Fund’s business, (vi) dividend expense on short sales, acquired fund fees and expenses,(vii) expenses incurred under a plan of distribution adopted pursuant tounder Rule 12b-1, under the 1940 Act, and (viii) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement, if applicable, in any fiscal year. The operating expense limitation also excludes any “Acquired Fund Fees and Expenses,” which are the expenses indirectly incurred by the Fund as a result of investing in any fiscal year. Foundry may be entitledmoney market funds or other investment companies, including exchange-traded funds, that have their own expenses. Each waiver or reimbursement of an expense by BFS is subject to recoup the sum of all fees previously waived or expenses reimbursed under the new expense limitation agreement and the interim expense limitation agreement during any of the previous three (3) years during which Foundry has served as the investment adviser torepayment by the Fund less anywithin the three years following such waiver or reimbursement, previously paid, provided total expenses do not exceedthat the Fund is able to make the repayment without exceeding the expense limitation in place at the time of the waiver/waiver or reimbursement occurred. Foundry will not be ableand the expense limitation in place at the time of the repayment.

Information Concerning BFS

BFS, located at 185 Asylum Street, City Place II, Hartford, Connecticut 06103, was formed in 1993. BFS serves individuals, retirement plans, corporations and institutions, and as of May 31, 2021 had assets under management of approximately $___ billion. The names, addresses, and principal occupation of the principal executive officers of BFS are set forth below. No changes are anticipated to recoup amounts previously waived and/or reimbursed by Dreman. Ifthis information as a result of the Fund’s shareholders approve the New Agreement, it is expected that it would become effective on the shareholder meeting date, including any adjournments or postponements thereof.Transaction.

Board Considerations in Approving the New Agreement

At the June Meeting,a meeting held on April 28, 2021 the Board considered the approval of the New Agreement between FoundryBFS and the Trust forwith respect to the Fund. FoundryBFS provided written information to the Board to assist the Board in its considerations.

The Board discussed the existing arrangements between DremanBFS and the Trust forwith respect to the Fund, as well asFund. The Board discussed with Counsel, among other things, the anticipated arrangements once Foundry assumesfiduciary duties and responsibilities as investment adviser.of the Board in reviewing and approving the New Agreement. Counsel discussed with the Trustees the types of information and factors that should be considered by the Board should consider in order to make an informed decision regarding the approval of the New Agreement, including the following material factors: (i) the nature, extent, and quality of the services to be provided by Foundry;BFS; (ii) the investment performance of the Fund;Fund, (iii) the costs of the services to be provided and profits to be realized by FoundryBFS from the relationship with the Fund; (iv) the extent to which economies of scale would be realized if the Fund grows and whether advisory fee levels reflect those economies of scale for the benefit of the Fund’s investors; and (v) Foundry’BFS’s practices regarding possible conflicts of interest and other benefits to be derived by Foundry from managing the Fund.

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The Trustees expressed the view that, although they were considering the New Agreement with Foundry, they believed they should take into accountrelied in part on their priorpast experience with the portfolio managers who managed the Fund and would beBFS in managing the Fund, –due to the fact that the personnel and management of BFS is they notedexpected to remain the same as that Messrs. Roachcurrently in place and Tufanothat no changes are joining Foundryexpected as portfolio managers specifically responsiblea result of the Transaction. They also considered that the New Agreement

is identical to the Prior Agreement (except for managing the Fund. The Trusteesdate of effectiveness). They reflected upon their experience with the portfolio managers,BFS, including the information furnished for the Board’s review and consideration in the past at previousregular Board meetings, as well as information specifically prepared and/or presented in connection with the current approval process, including information presented at the June Meeting. Themeeting.

In assessing the factors and reaching its decision, the Board noted that one of the portfolio managers of the Fund, David Dreman, would not be transitioning to Foundry, and they expressed the view that this should not diminish the level of services provide to the Fund, especially in light of the perceived additional support that would be providedconsidered information furnished by FoundryBFS and the general view that Messrs. Roach and Tufano had been primarily responsibleTrust’s other service providers for the day-to-day management of the Fund recently.

The Board noted that it had recently conducted an annualBoard’s review and renewal ofconsideration throughout the investment advisory agreement between the Trust and Dremanyear, as well as information specifically prepared and/or presented in connection with respect to the Fund at its quarterly meeting held on December 8 and 9, 2015. In this regard, Counsel noted that the responses to the prior Dreman 15c response were similar in light of the nature of the transaction (i.e., it is a team lift out). In addition to the comparative information provided at this December meeting, the Board requested and received information and reports relevant to the consideration of the approval of the New Agreement,process, including: (i) proposalsreports regarding the services and support that Foundry would provided to the Fund and its shareholders;shareholders by BFS; (ii) quarterly assessments of the investment performance of the Fund by personnel of BFS; (iii) commentary on the reasons for the performance; (iv) presentations by FoundryBFS addressing its investment philosophy, investment strategy, personnel operations, and operations; (v) compliance program;and audit reports concerning the Fund and BFS; (vi) disclosure information contained in Foundry’sthe registration statement for the Fund and the Form ADV;ADV of BFS; and (vii) a memorandum from Counsel,counsel, that summarized the fiduciary duties and responsibilities of the Board in reviewing and approving the New Agreement, including the material factors set forth above and the types of information included in each factor that should be considered by the Board in order to make an informed decision.Agreement. The Board also requested and received various informational materials including, without limitation: (i)(a) documents containing information about Foundry, such asBFS, including its financial condition,information; a description of its personnel and the services it provides to the Fund; information on BFS’s investment performance, estimatedadvice and performance; summaries of Fund expenses, compliance program, current legal matters, and other general information; (ii)(b) comparative expense and performance information for other mutual funds with strategies similar to the FundFund; and performance of other accounts to be managed by Foundry similar to(c) the Fund; (iii) the anticipated effect of size on the Fund’s performance and expenses; and (iv) conflicts of interest and benefits to be realized by FoundryBFS from its relationship with the Fund. In considering the foregoing, the Board also considered the impact, if any, that the Transaction would have on the ability of FoundryBFS to continue to provide a similar level and quality of services to the Fund and its shareholders as had previously provided by Dreman. The Trustees observed that certain portfolio and trading personnel of Dreman, including two of the portfolio managers responsible for managing the Fund, would continue in similar capacities with Foundry. The Trustees further noted that Foundry represented that no significant changes to the Fund’s management or operations were anticipated. Accordingly, the Trustees expressed the view that their previous experiences with Dreman were relevant to their consideration of each of the factors described below.been provided. The Board did not identify any particular factorinformation that was most relevant to its consideration to approve the New Agreement and each Trustee may have afforded different weight to the various factors.

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Trustees also considered the consistency of BFS’s management of the Fund with its investment objectives, strategies, and limitations. The Trustees noted that the Fund had underperformed as compared to its benchmark for the one-year, three-year, five-year, and since inception periods ended December 31, 2020. They also noted that the Fund had underperformed as compared to the median of its Morningstar custom category for the one-year, three-year, five-year and since inception periods. With regard to the custom peer group, the Trustees noted that the Fund had also underperformed as compared to the median for the one-year, three-year, five-year and since inception periods ended December 31, 2020. The Board reviewed the performance of BFS in managing a composite with investment strategies similar to that of the Fund and observed that the Fund’s performance was above the composite for the calendar year 2019 and below the composite for the calendar year 2020. The Trustees took into consideration discussions with representatives of BFS regarding the reasons for the performance of the Fund. After further reviewing and discussing these and other relevant factors, the Board concluded, in light of all the facts and circumstances, that the investment performance of the Fund and BFS was satisfactory.

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Information Concerning Foundry

Foundry, located at 510 First Avenue North, Suite 409, Minneapolis, MN 55403, was formedassigned to the Fund; the basis of decisions to buy or sell securities for the Fund and/or BFS’s other accounts; and the substance and administration of BFS’s code of ethics. The Trustees also considered disclosure in 2012. Foundrythe registration statement of the Trust relating to BFS’s potential conflicts of interest. The Trustees noted that BFS does not utilize soft dollars. The Trustees noted other potential benefits to BFS, including the fact that the Fund provides discretionary management of client assetsan attractive vehicle for high net worth individuals, pension and profit sharing plans, trusts, estates, charitable organization, and other legal entities. As of December 31, 2015, Foundry had approximately $1.2 billion insmaller accounts, which may increase the total assets under management by BFS. Based on the foregoing, the Board determined that the standards and that amount had grown to approximately $1.7 billion in assets under management aspractices of April 30, 2016. The names, addresses, and principal occupation of the principal executive officers of Foundry are set forth below.

In addition, after the Transaction, Mr. Roach, portfolio managerBFS relating to the identification and mitigation of potential conflicts of interest and the benefits to be realized by BFS in managing the Fund will become a Managing Director of Foundry.were satisfactory.

Section 15(f) of the 1940 Act

The parties to the Transaction intend for itthe Transaction to come within the safe harbor provided by Section 15(f) of the 1940 Act. Section 15(f) of the 1940 Act which permits an investment adviser of a registered investment company (or any affiliated persons of the investment adviser) to receive any amount or benefit in connection with a sale of an interest in the investment adviser, ifprovided that two conditions are satisfied.

First, an “unfair burden”"unfair burden" may not be imposed on the investment company becauseas a result of the sale of the interest, or any express or implied terms, conditions or understandings applicable to the sale of the interest. The term “unfair"unfair burden,”," as defined in the 1940 Act, includes any arrangement during the two-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any “interested person”"interested person" of the adviser (as defined in the 1940 Act), receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees

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for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services). The Board has not been advised by Dreman or FoundryBFS of any circumstances arising from the Transaction that might result in the imposition of an unfair burden"unfair burden" on the Fund. Moreover, subject to applicable law and applicable fiduciary duties, Foundry, Dreman, and their principals (each, a “Transaction Party”), have each agreed, to the extent within its control, to use their reasonable efforts to assure that Transaction meets the requirements of the provisions of Section 15(f) of 1940 Act. In furtherance of the foregoing, subject to applicable law and the fiduciary duties of each Transaction Party, each Transaction Party has agreed to take such actions as are reasonably within its control to ensure that no unfair burden is imposed on the Fund because of the Transaction.

Second, during the three-year period after the Transaction, at least 75% of the members of the investment company’scompany's board of trustees cannot be “interested persons”"interested persons" (as defined in the 1940 Act) of the investment adviser or its predecessor. The Trust will use its reasonable best efforts to ensure that at all times at least 75% of the Trustees are not “interested persons”"interested persons" (as defined in the 1940 Act) for the three-year period after the completion of the Transaction.

PLEASE NOTE, AFFILIATES OF DREMAN, WHO ACT AS TRUSTEES FOR CERTAIN 401(K) PLAN ASSETS, HAVE DISCRETION OVER VOTING OF ASSETS HELD BY SUCH PLAN.

Required Vote

Approval of the Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund. Under the 1940 Act, the vote of a "majority of the outstanding voting securities" of the Fund means the affirmative vote of the lesser of: (a) 67% or more of the voting securities present at the Special Meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities are present or represented by proxy; or (b) more than 50% of the outstanding voting securities. All shareholders of the Fund will vote together on the Proposal.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE “FOR” THE APPROVAL OF THE PROPOSAL.

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FURTHER INFORMATION ABOUT VOTING AND THE SPECIAL MEETING

Quorum and Required Vote.One-third (1/3) of the outstanding shares of the Fund entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Special Meeting.

Approval of the Proposal requires the affirmative vote of the holders of a “majority“majority of the outstanding voting shares,”, as that term is defined in the 1940 Act. As defined in the 1940 Act, a vote of the holders of a majority of the outstanding shares of a Fund means the vote of (1) 67% or more of the voting shares of the Fund present at the meeting, if the holders of more than 50% of the outstanding shares of the Fund are present in person or represented by proxy, or (2) more than 50% of the outstanding voting shares of the Fund, whichever is less.

“Broker non-votes”non-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter). Such shares shall and abstentions will be counted as present on the matter for purposes of determining the presence of a quorum. However, since such shares arequorum but will not voted in favorhave any effect on the outcome of a Proposal, they have the effect of counting as a vote AGAINST that Proposal.election.

Please note that affiliates of Dreman, who act as trustees for certain 401(k) plan assets, have discretion over voting of assets held by such plan.

Other Business.  The Trustees know of no other business to be brought before the Special Meeting. However, if any other matters properly come before the Special Meeting, they intend that proxies that do not contain specific restrictions to the contrary be voted on such matters in accordance with the judgment of the persons named in the proxy card. The Trust does not have annual meetings and, as such, does not have a policy relating to the attendance by the Trustees at shareholder meetings.

Revocation of Proxies.  Proxies may be revoked at any time before they are voted either (i) by a written revocation delivered to the Trust, (ii) by a properly executed later-dated proxy received by the Trust, (iii) by an in-person vote at the Special Meeting, or (iv)(iii) by written notice of death or incapacity of the maker of the proxy received by the Trust before the vote pursuant to the proxy is counted. Attendance in-person at the Special Meeting willis not itself revoke a proxy.permitted. Shareholders may revoke a proxy as often as they wish before the Special Meeting. Only the latest dated, properly executed proxy card received prior to or at the Special Meeting will be counted.

Shareholder Proposals.Any shareholder proposals to be included in the proxy statement for the Trust’s next meeting of shareholders must be received by the Trust within a reasonable period of time before the Trust begins to print and send its proxy materials.

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Adjournment.  If a quorum is not present or represented at the Special Meeting, or if a quorum is present but sufficient votes to approve the proposal are not received, or if other matters arise that require shareholder attention, the persons named as proxy agents, the Chairperson of the meeting,Special Meeting, or other Trust officers present at the Special Meeting may propose one or more adjournments to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majorityone-third of those shares present at the Special Meeting or represented by proxy. The persons named as proxies will vote those proxies that are entitled to vote in favor of such an adjournment, ifprovided that they determine that such an adjournment and additional solicitation is reasonable and in the interest of shareholders based on a consideration of all relevant factors. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified.

Annual and Semi-Annual Reports.The most recent annual and semi-annual reports to shareholders (when available) will be provided to shareholders at no cost. To request a report, please call

us toll-free at 1-800-247-1014(855) 575-2430 or write to us at Valued Advisers Trust, 225 Pictoria Drive,Dr., Suite 450, Cincinnati, Ohio 45246, Attention: Secretary.46246. The reports for the Fund are also available online at www.sec.gov.

Proxy Solicitation Costs.The costs of solicitation of proxies and expenses incurred in connection with the preparation of proxy materials are being borne by Foundry.BFS. In addition to soliciting proxies by mail, the Trustees and employees of the Trust may solicit proxies in person or by telephone. The Trust has engaged AST Fund Solutions, LLC to provide shareholder meeting services, including the distribution of this Proxy Statement and related materials to shareholders, as well as vote solicitation and tabulation. The costs of these services are expected be approximately $27,000.$7000. By voting immediately, you can help ensure the continued management of the Fund without disruption.

Only one copy of this Proxy Statement may be mailed to a shareholder holding shares in multiple accounts with the Fund. Unless the Trust has received contrary instructions, only one copy of this Proxy Statement will be mailed to a given address where two or more shareholders share that address. Additional copies of the Proxy Statement will be delivered promptly upon request. Requests may be sent to AST Fund Solutions, LLC, 55 Challenger Road, Ridgefield Park, NJ 07660 or made by telephone by calling 1-800-330-5897.(866) 828-6951.

Outstanding Shares. The shares outstanding of the Fund as of June 15, 2016May 14, 2021, the record date for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof, are: 6,961,818.866.2,274,349.

Beneficial Ownership.The table below sets forth the names, addresses and percentage ownership of those shareholders known by the Trust to own or record or beneficially 5% or more of the outstanding shares of a class of the Fund as of June 15, 2016.

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________, 2021. As of June 15, 2016,________, 2021, the Trustees and Officers of the Trust did not own shares of the Fund.

INVESTMENT ADVISER AND FUND INFORMATION

Investment Adviser.  As of June 20, 2016, Foundry Partners, LLC, located at 510 First Avenue North, Suite 409, Minneapolis, MN 55403, serves as the interim investment adviser to the Fund. Foundry is majority owned by Foundry Management Partners, LLC (a company owned by employees of Foundry)Bradley, Foster & Sargent, Inc., which owns 65% of the adviser, and Rosemont Partners III, LP. The general partner to Rosemont Partners, LP is Rosemont Partners III, LP. Prior to June 20, 2016, Dreman Value Management, LLC, located at 1515 North Flagler Drive, Suite 920, West Palm Beach, Florida 33401,185 Asylum Street, CityPlace II, Hartford, Connecticut 06103, has served as the investment adviser tofor the Fund.Fund since the Fund’s inception in November 2013.

Administrator, Fund Accountant and Transfer Agent. Ultimus Asset Services,Fund Solutions, LLC (“Ultimus”), 225 Pictoria Drive,Dr, Suite 450, Cincinnati, Ohio 45246 serves as the Trust’s administrator, fund accountant and transfer agent. Ultimus is owned by Ultimus Fund Solutions, LLC, the parent company of the Distributor (defined below). The officers of the Trust also are officers and/or employees of Ultimus.

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Distributor. Unified Financial Securities,Ultimus Fund Distributors, LLC (“Distributor”), 225 Pictoria Drive,Dr., Suite 450, Cincinnati, Ohio 45246 serves as the principal underwriter for shares of the Fund.

Custodian. Huntington National Bank, 41 South High Street, Columbus, Ohio 43215, is the Custodian of the Fund’s investments.

PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY TO ENSURE THAT A QUORUM IS PRESENT AT THE SPECIAL MEETING. A SELF-ADDRESSED, POSTAGE PREPAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

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APPENDIX A 

NEW INVESTMENT ADVISORY AGREEMENT

This Investment Advisory Agreement

INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this ___day of _____, 20__ by and betweenValued Advisers Trust (the “Trust”), a Delaware statutory trust (the “Trust”), on behalf of each series listed onSchedule A, (each, a “Fund”), andFoundry Partners, LLC, a Delaware limited liability company (the “Adviser”), is made as of August         , 2016 (the “Agreement”).

WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”“1940 Act”), and presently offers sharesBradley, Foster & Sargent, Inc., (the “Adviser”), a Connecticut corporation with its principal place of beneficial interestbusiness in separate investment portfolios, each a “series”;Hartford, Connecticut.

WITNESSETH

WHEREAS,, the Board of Trustees (the “Board”) of the Trust has selected the Adviser is registeredto act as an investment adviser underto the 1940 Act,series portfolios of the Trust set forth on Schedule A to this Agreement (each, a “Fund”), as such schedule may be amended from time to time upon mutual agreement of the parties, and engages in the business of asset managementto provide certain related services, as more fully set forth below, and is willing to furnishperform such services to each Fund onunder the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and

WHEREAS,the Trust desires to retain the Adviser to furnish investment advisory and certain other services to each Fund, as more fully benefits set forth below, and the Adviser is willing to so furnish such services;

NOW, THEREFORE,herein, the Trust and the Adviser do hereby agree as follows:

1.       The Adviser’s Services.

and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules and regulations that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. The Adviser will regularly provide each Fundalso agrees to comply with such investment advice as it, in its discretion, deems advisable and will furnish a continuous investment program for each Fund consistent with each Fund’s investment objectives and policies. The Adviser will determine the securities to be purchased for each Fund, the portfolio securities to be held or sold by each Fund and the portion of each Fund’s assets to be held un-invested, subject always to each Fund’s investment objectives, policies and restrictions set forth in the Registration Statement, as amended or supplemented, of each Fund, and with any policies, guidelines, instructions and procedures approved by the Board and provided to the Adviser. In selecting each Fund’s portfolio securities and performing the Adviser’s obligations hereunder, the Adviser shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the sameInternal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company. The Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure its compliance with the foregoing. No supervisory activity undertaken by the Board shall limit the Adviser’s full responsibility for any of the foregoing.

Paragraph 1(f) shall in no way reduce the responsibilities and obligations of the Adviser under this Agreement and the Adviser shall be responsible to the Trust for all acts or omissions of any Sub-Adviser to the same extent the Adviser would be liable hereunder. Insofar as the provisions of this Agreement impose any restrictions, conditions, limitations or requirements on the Adviser, the Adviser shall take measures through its contract with, or its oversight of, the Sub-Adviser that attempt to impose similar (insofar as the circumstances may require) restrictions, conditions, limitations or requirements on the Sub-Adviser.

meeting of the Board, or for any shareholder report on Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, Registration Statement or any amendment thereto, proxy statement, prospectus supplement, or other form or document to be filed by the Trust with the Commission. The Adviser will make its officers and employees available to meet with the Board from time to time in effect, and subject furtheron a reasonable basis on due notice to such policies and instructions as the Board of Trustees for the Trust (the “Board”) may from time to time establish. The Adviser will advise and assist the officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and the appropriate committees of the Board regarding the conduct of the business of each Fund.

The Adviser will pay the compensation and expenses of any persons rendering anyreview its investment management services to each Fund who are officers, directors, equity owners or employeesin light of it,current and will make available, without expenseprospective economic and market conditions and shall furnish to each Fund, the services ofBoard such of its employeesinformation as may dulyreasonably be elected officers or trustees of the Trust, subject to their individual consent to serve and to any limitations imposed by law. The compensation and expenses of any officers, trustees, and employees of the Trust who are not officers, directors, equity owners or employees of the Adviser will be paid by the Trust.

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Each Fund will be responsiblenecessary in order for the payment of all operating expenses ofBoard to evaluate this Agreement or any proposed amendments thereto.

4.       Brokerage.

brokerage and other expenses incurred by each Fund in connection with membership in investment company organizations; brokerage fees and commissions; legal, auditing and accounting expenses; non-organizational expenses of registering shares under federal and state securities laws; insurance expenses; taxes or governmental fees; fees and expenses of the custodian, transfer agent, shareholder service agent, dividend disbursing agent, plan agent, administrator, accounting and pricing services agent and distributor of each Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of each Fund; its share of the fees and expenses of trustees of the Trust who are not affiliated with the Adviser; the cost of preparing and distributing reports and notices to shareholders; the cost of printing or preparing prospectuses and statements of additional information for delivery to each Fund’s shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; such extraordinary or non-recurring expenses as may arise, including litigation to which the Trust may be a party and indemnification for the Trust’s officers and trustees with respect thereto; or any other expense not specifically described above incurred in the performance of each Fund’s obligations. All other expenses not assumed by the Adviser herein, which are incurred by each Fund in connection with its organization, registration of shares, and operations, will be borne by each Fund. Each Fund will also pay expenses, which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act.

The Adviser may obtain reimbursement from each Fund, at such time or times as it may determine in its sole discretion, for any of the expenses advanced by the Adviser, which each Fund is obligated to pay, and such reimbursement shall not be considered part of its compensation pursuant to this Agreement.

For all of the services to be rendered and payments to be made as provided in this Agreement, as of the last business day of each month, each Fund will pay the Adviser a fee, computed and accrued daily, and paid monthly, at an annual rate as listed on Schedule A, based on the average value of the Fund daily net assets.

The average value of the daily net assets of each Fund shall be determined pursuant to the applicable provisions of the Trust’s Agreement and Declaration of Trust or a resolution of the Board, if required. If, pursuant to such provisions, the determination of net asset value (“NAV”) of each Fund is suspended for any particular business day, then for the purposes of this paragraph, the value of the net assets of each Fund as last determined shall be deemed to be the value of the net assets as of the close of the business day, or as of such other time as the value of each Fund’s net assets may lawfully be determined, on that day. If the determination of the NAV of each Fund has been suspended for a period including such month, the Adviser’s compensation payable at the end of such month shall be computed on the basis of the value of the net assets of each Fund as last determined (whether during or prior to such month).

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The Adviser agrees that the Board may suspend the payment of the advisory fee set forth above if the Adviser fails to follow the directions of the Board as communicated in writing on behalf of the Board by its agents or the Trust’s administrator, and that such suspension may continue until such time as the Adviser reasonably complies with such directions.

In connection with purchases or sales of portfolio securities for the account of each Fund, it is understood that the Adviser will arrange for the placing of all orders for the purchase and sale of portfolio securities and other investment instruments.

7.        Representations, Warranties and Covenants.

assets of the Fund, and that all selections shall be done in accordance with brokerswhat is in the best interest of the Fund.

Agreement may not be added to or dealers selectedchanged orally and may not be modified or rescinded except by it, subject to review of this selectiona writing signed by the Board from time to time. The Adviser will be responsible forparties hereto and in accordance with the negotiation and the allocation of principal business and portfolio brokerage. In the selection of brokers or dealers and placing of orders, the Adviser is directed at all times to seek for each Fund the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer.

The Adviser should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received. In seeking best qualitative execution, the Adviser is authorized to select brokers or dealers who also provide brokerage and research services to each Fund and the other accounts over which the Adviser exercises investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a Fund portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer. The determination may be viewed in terms of either a particular transaction or the Adviser’s overall responsibilities with respect to each Fund and to accounts over which the Adviser exercises investment discretion. Each Fund and the Adviser understand and acknowledge that, although the information may be useful to each Fund and the Adviser, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by each Fund to determine if the commissions paid over representative periods were reasonable in relation to the benefits to each Fund.

Subject to the provisionsrequirements of the 1940 Act, and other applicable law,when applicable.

by the Adviser any of its affiliates, or any affiliate of its affiliates may retain compensation in connection with effecting each Fund’s portfolio transactions, including transactions effected through others. If any occasion should arise in which the Adviser gives any advice to its clients concerning shares of each Fund, the Adviser will act solely as investment adviser for such client and not in any way on behalf of each Fund. The Adviser’s services to each Fund pursuant to this Agreement, areincluding any non-public personal information as defined in Regulation S-P, and that it shall not to be deemed exclusive and it is understooduse or disclose any such information except for the purpose of carrying out the terms of this Agreement; provided, however, that the Adviser may render investment advice, management and other services to others, including other registered investment companies.

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The Adviser may rely ondisclose such information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither the Adviser nor its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error of judgment, mistake of law any act or omission connected with or arising out of any services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of their duties under this Agreement, or by reason of reckless disregard by any of such persons of the Adviser’s obligations and duties under this Agreement.

Any person, even though also a director, officer, employee, member, shareholder or agent of the Adviser, who may be or become an officer, director, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with the Adviser’s duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, member, shareholder or agent of the Adviser, or one under the control or direction of the Adviser, even though paid by the Adviser.

This Agreement shall take effect on the date of its execution, and shall remain in force for a period of two years from the date of its execution, and from year to year thereafter, subject to annual approval by: (i) the Board; or (ii) a vote of a “majority of the outstanding voting securities” of each Fund, as defined in the 1940 Act; provided that in either event continuance is also approved by a majority of the trustees who are not “interested persons” (as defined in the 1940 Act) of the Adviser or the Trust, by a vote cast in person at a meeting called for the purpose of voting on such approval.

If the shareholders of each Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, the Adviser will continue to serve or act in such capacity for each Fund for the period of time pending required approval of the Agreement, of a new agreement with the Adviser or a different adviser, or other definitive action; provided that the compensation to be paid by each Fund to the Adviser for its services to and payments on behalf of each Fund will be equal to the lesser of the Adviser’s actual costs incurred in furnishing such services and payments or the amount the Adviser would have received under this Agreement for furnishing such services and payments.

This Agreement may, on 60 days’ written notice, be terminated with respect to each Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of each Fund, or by the Adviser. This Agreement shall automatically terminate in the event of its assignment, as such terms is defined in the 1940 Act.

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The Trust and the Adviser acknowledge that all rights to the name “Foundry Partners” belong to the Adviser, and that the Trust is being granted a limited license to use such words in its Fund name or in any class name. In the event the Adviser ceases to be the investment adviser to each Fund, the Trust’s right to the use of the name “Foundry Partners” shall automatically cease on the 90th day following the termination of this Agreement. The right to the name may also be withdrawn by the Adviser during the term of this Agreement upon 90 days’ written notice by the Adviser to the Trust. Nothing contained herein shall impair or diminish in any respect, the Adviser’s right to use the name “Foundry Partners” in the name of, or in connection with any other business enterprisesrequested disclosure to a regulatory authority with which the Adviser is or may become associated. There is no chargeappropriate jurisdiction after prior notification to the Trust for the right to use this name.

Trust.

No provision of this Agreement may be changed, waived, discharged or terminated orally, and no amendment of this Agreement shall be effective until approved by the Board, including a majority of the trustees who are not interested persons of the Adviser or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (if required under interpretations of the 1940 Act by the U.S. Securities and Exchange Commission (the “SEC”) or its staff) by vote of the holders of a majority of the outstanding voting securities of the series to which the amendment relates.

The term “trustees” means and refers to the Trust’s trustees from time to time serving under the Trust’s Agreement and Declaration of Trust as the same may be amended from time to time. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but bind only the trust property of the Trust, as provided in the Agreement and Declaration of Trust of the Trust. The execution and delivery of this Agreement have been authorized by the trustees and shareholders of the Trust and signed by officers of the Trust, acting as such, and neither such authorization by such trustees and shareholders nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Agreement and Declaration of Trust.

In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.

(a)This Agreement shall be governed by the laws of the State of Delaware.

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(b)For the purpose of this Agreement, the terms “majority of the outstanding voting securities,” “control,” “assignment”, and “interested person” shall have their respective meanings as defined in the 1940 Act and rules and regulations thereunder, subject, however, to such exemptions as may be granted by the SEC under the 1940 Act; and the term “brokerage and research services” shall have the meaning given in the Securities Exchange Act of 1934, as amended.

(c)Any question of interpretation ofEnforceability. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be severable as to each Fund.

19.

Limitation of Liability. The Adviser is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust or other Trust organizational documents and agrees that the obligations assumed by each Fund pursuant to this Agreement shall be limited in all cases to each Fund and each Fund’s respective assets, and the Adviser shall not seek satisfaction of any such obligation from shareholders or any shareholder of each Fund. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees of the Trust or any individual Trustee. The Adviser understands that the rights and obligations of any Fund under the Declaration of Trust or other organizational document are separate and distinct from those of any of and all other Funds.

20.

Non-Exclusive Services. The services of the Adviser to the Trust are not deemed exclusive, and the Adviser shall be free to render similar services to others, to the extent that such service does not affect the Adviser’s ability to perform its duties and obligations hereunder.

21.

Governing Law. This Agreement shall be governed by and construed to be in accordance with the laws of the State of Delaware, without preference to choice of law principles thereof, and in accordance with the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control. Any question of interpretation of any term or provision of

this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretationany interpretations thereof, if any, by the United States courts or in the absence of any controlling decision of any such court, by the SECCommission or its staff. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is revised by rule, regulation, order or interpretation of the SECCommission or its staff, such provision shall be deemed to incorporate the effect of such revised rule, regulation, order or interpretation.

Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, Attention: Secretary, and the address of the Adviser is 510 First Avenue North, Suite 409, Minneapolis, MN 55403.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument.

Each of the undersigned expressly warrants and represents that he or she has the full power and authority to sign this Agreement on behalf of the party indicated, and that his or her signature will operate to bind the party indicated to the foregoing terms.

The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

Signatures located on the next page.

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executedsigned on their behalf by their duly authorized officers designated below.

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SCHEDULE A

To the

INVESTMENT ADVISORY AGREEMENT

Between date first above written.

VALUED ADVISERS TRUST

And

FOUNDRY PARTNERS, LLC

Dated August         , 2016Signature

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.PLEASE CAST YOUR PROXY VOTETODAY!

Foundry Partners Fundamental Small Cap Value Fund

(formerly Dreman Contrarian Small Cap Value Fund)

A SERIES OF VALUED ADVISERS TRUST

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 15, 2016

The undersigned, revoking prior proxies, hereby appoints Carol Highsmith, John Lively, and John Swhear, and each of them, as attorneys-in-fact and proxies of the undersigned, granted in connection with the voting of the shares subject hereto with full power of substitution, to vote shares held in the name of the undersigned on the record date at the Special Meeting of Shareholders of Foundry Partners Fundamental Small Cap Value Fund (formerly Dreman Contrarian Small Cap Value Fund) (the “Fund”) to be held at the offices of the Trust at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, on August 15, 2016 at 9:00 a.m. Eastern Time, or at any adjournment thereof, upon the Proposal described in the Notice of Meeting and accompanying Proxy Statement, which have been received by the undersigned.

Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free1-800-330-5897. Representatives are available to assist youMonday through Friday 9 a.m. to 10 p.m. Eastern Time.

Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held on August 15, 2016. The proxy statement for this meeting is available at:

proxyonline.com/docs/dremanscv.pdfTitle: ___________________________

Schedule A

Investment Advisory Agreement

between

Valued Advisers Trust (the "Trust")

and

Bradley, Foster & Sargent, Inc. (the "Adviser")

Dated as of _______

This proxy is solicitedThe Trust will pay to the Adviser as compensation for the Adviser’s services rendered, a fee, computed daily at an annual rate based on behalfthe average daily net assets of the Fund’s Board of Trustees, and the Proposals have been unanimously approved by the Board of Trustees and recommended for approval by shareholders. When properly executed, this proxy will be voted as indicated or “FOR” the proposals if no choice is indicated. The proxy will be votedrespective Fund in accordance with the proxy holders’ best judgment as to any other matters that may arise at the Special Meeting.

THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS.

TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:^lfollowing fee schedule:

Fund								Rate
				FOR		AGAINST		ABSTAIN
1.		To approve an investment advisory agreement between Foundry Partners, LLC and Valued Advisers Trust on behalf of theBFS Equity Fund
2.		To transact such other business as may properly come before the Special Meeting and any postponement or adjournment thereof.						0.75%

THANK YOU FOR VOTING