File No’s333-191495 &811-22895UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities
Exchange Act of 1934 (Amendment No. )

(Amendment No.)

Filed by the Registrant ☒                             [X]
Filed by a Party other than the Registrant ☐[  ]

Check the appropriate box:box.

Capitol Series Trust

CAPITOL SERIES TRUST

on behalf of its series

FULLER & THALER FUNDS

(Name of Registrant as Specified in itsIts Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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May 8, 2018

Important Voting Information Inside

Capitol Series Trust

on behalf of its series

Canterbury Portfolio Thermostat Fund

First Security Municipal Bond Fund

Fuller & Thaler BehavioralSmall-Cap Equity Fund

Fuller & Thaler BehavioralSmall-Cap Growth Fund

Fuller & Thaler BehavioralMid-Cap Value Fund

Hedeker Strategic Appreciation Fund

Meritage Growththe Fuller & Thaler Behavioral Unconstrained Equity Fund

Meritage ValueFuller & Thaler Behavioral Small-Mid Core Equity Fund

Meritage Yield-FocusFuller & Thaler Behavioral Micro-Cap Equity Fund

Preserver Alternative Opportunities

Each a Series of Capitol Series Trust (the “Trust”)

225 Pictoria Drive, Suite 450,

Cincinnati, OH 45246

September 1, 2021

Dear Fuller & Thaler Funds Shareholder,

On behalf of the Board of the Trustees of the Capitol Series Trust (the “Trust”), we are pleased to invite you to a special meeting of the Trust (the “Meeting”) relating to the following funds, each of which is a series of the Trust:

Fuller & Thaler Behavioral Small-Cap Equity Fund (the “Small-Cap Equity Fund”)

Fuller & Thaler Behavioral Small-Cap Growth Fund (the “Small-Cap Growth Fund”)

Fuller & Thaler Behavioral Mid-Cap Value Fund (the “Mid-Cap Value Fund”)

Fuller & Thaler Behavioral Unconstrained Equity Fund (the “Unconstrained Equity Fund”)

Fuller & Thaler Behavioral Small-Mid Core Equity Fund (the “Small-Mid Core Equity Fund”); and

Fuller & Thaler Behavioral Micro-Cap Equity Fund (the “Micro-Cap Equity Fund)

Each of these series is hereinafter referred to as a “Fund” or a “Fuller & Thaler Fund”, and are collectively referred to as the “Funds” or the “Fuller & Thaler Funds.” The Meeting will be held on September 30, 2021, at 11:30 a.m. Eastern time at the offices of the Funds’ administrator, Ultimus Fund Solutions LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.

At the Meeting, we will be asking shareholders of each Fuller &Thaler Fund to approve a new advisory agreement (“New Advisory Agreement”) between the Trust, on behalf of such Fund, and Fuller & Thaler Asset Management, Inc., each Fund’s current investment adviser (“Fuller & Thaler” or “Adviser” or “Company”). Shareholder approval of the New Advisory Agreement will allow Fuller & Thaler to continue to provide advisory services to each Fuller & Thaler Fund. Such approval is necessary because of a proposed transaction that will result in certain percentage ownership changes among the current owners of Fuller & Thaler that will be deemed to be a change of control of the Adviser under relevant provisions of the Investment Company Act of 1940 (“1940 Act”). This change-in-control will in turn constitute an assignment of Fuller & Thaler’s current advisory agreement with the Trust as it relates to each Fund (“Current Advisory Agreement”), resulting in its termination under the terms of the Current Advisory Agreement and the requirements of the 1940 Act. To avoid such a termination and ensure continuation of the advisory services that Fuller & Thaler provides to each Fund, shareholders of each Fund are being asked to approve the New Advisory Agreement.

No changes are contemplated to the investment advisory services to be provided or the advisory fees to be paid for those services, and all other terms and conditions of the New Advisory Agreement (other than differences one would expect like the effective dates) are substantively identical to those of the Current Advisory Agreement.

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The Current Advisory Agreement is a single agreement with an appended fee schedule that sets forth the different fee rates for each Fuller & Thaler Fund, and the New Advisory Agreement will be structured identically. Under the 1940 Act, shareholders of each Fuller & Thaler Fund must approve the New Advisory Agreement as it relates to that individual Fund. The proxy statement consequently includes six separate proposals, one for each Fuller & Thaler Fund. You will be eligible to vote on a proposal as it relates to a particular Fuller & Thaler Fund only if you were a shareholder of that Fund as of August 9, 2021 (the “Record Date”). Shareholders may also transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The question-and-answer section that follows discusses the New Advisory Agreement. The proxy statement itself provides greater detail about the New Advisory Agreement. Please Vote Immediately!read the enclosed materials carefully. The Board of Trustees unanimously recommends that you vote in favor of the New Advisory Agreement.

Included with these proxy materials is a proxy voting card that allows you to vote on these matters for the specific Fuller & Thaler Fund(s) in which you were invested as of August 9, 2021 (the “Record Date”). You canmay choose one of the following options to authorize a proxy to vote throughyour shares (which is commonly known as proxy voting) or to vote in person at the internet, by telephone, or by mail. Details on voting can be foundMeeting.

Thank you for your response and for your continued investment in the Fuller & Thaler Funds.

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Questions and Answers

1We strongly encourage you to read the full text of the enclosed proxy statement, However, for your convenience, we have provided a brief overview of the proposals that require a shareholder vote.

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We encourage you to vote via telephone or over the internet using the control number on your proxy card and following the simple instructions. These methods are the most efficient means of transmitting your vote and will reduce the need for the Fund to conduct telephone solicitations and/or follow up mailings. If for any reason you would like to change your previous vote, you may vote again using any of the methods described above.

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IMPORTANT INFORMATION FOR SHAREHOLDERS

Fuller & Thaler Behavioral Small-Cap Equity Fund

Fuller & Thaler Behavioral Small-Cap Growth Fund

Fuller & Thaler Behavioral Mid-Cap Value Fund

Fuller & Thaler Behavioral Unconstrained Equity Fund

Fuller & Thaler Behavioral Small-Mid Core Equity Fund

Fuller & Thaler Behavioral Micro-Cap Equity Fund

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held September 30, 2021

Notice is hereby given that Capitol Series Trust (the “Trust”) will hold a special meeting of shareholders (the “Meeting”) of each of the Fuller & Thaler Funds listed above, all of which are series of the Trust (each a “Fund” or a “Fuller & Thaler Fund”, and together the “Funds” or the “Fuller & Thaler Funds”) on September 30, 2021, at 11:30 a.m. Easter Time, at the offices of the Funds’ Administrator, Ultimus Fund Solutions, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio, 45246.

The purpose of the Meeting is to consider and act upon the following proposals (each a “Proposal” and together the “Proposals”) and to transact such other business as may properly come before the Meeting or any adjournments thereof .

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The Board of Trustees of the Trust unanimously recommends that you APPROVE Proposals 1-6.

Shareholders of record of each Fund at the close of business on August 9, 2021 (the Record Date), are entitled to notice of and to vote at the Meeting and any adjournment(s) or postponements thereof. The Notice of Special Meeting of Shareholders, proxy statement and proxy card are being mailed on or about September 1, 2021, to such shareholders of record.

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The Fuller & Thaler Funds

Fuller & Thaler Behavioral Small-Cap Equity Fund

Fuller & Thaler Behavioral Small-Cap Growth Fund

Fuller & Thaler Behavioral Mid-Cap Value Fund

Fuller & Thaler Behavioral Unconstrained Equity Fund

Fuller & Thaler Behavioral Small-Mid Core Equity Fund

Fuller & Thaler Behavioral Micro-Cap Equity Fund

PROXY STATEMENT

c/o Ultimus Fund Solutions

225 Pictoria Drive, Suite 450,

Cincinnati, Ohio, 45246

SPECIAL MEETING OF SHAREHOLDERS

Important Voting Information Inside

Table of Contents
September 30, 2021

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LETTER FROM THE PRESIDENT

Capitol Series Trust

225 Pictoria Drive, Suite 450

Cincinnati, Ohio 45246

May 8, 2018

Dear Shareholder,

I am writing to inform you of an upcoming Special Meeting of Shareholders of Capitol Series Trust (the “Trust”), consisting of the following separate series:Canterbury Portfolio Thermostat Fund;First Security Municipal Bond Fund;Fuller & Thaler BehavioralSmall-Cap Equity Fund;Fuller & Thaler BehavioralSmall-Cap Growth Fund;Fuller & Thaler BehavioralMid-Cap Value Fund;Hedeker Strategic Appreciation Fund;Meritage Growth Equity Fund;Meritage Value Equity Fund;Meritage Yield-Focus Equity Fund;and Preserver Alternative Opportunities Fund. The Special Meeting of Shareholders of the Trust (the “Meeting’) is scheduled to be held on June 19, 2018. At the Meeting, you will be asked to vote on Trustee Nominees proposed for election to the Trust’s Board of Trustees (the “Board”). In particular, the Board has called the Meeting for the purpose of seeking shareholder approval of the election of four Trustee nominees – Robert G. Dorsey (Interested Trustee), John C. Davis (Independent Trustee), Lori Kaiser (Independent Trustee) and Janet Smith Meeks (Independent Trustee).

I am sure that you, like most people, lead a busy life and are tempted to put this proxy aside for another day. Please don’t. When shareholders do not return their proxies, additional expenses are incurred to pay forfollow-up mailings and telephone calls.This is an important proposal affecting the Trust, and your vote matters.PLEASE TAKE A FEW MINUTES TO REVIEW THIS PROXY STATEMENTAND VOTE YOUR SHARES TODAY.

Federal securities laws require that the mutual fund shareholders elect at leasttwo-thirds of the trustees of a mutual fund board. The current Board, comprised of Mr. Dorsey, Walter B. Grimm and Mary M. Morrow, satisfies that requirement — Mr. Grimm and Ms. Morrow were previously elected by the Trust’s Shareholders, while Mr. Dorsey was elected by the Board, but not by the Shareholders. Recently, however, the Board, based on the recommendation of the Trust’s Nominating Committee, agreed to expand the size of the Trust’s Board from three to six members, and nominated Mr. Davis, Ms. Kaiser and Ms. Smith Meeks to serve as new Independent Trustees, subject to shareholder approval. Both the Nomination Committee and the Board made these determinations based on their conclusions that: (1) each of the individuals nominated has exemplary qualifications, and collectively provide a diversity of both relevant professional expertise and social perspective that will enhance the quality of the Board’s operations; (2) an expanded Board populated by the individuals whom the Trustees have nominated will be better positioned to effectively and efficiently perform the fiduciary oversight responsibilities imposed on mutual fund Trustees, which they deemed to be particularly important given the expected growth in the number of funds that the Board will oversee; and (3) the Nominees will complement the expertise and attributes of the current Trustees, and will each be a good fit culturally on the Board.

For those reasons, the Board recommends that you vote“Yes” to the proposals that Mr. Davis, Ms. Kaiser and Ms. Smith Meeks be elected as new Independent Trustees and that Mr. Dorsey be elected as an Interested Trustee.If you have any questions regarding the issue to be voted on or need assistance in completing your proxy card, please contact Okapi Partners, our proxy solicitor, toll-free at1-877-869-0171.

If you are the record owner of shares of the Trust as of the close of business on May 1, 2018, you are authorized to vote. The meeting will be held on June 19, 2018, at 9:30 a.m. (EST) at the offices of the Trust’s Administrator, Ultimus Asset Services, LLC, at the address shown above. If you expect to attend the Meeting in person, please call the1-877-869-0171 to inform us.

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Proxy materials for the shareholder meeting are enclosed and are also available at WWW.OKAPIVOTE.COM/CST.

OnThis proxy statement is being provided to you on behalf of the Board of Trustees and all of the officers of the Trust, we appreciate your time and consideration of this important proposal. Thank you for investing with Capitol Series Trust and for your continued support.

Sincerely,

Dina A. Tantra

President

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Capitol Series Trust

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 19, 2018 AT 9:30 A.M., EASTERN TIME. THE PROXY STATEMENT IS AVAILABLE AT WWW.OKAPIVOTE.COM/CST OR BY CALLING OKAPI PARTNERS TOLL FEE AT877-869-0171

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the “Meeting”) of all series of Capitol Series Trust will held on June 19, 2018 at 9:30 a.m., Eastern Time and at any adjournments thereof. The Meeting will be held at the offices of the Trust’s administrator, Ultimus Asset Services, LLC, located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. The purpose of the meeting is:

1. To elect four Trustee nominees to the Board; and

2. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

These proposals apply to Shareholders of all series of the Trust, comprised of: Canterbury Portfolio Thermostat Fund; First Security Municipal Bond Fund; Fuller & Thaler BehavioralSmall-Cap Equity Fund; Fuller & Thaler BehavioralSmall-Cap Growth Fund; Fuller & Thaler BehavioralMid-Cap Value Fund; Hedeker Strategic Appreciation Fund; Meritage Growth Equity Fund; Meritage Value Equity Fund; Meritage Yield-Focus Equity Fund; and Preserver Alternative Opportunities Fund (each, a “Fund” and collectively, the “Funds”).

Shareholders of Record of each of the Funds as of the close of business on May 1, 2008 will be entitled to notice of and to vote at the Meeting or any adjournment thereof. A Proxy Statement and proxy card solicited by the Trust are included herein. The Notice of Meeting, Proxy Statement, and accompanying form of proxy are being mailed to shareholders on or about May 8, 2018.

PLEASE VOTE BY TELEPHONE OR VIA THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD, THUS AVOIDING UNNECESSARY EXPENSE AND DELAY. YOU MAY ALSO EXECUTE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING

By Order of the Board of Trustees,

Dina A. Tantra

President and Chief Executive Officer

Capitol Series Trust

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IMPORTANT INFORMATION TO HELP YOU UNDERSTAND THE PROPOSAL

We encourage you to carefully read the entire text of the Proxy Statement. In the paragraphs below, we provide you with a brief overview of the Proxy Statement using aquestion-and-answer format.

Why am I receiving these materials?

You are receiving these materials because on May 1, 2018, you owned shares of one or more series (each a “Fund” and together the “Funds”) of Capitol Series Trust (the “Trust”) overseen by the Trust’s Board of Trustees (the “Board”), as listed below. The enclosed document is a proxy statement concerning the election of nominees to the Board. As a shareholder of a Fund, you are being asked to elect four nominees to the Board, who will serve with two Trustees previously elected by Shareholders. One of the nominees is a current Trustee who was elected by the Board but not by Shareholders, and the other three nominees would become new members of the Board. The Board unanimously recommends that you vote in favor of electing the four nominees.

Shareholders of the following Funds of the Trust are voting on these matters:

Canterbury Portfolio Thermostat Fund

First Security Municipal Bond Fund

Fuller & Thaler BehavioralSmall-Cap Equity Fund

Fuller & Thaler BehavioralSmall-Cap Growth Fund

Fuller & Thaler BehavioralMid-Cap Value Fund

Hedeker Strategic Appreciation Fund

Meritage Growth Equity Fund

Meritage Value Equity Fund

Meritage Yield-Focus Equity Fund

Preserver Alternative Opportunities Fund

Why am I being asked to vote on this proposal?

Under the Investment Company Act of 1940, as amended (the “1940 Act”), the Board may appoint trustees without a shareholder election only if, immediately after such appointment, at leasttwo-thirds of the Trustees then in office have been elected by Fund shareholders. Because only two of the three current Trustees have been elected, the planned addition of three new Trustees, as approved by the Board at a Board meeting that took place on March7-8, 2018, requires shareholder approval under the 1940 Act.

What role does the Board play generally?

The Trustees serve as representatives of the Shareholders of each Fund and are generally responsible for governance and oversight of each Fund that operates as part of the Trust. The Trustees are fiduciaries and have an obligation to serve the best interests of Shareholders. The Trustees meet several times throughout the year to review the Funds’ performance, oversee the Funds’ operations, consider policy changes, and review and approve contractual arrangements between the Funds and companies that provide services to them, including each Fund’s investment adviser.

Who are the nominees for election or reelection to the Board?

The Board proposes that the following current Interested Trustee be elected to serve as an Interested Trustee of the Trust:

Robert G. Dorsey

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Additionally, the Board proposes that the following three nominees be elected to serve as new Independent Trustees of the Trust:

John C. Davis

Lori Kaiser

Janet Smith Meeks

What is the required vote to approve the Proposal?

In order to conduct the Meeting to elect the Trustee nominees, we must have a quorum present by proxy or in person. A quorum is a majority of the outstanding shares entitled to vote. To elect a nominee, an affirmative vote of more than half of the total votes cast is required. Each whole share is entitled to one vote as to any matter on which it is entitled to vote, and each fractional share shall be entitled to a proportionate fractional vote. Shares of the Funds will be aggregated across all Funds in determining the results of the voting on the Proposal.

Where do I find information about the voting process?

Instructions for the proper execution of the proxy card, as well as instructions on how to vote by telephone or over the internet, are set forth at the end of the proxy statement. If you still have questions, you may call Okapi Partners, our proxy solicitor, toll-free at1-877-869-0171.

How do I vote my shares?

You may vote by telephone or on the internet, by mailing your proxy card, or in person at the Meeting. To vote by telephone or the internet, please follow the instructions listed on your proxy card. If you wish to vote by mail, please indicate your voting instructions on the enclosed proxy card, sign and date the proxy card, and return the proxy card by mail in the postage-paid envelope provided. If you will attend the Special Meeting and vote in person, please let us know by calling toll-free at1-877-869-0171.

How does the Board recommend that I vote?

After careful consideration, the Board unanimously recommends that you vote “FOR” the Proposal.

IMPORTANT NOTICE: Please cast your vote via telephone or over the internet according to the voting instructions contained in the Notice of internet Availability of Proxy Materials (the “Availability Notice”) previously sent to you or at the end of the accompanying proxy statement or, if you have requested and received a proxy card by mail, you may vote by completing, signing and returning the accompanying proxy card in the envelope provided.

YOUR RESPONSE IS IMPORTANT

Please return this proxy whether or not you expect to be present at the Meeting. In order to conduct the meeting, we must have a quorum present by proxy or in person. A quorum is a majority of the outstanding shares entitled to vote.

Your proxy card provides three options, “yes,” “no,” and “abstain.” If you mark the “Yes” box or even if you simply sign and date the proxy card and return it in the envelope provided, your shares will be voted FOR the proposal. For the proposals to be approved, a plurality of the shares must be voted “Yes.” That is, we must receive more yes votes than no votes. You may also vote by telephone or via the internet using the instructions shown on the enclosed proxy card.

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PLEASE READ AND COMPLETE THE ENCLOSED PROXY

To ensure your representation at the meeting, you may vote in one of four ways – by phone, by the internet, by mailing your proxy card, or in person at the Meeting. To vote by telephone or the internet, please follow the instructions listed on your proxy card. To vote by mail, please indicate your voting instructions on the enclosed proxy card, sign and date the proxy card, and return the proxy card by mail in the postage-paid envelope provided. If you will attend the Special Meeting and vote in person, please let us know by calling toll-free at1-877-869-0171. As mandated by law, even if you return your signed and dated proxy you have two options to change your mind: (1) you may revoke your proxy and vote your shares in person, should you decide to attend the meeting in person; (2) you can change your vote by sending a Proxy with a later date, either via the internet, by telephone, or by mail.

If you simply sign and date the proxy card but do not indicate a specific vote, your shares will be voted FOR the proposal and to grant discretionary authority to the three persons named as Proxy.

The Board of Trustees unanimously recommends that you vote “YES” to the Proposals.

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Capitol Series Trust

225 Pictoria Drive, Suite 450

Cincinnati, Ohio 45246

SPECIAL MEETING OF SHAREHOLDERS

To Be Held June 19, 2018

PROXY STATEMENT

Introduction

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of Capitol Series Trust (the “Trust”), for use in connection with the solicitation of proxies to be used at the Special Meetingspecial meeting of shareholders of each of the Trust (the “Meeting”Fuller & Thaler Funds listed above (each a “Fund” or a “Fuller & Thaler Fund”, and together the “Funds” or the “Fuller & Thaler Funds” ) to be held on June 19, 2018 at 9:September 30, a.m., Eastern Time and at any adjournments thereof.2021 (the “Meeting”). The purpose of the meeting is:Meeting is to seek approval from the shareholders of each Fund of a new investment advisory agreement (“New Advisory Agreement”) between the Trust, on behalf of each Fund, and Fuller & Thaler Asset Management, Inc. (“Fuller & Thaler” or “Adviser”). There are six proposals to approve the New Advisory Agreement, one for each Fuller & Thaler Fund.

1. To elect four Trustee nominees

Shareholders of record of each Fund at the close of business on the record date, established as of August 9, 2021 (the “Record Date”), are entitled to notice of, and to vote at, the Special Meeting. We anticipate that the Notice of Special Meeting of Shareholders, this proxy statement, and the proxy card (collectively, the “proxy materials”) will be mailed to shareholders beginning on or about September 1, 2021.

Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to be Held on September 30, 2021
The Notice of Meeting, Proxy Statement and Proxy Card
are available at www.proxyvote.com

Please read the proxy statement before voting on the proposal as it relates to the Board;Fund(s) in which you were invested as of the Record Date. If you need additional copies of this proxy statement or proxy card, please contact the Funds at 1-888-912-4562 or contact your financial intermediary or financial adviser directly. Shareholder questions and additional information may be directed to Broadridge at 1-800-574-5943. Broadridge representatives are available to answer your call Monday through Friday, 9:00 a.m. to 10:00 p.m. Eastern Time. Additional copies of this proxy statement will be delivered to you promptly upon request.

2. To transact such other business as may properly come before

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For a free copy of each Fund’s annual report for the meetingfiscal year ended September 30, 2020, or any adjournmentsthe most recent semi-annual report, please contact the Trust at 1-888-912-4562 or postponements thereof.write to the Fuller & Thaler Funds, c/o Ultimus Fund Solutions, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

These proposals apply to

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DESCRIPTION OF PROPOSALS 1-6
APPROVAL OF NEW MANAGEMENT AGREEMENT

Background

Shareholders of each of the following Fuller & Thaler Funds are being asked to approve a new advisory agreement as it relates to each Fund (“New Advisory Agreement”):

Fuller & Thaler Behavioral Small-Cap Equity Fund (“Small-Cap Equity Fund”)

Fuller & Thaler Behavioral Small-Cap Growth Fund (“Small-Cap Growth Fund”)

Fuller & Thaler Behavioral Mid-Cap Value Fund (“Mid-Cap Value Fund”)

Fuller & Thaler Behavioral Unconstrained Equity Fund (“Unconstrained Equity Fund”)

Fuller & Thaler Behavioral Small-Mid Core Equity Fund (“Small-Mid Core Equity Fund”)

Fuller & Thaler Behavioral Micro-Cap Equity Fund (“Micro-Cap Equity Fund”)

The New Advisory Agreement is with the Fund’s current Adviser, Fuller & Thaler. Regulatory requirements relating to an anticipated business transaction involving the Adviser, as described below, are expected to cause a termination of the existing advisory agreement between the Adviser and each of the Funds (“Current Advisory Agreement”) by the end of the second quarter of 2022. Shareholder approval of the New Advisory Agreement with respect to each Fund will allow the Adviser to continue to provide advisory services to that Fund.

No changes are contemplated to the investment advisory services that Fuller & Thaler will provide to each Fund or the advisory fees that Fuller & Thaler will paid for those services, and all other terms and conditions of the New Advisory Agreement (other than differences one would expect such as the effective dates) are substantively identical to those of the Current Advisory Agreement.

Current Advisory Agreement

Fuller & Thaler currently serves as the investment adviser to each of the Fuller & Thaler Funds pursuant to single advisory agreement with the Trust that pertains to all six Funds (the “Current Advisory Agreement”). Fuller & Thaler has served as the Adviser to each Fund since their inception, and no changes to that role are contemplated by the Proposals. The Adviser is responsible for providing the day-to-day management of each Fund’s portfolio under the general oversight of the Trust’s Board. The Adviser provides those services pursuant to the Current Advisory Agreement, which became effective with respect to the Small-Cap Equity Fund on October 21, 2015; with respect to the Small-Cap Growth Fund and Mid-Cap Value Fund on December 13, 2017; and with respect to the Unconstrained Equity Fund, Small-Mid Core Equity Fund, and Micro-Cap Equity Fund on December 19, 2018.

The Trust’s Current Advisory Agreement with Fuller & Thaler with respect to the Funds was last approved by shareholders of the Small-Cap Equity Fund on December 14, 2015; by shareholders of the Small-Cap Growth Fund and Mid-Cap Value Fund on December 14, 2017; and by shareholders of the Unconstrained Equity Fund, the Small–Mid Core Equity Fund, and Micro-Cap Equity Fund on December 18, 2018. The renewal of the Current Advisory Agreement as it relates to each of the Fuller & Thaler Funds was most recently approved by the Trust’s Board and its Independent Trustees voting separately at its December 9 - 10, 2020 Board meeting called specifically for that purpose. For the fiscal year ended September 30, 2020, Fuller & Thaler received advisory fees for each of the Funds that were subject to the application of an operating expenses limitation agreement (“Current OELA”). However, because the expense ratio of the Small-Cap Equity Fund ran below the expense ratio limitation for that Fund and each of its share classes under the Current OELA, the Adviser was not required to waive any fees or reimburse any expenses for that Fund.

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Change of Control Transaction

The Investment Company Act of 1940 (“1940 Act”) is the primary statute regulating the operations of mutual funds. Under section 15(b) of the 1940 Act, investment advisory services may be provided to a mutual fund only if pursuant to the terms of a written contract that meets certain formal requirements, including that: (i) the agreement is approved by the vote of a majority of the fund’s outstanding shares prior to its initial use; (ii) after the agreement’s initial term of no more than two years, its continuation is approved at least annually by the fund’s board of trustees and their independent trustees voting separately; and (iii) the agreement provides, in substance, that it will terminate automatically upon its “assignment.” A transaction that results in a change of control of an investment adviser constitutes an “assignment” that automatically terminates the investment advisory agreement. Because the 1940 Act presumptively defines a beneficial owner of a greater than 25% voting interest in an adviser as a control person of that adviser, and also presumptively defines a beneficial owner of 25% or less of a adviser’s voting interests as not a control person of such company¹, a transaction that moves an owner’s beneficial ownership interest in a mutual fund adviser from above 25% to below 25% is generally deemed to be a change in control that constitutes an assignment of a mutual fund advisory agreement and results in its termination.

The solicitation of shareholder votes on Proposals 1-6 is required because of a proposed change of control at Fuller & Thaler that will result from a long-planned transaction involving Fuller & Thaler’s founder, Dr. Russell J. Fuller, CFA. The Adviser has informed the Trust of the following facts. Dr. Fuller, who currently serves as the President of Fuller & Thaler and as the Chairman of its Board of Directors, founded Fuller & Thaler in 1993, and initially beneficially owned 100% of the Company’s voting interests. Since 1999, Fuller & Thaler, with Dr. Fuller’s concurrence, has regularly and systematically redistributed Dr. Fuller’s shares to other key employees of the Company. Since 1999, Dr. Fuller has reduced his beneficial interest in the Company to its current level of 25.1%. Ownership interests of the 10 shareholders of Fuller & Thaler other than Dr. Fuller currently range from 4.0% to 10.1% of the Company’s voting interests. The Company is and always has been 100% beneficially owned by employees.

Dr. Fuller now intends to sell a portion of his remaining 25.1% beneficial ownership interest in Fuller & Thaler back to the Company (the “Transaction”), which will result in him then beneficially owning a 21.1% voting interest. The Company does not expect to issue any voting interests to current or new shareholders in conjunction with the Transaction, nor will Dr. Fuller’s title as President of the Company and Chairman of its Board change as a result of the Transaction. Because the 1940 Act presumptively defines a beneficial owner of a greater than 25% voting interest in a company as a control person of that company, and also presumptively defines a beneficial owner of 25% or less of a company’s voting interests as not a control person of such company, the Transaction will result in a change of control of Fuller & Thaler. That change in control in turn will constitute an assignment of the Current Advisory Agreement as it relates to each Fund, resulting in its termination. To ensure continuation of the advisory services that Fuller & Thaler provides to each Fund, shareholders of each Fund are being asked to approve the New Advisory Agreement as it relates to that Fund.

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If Proposals 1-6 are approved by shareholders of each of the Funds and the Transaction is consummated, Fuller & Thaler will serve as the investment adviser to each Fuller & Thaler Fund for an initial two-year period from the effective date of the New Advisory Agreement. The change of control of Fuller & Thaler is not expected to have any material impact on Fuller & Thaler’s business or operations or the day-to-day portfolio management of the Funds. The New Advisory Agreement and the Current Advisory Agreement are identical in all material respects other than the dates of effectiveness and execution. Similarly, the operating expenses limitation agreement currently in effect with respect to each Fund (“Current OELA”) is identical in all material aspects to the new operating expenses limitation agreement approved by the Board at its July 23, 2021 Special Meeting (“New OELA”). Finally, the experienced high-quality portfolio management teams responsible for each Fund will remain exactly the same.

Information About the Funds

Each Fuller & Thaler Fund is a series of the Trust. The Trust (each, a “Fund”is an open-end management investment company organized an Ohio Business Trust. Fuller & Thaler, located at 411 Borel Avenue, Suite 300, San Mateo, California 94402, is each Fund’s Investment Adviser. The Funds’ administrator, transfer agent, and collectively, the “Funds”). The Meeting will be held at the offices of the Trust’s administrator,fund accountant is Ultimus Asset Services,Fund Solutions, LLC (“Ultimus”) located at 225 Pictoria Drive, Suite 450, Cincinnati, OhioOH 45246. Ultimus Fund Distributors, LLC (the “Distributor”), also located at 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246, is the exclusive agent for distribution of shares of the Funds. The NoticeDistributor is a wholly owned subsidiary of Meeting, Proxy Statement,Ultimus. Shares of the Funds are offered to the public on a continuous basis.

Information About Fuller & Thaler

Fuller & Thaler is 100% beneficially owned by employees and accompanying formregistered as an investment adviser with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of proxy are being mailed1940, as amended. As of June 30, 2021, Fuller & Thaler had assets under management and advisement of approximately $16.8 billion. Fuller & Thaler provides investment management and advisory services to shareholders on or about May 8, 2018.investment companies, individuals, charitable organizations, pension plans, companies, and other organizations. Fuller & Thaler is currently controlled by Dr. Russell J. Fuller.

The following table sets forth the name, position and principal occupation of each current principal executive officer and Board member of Fuller & Thaler, each of whom can be contacted through Fuller & Thaler’s principal office location.

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The investment objective of each of the Fuller & Thaler Funds is the same – long-term capital appreciation. Fuller & Thaler subadvises one other mutual fund with the same investment objective - Undiscovered Managers Behavioral Value Fund, subadvised for J.P. Morgan Asset Management (“Undiscovered Managers Fund”).

Undiscovered Managers Behavioral Value Fund

*	J.P. Morgan Asset Management and/or its affiliates have contractually agreed to waive fees and/or reimburse expenses to the extent total annual fund operating expenses (excluding acquired fund fees and expenses other than certain money market fund fees as described below, dividend and interest expenses related to short sales, interest, taxes, expenses related to litigation and potential litigation, expenses related to trustee elections, and extraordinary expenses) exceed 1.30%, 1.80%, 1.05% and 0.90% of the Boardaverage daily net assets of Trustees,
Dina A. Tantra
PresidentClass A, Class C, Class I, and Class L Shares respectively. The Undiscovered Managers Fund may invest in one or more money market funds advised J.P Morgan Asset Management or its affiliates (affiliated money market funds). The fund’s adviser, shareholder servicing agent, and/or administrator have contractually agreed to waive fees and/or reimburse expenses in an amount sufficient to offset the respective net fees each collects from the affiliated money market funds on the fund’s investment in such money market funds for this Share Class. These waivers are in effect through 10/31/21, at which time it will be determined whether such waivers will be renewed or revised.

Purpose

Fuller & Thaler as subadvisor to the Undiscovered Managers Fund has not to date been contractually required to waive fees and or reimburse expenses with respect to the fund, although it has waived fees voluntarily. However, a new subadvisory agreement is being presented to shareholders of Meetingthe Undiscovered Managers Fund, in a proxy vote related to the same change in control issues involving Fuller & Thaler that precipitated this proxy, that would contractually require Fuller & Thaler to waive fees paid to it by J.P. Morgan Asset Management, the fund’s adviser, in an amount equal to 2/3 (66.7%) of the fees that the adviser is required to waive and/or the expenses that the adviser is required to reimburse under its operating expenses limitation agreement with the Undiscovered Managers Fund.

Impact of the Transaction on the Funds’ Advisory Agreement

Shareholders of each Fuller & Thaler Fund are being asked to approve the New Advisory Agreement. Under the 1940 Act, the consummation of the change-in-control Transaction will constitute an “assignment” (as defined in the 1940 Act) of the Current Advisory Agreement. As required under the 1940 Act, the Current Advisory Agreement provides for its automatic termination in the event of its assignment. Accordingly, the Current Advisory Agreement will terminate upon the consummation of the Transaction.

The Meeting is being calledTransaction will not consummated unless and until the shareholders of every Fuller & Thaler Fund have approved the New Advisory Agreement, and shareholders of the Subadvised Fund have approved a new subadvisory agreement for that fund. If such approvals are not obtained, the Board will take such actions as it deems necessary and appropriates in the best interests of shareholders of each Fund.

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Section 15(f) the 1940 Act

The Board has been advised that the Transaction will be structured to elect four Trustee nomineescomply with the safe harbor provisions of Section 15(f) of the 1940 Act in that Fuller & Thaler has agreed that, following the closing of the Transaction, it will use reasonable best efforts to enable the requirement of Section 15(f) to be met. Section 15(f) provides a non-exclusive safe harbor whereby an owner of an investment adviser to an investment company (such as the Fund) may receive payment or benefit in connection with the sale of an interest in the investment adviser if two conditions are satisfied.

The first condition of Section 15(f) ) specifies that, during the three-year period immediately following consummation of the Transaction, at least 75% of a Fund’s Board of Trustees must not be interested persons of Fuller & Thaler or the Trust as defined in Section 2(a)(19) of the 1940 Act. Currently, the Board meets this 75% requirement and anticipates that it will continue to meet this requirement for the required three-year period.

The second condition of Section 15(f) specifies that no “unfair burden” may be imposed on the investment company as a result of the transaction relating to the Board. The Board knowschange of no business other thancontrol, or any express or implied terms, conditions or understandings. An “unfair burden” includes any arrangement after the electionsale of Trustees that will be presented for consideration.

Eligibility to Vote

Only shareholdersthe interest in the investment adviser where the investment adviser (or predecessor or successor adviser), or any of record of a Fund atits “interested persons” (as defined in the close of business on May 1, 2018 (the “Record Date”) are1940 Act), receive or is entitled to vote atreceive any compensation, directly or indirectly, (i) from any person in connection with the Meeting and any adjournments thereof. Information aboutpurchase or sale of securities or other property to, from or on behalf of the numberinvestment company (other than bona fide ordinary compensation as principal underwriter for the investment company), or (ii) from the investment company or its shareholders (other than fees for bona fide investment advisory or other services). Relevant to this second condition, in connection with the Transaction, Fuller & Thaler has agreed to contractually enter into a new operating expenses limitation agreement with the Trust, on behalf of outstanding shareseach of the Funds as(“New OELA”), the terms of which are identical to the Current OELA between Fuller & Thaler and the Trust (“Current OELA”). A copy of the Record Date,New OELA is set forthattached as Exhibit B. Both the Current OELA and the New OELA require Fuller & Thaler to waive its advisory fees and reimburse expenses of each Fund to the extent necessary to ensure that the total each shares class of each Fund’s total annual operating expenses do not exceed a specified percentage of the Fund’s average daily net assets. Under both the Current Expense Limitation Agreement and the New Expense Limitation Agreement, the term “Fund Operating Expenses” includes the aggregate expenses of every character, including but not limited to investment advisory fees of the Adviser (but excluding (i) interest (other than custodial overdraft fees and expenses associated with a Fund’s participation in Exhibit A.

Each full sharean alternative liquidity program), (ii) taxes, (iii) brokerage fees and commissions, (iv) other extraordinary expenses not incurred in the ordinary course of a Fund’s business, (v) dividend expense on short sales and (vi) indirect expenses such as acquired fund fees and expenses incurred by a Fund counts as one vote,in any fiscal year). Also, under both the Current OELA and fractional shares count as fractional votes. Sharesthe New OELA, Fuller & Thaler is entitled to seek recoupment of all Fundsany advisory fees waived or expenses reimbursed for a period of 36 months from the date the fee waiver or expense reimbursement first occurred, less any reimbursement previously paid by such Fund to the Adviser with respect to such waivers, reductions, and payments, provided that the Adviser will be counted togetherentitled to reimbursement if the reimbursement payment does not cause the Fund to exceed the Operating Expense Limit currently in determiningeffect as well as any expense limitation in effect at the resultstime the reimbursement is made. The Current OELA is in effect through January 31, 2022 while the New OELA will remain in effect at least through January 31, 2023. Based on information provided to the Board, the Board anticipates that no “unfair burden” will be imposed upon the Funds for the relevant two-year period.

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Terms of the voting.Current Advisory Agreement and the New Advisory Agreement

A copy of the New Advisory Agreement is attached as Exhibit A. The following description is a summary that discusses all relevant and material terms of that agreement. However, you should refer to Exhibit A for the full text of the New Management Agreement. There shall beare no cumulative voting.

Votingdifferences between the terms of the New Advisory Agreement and the Current Advisory Agreement with respect to services provided by Proxy

The Board urges youFuller & Thaler, and the Agreements are identical with respect to vote by either: (1) completing, signing, dating and returning the enclosed proxy card(s) in the postagemanagement fees paid envelope provided; (2) calling (toll-free), the telephone number on your proxy card; or (3) logging onto the internet address on your proxy card.

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The Board has named Dina A. Tantra, Tiffany R. Franklin, and Matthew J. Miller as proxies, and their names appear on your proxy card(s). By signing and returning your proxy card(s)Services Rendered by the Adviser to the Trust, you are appointing those personsFunds. Both the New Advisory Agreement and the Current Advisory Agreement require Fuller & Thaler to vote for you atassume all investment duties and have full discretionary power and authority with respect to the Meeting. If you fillinvestment of the assets of each Fund. Without limiting the generality of the foregoing, both the New Advisory Agreement and the Current Advisory Agreement require the Adviser, with respect to the assets of each Fund, to: (i) obtain and evaluate such information and advice relating to the economy, securities markets, and securities and other investments as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest Fund assets in a manner reasonably consistent with the directions and return your proxy card(s) inpolicies set from time to vote, one of the appointed proxies will vote your shares as you have directed on your proxy. If you sign and return your proxy card(s), but do not make specific choices, one of the appointed proxies will vote your shares in favor of the proposal. Returning your proxy card(s) will not affect your right to attend the Meeting and vote in person.

At the time this Proxy Statement was printed,by the Board was not aware ofand any amendments thereto (“Board Policies”), the Organic Documents, the Prospectus, the Procedures (the Board Policies, the Organic Documents, the Prospectus, and the Procedures, collectively, the “Governing Documents”), and any other matterwritten guidelines or restrictions agreed to in writing by the Trust and the Adviser with respect to a Fund that are not inconsistent with the Governing Documents (the “Adviser Guidelines”), each as promptly provided to the Adviser by the Trust; (iii) determine the securities and other investments to be acted upon atpurchased, sold or otherwise disposed of and the Meetingtiming of such purchases, sales and dispositions; (iv) vote all proxies for securities owned by a Fund and exercise all other thanvoting rights with respect to such securities in accordance with the Proposal discussedproxy voting policies and procedures approved by the Board; (vi) promptly issue settlement instructions to custodians designated by the Trust on behalf of each Fund; (vii) evaluate the credit worthiness of securities dealers, banks and other entities with which the Trust, on behalf of each Fund, may engage in this Proxy Statement.

If you appoint a proxy by signingrepurchase agreements and returning your proxy card(s), you can revoke that appointment at any time before it is exercised. You can revoke your proxy by sending in another proxy with a later date, either viamonitor the internet, by telephone, by mail, or by appearing in person atstatus of such agreements; and (viii) take such further action, including, the Meeting.

Voting in Person

If you wishplacing of purchase and sale orders, selecting broker-dealers to attend the Meetingexecute such orders on behalf of each Fund, negotiating commission rates to be paid to broker-dealers, opening and vote in person, please indicate your intention to attend by contacting us at1-877-869-0171. If you have already voted by proxy and wish to vote in person instead, you will be given an opportunity to do so during the Meeting. If you attend the Meeting, but your shares are heldmaintaining trading accounts in the name of your broker, bank,each Fund, and executing for each Fund, as its agent and attorney-in-fact, standard institutional customer agreements with broker-dealers, each as the Adviser shall deem necessary or other nominee, you must bringappropriate, in its sole discretion, to carry out its duties under the Agreement.

Advisory Fee. Both the New Advisory Agreement and Current Advisory Agreement contain identical fee structures. Both agreements provide that Fuller & Thaler shall be entitled to receive a contractual advisory fee from each Fund in accordance with you a letter fromthe following fee schedule:

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Duration and Termination. Both the New Advisory Agreement and the Current Advisory Agreement provide that nominee stating that you are the beneficial ownerthey will become effective with respect to as of the shares ondate first written in the Record Date and authorizing you to vote.

Vote Required to Approve Election ofagreement after the requisite approval Independent Trustees

Assuming a quorum is present at the Meeting, election of each of the listed nominees for Trustee of the Trust will require the affirmativeBoard by vote of a plurality of the votes cast at the Meeting. A plurality of affirmative votes means that there are more votes for the proposal than there are voter against it. A quorum is a majority of the Fund’s outstanding shares entitledvoting securities if required by the 1940 Act or applicable staff interpretations thereof. Both agreements provide that they shall remain in effect for a Fund for two years from the effective date and thereafter for successive periods of one year, subject to vote. All proxies received, including proxiesannual approval by Board’s Independent Trustees or Shareholders as required by the 1940 Act. Both the New Advisory Agreement and the Current Advisory Agreement also provide however, that reflect (i) brokernon-votes (i.e., shares held in record nameif the continuation of broker-dealers or nomineesthe Agreement as to which (a) instructions area Fund is not providedapproved, the Adviser may continue to render to that Fund the services described in the Advisory Agreement in the manner and to the extent permitted by applicable law.

Both the New Advisory Agreement and the Current Advisory Agreement provide that the Advisory Agreement may be terminated immediately by the beneficial owners or the persons entitled to vote, and (b) the broker-dealer or nominee does not have discretionary voting power), or (ii) abstentions, will be counted as shares that are present for purposes of establishing a quorum.

The Board recommends that the Shareholders of the Trust vote “FOR” the election of the four Trustee nominees.

If a quorum is not present at the Meeting, the persons named as proxies may propose adjournment to permit further solicitation of proxies with respect to a Fund if the proposals.Board, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Adviser under this Agreement fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Advisers Act. In such circumstances, the Adviser is given the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice.

Adjournments

The appointed proxiesBoth the New Advisory Agreement and the Current Advisory Agreement also permit the termination of the agreement by either party at any time by written notice of at least 60 days to the other party. Action by the Trust to terminate the Agreement may propose to adjourn the Meeting,be taken either in order to solicit additional proxies(i) by vote of a majority of its Independent Trustees, or for other purposes. If there is a proposal to adjourn the Meeting,(ii) by the affirmative vote of a majority of the outstanding shares present at the Meeting, in person or by proxy, is required to approve the adjournment.

Whom to Call with Questions

Please call Okapi Partners, our proxy solicitor, toll-free at877-869-0171 with any questions you may have relating to this Proxy Statement.Also, at your request, at no charge, the Trust on behalf of its various series will send you a copy of its most recent annual report and any subsequent semi-annual report, which will be sent to you within three (3) business days of receipt of your request. Please contact Ultimus Asset Services, LLC in writing at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 or call the number listed below to request such reports. Your request should specify the Fund or Funds whose financial reports you wish to receive.

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PROPOSAL 1: ELECTION OF TRUSTEE NOMINEES

Background

The Board of Trustees is currently comprised of the following three Trustees: Independent TrusteeTrust. Under both the Current Advisory Agreement and Board Chair Walter B. Grimm; Independent Trustee Mary M. Morrow; and Interested Trustee Robert G. Dorsey. Mr. Grimm and Ms. Morrow have been Trustees since the Trust’s inception 2013. Mr. Dorsey has been a Trustee since 2016.

The Trust’s Nominating Committee, comprisedNew Advisory Agreement, termination of the Trust’s Independent Trustees, is responsible for selecting and nominating persons for electionAgreement by either party pursuant to the Board as and when vacancies occur or are reasonably anticipated, or in the event that the Board determines it should expand. Nominees are presented by the Nominating Committee to the Board for election, or are nominated for election by shareholders, as applicable. A copy of the Nominating Committee Charter (the Charter”)referenced contractual provisions is attached as Exhibit B.

At a Board Meeting held on March7-8, 2018, the Board, based on a recommendation from the Trust’s Nominating Committee, unanimously agreed to increase the number of Trustees on the Board from 3 to 6. In addition, the Nominating Committee unanimously recommended, with the approval of the Board, the nomination of four individuals to serve as Trustees, subject to approval by the Trust’s shareholders. Shareholders of the Trust are consequently now being asked to vote on a proposal to elect all four Nominees. Upon their election as Trustees by the Trust’ shareholders, John C. Davis, Lori Kaiser, and Janet Smith Meeks will each serve as a new Independent Trustee. Robert G. Dorsey will continue to serve as an Interested Trustee.

As reflected in the Nominating Committee Charter, nominees to serve as Trustees for the Trust must satisfy certain mandatory qualifications requirements. In particular, nominees must: (a) display the highest personal and professional ethics, integrity and values; (b) have the ability to exercise sound business judgment; (c) have relevant expertise and experience and be highly accomplished in his or her field(s) of expertise; (d) be able to and intend to commit the time necessary to perform the duties of a Trustee (i.e. candidates must be willing to actively prepare for and participate in person in all Board meetings and related activities); and (e) be capable of serving as a Trustee for a substantial period (e.g. at least 5 years). In addition, Independent Trustee Nominees must not be an “interested persons” as defined by the 1940 Act, and must not have accepted any consulting, advisory, or other compensatory fee from the Trust (other than fees for serving on the Board or any committees of the Board). In addition, each Interested Trustee candidate must possess extensive knowledge of and/or responsibility for the operations of the Trust.

Under the Charter, the Nominating Committee may, but is not required to, consider proposed Trustee nominees who are recommended or suggested by persons other than Committee members, including Fund management, independent auditors, Trust Counsel and Fund shareholders. The Nominating Committee may also employ an executive search firm or other third party to identify qualified candidates. Under the current Policy for the Consideration of Trustee Nominees, adopted by the Nominating Committee and approved by the Board, the Committee does not consider nominees for Trustees submitted by Shareholders.

In practice, the Nominating Committee identifies Trustee candidates based on recommendations from Trust management, Trustees, Trust Counsel and other sources. The Nominating Committee’s process does not vary depending upon the source of the recommendation. After reviewing a nominee candidate’s qualifications, the Nominating Committee members may meet with the nominee candidate either individually or as a group and then discuss the nominee candidate with the other Nominating Committee members. The Board has not adopted a formal diversity policy. However, when soliciting nominees for Trustee positions, the Nominating Committee makes efforts to identify and solicit qualified candidates with diverse backgrounds, including diversity of ethnicity, race, and gender, as well as diversity in professional experiences and skill sets.

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With respect to the selection of the particular nominees who were approved by the Nominating Committee and recommended to the Board, the process was as follows. Ultimus Fund Solutions, LLC, the Trust’s sponsor and (through its wholly-owned subsidiaries) a service provider to many mutual fund families, maintains an extensive list, updated periodically, of potential trustee candidates, comprised of a diverse group of individuals from both within and outside the mutual fund industry. After soliciting names of additional potential trustee candidates from each of the Trustees, from Trust Management, and from Trust counsel, the Committee requested that Dina Tantra, the Trust’s current President and Chief Executive Officer, and Robert Dorsey, Interested Trustee, update Ultimus’ list and provide the Committee with a list of recommended candidates for the Committee’s consideration. Ms. Tantra and Mr. Dorsey thereafter narrowed the field of candidates to approximately fifteen, and provided the Committee with resumes of each of these individuals in the Fall of 2017. The Committee then considered these candidates and narrowed the list to five individuals. At the Committee’s request, Ms. Tantra then conducted preliminary telephonic interviews with each of the five candidates, one of whom had been recommended by Trust counsel, one by Mr. Dorsey, and three by Ms. Tantra. Again at the Committee’s request, Ms. Tantra and Mr. Dorsey thereafter hadin-depth interviews with each of the five candidates, four in person and one by telephone, and then recommended Mr. Davis, Ms. Kaiser and Ms. Meeks to the Committee as potential nominees. Subsequently, prior to a Trust Board meeting that took place on March7-8, 2017, the Committee members interviewed Mr. Davis, Ms. Kaiser and Ms. Meeks in person (joined by Ms. Tantra, and Mr. Dorsey for a portion of each interview), after which the Nominating Committee recommended that each of them be nominated to serve as Independent Trustees, subject to shareholder approval. The full Board subsequently concurred in this recommendation.

Mr. Dorsey originally recommended Mr. Davis to the Committee. Ms. Tantra originally introduced Ms. Kaiser and Ms. Meeks to the Committee, and, together with Mr. Dorsey, also recommended them for nomination. Mr. Dorsey, a current Interested Trustee who was appointed by the Board and not elected by shareholders, was not subject to the recommendationpayment of any penalty. Finally, both the New Advisory Agreement and nomination process utilizedthe Current Advisory Agreement provide that the Advisory Agreement shall terminate immediately upon its assignment.

Payment of Expenses. Under both the New Advisory Agreement and the Current Advisory Agreement, Fuller & Thaler is responsible for paying its own expenses in connection with rendering the identical services it is required to provide under each Agreement. In addition, the Adviser is responsible under each Agreement for: (i) each Fund’s organizational expenses (unless reimbursement from the Trust is requested pursuant to Section 4(b) of the Agreement); (ii) the costs of any special Board meetings or shareholder meetings convened for the primary benefit of, and specifically requested by, the Committee and the Board.

Section 16(a) of the Investment Company Act provides that no person shall serve as a Trustee of a registered investment company unless elected to that officeAdviser (unless such cost is otherwise allocated by the holdersBoard); (iii) any costs of liquidating or reorganizing a Fund if the outstanding voting securities of such company, at an annualliquidation or a special meeting duly called for that purpose; except that vacancies occurring between such meetings may be filled in any otherwise legal manner if immediately after filling any such vacancy at leasttwo-thirds of the Trustees then holding office shall have been elected to such office by the holders of the outstanding voting securities of the company at such an annual or special meeting. To ensure continued compliance with the forgoing requirement, shareholders are being asked at this Meeting to elect the Nominees. The term of office of each Nominee will be until the Trustee dies, resigns,reorganization is removed, or, if sooner, until the next meeting of shareholders called for the purpose of electing Trustees and until the Trustee’s successor is elected and qualified. Each Nominee has indicated a willingness to serve as a member of the Board of Trustees, if elected. If any of the Nominees should not be available for election, the persons named as proxies (or their substitutes) may vote for other persons in their discretion. However, management has no reason to believe that any Nominee will be unavailable for election.

Background and other information regarding the Trustees, the Nominees and the Fund’s officers is set forth below.

The Board of Trustees Generally

Article 3 of the Trust’s Agreement and Declaration of Trust as amended (“Trust Declaration”), authorizes the Trustees to determine the number of Trustees on the Board, and to increase or decrease the number of Trustees to a number other than the number previously determined. As noted above, the Board currently consists of three Trustees.

The Board oversees the management of the Trust and meets quarterly to review reports about the Trust’s operations, or more frequently if necessary. The Board provides broad supervision over the affairs of the Trust,

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and appoints the officers of the Trust to actively supervise the Fund’sday-to-day operations. Subject to the Investment Company Act and applicable Ohio law, the Trustees may fill vacancies in the Board and may increase or reduce or reduce the number of Board members, as they deem appropriate. The Trustees may also appoint from their own number and establish (and terminate) an executive committee or other committee, which may exercise the powers and authority of the Board to the extent that the Trustees determine. The Trustees may, in general, delegate such authority as they consider desirable to any committee, except those which by law, by the Declaration of Trust, or by the Trust’sBy-Laws may not be delegated. Except as the Trustees may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Trustees or in such rules, its business shall be conducted so far as possible in the same manner as is provided by the Trust’sBy-Laws for the Trustees themselves

Each Trustee serves as a Trustee during the lifetime of the Trust until its termination or until such Trustee retires, either voluntarily or as a result of reaching the mandatory retirement age of 78 (which may be extended for up to two years in an emeritusnon-voting capacitymade at the pleasure and request of the Adviser (unless such cost is otherwise allocated by the Board),; (iv) amendments to the Registration Statement (other than amendments implemented in connection with the annual Registration Statement update) or until he/she dies, resigns, orsupplements to the Prospectus as specifically requested by the Adviser (collectively, “Updates”) (unless such cost is removed, whicheverotherwise allocated by the Trust’s Board); and (v) the dissemination of such Updates (unless such cost is sooner. The Trustees may elect their own successorsotherwise allocated by the Board). Under both the New Advisory Agreement and may appoint Trustees to fill vacancies, providedthe Current Advisory Agreement, the Adviser is also responsible on a monthly basis for any operating expenses that immediately after filling a vacancy, at leasttwo-thirdsexceed the agreed upon expense limit of the Trustees then holding office shall have been electedCurrent OELA and will continue to be responsible for such officeoperating expenses under the New OELA, which is identical in its terms to the Current OELA.

Under both the New Advisory Agreement and the Current Advisory Agreement, the Trust is responsible for and assumes the obligation for payment of all Trust expenses not waived, assumed or agreed to be paid by the Shareholders at an annual or special meeting. If at any time less than a majority of the Trustees then holding office were so elected, the Trustees must cause a meeting of Shareholders to be held for the purpose of electing Trustees to fill any existing vacancies as promptly as possible, and in any event within the period required by the 1940 Act.

Any vacancy or anticipated vacancy on the Board resulting from any reason, including without limitation the death, resignation, retirement, removal or incapacity of any of the Trustees, or resulting from an increase in the number of Trustees by the Trustees may (but so long as there are at least three remaining Trustees, need not unless required by the 1940 Act) be filled either by a majority of the remaining Trustees through the appointment in writing of such person(s) as the remaining Trustees in their discretion shall determine (unless a shareholder election is required by the 1940 Act) or by the election by the Shareholders, at a meeting called for the purpose. Such appointment or election shall be effective upon the written acceptance of the person named therein to serve as a Trustee, and the agreement by such person to be bound by the provisions of this Declaration of Trust, except that any such appointment or election in anticipation of a vacancy to occur by reason of retirement, resignation, or increase in number of Trustees to be effective at a later date shall become effective only at or after the effective date of said retirement, resignation, or increase in number of Trustees.

Subject to and except as otherwise provided in the Securities Act of 1933, as amended, and the 1940 Act, the Trust indemnifies each of its Trustees and Officers against all liabilities,Adviser, including but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to amounts paid in satisfactionthe administrator under an agreement between the administrator and the Trust; (iii) expenses of judgments, in compromise or as finesissuance, transfer, repurchase and penalties,redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, dividends on short sales, and other fees and expenses including reasonable accountants’ and counsel fees, incurred by such Trustee or Officer in connection with borrowings or the defense oracquisition, holding, and disposition of any action, suit orsecurities and other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Trustee or Officer may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reasoninvestments; (v) premiums of being or having been such a Trustee or Officer. However, no Trustee or Officer is indemnified against any liability toinsurance for the Trust, or its Shareholders to which such Trustee or Officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Trustee’s or Officer’s office.

Information Regarding the NomineesTrustees and Officers of the Trust.

The Nominating Committeeofficers, and the Board have considered each Nominee’s experience, qualifications, attributes and skills in light of the Board’s function and the Trust’s business and structure, and have determined that each Nominee possesses experience, qualifications, attributes and skills that will enable the Nominee to be an effective member of the Board. Set forth in the table below is a summary of the specific experience, qualifications, attributes and/or skills for each Nominee. The Nominating Committee and the Board have

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determined that each of the Nominees’ careers and background, combined with their interpersonal skills and general understanding of financial and other matters, will enable the nominees to effectively participate in and contribute to the Board’s functions and oversight of the Trust. References to the qualifications, attributes and skills of Nominees are pursuant to requirements of the U.S. Securities and Exchange Commission, do not constitute holding out the Board or any Nominee as having any special expertise or experience, and shall not impose any greater responsibility on any such person or on the Board by reason thereof.

Nominees

Independent Trustees

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Following is a list of the Nominees and Trustees, as well as Officers of the Trust as of April 30, 2018. The business address of each Trustee and Officer is 225 Pictoria Drive, Columbus, OH 45246. Among the Trustees, Walter B. Grimm and Mary M. Morrow are Independent Trustees. Robert G. Dorsey is both an Interested Trustee¹ and, because he has not been previously approved by shareholders, an Interested Trustee Nominee. John C. Davis, Janet Smith Meeks, and Lori Kaiser are Independent Trustee Nominees, meaning that none of them is considered to be an “interested person” of the Trust under the 1940 Act.

Independent Trustee Nominees

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Interested Trustee Nominee (Current Trustee):

Current Trustees. The following table provides information regarding the current Independent Trustees.

Officers. The following table provides information regarding the Trust’s Officers.

Principal Officers who are not Trustees:

The principal officers of the Trust who are not Trustees are listed below along with a brief statement of their principal occupations during the past five years and any positions held with affiliates of the Trust. The term of service of each officer is indefinite.

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Compensation of Trustees

Under current compensation arrangements, the Trust pays each Independent Trustee a flat fee of $20,000 annually, to be paid in four quarterly installments of $5000. In addition, the Audit Committee Chair receives an additional $1000 annual fee, payable quarterly installment of $250. Independent Trustees are also paid $1000 for in person Special Meetings. Fees for telephonic special meetings range from $250 per trustee to $1000 per trustee, depending on the length of the meeting.

Set forth below is the annual compensation paid to the Independent Trustees by the Trust on an aggregate basis during the calendar year ending December 31, 2017. No Interested Trustee or officer receives compensation from the Trust, although all Trustee and officer travel expenses incurred to attend Board and committee meetings are reimbursed. Trustees’fidelity bond premiums; (vi) fees and Trustee and officer reimbursable travel expenses are Trust expenses and each Fund incurs its share of such expenses, which are allocated among the Funds in such manner as the Trustees determine to be fair and equitable. For information regarding compensation paid by each of the Funds to the Trustees during each Fund’s most recent fiscal year, please see Exhibit E.

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Information Concerning Trust Committees

The Board has established three standing committees – an Audit Committee, a Valuation Committee, and a Nominating Committee, each of which is discussed in greater detail below. Each of these Committees includes all of the Independent Trustees.

The Audit Committee, comprised solely of the Trust’s Independent Trustees, is responsible for overseeing the Trust’s accounting and financial reporting policies and practices, internal controls and, as appropriate, the internal controls of certain service providers; overseeing the quality and objectivity of financial statements and the independent audits of the financial statements; and acting as a liaison between the independent auditors and the full Board. As part of its oversight responsibilities, the Audit Committee reviews reports provided bythird parties, including the Trust’s independent accountant, by service providers to the Trust,public accountant(s), custodian, transfer agent, dividend disbursing agent and by Trust counsel. The Audit Committee generally meets at least annually with respect to each Fundfund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in the Trust.

The Valuation Committee, comprisedtrade associations; (ix) telecommunications expenses; (x) funds’ transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of all of the Trustees,maintaining the Trust’s Presidentexistence; (xiii) costs of preparing, filing and Chief Executive Officer, andprinting the Trust’s Treasurerprospectuses, subscription application forms and Executive Officer, is responsible for overseeing the valuation of the securitiesshareholder reports, advertising materials, and other assetscommunications and liabilitiesdelivering them to potential or existing record and beneficial shareholders; (xiv) expenses of each Fund inmeetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the Trust pursuant to the Trust’s Valuation Procedures. In discharging these oversight responsibilities, the Valuation Committee: approves and periodically reviews its Charter and the Trust’s Valuation Procedures; establishes, in accordance with the Valuation Procedures, the fairnet asset value of all securities and other assets of the Trust for which there are no current market quotations or for which quotations are considered inaccurate or unreliable; and (3) considers all fair value pricing methodologies proposed by investment advisers to Trust series, and approves such methodologies before they can be implemented. The Valuation Committee meets on an as needed basis.

The Nominating Committee, comprised solely of the Trust’s Independent Trustees, is responsible for identifying and nominating Trustee candidates to the full Board. A copy of the Nominating Committee Charter (the Charter”) is attached as Exhibit B. Under the Charter, the Nominating Committee may, but is not required to, consider proposed Trustee nominees who are recommended or suggested by persons other than Committee members, such as Fund management, independent auditors and Fund shareholders. Under the current Policy for the Consideration of Trustee Nominees, adopted by the Nominating Committee and approved by the Board, the Committee does not consider nominees for Trustees submitted by Shareholders. The Nominating Committee also meets on an as needed basis.

Each of the Committees report directly to the Board. The Board has determined the inclusion of all Independent Trustees as members of the Audit Committee, Nominating Committee and Valuation Committee allow all such Trustees to participate in the full range of the Board’s oversight duties, including oversight of risk management processes.

Please see Exhibit F for information on the number of times the Board’s standing committees met during each Fund’s most recently completed fiscal year.

Board Leadership Structure

The overall management and affairs of the Trust are supervised by the Board. The Trustees are fiduciaries and are governed by the laws of the State of Ohio in this regard. The Board establishes policies for the operation of

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the Trust and appoints the officers who conduct the daily business of the Trust. The Board provides oversight over the management and operations of the Trust. Theday-to-day responsibility for the management and operation of the Trust is the responsibility of various officers and service providers to the Trust and its individual series, such as each Fund’s adviser, distributor, administrator, custodian, and transfer agent. The Board approves all significant agreements between the Trust and its service providers, including the agreements with the advisers, distributors, administrators, custodian and transfer agent. The Board has appointed various individuals of certain of these service providers as officers of the Trust, with responsibility to monitor and report to the Board on the Trust’sday-to-day operations. In all cases, the role of the BoardShares and of any individual Trustee is onepreparing tax returns; (xvi) costs of oversightreproduction, stationery, supplies and not of management of theday-to-day affairs of the Trustpostage; (xvii) fees and its oversight role does not make the Board a guarantor of the Trust’s investments, operations or activities.

The Board has structured itself in a manner that it believes allows it to effectively perform its oversight function. The Board is currently comprised of two Independent Trustees – Mr. Walter Grimm and Ms. Mary Morrow – and one Interested Trustee – Mr. Robert G. Dorsey. Mr. Grimm is Chairman of the Board. Accordingly,two-thirds of the members of the Board are Independent Trustees who are not affiliated with any investment adviser to the Trust or their respective affiliates or other service providers to the Trust or any Trust series.

The Independent Trustees have engaged their own independent legal counsel to provide advice on regulatory, compliance and other topics. In addition, the Board has engaged on behalf of the Trust a full-time Chief Compliance Officer (“CCO”), who is responsible for overseeing compliance risks. He reports to the Board at least quarterly any material compliance items that have arisen, and annually provides to the Board a comprehensive compliance report outlining the effectiveness of compliance policies and procedures of the Trust and its service providers. As part of the CCO’s risk oversight function, the CCO seeks to understand the risks inherent in the operations of the Trust’s series and their advisers andsub-advisers. Periodically the CCO provides reports to the Board that: (a) assess the quality of the information the CCO receives from internal and external sources; (b) assess how Trust personnel monitor and evaluate risks; (c) assess the quality of the Trust’s risk management procedures and the effectiveness of the Trust’s organizational structure in implementing those procedures; (d) consider feedback from and provide feedback regarding critical risk issues to administrative and advisory personnel responsible for implementing risk management programs; and (e) consider economic, industry, and regulatory developments, and recommend changes to the Trust’s compliance programs as necessary to meet new regulations or industry developments.

The Trustees hold regular meetings on a quarterly basis, typically lasting 1 or 2 days. Trustees also participate in special meetings and conference calls as needed. In addition to Board meetings, Trustees may participate in teleconferences to review and discuss materials related to the approval and periodic continuation of advisory andsub-advisory contracts, including meeting with advisers andsub-advisers whose contracts are up for renewal at the next regularly scheduled Board meeting. Legal counsel to the Trust provides quarterly reports to the Board regarding legal and regulatory developments. On a quarterly basis, the Trustees review and discuss some or all of the following compliance and risk management reports relating to the each series of the Trust: (a) Fund Performance/Morningstar Report/Portfolio Manager’s Commentary; (b) Code of Ethics reviews; (c) NAV Errors, if any; (d) Distributor Compliance Reports; (e) Timeliness of SEC Filings; (f) Dividends and other Distributions; (g) Brokerage Reports, including List of Executing Brokers for each Fund, Brokerage Commissions Paid and Average Commission Rate; (h) Review of12b-1 Payments; Multiple Class Expense Reports; (i) Anti-Money Laundering/Customer Identification Reports; (j) Administrator and CCO Compliance Reports; and (k) Market Timing Reports.

From time to time, one or more members of the Board may also meet with Trust officers in less formal settings, between formal Board meetings, to discuss various topics.

The Board reviews its structure regularly in light of the characteristics and circumstances of the Trust, including the number of funds that comprise the Trust; the variety of asset classes that those funds reflect; the net assets of the Trust; and the distribution arrangements the funds. At least annually, the Trustees conduct a self-assessment of the

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Board’s and each individual Trustee’s effectiveness in overseeing the Trust. Based upon its assessment, the Board determines whether additional risk assessment or monitoring processes are required with respect to the Trust or any of its service providers.

Based on the qualifications of eachexpenses of the Trust’s Trustees and officers the risk management practices adopted(xviii) costs of Board, Board committee and other corporate meetings; (xix) SEC registration fees and related expenses; (xx) state, territory or foreign securities laws registration fees and related expenses; (xxi) all fees and expenses paid by the Board,Trust in accordance with any Plan; and (xxii) all other costs of its operations including a regular review of several complianceany extraordinary and operational reports,non-reoccurring expenses including litigation, proceedings, claims and indemnification obligations to its trustees, officers, and service providers, except as herein otherwise prescribed.

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Finally, under both the New Advisory Agreement and the committee structure adoptedCurrent Advisory Agreement, to the extent that the Adviser pays fees with respect to a Fund, in addition to any distribution or servicing fees paid by the Board,Fund, to a third party, including without limitation banks, broker-dealers, financial advisors, or pension administrators, for sub-administration, sub-transfer agency or any other servicing or distribution services, the Adviser sis required to report such payments (and to which third parties) regularly to the Trust.

Brokerage and Best Execution. Under both the Current Advisory Agreement and New Advisory Agreement, the Adviser’s primary consideration in effecting transactions on behalf of each Fund is to seek best execution. In selecting broker-dealers to execute transactions, the Adviser may take the following, among other things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of each Fund on a continuing basis. The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the execution services offered.

Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable regulations and interpretations, the Adviser may allocate brokerage on behalf of each Fund to a broker-dealer who provide research services. Subject to compliance with Section 28(e), the Adviser may cause each Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission each Fund might have paid to a different broker-dealer for the same transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Adviser’s overall responsibilities to each Fund or its other advisory clients.

The Adviser may aggregate sales and purchase orders of the assets of each Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund and one or more other accounts advised by the Adviser, the orders must be allocated as to price and amount among all such accounts in a manner believed to be equitable and consistent with its fiduciary obligations to the Fund and such other accounts.

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Limitation on Liability and Indemnification. Under both the New Advisory Agreement and the Current Advisory Agreement, the Adviser agrees to indemnify the Trust, believes that its leadership is appropriate.

Qualifications of Trustees

Amongeach Fund and the attributesTrust’s officers, trustees, employees, affiliates and agents (each, a “Trust Indemnitee”) for, and to defend and hold each Trust Indemnitee harmless from, all losses, costs, damages and expenses (including reasonable legal fees) (incurred by the Trust Indemnitee and arising from or skills common to all Trustees are their ability to critically review, evaluate, question and discuss information provided to them, to interact effectivelyin connection with the other Trustees, Fund Management,performance of the Advisers, other service providers, counselAgreement and resulting from the independent registered public accounting firm, and to exercise effective and independent business judgmentAdviser’s bad faith, willful misfeasance, or negligence in the performance of theirits duties under this Agreement, the Adviser’s reckless disregard of its duties or obligations under the Agreement, or the breach of its fiduciary duty to the Trust under federal securities laws or state laws; provided, however, no such indemnification shall be required to the extent that the Losses result from the Trust’s bad faith, willful misfeasance, or negligence in the performance of its duties under this Agreement or the Trust’s reckless disregard of its duties or obligations under this Agreement.

Under both the New Advisory Agreement and the Current Advisory Agreement, the Trust agrees to indemnify the Adviser, its officers, directors, employees, affiliates and agents (each, an “Adviser Indemnitee”) for, and to defend and hold each Adviser Indemnitee harmless from all Losses incurred by the Adviser Indemnitee and arising from or in connection with the performance of its duties under this Agreement; provided, however, no such indemnification shall be required to the extent that the Losses result from the Adviser’s bad faith, willful misfeasance, or negligence in the performance of its duties under this Agreement or a Subadvisory Agreement, the Adviser’s reckless disregard of its duties or obligations under this Agreement or a Subadvisory Agreement, or the Adviser’s breach of its fiduciary duty under federal securities laws and state law.

Board Approval of the New Advisory Agreement

The Board approved the New Advisory Agreement at a meeting called specifically for that purpose held on July 23, 2021 (the “July Meeting”). Prior to the July Meeting, the Board received and considered information from Fuller & Thaler and the Trust’s administrator designed to provide the Board with the information necessary to evaluate the approval of the New Advisory Agreement (“Support Materials”). In addition, at the July Meeting, representatives of Fuller & Thaler met with the Board and Counsel to the Independent Trustees telephonically to discuss the Transaction and the New Advisory Agreement. Before voting to approve the New Advisory Agreement as Trustees. Each Trustee’s abilityin the best interest of the Fund and its shareholders, the Board reviewed the Support Materials with Trust management and with counsel to perform his or her duties effectively has been attainedthe Independent Trustees and discussed a memorandum from such counsel discussing the legal standards for the Board’s consideration of the New Advisory Agreement. In approving the New Advisory Agreement, the Board considered substantially the same factors as it considered in approving the renewal of the Current Advisory Agreement, which occurred at the Board’s meeting on December 9-10, 2020, in addition to new information regarding the Transaction and updated performance and expense information for the Funds through June 30, 2021, provided by the Adviser and by Morningstar, through the Trustee’s business, consulting, public service, professional and/Fund’s Administrator. This information formed the primary basis for the Board’s determinations.

In determining whether to approve the New Advisory Agreement with respect to the Fuller & Thaler Funds, the Trustees considered all factors they believed relevant, including the following: (1) the nature, extent, and quality of the services provided by Fuller & Thaler with respect to the Fuller & Thaler Funds; (2) the cost of the services provided and the profits realized by Fuller & Thaler from services rendered to the Trust with respect to the Fuller & Thaler Funds, both individually and collectively; (3) comparative fee and expense data for the Fuller & Thaler Funds and other investment companies with similar investment objectives; (4) the extent to which economies of scale may be realized as each Fund grows, and whether the advisory fees for each Fund reflects such economies of scale for each Fund’s benefit; and (5) other financial benefits to Fuller & Thaler resulting from services that it renders to the Fuller & Thaler Funds. In their deliberations, the Trustees did not identify any information that was all-important or academic positionscontrolling.

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After having received and through experiencereviewed the Support Materials, as well as quarterly investment performance, compliance, operating, and distribution reports from serviceFuller & Thaler for the Fuller & Thaler Funds since each Fund’s inception, the Trustees determined that they had all the information they deemed reasonably necessary to make an informed decision about the approval of the New Advisory Agreement. The Trustees discussed the facts and factors relevant to their consideration and approval of the New Advisory Agreement, which incorporated and reflected their knowledge of Fuller & Thaler’s ongoing services to the Fuller & Thaler Funds. The Trustees noted the inclusion of fee and performance comparisons of the Fuller & Thaler Funds to each Fund’s respective Morningstar peer group category and to a custom peer group previously created by Broadridge. Taking such information into account, including the Trustees’ discussion with representatives of Fuller & Thaler at the July Meeting as a board memberwell as the Board’s review of the Support Materials provided in connection with the approval of the New Advisory Agreement, the Board concluded that the overall arrangements between the Trust and the other funds in the Trust (and/or in other capacities, including for any predecessor funds), other registered investment companies, public companies, and/ornon-profit entities or other organizations. Each Trustee’s abilityFuller & Thaler with respect to perform his or her duties effectively also has been enhanced by his or her educational background, professional training, and/or other life experiences. The specific experience, qualifications, attributes and/or skills that led to the conclusion that a Trustee or Nominee should serve as a Trustee of the Trust areeach Fuller & Thaler Fund, as set forth in the tables above.Investment Advisory Agreement, are fair and reasonable in light of the services Fuller & Thaler performs, the investment advisory fees that each Fuller & Thaler Fund pays and such other matters as the Trustees considered relevant in the exercise of their reasonable judgment. The material factors and conclusions that formed the basis of the Trustees’ determination to approve the New Advisory Agreement are summarized below.

Nature, Extent and Quality of Services Provided.The Board has determinedTrustees considered the scope of services that Fuller & Thaler provides under the New Advisory Agreement with respect to each Fund, noting that such services include but are not limited to the following: (1) investing each Fund’s assets consistent with the Fund’s investment objective and investment policies; (2) determining the portfolio securities to be purchased, sold or otherwise disposed of and the timing of such transactions; (3) voting all proxies with respect to each Fund’s portfolio securities; (4) maintaining the required books and records for transactions that Fuller & Thaler effects on behalf of each Fund; and (5) selecting broker-dealers to execute orders on behalf of each Fund. The Trustees noted no changes to the services that Fuller & Thaler currently provides to the Fuller & Thaler Funds under the terms of the Investment Advisory Agreement. The Trustees considered Fuller & Thaler’s capitalization and its assets under management. The Trustees further considered the investment philosophy and experience of each Fund’s portfolio management team, including the firm’s expertise in behavioral finance and proprietary behavioral finance investment process, which is a key component of each Fund’s investment strategy. In addition, the Trustees noted the compliance services, marketing, distribution, and client relationship services that Fuller & Thaler provides on behalf of the Funds. The Trustees compared the performance of each of the Trustees’Fuller & Thaler Funds’ performance to each Fund’s respective benchmark index, Morningstar peer group category and Nominees’ careerscustom peer group previously created by Broadridge. It was noted that while the Board reviewed Morningstar peer group and background, combinedbenchmark performance data compared to all of the applicable share classes offered by each respective Fund, the comparison of each Fund’s Institutional Shares to the Fund’s respective benchmark index, Morningstar peer group category and custom peer group is discussed herein for consistency of presentation and because the Institutional Share Class represents the largest share class and has the longest performance history for each Fund. The Trustees considered that, for the periods indicated:

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Finally, the Trustees took notice of the significant growth of assets in the Fuller & Thaler Funds and the growth of the firm overall. Taking these factors into account, the Trustees concluded that they are satisfied with their interpersonal skillsthe nature, extent and quality of services that Fuller & Thaler will provide to each of the Fuller & Thaler Funds under the New Advisory Agreement.

Cost of Advisory Services and Profitability.

The Trustees considered the annual management fee that the Fuller & Thaler Funds will pay to Fuller & Thaler under the New Advisory Agreement. The Trustees also considered Fuller & Thaler’s profitability from the services rendered to the Fuller & Thaler Funds. The Trustees further considered Fuller & Thaler’s commitment to contractually reduce its management fees and, if necessary, reimburse each Fuller & Thaler Fund’s operating expenses through January 31, 2023, as specified in the New OELA presented in the Board Materials. Lastly, the Trustees noted that Fuller & Thaler subsidizes the costs of distribution services rendered to the Fuller & Thaler Funds in excess of amounts accrued and payable pursuant to the Funds’ Rule 12b-1 Distribution Plan.

Comparative Fee and Expense Data.

The Trustees noted that:

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Economies of Scale.

The Trustees considered whether the Fuller & Thaler Funds may benefit from any economies of scale. The Trustees noted that given the very low management fee of the Fuller & Thaler Small-Cap Equity Fund, fee breakpoints would not be appropriate at the current time. They additionally noted that while the Fund has realized some economies of scale with regard to certain fees and expenses that it bears, the Trustees did not find that any material economies currently exist with respect to the advisory services that Fuller & Thaler provides that would warrant the imposition of breakpoints. The Trustees also noted that it was not appropriate to implement fee breakpoints with respect to the management fees of the other Fuller & Thaler Funds. The Trustees considered that the other Fuller & Thaler Funds are newly organized and that an increase in assets would most likely not decrease the extent of advisory services that Fuller & Thaler would need to provide to the Funds at the present time. The Trustees concluded that the other Fuller & Thaler Funds are not likely to benefit from any economies of scale at this time.

Other Benefits.

The Trustees considered the extent to which Fuller & Thaler utilizes soft dollar arrangements with respect to portfolio transactions, and noted that Fuller & Thaler does utilize soft dollar arrangements consistent with the Section 28(e) safe harbor in connection with the execution of client transactions. They also noted however, that affiliated brokers will not be utilized to execute the portfolio transactions of the Fuller & Thaler Funds. The Trustees concluded that, all things considered, Fuller & Thaler will not receive material additional financial benefits from services rendered to the Fuller & Thaler Funds.

Based on all of the information presented to and other matters, enableconsidered by the Board and the conclusions that it reached, the Board and the Independent Trustees voting separately unanimously approved the New Advisory Agreement for the Fund on the basis that its terms and conditions are fair and reasonable and in the best interests of the Fund and its shareholders.

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For the reasons set forth above, the Board unanimously recommends that shareholders of the Fund vote in favor of Proposals1-6 to approve the New Advisory Agreement with Fuller & Thaler as it relates to each of the Fuller & Thaler Funds.

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INFORMATION CONCERNING OWNERSHIP OF SHARES OF THE FUNDS BY

MANAGEMENT, TRUSTEES AND PRINCIPAL SHAREHOLDERS

Only shareholders of record at the close of business on August 9, 2021 (the “Record Date”), will be entitled to notice of, and to vote at, the Special Meeting. The information discussed below related to beneficial ownership of shares in each of the Fuller & Thaler Funds as of the Record Date by: (1) Trustees and Officers of the of the Fund; (2) Representatives of Fund Management (including the Adviser); (3) shareholders beneficially owning more than 25% of a Fund’s shares (“Control Persons”); and (4) shareholders owning more than 5% of a Fund’s shares (“Principal Shareholders”).

In situations where representatives of Fund management, including the Adviser, beneficially own a large percentage of Fund shares, there is the potential that such owners may influence or even control the outcome of any proposal submitted to Fund shareholders for approval. In such situations, both the Trustees and nominees to effectively participatethe Adviser must evaluate whether there are any conflicts of interest between the representatives of Fund Management and contributeFund shareholders with respect to the Board’s functionsproposals under consideration, and if so, disclose them. With respect to the proposals under consideration, because their approval will not result in any change to the oversightservices that the Adviser will provide to the Fund(s), the personnel involved in providing such services, and the fees that the Adviser will be paid for such services, the Trustees and the Adviser both are of the Trust.view that no such material conflict of interest exists.

Information Regarding Trustees’ Attendance at Board Meetings

During the calendar year ended December 31, 2017: the Board held four regularly scheduled meetings and three special meetings; the Audit Committee and the Valuation Committee each held five meetings; and the Nominating Committee held two meetings. EachFrom time to time, certain shareholders may own a large percentage of the Trustees attended allshares of a Fuller & Thaler Fund. Accordingly, those shareholders may be able to greatly affect (if not determine) the outcome of a shareholder vote. “Control” for this purpose is the ownership of more than 25% or more of a Fund’s voting securities. Under Section 2(a) (9) of the Board Meetings and all of the meetings of each Committee on which1940 Act he or she served.

Independent Trustee Nominees’ Ownership of Interests in, or other Business Relationships with, the Trust’s Advisers or The Trust’s Principal Underwriter

As of April 30, 2018, no current Independent Trustee or nominee for Independent Trustee, nor any of his or her immediate family members, had anybeneficial ownership, position in an Adviser to any series of the Trust, Unified Financial Securities, LLC or Ultimus Fund Distributors, LLC, each the distributor and principal underwriter for certain Trust Series (together the “Principal Underwriter”), or any person (other than a registered investment company)either directly or indirectly, controlling, controlled by, or under common control with an Adviser orof more than 25% of the Principal Underwriter.

No Independent Trustee or nominee for Independents Trustee purchased or soldvoting securities of an Adviser to any seriesa Fund creates a presumption of control of the TrustFund. A controlling shareholder could control the outcome of any proposal submitted to the shareholders for approval.

Shareholders who beneficially own 5% or its affiliates or the Distributor or its affiliates since the beginningmore of the Trust’s most recently completed fiscal year.

Independent Trustee Nominee John C. Davisservedvoting securities of a Fund are characterized by SEC Rules as IndependentTrusteePrincipal Shareholders. Such Shareholders also may also influence the outcome of Ultimus Managers Trust from 2012-2016, and as a Consultantany proposal submitted to the Board of Trustees of Ultimus Managers Trust from 2016 to the present. Like the Trust, Ultimus Managers Trust is a mutual fund family registered under the Investment Company Act of 1940 sponsored by Ultimus Fund Solutions, LLC. It also utilizes the same principal underwriter, Ultimus Fund Distributors, LLC, as the Trust.

22Information concerning beneficial ownership of fund shares in each of these categories for each of the Fuller & Thaler Funds is included Exhibit C.

PROPOSAL2-TO 7 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF

The proxy holders have no current intention to bring any matter before the Meeting other than those specifically referred to above or matters in connection with or for the purpose of effecting such matters. Neither the proxy holders nor the Board of Trustees are aware of any matters which may be presented by others. If any business shall properly come before the Meeting, the proxy holders intend to vote thereon in accordance with their best business judgment.

ADDITIONAL

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VOTING INFORMATION REGARDING SHAREHOLDERS AND VOTING REQUIREMENTS

Record Date. The Board

Who is Eligible to Vote?

Shareholders of Trustees has fixedrecord of each Fund as of the close of business on May 1, 2018 as the Record Date, forare entitled to vote on the determinationproposal or proposals that relate to the Fund at the Special Meeting and any adjournments thereof. Each whole share is entitled to one vote on each matter on which it is entitled to vote, and each fractional share is entitled to a proportionate fractional vote.

Quorum

For a vote on each Proposal to occur at the Special Meeting, there must exist a quorum of the shareholders of the TrustFund to which the Proposal relates. With respect to the Fund, the presence at the Special Meeting, in person or by proxy, of shareholders representing fifty percent of the Fund’s shares outstanding and entitled to noticevote as of the Record Date constitutes a quorum for the Special Meeting. For purposes of determining the presence of a quorum and counting votes on the matter presented, Shares of the Funds represented by abstentions will be counted as present, but not as votes cast, at the Special Meeting. Under the Declaration of Trust, as amended, and the requirements of the 1940 Act, the affirmative vote necessary to approve each of the proposals will be determined with reference to a percentage of shares entitled to vote at the Special Meeting, which would have the effect of treating abstentions as if they were votes against the proposal. It is the Trust’s understanding that because each of the proposals presented for approval at the meeting is a “non-routine” matter, broker-dealers and other intermediaries will not have discretionary authority to vote on the matters expected to be presented at the Special Meeting in the absence of specific authorization from their customers. Consequently, there are unlikely to be any “broker non-votes” at the Special Meeting. “Broker non-votes” would otherwise have the same effect as abstentions (that is, they could be counted as present for purposes of determining the presence of a quorum and would be treated as if they were votes against the proposal).

In the event the necessary quorum to transact business or the vote required to approve the Proposal is not obtained at the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting with respect to the Proposal in accordance with applicable law to permit further solicitation of proxies. Any adjournment of the Special Meeting will require the affirmative vote of the holders of a simple majority of the Fund’s shares cast at the Special Meeting, even if the number of votes cast is fewer than the number required for a quorum, and any adjournment thereof. Aswith respect to the Proposals will require the affirmative vote of the Record Date, there were 43,901,013 Sharesholders of beneficial interesta simple majority of the Trust outstanding. All fullFund’s shares entitled to vote on the Proposal cast at the Special Meeting. The persons named as proxies will vote for or against any adjournment in their discretion.

Vote Required to Pass the Proposals

As provided under the 1940 Act and required by the Current Advisory Agreement, approval of Proposals 1-6 related to the New Advisory Agreement will require the vote of a majority of the outstanding voting securities of each Fund. In accordance with the 1940 Act, a “majority of the outstanding voting securities” of the Fund means the lesser of (a) 67% or more of the shares of the Trust are entitled to one vote, with proportionate voting for fractional shares.

Please see Exhibit CFund present at a shareholder meeting if the tables showing the aggregate dollar rangeowners of each Fund’s Shares and of all series within the Trust, beneficially owned by the Interested Trustee Nominee, each Independent Trustee Nominee and the current Independent Trustees as of April 23, 2018. As of April 23, 2018, all Trustees, Nominees and Officersmore than 50% of the Trust as a group ownedshares of recordthe Fund then outstanding are present in person or beneficially lessby proxy, or (b) more than 1%50% of the outstanding shares of the Trust.Fund entitled to vote at the meeting. Abstentions and broker “non-votes” will have the effect of a “no” vote for purposes of obtaining the requisite approval of the proposal.

Please see Exhibit D

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Proxies and Voting at the Special Meeting

The proxy voting card that is included with these materials identifies the Fund(s) for which you are entitled to vote with respect to the matters under consideration at the Meeting. Shareholders may use the proxy card provided if they are unable to attend the meeting in person or wish to have their shares voted by a proxy even if they do attend the meeting. Any shareholder of the Fund giving a proxy has the power to revoke it prior to its exercise by mail (addressed to the Secretary at the principal executive office of the Trust shown at the beginning of this proxy statement), or in person at the meeting, by executing a superseding proxy or by submitting a notice of revocation to the Fund. In addition, although mere attendance at the Special Meeting will not revoke a proxy, a shareholder present at the Special Meeting may withdraw a previously submitted proxy and vote in person. To obtain directions on how to attend the Special Meeting and vote in person, please call 1-800-574-5943.

All properly executed proxies received in time for the Special Meeting will be voted as specified in the proxy or, if no specification is made, FOR the Proposal referred to in the proxy statement and in the discretion of the persons named as proxies on such procedural matters that may properly come before the Special Meeting. If any other business comes before the Special Meeting, your shares will be voted at the discretion of the persons named as proxies.

Telephonic Voting. Shareholders may call the toll-free phone number indicated on their proxy card to vote their shares. Shareholders will need to enter the control number set forth on their proxy card and then will be prompted to answer a series of simple questions. The telephonic procedures are designed to authenticate a shareholder’s identity, to allow shareholders to vote their shares and to confirm that their instructions have been properly recorded.

Method of Solicitation and Expenses

Broadridge Investor Communication Solutions, Inc. has been retained as proxy solicitor and tabulator. Fuller & Thaler will assist in the solicitation of proxies under a contract with Broadridge. The solicitation of proxies may occur principally by mail, but proxies may also be solicited by telephone, e-mail or other electronic means, facsimile or personal interview. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders’ identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholder’s instructions have been properly recorded.

The cost of preparing, printing and mailing the enclosed proxy card and this proxy statement, and all other costs incurred in connection with the solicitation of proxies, including any additional solicitation made by letter, telephone, facsimile or telegraph is estimated to be $329,860. The cost of solicitation will be borne by Fuller & Thaler. In addition to the solicitation by mail, officers and employees of Fuller & Thaler, who will receive no extra compensation for their services, may solicit proxies by telephone, e-mail or other electronic means, letter or facsimile.

The Funds will not bear any expenses in connection with the Transaction, including any costs of soliciting shareholder approval. Fuller & Thaler has agreed to pay these costs and expenses, and will not seek reimbursement for them from the Funds.

Shareholder Proposals for Subsequent Meetings

The Funds do not hold annual shareholder meetings except to the extent that such meetings may be required under the 1940 Act or state law. Shareholders who wish to submit proposals for inclusion in the proxy statement for a listsubsequent shareholder meeting should send their written proposals to the Trust’s Secretary at its principal office within a reasonable time before such meeting. The timely submission of a proposal does not guarantee its inclusion.

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Householding

If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you would like to receive a separate copy of the Proxy Statement, please call 1-800-574-5943. If you currently receive multiple copies of Proxy Statements or shareholder reports and would like to request to receive a single copy of documents in the future, please call 1-888-912-4562 or write to the Fuller & Thaler Funds, c/o Ultimus Fund Solutions LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.

Other Matters to Come Before the Meeting

No business other than the matters described above is expected to come before the Special Meeting, but should any other matter requiring a vote of shareholders arise the persons reflectednamed as proxies will vote thereon in their discretion according to their best judgment in the interests of each Fund and its shareholders.

21

Exhibit A

CAPITOL SERIES TRUST

FORM OF NEW INVESTMENT ADVISORY AGREEMENT

FULLER & THALER FUNDS

This AGREEMENT is made as of January __, 2022, by and between Capitol Series Trust (the “Trust”), an Ohio business trust, with its principal office and place of business at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio, 45246, and Fuller & Thaler Asset Management, Inc., a California corporation, with its principal office and place of business at 411 Borel Avenue, Suite 300, San Mateo, CA 94402 (the “Adviser”).

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company and may issue shares of beneficial interest (“Shares”), no par value, in separate series;

WHEREAS, the Adviser is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as an investment adviser and is engaged in the business of rendering investment advice and investment management services as an independent contractor; and

WHEREAS, the Trust desires that the Adviser perform investment advisory services for each series of the Trust listed in Appendix A hereto (each a “Fund”), and the Adviser is willing to provide those services on the terms and conditions set forth in this Agreement;

NOW THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, the Trust and the Adviser hereby agree as follows:

SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS

(a) The Trust hereby employs the Adviser, subject to the direction and control of the Board of Trustees of the Trust (“Board”), to manage the investment and reinvestment of the assets in each Fund and to provide other services as specified herein. The Adviser accepts this employment and agrees to render its services for the compensation set forth herein. The Adviser shall for all purposes herein be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or be an agent of the Trust.

(b) In connection therewith, the Trust shall deliver to the Adviser copies of: (i) the Trust’s Agreement and Declaration of Trust and By-laws (collectively, as currently in effect and as amended from time to time, “Organic Documents”); (ii) the Trust’s current Registration Statement filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act with respect to each Fund (as amended from time to time, the “Registration Statement”); (iii) the Trust’s current Prospectus and Statement of Additional Information of each Fund (collectively, as currently in effect and as amended or supplemented, the “Prospectus”); (iv) any shareholder service plan, distribution plan or similar documents adopted by the Trust with respect to each Fund (collectively, and as may be amended from time to time, the “Plans”); and (v) all written policies and procedures adopted by the Trust with respect to each Fund (e.g., repurchase agreement procedures, Rule 17a-7 Procedures and Rule 17e-1 Procedures, collectively, as currently in effect and as amended for time to time, the “Procedures”). The Trust shall furnish the Adviser with all amendments of or supplements to the foregoing.

The Trust shall also deliver to the Adviser: (vi) a certified copy of the resolution of the Board, including a majority of the Trustees who are not interested persons of the Trust, appointing the Adviser and any subadviser (each a “Subadviser”) and approving this Agreement and any subadvisory agreement relating to a Fund (each, a “Subadvisory Agreement”); (vii) a certified copy of the resolution of each Fund’s shareholder(s), if applicable, appointing the Adviser; (viii) a copy of all proxy statements and related materials relating to each Fund; (ix) a certified copy of the resolution of the Trust electing officers of the Trust; and (x) any other documents, materials or information that the Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement.

(c) The Adviser has delivered to the Trust a copy of its: (i) Form ADV as most recently filed with the SEC, (ii) code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code”) and (iii) compliance manual adopted and implemented pursuant to Rule 206(4)-7 under the Advisers Act (the “Compliance Manual”). The Trust acknowledges receipt of the Adviser’s Form ADV, Code, and Compliance Manual.

The Adviser shall promptly furnish the Trust with all amendments of or supplements to the foregoing.

SECTION 2. DUTIES OF THE TRUST

In order for the Adviser to perform the services required by this Agreement, the Trust: (i) shall cause all service providers to the Trust to furnish information to the Adviser and to assist the Adviser as may be reasonably requested by the Adviser; and (ii) shall ensure that the Adviser has reasonable access to all records and documents maintained by the Trust or any service provider to the Trust.

SECTION 3. DUTIES OF THE ADVISER

Subject to the delegation of any of the following duties to one or more persons as permitted by Section 11 of this Agreement, the Adviser, at its own expense, shall render the following services to the Trust:

(a) The Adviser shall assume all investment duties and have full discretionary power and authority with respect to the investment of the assets of each Fund. Without limiting the generality of the foregoing, the Adviser shall, with respect to the assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets, and securities and other investments as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest Fund assets in a manner reasonably consistent with the directions and policies set from time to time by the Board and any amendments thereto (“Board Policies”), the Organic Documents, the Prospectus, the Procedures (the Board Policies, the Organic Documents, the Prospectus, and the Procedures, collectively, the “Governing Documents”), and any other written guidelines or restrictions agreed to in writing by the Trust and the Adviser with respect to a Fund that are not inconsistent with the Governing Documents (the “Adviser Guidelines”), each as promptly provided to the Adviser by the Trust; (iii) determine the securities and other investments to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities owned by a Fund and exercise all other voting rights with respect to such securities in accordance with the proxy voting policies and procedures approved by the Board; (vi) promptly issue settlement instructions to custodians designated by the Trust on behalf of each Fund; (vii) evaluate the credit worthiness of securities dealers, banks and other entities with which the Trust, on behalf of each Fund, may engage in repurchase agreements and monitor the status of such agreements; and (viii) take such further action, including, the placing of purchase and sale orders, selecting broker-dealers to execute such orders on behalf of each Fund, negotiating commission rates to be paid to broker-dealers, opening and maintaining trading accounts in the name of each Fund, and executing for each Fund, as its agent and attorney-in-fact, standard institutional customer agreements with broker-dealers, each as the Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement.

(b) In effecting transactions on behalf of each Fund, the Adviser’s primary consideration shall be to seek best execution. In selecting broker-dealers to execute transactions, the Adviser may take the following, among other things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of each Fund on a continuing basis. The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the execution services offered.

Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable regulations and interpretations, the Adviser may allocate brokerage on behalf of each Fund to a broker-dealer who provide research services. Subject to compliance with Section 28(e), the Adviser may cause each Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission each Fund might have paid to a different broker-dealer for the same transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Adviser’s overall responsibilities to each Fund or its other advisory clients.

The Adviser may aggregate sales and purchase orders of the assets of each Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund and one or more other accounts advised by the Adviser, the orders shall be allocated as to price and amount among all such accounts in a manner believed to be equitable and consistent with its fiduciary obligations to the Fund and such other accounts.

(c) The Adviser shall report to the Board at each meeting thereof as requested by the Board all material changes in each Fund since the prior report, and shall also keep the Board informed of important developments affecting each Fund and the Adviser, on its own initiative, or as requested by the Board, shall furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual investments comprising each Fund’s portfolio, the performance of each Fund’s portfolio or otherwise. The Adviser shall also furnish the Board with such statistical and analytical information with respect to investments of each Fund as the Adviser may believe appropriate or as the Board reasonably may request. In providing investment advisory services pursuant to this Agreement, the Adviser shall comply with: (i) the Board Policies, the Organic Documents, each Fund’s objective, investment policies, and investment restrictions as set forth in the Prospectus, the Adviser Guidelines, and the Procedures, each as promptly provided to the Adviser by the Trust; (ii) the 1940 Act; (iii) the Advisers Act; (iv) the Securities Act; (v) the 1934 Act; (vi) the Internal Revenue Code of 1986, as amended; and (vii) other applicable laws.

(d) The Adviser shall from time to time employ or associate with such persons as the Adviser believes to be particularly fitted to assist in the execution of the Adviser’s duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Trust’s behalf in any such respect.

(e) The Adviser shall report to the Board all matters related to the Adviser that are material to the Adviser’s performance of this Agreement. The Adviser shall notify the Trust as soon as reasonably practicable, and where possible, in advance of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser.

(f) The Adviser shall maintain the Compliance Manual that includes policies and procedures relating to the services it provides to the Trust that are reasonable designed to prevent violations of the federal securities laws as defined in Rule 38a-1 under the 1940 Act (“Federal Securities Laws”) as they relate to each Fund, and shall employ personnel to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge its responsibilities.

(g) The Adviser shall provide the Trust’s chief compliance officer (the “Trust CCO”), upon reasonable request, with direct access to the Adviser’s chief compliance officer and, upon reasonable request, shall provide the Trust CCO, at its own expense, with information the Trust CCO reasonably believes is required to administer the Trust’s compliance program implemented pursuant to Rule 38a-1 under the 1940 Act including, without limitation: (i) periodic reports/certifications regarding the Adviser’s compliance with the Federal Securities Laws and the Adviser’s compliance program as set forth in the Compliance Manual; (ii) special reports in the event of any Material Compliance Matter (as defined in Rule 38a-1 under the 1940 Act); and (iii) periodic reports regarding the Adviser’s compliance with Federal Securities Laws and its compliance program as set forth in the Compliance Manual. Upon the written request of the Trust, the Adviser shall also permit the Trust or its representatives to examine the reports required to be made to the Adviser under the Code.

(h) The Adviser shall maintain records relating to its duties hereunder (including portfolio transactions and placing and allocation of brokerage orders) as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by applicable law, the books and records pertaining to the Trust which are in possession of the Funds as owning of record 5% or moreAdviser shall be the property of the outstanding sharesTrust (the “Trust Records”). The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any classsuch books and records shall be provided promptly by the Adviser to the Trust or its representatives.

(i) The Adviser shall cooperate with each Fund’s independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the performance of the accountants’ duties.

(j) The Adviser shall provide the Trust and each Fund’s custodian and fund accountant on each business day with such information relating to each Fund’s transactions and each Fund’s assets and liabilities as the Trust or each Fund’s custodian and fund accountant may reasonably require, including but not limited to information required to be provided under the Trust’s Valuation and NAV Error Correction Procedures, provided, however, the Adviser shall not be deemed to be the pricing agent for any Fund.

(k) Except as permitted by the Procedures, the Adviser shall not disclose and shall treat confidentially all information specifically relating to each Fund’s investments including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other investments held by each Fund, and any and all trades effected for each Fund (including past, pending and proposed trades). The foregoing shall not in any way restrict the Adviser’s ability to disclose information relating to any Fund assets to the extent that such assets are held in other accounts managed or advised by the Adviser.

(l) The Adviser shall, consistent with the Procedures: (i) cooperate with and provide reasonable assistance to each Fund’s administrator, custodian, fund accountant transfer agent and pricing agents and all other agents and representatives of each Fund; (ii) provide such persons with Fund data as they may reasonably deem necessary to the performance of their obligations to each Fund; and (iii) maintain any appropriate interfaces with each so as to promote the efficient exchange of information.

SECTION 4. COMPENSATION

(a) In consideration of the foregoing, the Trust shall pay the Adviser, with respect to each Fund, a fee at an annual rate as listed in Appendix A hereto. Such fees shall be accrued by the Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to a Fund, the Trust shall pay to the Adviser such compensation as shall be payable prior to the effective date of termination.

(b) The Adviser shall reimburse expenses of a Fund or waive its fees to the extent necessary to maintain a Fund’s expense ratio at an agreed-upon amount for a period of time specified in a separate expense limitation agreement (“Expense Limitation Agreement”). The Adviser’s reimbursement of a Fund’s expenses shall be estimated and paid to the Trust monthly in arrears, at the same time as the Trust’s payment to the Adviser for such month. Any such reductions made by the Adviser in its fees or payment of expenses which are the Fund’s obligation may be subject to reimbursement by the Fund consistent with the terms of the Expense Limitation Agreement.

(c) The fee payable to the Adviser under this Agreement may be reduced to the extent of any receivable owed by the Adviser to the Trust (provided that such obligation is not subject to a good faith dispute) or as required under any operating expense limitation agreement applicable to a Fund.

(d) No fee shall be payable hereunder with respect to that portion of a Fund’s assets which are invested in any other account or investment company for which the Adviser serves as investment adviser or subadviser and for which the Adviser already receives an advisory fee.

SECTION 5. EXPENSES

(a) The Adviser shall pay its own expenses in connection with rendering the services to be provided by it pursuant to this Agreement. In addition, the Adviser shall be responsible for: (i) each Fund’s organizational expenses (unless reimbursement from the Trust is requested pursuant to Section 4(b) of this Agreement); (ii) the costs of any special Board meetings or shareholder meetings convened for the primary benefit of, and specifically requested by, the Adviser (unless such cost is otherwise allocated by the Board); (iii) any costs of liquidating or reorganizing a Fund if the liquidation or reorganization is made at the request of the Adviser (unless such cost is otherwise allocated by the Board); (iv) amendments to the Registration Statement (other than amendments implemented in connection with the annual Registration Statement update) or supplements to the Prospectus as specifically requested by the Adviser (collectively, “Updates”) (unless such cost is otherwise allocated by the Board); and (v) the dissemination of such Updates (unless such cost is otherwise allocated by the Board).

(b) The Trust shall be responsible for and assumes the obligation for payment of all Trust expenses not waived, assumed or agreed to be paid by the Adviser, including but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to the administrator under an agreement between the administrator and the Trust; (iii) expenses of issuance, transfer, repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, dividends on short sales, and other fees and expenses incurred in connection with borrowings or the acquisition, holding, and disposition of securities and other investments; (v) premiums of insurance for the Trust, its Trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust’s independent public accountant(s), custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds’ transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of maintaining the Trust’s existence; (xiii) costs of preparing, filing and printing the Trust’s prospectuses, subscription application forms and shareholder reports, advertising materials, and other communications and delivering them to potential or existing record and beneficial shareholders; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s Trustees and officers (xviii) costs of Board, Board committee and other corporate meetings; (xix) SEC registration fees and related expenses; (xx) state, territory or foreign securities laws registration fees and related expenses; (xxi) all fees and expenses paid by the Trust in accordance with any Plan; and (xxii) all other costs of its operations including any extraordinary and non-reoccurring expenses including litigation, proceedings, claims and indemnification obligations to its trustees, officers, and service providers, except as herein otherwise prescribed.

(c) To the extent that the Adviser pays fees with respect to a Fund, in addition to any distribution or servicing fees paid by the Fund, to a third party, including without limitation banks, broker-dealers, financial advisors, or pension administrators, for sub-administration, sub-transfer agency or any other servicing or distribution services, the Adviser shall report such payments (and to which third parties) regularly to the Trust.

SECTION 6. STANDARD OF CARE

(a) The Adviser shall be responsible for the accuracy and completeness (and shall be liable for any material lack thereof) of any information with respect to the Adviser, its personnel, or a Fund’s strategies contained in the Trust’s offering materials (including the Registration Statement, the Prospectus and advertising and sales materials) or proxy materials if such disclosure has been reviewed and approved by the Adviser.

(b) The Trust shall expect of the Adviser, and the Adviser shall give the Trust the benefit of, the Adviser’s best judgment and reasonable efforts in rendering the services to the Trust contemplated under this Agreement. In performing its duties under this Agreement, the Adviser shall act at all times in the best interests of the Trust and each Fund. The Adviser shall not be liable hereunder to the Trust, any Fund or any Fund shareholders for any mistake of judgment or mistake of law, for any loss arising out of any investment, or for any act or omission taken or in any event whatsoever in the absence of: (i) bad faith, willful misfeasance or negligence in the performance of the Adviser’s duties or obligations under this Agreement or (ii) the Adviser’s reckless disregard of its duties and obligations under this Agreement. The Adviser acknowledges that federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the Trust, a Fund or a Fund’s shareholders may have under applicable federal or state securities laws.

(c) The Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, the administrator, the fund accountant, the custodian or the transfer agent to the Trust unless such errors arise from the Adviser’s providing false or misleading information to such service providers. The Adviser shall not be liable to the Trust, a Fund or any of the Fund’s shareholders for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust (other than a duly authorized Trust officer that is also a member of, affiliated with or interested person of the Adviser, its affiliates, or successors thereto (each an “Advisory Representative”); (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board.

(d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

SECTION 7. INDEMNIFICATION

(a) The Adviser shall indemnify the Trust, each Fund and the Trust’s officers, trustees, employees, affiliates and agents (each, a “Trust Indemnitee”) for, and shall defend and hold each Trust Indemnitee harmless from, all losses, costs, damages and expenses (including reasonable legal fees) (collectively, the “Losses”) incurred by the Trust Indemnitee and arising from or in connection with the performance of this Agreement or a Subadvisory Agreement and resulting from the Adviser’s bad faith, willful misfeasance, or negligence in the performance of its duties under this Agreement or a Subadvisory Agreement, the Adviser’s reckless disregard of its duties or obligations under this Agreement or a Subadvisory Agreement, or the breach of its fiduciary duty to the Trust under federal securities laws or state laws; provided, however, no such indemnification shall be required to the extent that the Losses result from the Trust’s bad faith, willful misfeasance, or negligence in the performance of its duties under this Agreement or the Trust’s reckless disregard of its duties or obligations under this Agreement.

(b) The Trust shall indemnify the Adviser, its officers, directors, employees, affiliates and agents (each, an “Adviser Indemnitee”) for, and shall defend and hold each Adviser Indemnitee harmless from all Losses incurred by the Adviser Indemnitee and arising from or in connection with the performance of its duties under this Agreement; provided, however, no such indemnification shall be required to the extent that the Losses result from the Adviser’s bad faith, willful misfeasance, or negligence in the performance of its duties under this Agreement or a Subadvisory Agreement, the Adviser’s reckless disregard of its duties or obligations under this Agreement or a Subadvisory Agreement, or the Adviser’s breach of its fiduciary duty under federal securities laws and state law.

(c) Upon the assertion of a claim for which a party may be required to indemnify a Trust Indemnitee or an Adviser Indemnity (each, an “Indemnitee”), the Indemnitee must promptly notify the indemnifying party of such assertion, and shall keep the indemnifying party advised with respect to all developments concerning such claim. The indemnifying party shall have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnifying party may be required to indemnify it except with the indemnifying party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; notwithstanding Sections 7(a) and 7(b) hereof, in the event the Indemnitee has not secured such consent from the indemnifying party, the indemnifying party shall have no obligation to indemnify the Indemnitee.

SECTION 8. EFFECTIVENESS, DURATION AND TERMINATION

(a) This Agreement shall become effective with respect to a Fund as of April 23, 2018. As defined underthe date first written above after approval: (i) by a vote of the majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of such party (other than as Trustees of the Trust) cast in person at a meeting called for the purpose of voting on the Agreement, and (ii) if required by the 1940 Act shareholders owning more than 25%or applicable staff interpretations thereof, by vote of a majority of the sharesFund’s outstanding voting securities.

(b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the Trust are considereddate of its effectiveness and shall continue in effect with respect to “control”that Fund for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Trust. Persons controllingBoard or by the Trust can determine the outcomevote of any proposal submitted to the shareholders for approval. As of the April 23, 2018, there are no shareholders who are “control” persons.

Quorum:In order to conduct the Meeting to elect the Trustee nominees, we must have a quorum present by proxy or in person. A quorum is a majority of the outstanding shares entitledvoting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s Trustees who are not parties to vote. To electthis Agreement or interested persons of any such party (other than as Trustees of the Trust) by votes cast in person at a nominee,meeting called for the purpose of voting on such approval; provided, however, that if the continuation of this Agreement as to a Fund is not approved, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law.

(c) This Agreement may be terminated immediately by the Trust with respect to a Fund if the Board, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Adviser under this Agreement fail in a material way to provide responsible management to the Fund as reasonably expected by an affirmativeinvestment adviser, as defined in the Advisers Act; provided that the Adviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice.

(d) This Agreement may also be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of more than halfa majority of the total votes castoutstanding voting securities of the Fund on 60 days’ written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust. This Agreement shall terminate immediately upon its assignment.

SECTION 9. ACTIVITIES OF THE ADVISER

Except to the extent necessary to perform its obligations hereunder, nothing herein shall be deemed to limit or restrict the Adviser’s right, or the right of any of the Adviser’s directors, officers or employees to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other person.

SECTION 10. REPRESENTATIONS OF ADVISER

The Adviser represents and warrants that it: (i) is registered as an investment adviser under the Advisers Act (and shall continue to be so registered for so long as this Agreement remains in effect); (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and shall seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) shall promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (v) shall promptly notify the Trust if the Adviser is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority; (vi) shall promptly notify the Trust of any material fact known to the Adviser regarding or relating to the Adviser that would make any written information provided to the Trust materially inaccurate or incomplete or if any written information becomes untrue in any material respect; (vii) shall promptly notify the Trust if the Adviser suffers a material adverse change in its business that would materially impair its ability to perform its duties under the Agreement; (viii) has adopted and implemented (and shall continue to maintain and implement for so long as this Agreement remains in effect) a Code that complies with the requirements of Rule 17j-1 under the 1940 Act; and (ix) has adopted and implemented (and shall continue to maintain and implement for so long as this Agreement remains in effect) a Compliance Manual that is reasonably designed to prevent violations of Federal Securities Laws by the Adviser, its employees, officers, and agents. For purposes of this paragraph, a “material adverse change” shall include, but shall not be limited to, a material loss of assets or accounts under management or the departure (or threatened departure) of senior investment professionals to the extent such professions are not replaced promptly with professions of comparable experience and quality.

SECTION 11. SUBADVISERS

(a) At its own expense, the Adviser may carry out any of its obligations under this Agreement by employing, subject to the approval, direction and control of the Board, one or more Subadvisers who are registered as investment advisers pursuant to the Advisers Act. The Adviser shall: (i) evaluate, select and recommend Subadvisers to manage all or a portion of a Fund’s assets; (ii) allocate and, when appropriate, reallocate a Fund’s assets among multiple Subadvisers; (iii) terminate any Subadviser; (iv) monitor and evaluate each Subadviser’s performance; and (v) implement procedures reasonable designed to help ensure that Subadvisers, in providing services to a Fund, comply with the Fund’s investment objective, investment policies, and investment restrictions documented in the Board Policies, the Organic Documents, the Prospectus, the Adviser Guidelines, and the Procedures, each as provided to the Adviser by the Trust; the 1940 Act; the Advisers Act, the Securities Act; the 1934 Act; the Internal Revenue Code of 1986, as amended; and other applicable laws. Despite the Advisor’s ability to employ Subadvisers to perform the duties set forth in Section 3 of this Agreement, the Adviser shall retain overall supervisory responsibility for the general management and investment of a Fund’s assets.

The Adviser shall be liable under this Agreement: (i) for its failure to exercise good faith in the employment of a Subadviser; (ii) for its failure to exercise appropriate supervision of a Subadviser; and (iii) as may be otherwise agreed by the Trust and the Adviser in writing.

(b) Subject to the review and approval of the Board, the Adviser may (i) enter into and amend Subadvisory Agreements with new or current Subadvisers; and (ii) replace any Subadviser.

(c) Each Subadviser’s employment shall be evidenced by a separate written agreement approved by the Board and, to the extent required by law or regulation, by the shareholders of each applicable Fund.

SECTION 12. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY

The Trust’s Trustees and each Fund’s shareholders shall not be personally liable for any obligations of the Trust or a Fund under this Agreement, and the Adviser agrees that, in asserting any rights or claims under this Agreement, it shall look only to the assets and property of the Fund to which the Adviser’s rights or claims relate in settlement of such rights or claims, and not to the Trust’s Trustees or that Fund’s shareholders.

SECTION 13. RIGHTS TO NAME

(a) If the Adviser ceases to act as investment adviser to any Fund whose name includes the term “Fuller & Thaler” (the “Mark”) or, if the Adviser requests in writing, the Trust shall take prompt action to change the name of any Fund to a name that does not include the Mark. The Adviser may from time to time make available, without charge, for use by a Fund other marks or symbols owned by the Adviser, including marks or symbols containing the Mark or any variation thereof, as the Adviser deems appropriate (“Other Marks”). Upon the Adviser’s written request, the Trust shall cease to use any Mark or Other Marks. The Trust acknowledges that any rights in the Mark and Other Marks which may exist on the date of this Agreement or arise hereafter are, and under any and all circumstances shall continue to be, the sole property of the Adviser. The Adviser may permit other parties, including other investment companies, to use the Marks and Other Marks without the consent of the Trust. The Trust shall not use the Mark or Other Marks in conducting any business other than that of an investment company registered under the 1940 Act without the consent of the Adviser.

(b) The Adviser shall not use the name of the Trust or a Fund on any checks, bank drafts, bank statements or forms for other than internal use in a manner not approved by the Trust prior thereto in writing; provided however, that the approval of the Trust shall not be required for the use of the Trust’s or a Fund’s name which merely refers in accurate and factual terms to the Trust or a Fund in connection with Adviser’s role hereunder or which is required by any appropriate regulatory, governmental or judicial authority; and further provided that in no event shall such approval be unreasonably withheld or delayed.

SECTION 14: AFFILIATIONS OF PARTIES

Subject to and in accordance with the Organic Documents, the organizational documents of the Funds willAdviser, and the 1940 Act, the Trustees, officers, agents or shareholders of a Fund are or may be aggregated across all Funds in determining the resultsAdvisory Representatives of the voting onAdviser as directors, officers, shareholders, agents, or otherwise and Advisory Representatives are or may be interested persons of the Proposal. VotesTrust as Trustees, officers, agents, shareholders, or otherwise. The Adviser and its affiliates may be interested persons of the Trust. Such relationships shall be governed by the aforementioned governing instruments.

SECTION 15. CONFIDENTIALITY

(a) “Confidential Information” includes Trust Records and all tangible and intangible information and materials being disclosed in connection with this Agreement by one of the parties to “Abstain” willthis Agreement (“Disclosing Party”) to another party to this Agreement (“Receiving Party”), in any form or medium (and without regard to whether the information is owned by a party to this Agreement (each, a “Party”) or by a third party), that satisfy at least one of the following criteria:

(i) information related to a Disclosing Party’s, its respective affiliates’ or its third party licensors’ or vendors’ trade secrets, customers, business plans, procedures, strategies, forecasts or forecast assumptions, operations, methods of doing business, records, finances, assets, technology, software, systems data or other proprietary or confidential business or technical information;

(ii) information designated as confidential in writing by the Disclosing Party or information that the Receiving Party should reasonably know to be information that is of a confidential or proprietary nature; or

(iii) any information derived from, or developed by reference to or use of, any information described in the preceding clauses (i) and (ii);

provided, however, that, notwithstanding the foregoing, the following shall not be considered present for purposesConfidential Information: (iv) information that is disclosed to the Receiving Party without any obligation of determiningconfidentiality by a third person who has a right to make such disclosure; (v) information that is or becomes publicly known without violation of this Agreement by the existenceReceiving Party; or (vi) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information.

(b) Except as expressly provided otherwise herein, each Party shall, during the term of this Agreement: (i) use a level of care no less rigorous than that taken to protect its own Confidential Information of a quorumsimilar nature (but in no event less than a reasonable level of care) to keep confidential, and determiningto prevent any unauthorized disclosure of, any Confidential Information of the other Party, (ii) use such Confidential Information only in connection with this Agreement, (iii) not make any commercial use of such Confidential Information for the benefit of itself or any third party beyond the scope of this Agreement, and (iv) except where required by law, order, or demand of any governmental or regulatory authority, or as required or permitted by this Agreement, not make any such Confidential Information, or parts thereof, available to any third party. If any Party receives a request or demand from a third party to inspect any documents or other hard or electronic materials containing Confidential Information, the Party receiving such a request or demand shall endeavor to notify the applicable Party and to secure instructions to produce the requested Confidential Information from that Party or an authorized person of that Party.

(c) Each Party shall only reproduce another Party’s Confidential Information to a third party to the extent necessary to permit it to meet its obligations under this Agreement, and shall notify the other party promptly if the other Party’s Confidential Information is disclosed in violation of the provisions of this Agreement or is otherwise lost or unaccounted for. Each party shall have the right to disclose another Party’s Confidential Information to its employees, officers, directors/trustees, advisers, attorneys, consultants, vendors, affiliates, and third party service providers (the “Representatives”) who have an obligation to keep such Confidential Information confidential in accordance with the terms of this Agreement or substantially similar terms. Each Party shall be liable for a breach of confidentiality by its Representatives.

(d) The Trust consents to the disclosure by the Adviser to third parties of its investment results from management of a Fund’s assets: (i) as part of composite investment results; or (ii) otherwise, if approved in advanced by the Trust, which such approval shall not be unreasonably withheld. Each Party consents to the disclosure to third parties of its relationship with the other Party, including the value of Trust assets, collectively, managed by the Adviser from time to time.

SECTION 16. CERTIFICATIONS; DISCLOSURE CONTROLS AND PROCEDURES

The Adviser acknowledges that, in compliance with the Sarbanes-Oxley Act of 2002 (“SOX”), and the implementing regulations thereunder, the Trust is required to make certain certifications and has adopted disclosure controls and procedures (“DCP”). To the extent reasonably requested by the Trust, the Adviser agrees to use its commercially reasonable efforts to assist the Trust in complying with SOX and implementing the DCP. The Adviser agrees to inform the Trust of any material developments relating to the services it provided under this Agreement that the Adviser reasonably believes is relevant to the Trust’s certification obligations under SOX.

SECTION 17. MISCELLANEOUS

(a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both Parties hereto and, if required by the 1940 Act, by a vote of a majority of the outstanding voting securities of each Fund.

(b) Neither party to this Agreement shall be liable to the other Party for consequential damages under any provision of this Agreement.

(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Ohio; provided, however, that applicable federal law shall apply if such law preempts relevant state law.

(d) This Agreement constitutes the entire agreement between the Parties hereto and supersedes any prior agreement between those Parties with respect to the subject matter hereof, whether oral or written.

(e) This Agreement may be executed by the Parties hereto on any number of shares represented at the meeting. However, votes to abstain are not counted as “yes” votes or no “votes.” Assuming that a quorum is represented, whether a Nominee gets more yes votes than no votes will determine whether the Nominee will be adopted.

If some, but notcounterparts, and all of the Nomineescounterparts taken together shall be deemed to constitute one and the same instrument.

(f) 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.

(g) Section headings in this Agreement are electedincluded for convenience only and are not to be used to construe or interpret this Agreement.

(h) Notices, requests, instructions and communications received by the shareholders, then those Nominees who are not elected by the shareholders will not serve on the Board, and those Trustees who are elected by the shareholders will manage theParties at their respective principal places of business, and affairsas indicated above, or at such other address as a Party may have designated in writing, shall be deemed to have been properly given.

(i) The terms “vote of a majority of the Trust until their successors are electedoutstanding voting securities”, “interested person”, “affiliated person,” “control” and duly qualified. In addition, Trustees who are elected by the shareholders would“assignment” shall have the authority to fill any vacancy onmeanings ascribed thereto in the Board by appointing another Trustee at their discretion. If none1940 Act. Where the effect of a requirement of the Trustees are approved1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the shareholders, thenSEC, whether of special or general application, such provision shall be deemed to incorporate the Board will consider possible alternative arrangements, including filing another proxy statement and submitting another slateeffect of proposed nominees to serve as Trustees.

23(j) Each of the undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf of the Party indicated and that their signature shall bind the Party indicated to the terms hereof and each Party hereto warrants and represents that this Agreement, when executed and delivered, shall constitute a legal, valid and binding obligation of the Party, enforceable against the party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

(k) The provisions of Sections 3(g)-(i), 3(k), 6, 7, the second paragraph of 11(a), 12-13, 15, 16, and 17 shall survive any termination of this Agreement.

ADDITIONAL INFORMATION REGARDING OPERATIONIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written.

EXHIBIT A

CAPITOL SERIES TRUST

FORM OF THENEW INVESTMENT ADVISORY AGREEMENT

FULLER & THALER FUNDS

CAPITOL SERIES TRUST

TheINVESTMENT ADVISORY AGREEMENT

Appendix A

Effective as of January __, 2022

EXHIBIT B

FORM OF NEW OPERATING EXPENSES LIMITATION AGREEMENT

FULLER & THALER FUNDS

THIS AGREEMENT is made and entered into January [__], 2022, by and between Capitol Series Trust (the “Trust”), on behalf of its series portfolios as set forth on Appendix A, (each a “Fund”), and Fuller & Thaler Asset Management, Inc. (the “Adviser”), a California corporation.

WHEREAS, the Trust is anopen-end investment company established Ohio business trust organized under the laws of Ohio by an Agreement and Declaration of Trust dated September 18, 2013 as amended (the “Trust Agreement”). The Trust’s principal executive offices are located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. The Board supervises the business activities of the Trust. Like other mutual funds, the Trust retains various organizations to perform specialized services. Ultimus Asset Services, LLC (“UAS”Instrument”), 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246, UAS serves as Transfer Agent and shareholder services agent, fund accounting agent, and administrator for the Funds, except for the Hedeker Strategic Appreciation Fund, Fuller & Thaler BehavioralSmall-Cap Equity Fund, Fuller & Thaler BehavioralSmall-Cap Growth Fund and Fuller & Thaler BehavioralMid-Cap Value Fund. UAS is a wholly-owned subsidiary of Ultimus Fund Solutions, LLC. Ultimus Fund Solutions, LLC serves as Transfer Agent and shareholder services agent, fund accounting agent, and administrator for the Hedeker Strategic Appreciation Fund, Fuller & Thaler BehavioralSmall-Cap Equity Fund, Fuller & Thaler BehavioralSmall-Cap Growth Fund and Fuller & Thaler BehavioralMid-Cap Value Fund. Unified Financial Securities, LLC, 9465 Counselors Row, Suite 200, Indianapolis, IN 46240 (“Unified”), is the exclusive agent for distribution of shares of each Fund except Hedeker Strategic Appreciation Fund. Ultimus Fund Distributors, LLC (“UFD” and collectively with Unified, the “Distributor”) serves as the principal underwriter for the Hedeker Strategic Appreciation Fund. Both Unified and UFD are wholly-owned subsidiaries of Ultimus Fund Solutions, LLC. Certain officers of the Trust also are officers of the Distributor. As a result, such persons may be deemed to be affiliates of the Distributor.

Canterbury Investment Management, LLC, East Cedar Street, Zionsville, IN 46077, serves as the investment adviser to one Fund.

First Security Fund Advisers, Inc., 521 Pres. Clinton Avenue, Suite 800, Little Rock, AR 72201, serves as the investment adviser to one Fund.

Fuller & Thaler Asset Management Inc., 411 Borel Ave., Suite 300, Mateo, CA 94402 serves as the investment adviser to three Funds.

Hedeker Wealth LLC, One Overlook Point, Suite 610 Lincolnshire, IL 60069, serves as Investment Adviser to one Fund.

Meritage Portfolio Management, Inc., 7500 College Boulevard, Suite 1212, Overland Park, KS 66201, serves as investment adviser to three Funds.

Preserver Partners, LLC, 8700 Trail Lake Drive West, Suite 105, Memphis, TN 83125 serves as investment adviser to one Fund.

OTHER MATTERS

Communications with the Board of Trustees

Shareholders who wish to communicate with the Board with respect to matters relating to the Trust may address their written correspondence to the Board as a whole or to individual Board members, Capitol Series Trust, c/o Ultimus Asset Services, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

Trustee Attendance at Annual Meetings of Shareholders

Pursuant to the Trust’sby-laws, the Trust is not required to hold an annual meeting of shareholders. Because annual meetings are very infrequent, the Trust has not adopted a policy regarding Trustee attendance at any Special Meeting of shareholders. The Trustees do not intend to attend the Meeting.

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Independent Registered Public Accounting Firm

Ernst & Young, LLP (“Ernst & Young”), 800 Yard Street. Suite 200, Grandview Heights, Ohio 43212, has been approved by the Trustees of the Trust as the independent registered public accounting firm of each Fund for the current fiscal year. Ernst & Young also served as the Trust’s independent registered public accounting firm of each Fund for the last fiscal year. The Audit Committee of the Board unanimously recommended the selection of Ernst & Young as the independent registered public accounting firm of each Fund, and the Board unanimously approved such selection, at meetings held throughout the year.

It is not anticipated that a representative of independent registered public accounting firm of each Fund be present at the meeting.

Audit Fees

For information relating to fees billed for professional audit services rendered by Ernst & Young for the audit of the Funds’ annual financial statements for the past two fiscal years and for fees billed for other services rendered by Ernst & Young to each Fund, please see Exhibit G.

The Trust’s Audit Committee has authorized the Audit Committee Chair topre-approve: (1) audit services to the Funds; (2) certainnon-audit services provided to a Fund by its independent registered accounting firm if the fees for any particular engagement are not anticipated to exceed a specified dollar amount; and (3) certainnon-audit services provided by the independent registered public accounting firm to a Fund’s investment adviser (wherepre-approval is required because the engagement relates directly to the operations and financial reporting of a Fund) if the fee for any particular engagement is not anticipated to exceed a specified dollar amount. For anypre-approval sought from the Chair, the manager or adviser shall prepare a brief description of the proposed services. If the Chair approves such service, he or she shall sign the statement prepared by the manager or adviser, and such written statement shall be presented to the full Audit Committee at its next regularly scheduled meeting.

In approving the selection of Ernst & Young for the Funds, the Audit Committee considered, in addition to other practices and requirements relating to the selection of the Funds’ independent registered public accounting firm, whether any services performed by Ernst & Young for the Funds and the manager and for certain related parties for which Ernst & Young receivednon-audit fees are compatible with maintaining the independence of Ernst & Young as the Trust’s independent registered public accounting firm.

The Proxy

The Board of Trustees solicits proxies so that each shareholder has the opportunity to vote on the proposals to be considered at the Meeting. A proxy for voting your shares at the Meeting is enclosed. The shares represented by each valid proxy received on time will be voted at the Meeting as specified. If no specification is made, the shares represented by a duly executed proxy will be voted in favor of the proposed Trustees. You may revoke your proxy at any time before it is exercised by (1) submitting a duly executed proxy bearing a later date, (2) submitting a written notice to the President of the Trust revoking the proxy, or (3) attending and voting in person at the Meeting. If you have more than one account, you should submit a proxy for each account. If you do not receive a proxy for each account, please call Okapi Partners, our proxy solicitor, toll-free at877-869-0171.

Legal Proceedings

The Trust is not aware of any proceedings to which any Trustee or Nominee for Trustee or, or any affiliate of such Trustee or Nominee, is a party adverse to the Trust or has a material interest that is adverse to the Trust.

Shareholder Proposals

The Trust has not received any shareholder proposals to be considered for presentation at the Meeting. Under the proxy rules of the SEC, shareholder proposals may, under certain conditions, be included in the Trust’s Proxy

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Statement and proxy for a particular meeting. Under these rules, proposals submitted for inclusion in the Trust’s proxy materials must be received by the Trust within a reasonable time before the solicitation is made. The fact that the Trust receives a shareholder proposal in a timely manner does not ensure its inclusion in its proxy materials, because there are other requirements in the proxy rules relating to such inclusion. You should be aware that annual meetings of shareholders are not required as long as there is no particular requirement under the 1940 Act which must be met by convening such a shareholder meeting. Any shareholder proposal for possible inclusion in any future meeting should be sent to Ultimus Asset Services, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

Cost of Solicitation

The Trust will bear the costs associated with the election of Trustees. Solicitation may be undertaken by mail, telephone, facsimile and personal contact. The Trust has engaged Okapi Partners, LLC to solicit proxies from brokers, banks, other institutional holders and individual Shareholders. Total fees for the proxy, including legal fees, are expected to be approximately $33,000. These fees will be borne by the Funds.

Proxy Delivery - Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 19, 2018

The Trust may only send one Proxy Statement to shareholders who share the same address unless the Trust has received different instructions from one or more of the shareholders. The Trust will promptly deliver to a shareholder, upon oral or written request, a separate copy of the Proxy Statement to the shared address to which a single copy of this Proxy was delivered. By calling or writing the Fund, a shareholder may request separate copies of future proxy statements, or if the shareholder is receiving multiple copies of the proxy statement now, may request a single copy in the future. To request a paper or email copy of the Proxy Statement, please call Okapi Partners, our proxy solicitor, toll-free at877-869-0171. A copy of the Notice of Shareholder Meeting, the Proxy Statement and a Proxy Card are also available atWWW.OKAPIVOTE.COM/CST.

To Request a Copy of a Fund’s Most Recent Annual Report or for Other Questions Regarding the Funds

To request a Fund’s most recent annual report and/or any subsequent semi-annual report at no charge, please write to Capitol Series Trust, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 or call us toll free at the toll-free numbers for each Fund specified in the table below. Your request should specify the Fund or Funds whose financial reports you wish to receive.

By Order of the Board of Trustees,

Dina A. Tantra

President and Chief Executive Officer

Capitol Series Trust

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EXHIBIT A

Outstanding Shares As of the Record Date, of Each Class of Each Fund of the Trust

As of the Record Date, each class of each Fund of the Trust had the following number of shares outstanding:

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EXHIBIT B

Nominating Committee Charter

CAPITOL SERIES TRUST

NOMINATING COMMITTEE CHARTER

November 19, 2013

SECTION 1. MEMBERSHIP

(A) The Nominating Committee of the Board of Trustees of Capitol Series Trust (the “Committee”) shall be composed of trustees of Capitol Series Trust (the “Trust”) who are: (1) not “interested persons” (as defined in the Investment Company Act of 1940, as amended)amended (the “1940 Act”), as an open-end management investment company of the Trustseries type; and each of its series (each a “Fund”); and (2) who have not accepted and will not accept directly or indirectly any consulting, advisory, or other compensatory fee from

WHEREAS, the Trust, (other than fees for serving on behalf of each Fund, and the Adviser have entered into an Investment Advisory Agreement dated January [__], 2022, (“Advisory Agreement”), pursuant to which the Adviser provides investment advisory services to each Fund; and

WHEREAS, the Trust’s Board of Trustees (the “Board”) or any committees ofand the Board (each an “Independent Trustee”). Each Committee member shall complete a questionnaire at least annually to confirmAdviser have determined that such memberit is an Independent Trustee.

(B) The Committee shall have at least two (2) members each of whom shall be appointed by the Board. Each Committee member shall serve as long as he/she qualifies as an Independent Trusteeappropriate and until the earlier of: (i) his/her mandatory retirement as a Trustee at age 78 (or up to two years later in an emeritusnon-voting capacity at the pleasure and request of the Board), or by his/her death, retirement, resignation, or removal as a Trustee; (ii) his/her resignation as a Committee member; (iii) his/her removal as a Committee member by a majority of the Independent Trustees then serving on the Board; or (iv) his/her replacement by a duly appointed successor.

(C) The Committee shall appoint its Chairperson. The Chair shall preside at all Committee meetings at which he/she is present and shall have such other duties and powers as may be determined by the other Committee members. The Chair shall serve in such capacity until the earlier of: (i) his/her mandatory retirement as a Trustee at age 78 (or up to two years later in an emeritusnon-voting capacity at the pleasure and request of the Board), or by his/her death, retirement, resignation, or removal as a Trustee; (ii) his/her resignation as Chairperson; (iii) his/her removal as Chairperson by the Committee or as a Committee member by a majority of the Independent Trustees; or (ii) his/her replacement by a duly appointed successor.

Section 2. Purpose

The Committee primary purpose is to select and nominate candidates to serve on the Board bearing in mind that at least 65% of the Board must consist of Independent Trustees.

Section 3. Duties and Powers

(A) The Committee shall select and nominate persons for election to the Board as and when vacancies occur or are reasonably anticipated, or in the event that the Board determines it should expand. Nominees shall be presented by the Committee to the Board for election, or nomination for election by shareholders, as applicable. The Committee will follow its written Policy for the Considerationbest interests of Trustee Nominees (“Policy”) to identify and evaluate Trustee nominees and will periodically review the Policy, which may be revised from time to time by vote of a majority of the Independent Trustees upon the recommendation of the Committee.

(B) The Committee may, but is not required to, consider proposed Trustee nominees who are recommended or suggested by persons other than Committee members, such as Fund management, independent auditors and Fund shareholders.

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Section 4. Procedural Matters

(A) The Committee shall meet periodically as it deems necessary. Meetings shall be called on at least 48 hours’ notice to the Committee members (although the members may waive such notice requirement) given by the Chairperson or a majority of the Committee members. Committee members may meet in person, by telephone or other means by which all persons participating in the meeting can hear each other at the same time. The Committee may also act by written consent to the extent permitted by law and the Trust’s governing documents.

(B) A majority of the Committee members shall constitute a quorum for the transaction of business at a Committee meeting and all actions shall be approved by a majority of those Committee members present.

(C) The Committee shall prepare minutes of and report to the Board on its meetings.

(D) The Committee may adopt such rules, procedures or policies as it deems appropriate to facilitate the conduct of its business.

(E) The Committee shall review its operations periodically and recommend changes to this Charter to the Board as appropriate.

(F) The Committee shall have the authority to make reasonable expenditures, including expenditures to retain experts and counsel, related to the aforementioned duties and tasks that will be reimbursed by the Trust.

(G) The Committee may request anynon-member Trustee or officer of the Trust, any of the Trust’s service providers, the Trust’s outside legal counsel, or a Fund’s independent public accountants (“Accountants”) to attend a Committee meeting or to meet with any member of, or consultants to, the Committee.

(H) The Committee shall report to the Board any material limitation on its members of access tonon-member Trustees or to the Trust’s officers, Accountants and legal counsel.

(J) The Committee may delegate any portion of its authority to a subcommittee of one or more members.

As amended, March 13, 2017.

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EXHIBIT C

Trustee Beneficial Equity Ownership of Fund Shares

The following tables contain specific information about the dollar range of equity securities beneficially owned by the Interested Trustee Nominee, each Independent Trustee Nominee and the current Independent Trustees as of April 23, 2018 in each Fund and its shareholders to limit the expenses of all serieseach Fund and, therefore, have entered into this Agreement in order to maintain each Fund’s expense ratio within the Trust, statedOperating Expense Limit, as onedefined below;

NOW, THEREFORE, in consideration of the following ranges: $0; $1 - $10,000; $10,001 - $50,000; $50,001 - $100,000;mutual covenants herein contained, the receipt and Over $100,000.

Interested Trustee Nominee:sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Independent Trustee Nominees (Nominees who would not be Interested Persons):

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Current Independent Trustees (Trustees who are not Interested Persons):

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EXHIBIT D

Principal Holders of Fund and Class Shares

Set forth below as of April 23, 2018, is the name, address and share ownership of each person with record ownership of 5% or more of a class of a Fund and each person known by the Trust to have beneficial ownership of 25% or more of the voting securities of the Fund as a whole. Except as identified below, no person with record ownership of 5% or more of a class of a Fund is known by the Trust to have beneficial ownership of such shares.

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33

34

35

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EXHIBIT E

Trustee Compensation From Each Fund Its Most Recent Fiscal Year

The following table contains specific information about the compensation that each Trustee expects to earn from each of the Funds and the Fund Complex during each Fund’s most recent fiscal year:

Mr. Dorsey, as an Interested Trustee, does not receive any compensation from the Trust.

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EXHIBIT F

Committee Meetings

The Board’s standing committees met the following number of times during each Fund’s most recently completed fiscal year:

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EXHIBIT G

Audit Fees

The following table presents fees billed for professional audit services rendered by Ernst & Young for the audit of the Funds’ annual financial statements for the past two fiscal years and for fees billed for other services rendered by Ernst & Young to each Fund, as applicable.

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Appendix 1 – Trust’s Privacy Policy

June 19, 2017

EXHIBIT B

FORM OF NEW OPERATING EXPENSES LIMITATION AGREEMENT

FULLER & THALER FUNDS

◾  Social Security number

◾  account balances and account transactions

◾  account transactions, transaction

	c.	Method of Computation. To determine the Adviser’s liability with respect to the Excess Amount, each month the Fund Operating Expenses for a Fund shall be annualized as of the last Fund business day of the month. If a Fund’s annualized Fund Operating Expenses for any month exceeds the Operating Expense Limit of that Fund, the Adviser shall first waive or loss history and purchase history ◾  checking account information and wire transfer instructions
	When you arereduce its investment advisory fee for such month by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount no longer our customer, we continuehigher than the Fund’s Operating Expense Limit. If the amount of the waived or reduced investment advisory fee for any such month is insufficient to share your information as described in this notice.pay the Excess Amount, the Adviser shall also remit to the Fund an amount that, together with the waived or reduced investment advisory fee, is sufficient to pay such Excess Amount.