Duration and Termination.Both the New Guardian Advisory Agreement and the Current Alta Advisory Agreement provide that they will become effective with respect to the Fund as of the date first written in the agreement after the requisite approval of the Independent Trustees of the Board byand a vote of a majority of the Fund’s outstanding voting securities if required by the 1940 Act or applicable staff interpretations thereof. Both agreements provide that they shall remain in effect for athe Fund for two years from the effective date and thereafter for successive periods of one year, subject to annual approval by the Board’s Independent Trustees or Shareholders as required by the 1940 Act. Both the New Guardian Advisory Agreement and the Current Alta Advisory Agreement also provide, however, that if the continuation of the Agreement as to a Fundagreement is not approved, 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 Guardian Advisory Agreement and the Current Alta Advisory Agreement provide that the Advisory Agreement may be terminated immediately by the Trust with respect to athe 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 Agreementthe 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.

Both the New Guardian Advisory Agreement and the Current Alta 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 be taken either (i) by vote of a majority of its Independent Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Trust.Fund. Under both the Current Alta Advisory Agreement and the New Guardian Advisory Agreement, termination of the Agreement by either party pursuant to the referenced contractual provisions is not subject to the payment of any penalty. Finally, both the New Guardian Advisory Agreement and the Current Alta Advisory Agreement provide that the Advisory Agreement shall terminate immediately upon its assignment.

Payment of Expenses. Under both the New Guardian Advisory Agreement and the Current Alta Advisory Agreement, Fuller & Thalerthe Adviser is responsible for paying its own expenses in connection with rendering the identical services it is required to provide under each Agreement.the agreement. In addition, the Adviser is responsible under each Agreementagreement for: (i) eachthe 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 Adviser (unless such cost is otherwise allocated by the Board); (iii) any costs of liquidating or reorganizing athe 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 Trust’s Board); and (v) the dissemination of such Updates (unless such cost is otherwise allocated by the Board). Under both the New Guardian Advisory Agreement and the Current Alta Advisory Agreement, the Adviser is also responsible on a monthly basis for any operating expenses that exceed the agreed upon expense limit of the Current OELA and will continue to be responsible for such operating expenses under the New OELA, which is identical in its terms to the Current OELA.

Under both the New Guardian Advisory Agreement and the Current Alta 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 Adviser, including but not limited to: (i) the fee payable under thisthe 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 independentIndependent 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 shareholdersShareholders 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.

Finally, under both the New Guardian Advisory Agreement and the Current Alta Advisory Agreement, to the extent that the Adviser pays fees with respect to athe 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 sisis required to report such payments (and to which third parties) regularly to the Trust.

Brokerage and Best Execution. Under both the Current Alta Advisory Agreement and New Guardian Advisory Agreement, the Adviser’s primary consideration in effecting transactions on behalf of eachthe 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 eachthe 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 eachthe Fund to a broker-dealer who provideprovides 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 eachthe Fund or its other advisory clients.

The Adviser may aggregate sales and purchase orders of the assets of eachthe 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.

Use of Sub-advisers. Under both the Current Alta Advisory Agreement and New Guardian Advisory Agreement, the Adviser, at its own expense, 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 Sub-advisers who are registered as investment advisers pursuant to the Advisers Act. The Adviser is authorized and/or required to (i) evaluate, select and recommend Sub-advisers to manage all or a portion of a Fund’s assets; (ii) allocate and, when appropriate, reallocate a Fund’s assets among multiple Sub-advisers; (iii) terminate any Sub-adviser; (iv) monitor and evaluate each Sub-adviser’s performance; and (v) implement procedures reasonable designed to help ensure that Sub-advisers, in providing services to a Fund, comply with the Fund’s investment objective, investment policies, and investment restrictions documented in the Board Policies and Procedures, and the Trust’s Organic Documents, and the Fund’s Prospectus, and comply with relevant securities ad tax laws. Despite the Advisor’s ability to employ Sub-advisers to perform the duties permitted by the Agreement, the Adviser retains overall supervisory responsibility for the general management and investment of a Fund’s assets. The Adviser is liable under each Agreement: (i) for its failure to exercise good faith in the employment of a Sub-adviser; (ii) for its failure to exercise appropriate supervision of a Sub-adviser; and (iii) as may be otherwise agreed by the Trust and the Adviser in writing. Subject to the review and approval of the Board, the Adviser and the requirements of the 1940 Act, the Adviser may enter into and amend Sub-advisory Agreements with new or current Sub-advisers; and may replace any Sub-adviser. Each Sub-adviser’s employment must be evidenced by a separate written agreement approved by the Board and, to the extent required by law or regulation, by the shareholders of the Fund.

Limitation on Liability and Indemnification. Under both the New Guardian Advisory Agreement and the Current Alta Advisory Agreement, the Adviser agrees to indemnify the Trust, eachthe Fund and the Trust’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(collectively, “Losses”) incurred by the Trust Indemnitee and arising from or in connection with the performance of the Agreementagreement or a sub-advisory agreement and resulting from the Adviser’s bad faith, willful misfeasance, or negligence in the performance of its duties under this Agreement,the agreement or a sub-advisory agreement, the Adviser’s reckless disregard of its duties or obligations under the Agreement,agreement or a sub-advisory 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 Guardian Advisory Agreement and the Current Alta 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 Agreementthe agreement or a Subadvisory Agreement,sub-advisory agreement, the Adviser’s reckless disregard of its duties or obligations under this Agreementthe agreement or a Subadvisory Agreement,sub-advisory agreement, or the Adviser’s breach of its fiduciary duty under federal securities laws and state law.

Board Consideration of the Approval of the New Guardian Advisory Agreement

The Board approved the New Guardian Advisory Agreement at a meeting called specifically for that purpose held on July 23,June 16 and 17, 2021 (the “July“June Meeting”). Prior to the JulyJune Meeting, the Board received and considered information from Fuller & ThalerGuardian and the Trust’s administrator designed to provide the Board with the information necessary to evaluate the approval of the New Guardian Advisory Agreement (“Support(the “Support Materials”). In addition, at the JulyJune Meeting, representatives of Fuller & ThalerGuardian met with the Board and Counsel to the Independent Trustees telephonicallyby videoconference to discuss the TransactionAdviser Transition and the New Guardian Advisory Agreement. Before voting to approve the New Guardian Advisory Agreement as in the best interest of the Fund and its shareholders, the Board reviewed the Support Materials with Trust management and with counsel to the Independent Trustees and discussed a memorandum from such counsel discussing the legal standards for the Board’s consideration of the New Guardian Advisory Agreement. In approving the New Guardian Advisory Agreement, the Board considered substantially the same factors as it considered in initially approving the renewal of the Current AdvisoryManagement Agreement, which occurred at the Board’s meeting on December 9-10, 2020,11 and 12, 2019, in addition to new information regarding the TransactionAdviser Transition, peer group expense and updated performance and expense informationdata provided by Broadridge for comparison purposes through April 30, 2021, performance data for the FundsFund compared to its benchmark index through JuneApril 30, 2021 as provided by Alta, and performance composite data of the Adviser andGuardian Fundamental Global Equity Composite for various time periods through March 31, 2021 as provided by Morningstar, through the Fund’s Administrator.Guardian. This information formed the primary basis for the Board’s determinations.

In determining whether to approve the New Guardian 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 to be provided by Fuller & ThalerGuardian with respect to the Fuller & Thaler Funds;Fund; (2) the cost of the services to be provided and the profits to be realized by Fuller & ThalerGuardian from services rendered to the Trust with respect to the Fuller & Thaler Funds, both individually and collectively;Fund; (3) comparative fee and expense data for the Fuller & Thaler FundsFund and other investment companies with similar investment objectives; (4) the extent to which economies of scale may be realized as eachthe Fund grows, and whether the advisory fees for eachthe Fund reflects such economies of scale for eachthe Fund’s benefit; and (5) other financial benefits to Fuller & ThalerGuardian resulting from services that it rendersrendered to the Fuller & Thaler Funds.Fund. In their deliberations, the Trustees did not identify any particular information that was all-important or controlling.

After having receivedBased upon the information provided to the Board throughout the course of the year and reviewed the Support Materials, as well as quarterly investment performance, compliance, operating, and distribution reports from Fuller & 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 well as the Board’s review of the Support Materials provided in connection with the approval of the New Advisory Agreement, the Board concluded thatconsidered whether the overall arrangements between the Trust and Fuller & Thaler with respect to each Fuller & Thaler Fund, asGuardian set forth in the InvestmentNew Guardian Advisory Agreement are fair and reasonable in light of the services Fuller & Thaler performs,Guardian will perform, the investment advisory fees that each Fuller & Thalerthe Fund payswill pay to Guardian, and such other matters as the Trustees considered relevant in the exercise of their reasonable business judgment. After reviewing the Support Materials and considering other information provided to the Board during the course of the previous year, the Board determined that it had all the information it deemed reasonably necessary to make an informed decision about the approval of the New Guardian Advisory Agreement. The material factors and conclusions that formed the basis of the Trustees’ determination to approve the New Guardian Advisory Agreement are summarized below.

Nature, Extent and Quality of Services Provided. The Trustees considered the scope of services that Fuller & Thaler providesGuardian will provide under the New Guardian Advisory Agreement, with respect to each Fund, noting that such services include, but are not limited to, the following: (1) investing eachthe 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 eachthe Fund’s portfolio securities; (4) maintaining the required books and records for transactions that Fuller & ThalerGuardian effects on behalf of eachthe Fund; and (5) selecting broker-dealers to execute orders on behalf of each Fund.the Fund; (6) performing compliance services on behalf of the Fund; and (7) engaging in marketing activities. The Trustees noted no changes to the services that Fuller & Thaler currently provides to the Fuller & Thaler FundsFund would receive under the terms of the InvestmentNew Guardian Advisory Agreement.Agreement compared to that of the Current Alta Advisory Agreement with Alta. The Trustees considered Fuller & Thaler’sGuardian’s capitalization and its assets under management. The Trustees further considered theGuardian’s investment philosophy, andresearch process, the industry experience of eachits management team, and the industry experience of the 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, themanagers. The Trustees also noted the compliance services, marketing, distribution, and client relationship services that Fuller & Thaler provides on behalf of the Funds. The TrusteesFund’s performance compared the performance of each of the Fuller & Thaler Funds’ performance to each Fund’s respective benchmark index, Morningstar peer group category and custom peer group previously created by Broadridge. It was noted that while the Board reviewed Morningstar peer group and benchmark 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:

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,foregoing, the Trustees concluded that they are satisfied with the nature, extent, and quality of services that Fuller & Thaler willGuardian would provide to each of the Fuller & Thaler FundsFund under the New Guardian Advisory Agreement.

Cost of Advisory Services and Profitability.

The Trustees considered the annual managementadvisory fee that the Fuller & Thaler Funds willFund would pay to Fuller & ThalerGuardian under the New Guardian Advisory Agreement. The Trustees also considered Fuller & Thaler’sAgreement, as well as Guardian’s projected profitability from the services renderedthat it will render to the Fuller & Thaler Funds.Fund. The Board noted the overall profitability of Guardian, as reflected in its financial statements. The Trustees further considered Fuller & Thaler’snoted the financial commitment by Guardian to the Fund pursuant to the New OELA, and emphasized that Guardian had contractually agreed to reduce its management fees, and if necessary, to reimburse each Fuller & Thaler Fund’sthe Fund for its operating expenses, through January 31, 2023, asto the extent necessary to ensure that Total Annual Fund Operating Expenses (excluding acquired fund fees and expenses, brokerage fees and commissions, dividend expense on short sales, interest, taxes, and extraordinary expenses) do not exceed the amount 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.through January 31, 2023.

Comparative Fee and Expense Data.

Data.The Trustees noted that:

Economies of Scale.

The Trustees considered whether the Fuller & Thaler Funds mayFund would 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 Trusteesbut did not find that any material economies currently exist at this time. Nevertheless, the Trustees were satisfied with respectGuardian’s commitment to the advisory services that Fuller & Thaler provides that would warrant the impositionFund, and also satisfied with Guardian’s projections of breakpoints.future profitability. The Trustees also noted Guardian’s view that it was not appropriatethat due to implementthe Fund’s low net asset total, 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 scalenecessary or appropriate at this time.

Other Benefits.

The Trustees considered the extent to which Fuller & Thaler utilizesnoted that Guardian does not utilize soft dollar arrangements with respect to portfolio transactions and does not use affiliated brokers to execute portfolio transactions. The Trustees also considered Guardian’s selection of its affiliate, GuardCap, to serves as Sub-Adviser to the Fund and the fees to be received by GuardCap for providing the sub-advisory services. The Trustees further noted that Fuller & Thaler does utilize soft dollar arrangements consistentany sub-advisory fee paid to GuardCap would be paid out of the investment advisory fees paid by the Fund to Guardian and not be paid by the Fund. The Trustees noted that Guardian had confirmed that there were no economic or other benefits to Guardian associated with the Section 28(e) safe harbor in connection withselection or use of any particular providers for 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.Fund’s portfolio. The Trustees concluded that all things considered, Fuller & Thaler willGuardian would not receive material additional financial benefits from services rendered to the Fuller & Thaler Funds.Fund.

Other Considerations. The Trustees also considered potential conflicts for Guardian with respect to relationships forged with service providers to the Fund. The Trustees noted that both they and Counsel have discussed with representatives of Guardian their duty of loyalty relative to the selection of service providers and the conflicts that could develop relative to any relationship that Guardian may form with a specific service provider. Based on the assurances and representations from Guardian, the Trustees concluded that no conflict of interest currently exists that could adversely impact the Fund.

Based on all of the information presented to and considered by the Board and the conclusions that it reached, the Board and the Independent Trustees voting separately unanimously approved the New Guardian 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.

ForRequired Vote

Approval of this proposal requires the reasons set forth above, the Board unanimously recommends that shareholdersaffirmative vote of “a majority of outstanding voting securities” 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.

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 [12], 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 the Adviser must evaluate whether there are any conflicts of interest between the representatives of Fund Management and Fund shareholders with respect to the proposals 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 services 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 view that no such material conflict of interest exists.

From time to time, certain shareholders may own a large percentage of the shares 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 1940 Act he beneficial ownership, either directly or indirectly, of more than 25%and the terms of the voting securities ofCurrent Alta Advisory Agreement, a Fund creates a presumption of control“majority of the Fund. A controlling shareholder could controloutstanding voting securities” is defined as the outcome of any proposal submitted to the shareholders for approval.

Shareholders who beneficially own 5%lesser of: (1) 67% or more of the voting securities of athe Fund entitled to vote present in person or by proxy at the Meeting, if the holders of more than 50% of the outstanding voting securities entitled to vote thereon are characterizedpresent in person or represented by SEC Rules proxy; or (2) more than 50% of the outstanding voting securities of the Fund entitled to vote thereon.

FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE NEW GUARDIAN ADVISORY AGREEMENT BETWEEN THE TRUST AND GUARDIAN as Principal Shareholders. Such Shareholders also may also influence the outcome of any proposal submittedit relates to the shareholders for approval.Fund

Information concerning beneficial ownership

PROPOSAL 2

TO APPROVE THE NEW SUB-ADVISORY AGREEMENT BETWEEN

Guardian Capital LP AND GuardCap Asset Management Limited AS it relates to the
Guardian Capital Fundamental global equity fund

Background

Pursuant to an agreement with the Capitol Series Trust (the “Trust”), Alta Capital Management, LLC (“Alta”) currently serves as the investment adviser to the Fund (the “Current Alta Advisory Agreement”). Alta is an indirect, majority-owned subsidiary of Guardian Capital LP (“Guardian”). As part of an overall restructuring and rebranding of Guardian’s U.S. mutual fund shares in each of these categories for eachbusiness, Guardian proposes to take over as the investment adviser of the Fuller & Thaler Funds is included Exhibit CFund from and to assume responsibility for providing the advisory services that are now provided to the Fund by Alta (the “Adviser Transition”).

PROPOSALAlta has historically managed the Fund through a “participating affiliate” arrangement pursuant to which Alta has utilized the resources of GuardCap Asset Management Limited (“GuardCap”) to manage the Fund’s investments. Alta, Guardian, and GuardCap are affiliated entities due to the fact that they are under the under the common control of Guardian Capital Group Limited. Under the terms of a Participating Affiliate Memorandum of Understanding between and among Alta, Guardian, and GuardCap, GuardCap is considered to be a “Participating Affiliate” of Alta Capital, as that term is used in relief granted by the staff of the U.S. Securities and Exchange Commission (“SEC”), allowing US-registered advisers to use investment advisory and trading resources of unregistered advisory affiliates, subject to the regulatory supervision of the registered adviser (the “Participating Affiliate Arrangement”). This Participating Affiliate Arrangement allows the Fund to benefit from the investment advisory and trading expertise at GuardCap. For example, the current portfolio managers of the Fund—Michael Boyd and Giles Warren—are both employed by GuardCap. As portfolio Managers, Mr. Boyd and Mr. Warren are primarily responsible for recommending the securities to be purchased and sold for the Fund and the timing of those transactions.

This Participating Affiliate Arrangement was initially utilized due to the fact that GuardCap was not yet registered with the SEC at the launch of the Fund, and therefore, could not serve as the Fund’s adviser or sub-adviser. However, anticipating that GuardCap would become a registered adviser with the SEC in the future, at a meeting of the Trust’s Board held on December 11 and 12, 2019, the Board, including all of the Trustees who are not “interested persons,” also considered and approved for an initial two-year period a sub-advisory agreement between Alta and GuardCap (the “Prior Form of Sub-Advisory Agreement”) to become effective at such time that GuardCap’s status as a U.S. registered investment adviser is approved by SEC, and upon appropriate notification to the Board by Alta that it desires to proceed with effectuating the sub-advisory agreement. Effective December 7, 2020, GuardCap became registered as an investment adviser with the SEC, which meant that the Participating Affiliate Arrangement was no longer necessary and that GuardCap could be appointed as a Sub-Adviser to the Fund. However, GuardCap was never appointed as a sub-adviser under the Prior Form of Sub-Advisory Agreement. Now that Guardian is taking over as adviser to the Fund, the Prior Form of Sub-Advisory Agreement will no longer be effective as it will no longer contain the correct advisory entity.

At a meeting of the Board held on June 16 and 17, 2021, the Independent members of the Board, after careful consideration, determined to select GuardCap to serve as the investment sub-adviser of the Fund and to assume responsibility for providing investment sub-advisory services to the Fund (the “Sub-Adviser Appointment”). In order to appoint GuardCap as sub-adviser, the Board has approved an investment sub-advisory agreement between Guardian and GuardCap (the “New Sub-Advisory Agreement”). The New Sub-Advisory Agreement must be approved by Shareholders to become effective.

The Board, including a majority of Independent trustees, has approved the New Sub-Advisory Agreement and believes it to be in the best interests of the Fund and its Shareholders. Shareholders are being asked to approve the New Sub-Advisory Agreement between Guardian and GuardCap with respect to the Fund. The terms and conditions of the New Sub-Advisory Agreement will be substantially similar to all material terms and conditions of the Prior Form of Sub-Advisory Agreement, which was approved by the Board but never entered into, except for revisions necessary to: (1) change the signatories by adding Guardian and removing Alta as the adviser, (2) change the effective date, (3) correct a non-material typographical error, and (4) update certain contact information.

The Board approved a change in the Fund’s name from “Guardian Fundamental Global Equity Fund” to the “Guardian Capital Fundamental Global Equity Fund.” This name change became effective as of August 23, 2021, as reflected in supplements to the Fund’s prospectus and SAI filed on July 28, 2021. The Adviser Transition, Sub-Adviser Appointment, and name change will not affect your account with the Fund. You will still own the same number of shares in the Fund that you currently own, and the value of your investment will not change as a result of Guardian taking over as the adviser to the Fund or GuardCap becoming a sub-adviser to the Fund. In addition, the same experienced, high quality portfolio managers will continue managing the Fund without interruption.

The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and solicitation expenses will be paid by Guardian. Guardian will not seek reimbursement from the Fund for any costs associated with the proxy.

Terms of the Prior Form of Sub-Advisory Agreement and the New Sub-Advisory Agreement

A copy of the New Sub-Advisory Agreement is attached as Exhibit B. The following description is a summary that discusses all relevant and material terms of that agreement. However, you should refer to Exhibit B for the full text of the New Sub-Advisory Agreement. There are no differences between the terms of the New Sub-Advisory Agreement and the Prior Form of Sub-Advisory Agreement with respect to services provided by the sub-adviser, and the agreements are identical with respect to the sub-advisory fees paid to the sub-adviser. There are no material differences between the Prior Form of Sub-Advisory Agreement and the New Sub-Advisory Agreement. Non-material changes include revisions necessary to: (1) change the signatories by adding Guardian and removing Alta as the adviser, (2) change the effective date, (3) correct a non-material typographical error, and (4) update certain contact information. Both the New Sub-Advisory Agreement and the Prior Form of Sub-Advisory Agreement contain identical fee structures. The sub-advisory fee payable under the New Sub-Advisory Agreement will remain at an annual rate of 0.60% of the Fund’s average daily net assets. The Prior Form of Sub-Advisory Agreement was never executed or implemented.

Services Rendered by the Sub-Adviser to the Funds. Both the New Sub-Advisory Agreement and the Prior Form of Sub-Advisory Agreement require GuardCap (the “Sub-Adviser”) to, subject to the control and supervision of the Board and the Adviser, continuously furnish to the Fund an investment program for such portion, if any, of Fund assets that are allocated to it by the Adviser from time to time.

Under both the New Sub-Advisory Agreement and the Prior Form of Sub-Advisory Agreement, the Sub-Adviser is: (i) responsible for making investment decisions and placing all brokerage orders for the purchase and sale of portfolio securities consistent with all applicable laws, the stated investment objective, policies and restrictions of the Fund, as stated in the then-current registration statement of the Fund, and such other guidelines as the Adviser may establish; (ii) required to provide the Adviser and the Trust’s Chief Compliance Officer (“CCO”) with quarterly compliance reports relating to its duties under the Sub-Advisory Agreement and on an as needed basis; (iii) upon the Adviser’s request, required to provide assistance in the valuation of the portfolio securities of the Fund and obtaining information about securities that may be purchased for the Fund by the Sub-Adviser with respect to which reliable prices are not available through customary pricing services and otherwise assisting the Fund in pricing such assets appropriately, and promptly bring to the attention of Adviser any events that Sub-Adviser determines to be “significant events” that may come to the attention of Sub-Adviser and that Sub-Adviser believes are reasonably likely to affect the price of such securities; (iv) required to vote proxies for the Fund in a manner consistent with the Sub-Adviser’s Proxy Voting Policy and the Fund’s disclosure documents and keep the Fund and Adviser informed as to such voting; and (v) required to assist the Trust CCO in compiling the proxy voting record for submission to the SEC on Form N-PX on a periodic basis and shall, upon request, review drafts of such submission prior to filing.

Sub-Advisory Fee. Both the New Sub-Advisory Agreement and the Prior Form of Sub-Advisory Agreement contain identical fee structures. The sub-advisory fee payable under the New Sub-Advisory Agreement will remain at an annual rate of 0.60% of the Fund’s average daily net assets. In addition, under both the New Sub-Advisory Agreement and the Prior Form of Sub-Advisory Agreement, the sub-advisory fee paid to GuardCap will be paid out of the investment advisory fees paid by the Fund to Guardian and will not be paid by the Fund. In addition, under both the New Sub-Advisory Agreement and the Prior Form of Sub-Advisory Agreement, in recognition of the Adviser’s contractual agreement to cap the operating expenses of the Fund, the Sub-Adviser contractually agrees with the Adviser that it will waive its sub-advisory fee to 0.40% of the Fund’s average daily net assets until the Fund’s average daily net assets exceed $100 million.

Duration and Termination. Both the New Sub-Advisory Agreement and the Prior Form of Sub-Advisory Agreement provide that they will become effective with respect to the Fund upon execution; provided that the agreements will not become effective until after the requisite approval of the Independent Trustees of the Board and a vote of a majority of the Fund’s outstanding voting securities if required by the 1940 Act. Both agreements provide that the agreement will terminate automatically, without the payment of any penalty, unless within two years after its initial effectiveness and at least annually thereafter, the continuance of the agreement is specifically approved by (i) the Board or the shareholders of the Fund by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. Both the New Sub-Advisory Agreement and the Prior Form of Sub-Advisory Agreement also provide, however, that if the continuation of the agreement is not approved, the Sub-Adviser may continue to render to the Fund the services described in the agreement in the manner and to the extent permitted by applicable law.

Both the New Sub-Advisory Agreement and the Prior Form of Sub-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 be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. Under both the New Sub-Advisory Agreement and the Prior Form of Sub-Advisory Agreement, termination of the agreement by either party pursuant to the referenced contractual provisions is not subject to the payment of any penalty. Finally, both the New Sub-Advisory Agreement and the Prior Form of Sub-Advisory Agreement provide that the Advisory Agreement shall terminate immediately upon its assignment.

Payment of Expenses. Under both the New Sub-Advisory Agreement and the Prior Form of Sub-Advisory Agreement, the Sub-Adviser is responsible for paying all expenses that are required for it to execute its duties under the agreement and any other expenses the Sub-Adviser agrees in writing to bear.

Brokerage and Best Execution. Under both the New Sub-Advisory Agreement and the Prior Form of Sub-Advisory Agreement, the Sub-Adviser is required to place all orders pursuant to its investment determinations for the Fund either directly with the issuer or through broker-dealers selected by the Adviser. Under both agreements the Sub-Adviser is also required to recommend brokers for inclusion on an approved broker list for the Fund, subject to approval by the Adviser.

Under both the New Sub-Advisory Agreement and the Prior Form of Sub-Advisory Agreement, the Sub-Adviser’s primary consideration in effecting transactions on behalf of the Fund is to seek best execution. In selecting broker-dealers to execute transactions, the Sub-Adviser may take the following, among other things, into consideration: price, the size of the transaction, the nature of the market for the security, the amount of the commission and dealer’s spread or mark-up, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker-dealer involved, the general execution and operational facilities of the broker-dealer, and the quality of service rendered by the broker-dealer in other transactions. 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 1934 Act and applicable regulations and interpretations, the Sub-Adviser may allocate brokerage on behalf of the Fund to a broker-dealer who provides research services. Subject to compliance with Section 28(e), the Sub-Adviser may cause the Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Sub-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 the Fund or its other advisory clients.

Limitation on Liability and Indemnification. Under both the New Sub-Advisory Agreement and the Prior Form of Sub-Advisory Agreement, the Sub-Adviser shall not be subject to any liability for any act or omission in the course of rendering services under the agreement in the absence of its bad faith, negligence, willful default, fraud, or reckless disregard of its obligations and duties under the agreement.

Under both the New Sub-Advisory Agreement and the Prior Form of Sub-Advisory Agreement, the Adviser and the Sub-Adviser agree to indemnify, defend and hold harmless the other party and its affiliates, and their respective officers, directors, partners, managers, employees and authorized agents from and against any and all claims, damages, liabilities, losses, costs and expenses, including reasonable attorneys’ fees and costs, that such party and its affiliates and their respective officers, directors, partners, employees and authorized agents may suffer, which arise, result from, or relate to, the agreement other than those caused by the bad faith, negligence, willful default, fraud, or willful misconduct of such party or the reckless disregard of such party’s duties under the agreement.

Under both agreements, the Sub-Adviser is also required to indemnify and hold harmless the Adviser, the Fund, the Board of Trustees, officers, and shareholders from any and all claims, losses, expenses, obligations and liabilities (including reasonable attorney’s fees) which arise or result from the Sub-Adviser’s bad faith, negligence, willful default, fraud, willful misconduct or reckless disregard of its duties under the agreement.

Board Approval of the New Sub-Advisory Agreement

The Board also approved the New Sub-Advisory Agreement at the June Meeting. Prior to the June Meeting, the Board received and considered information from GuardCap and the Trust’s administrator designed to provide the Board with the information necessary to evaluate the approval of the New Sub-Advisory Agreement (the “Support Materials”). In addition, at the June Meeting, representatives of GuardCap met with the Board and Counsel to the Independent Trustees by videoconference to discuss the Sub-Adviser Appointment and the New Sub-Advisory Agreement. Before voting to approve the New Sub-Advisory Agreement as in the best interest of the Fund and its shareholders, the Board reviewed the Support Materials with Trust management and with counsel to the Independent Trustees and discussed a memorandum from such counsel discussing the legal standards for the Board’s consideration of the New Sub-Advisory Agreement. In approving the New Sub-Advisory Agreement, the Board considered substantially the same factors as it considered in initially approving the Prior Form of Sub-Advisory Agreement, which occurred at the Board’s meeting on December 11 and 12, 2019, in addition to new information regarding the Sub-Adviser Appointment, peer group expense and performance data provided by Broadridge for comparison purposes through April 30, 2021, updated performance information for the Fund compared to its benchmark index through April 30, 2021 provided by Alta, and performance composite data of the Guardian Fundamental Global Equity Composite for various time periods through March 31, 2021 as provided by Guardian. This information formed the primary basis for the Board’s determinations.

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

Based upon the information provided to the Board throughout the course of the year and the Support Materials, the Board considered whether the overall arrangements between Guardian and GuardCap as set forth in the New Sub-Advisory Agreement are fair and reasonable in light of the services GuardCap will perform, the investment advisory fees that the Fund pays, the sub-advisory fees that Guardian will be required to pay to GuardCap, and such other matters as the Trustees considered relevant in the exercise of their reasonable business judgment. After reviewing the Support Materials and considering other information provided to the Board during the course of the June Meeting and during the previous year, the Board determined that it had all the information it deemed reasonably necessary to make an informed decision about the approval of the New Sub-Advisory Agreement. The material factors and conclusions that formed the basis of the Trustees’ determination to approve the New Sub-Advisory Agreement are summarized below.

Nature, Extent and Quality of Services Provided. The Trustees noted that GuardCap personnel currently serve as the portfolio managers for the Fund under the Participating Affiliate Arrangement and that these same persons will continue to serve as the portfolio managers under the New Sub-Advisory Agreement. The Trustees also noted that the day-to-day investment management services provided by these GuardCap personnel would continue substantially unchanged. The Trustees considered the scope of services that GuardCap would provide under the New Sub-Advisory Agreement, noting that such services include, but are not limited to, the following: (1) investing the Fund’s assets and determining the portfolio securities to be purchased, sold or otherwise disposed of and timing of such transactions consistent with the Fund’s investment objective and investment policies; (2) placing orders for securities transactions; (3) providing quarterly compliance reports, (4) voting all proxies with respect to the Fund’s portfolio securities and providing assistance to the Trust’s CCO in compiling the proxy voting record for submission to the SEC; (5) providing assistance in the valuation of the portfolio securities of the Fund, (6) recommending brokers for inclusion on an approved broker list for the Fund, subject to approval by the Adviser, (7) conducting in-house proprietary quantitative analysis and fundamental research; and (8) providing marketing support. The Trustees noted no changes to the services that the Fund would receive under the terms of the New Sub-Advisory Agreement relative to the services provided pursuant to the Participating Affiliate Arrangements currently governing the operation of the Fund. The Trustees considered GuardCap’s capitalization and its assets under management. The Trustees further considered the investment philosophy and investment industry experience of the portfolio managers. The Trustees also noted the Fund’s performance compared to its benchmark index, including the fact that the Fund had underperformed its benchmark index for the one-year, year-to-date, and since inception periods ended April 30, 2021. The Trustees also considered the Fund’s performance compared to the World Large Stock Growth Morningstar category and the custom peer group. The Trustees noted that the Fund underperformed both the medians of the Morningstar category and custom peer group for the one-year and since inception periods ended April 30, 2021. The Trustees further considered GuardCap’s discussion and explanation with regard to periods of unfavorable performance, and also noted that the reported performance of the Fund covered a short time period. Based upon the foregoing, the Trustees concluded that they were satisfied with the nature, extent, and quality of services that GuardCap would provide to the Fund under the New Sub-Advisory Agreement.

Cost of Advisory Services and Profitability. The Trustees considered the proposed annual sub-advisory fee that Guardian would pay to GuardCap pursuant to the New Sub-Advisory Agreement, as well as Guardian’s profitability from the services that Guardian and its related companies render to the Fund. The Trustees considered that under the terms of the New Sub-Advisory Agreement, GuardCap had agreed with Guardian to contractually waive 20 basis points of its sub-advisory fee until average net assets in the Fund reach $100 million. It was also noted that the services provided under the existing advisory agreement with Alta were slightly unprofitable during the last fiscal year and were projected to be slightly unprofitable in the current fiscal year and also noted that the realignment of the investment advisory arrangements would not have a material impact on the costs of investment advisory services and projections thereof. The Trustees also noted that, although the overall relationship was projected to be slightly unprofitable to Guardian in the current fiscal year, that the Sub-Advisory portion of the contract was projected to be profitable to GuardCap.

Comparative Fee and Expense Data. It was noted that GuardCap had provided comparisons of the sub-advisory fee and contractual expenses of the Fund with those of other funds that GuardCap manages across the rest of its business. The Trustees noted that the Fund’s proposed sub-advisory fee is lower than the fee that GuardCap charges to its other sub-advised entities or separately managed accounts. While recognizing that it is difficult to compare management fees because the scope of advisory services provided may vary from one investment adviser to another, and from one investment vehicle type to another, the Trustees concluded that GuardCap’s proposed sub-advisory fee is reasonable at this time.

Economies of Scale. The Trustees also considered that the sub-advisory fee to be paid by Guardian to GuardCap pursuant to the New Sub-advisory Agreement does not contain breakpoints and determined that breakpoints are not appropriate at this time. In addition, the Trustees noted that under the terms of the New Sub-Agreement, GuardCap had agreed to contractually waive 20 basis points of its sub-advisory fee until the assets of the Fund reach $100 million. The Trustees noted that the Fund is a fairly young fund with less than three years in operation, and that an increase in assets would mostly likely not decrease the extent of advisory services that GuardCap would need to provide to the Fund at the present time. The Trustees concluded that the Fund is not likely to benefit from any economies of scale at this time.

Other Benefits. The Trustees noted that GuardCap does not utilize soft dollar arrangements with respect to portfolio transactions and does not use affiliated brokers to execute the Fund’s portfolio transactions. The Trustees noted that Guardian, an affiliate of GuardCap, will also receive advisory fees under the New Guardian Advisory Agreement. The Trustees noted that GuardCap had confirmed that there were no economic or other benefits associated with the selection or use of any particular providers for the Fund. The Trustees concluded that all things considered, GuardCap will not receive material additional financial benefits from services rendered to the Fund.

Based on all of the information presented to and considered by the Board and the conclusions that it reached, the Board and the Independent Trustees voting separately unanimously approved the New Sub-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.

Required Vote

Approval of this proposal requires the affirmative vote of “a majority of outstanding voting securities” of the Fund. Under the 1940 Act, a “majority of the outstanding voting securities” is defined as the lesser of: (1) 67% or more of the voting securities of the Fund entitled to vote present in person or by proxy at the Meeting, if the holders of more than 50% of the outstanding voting securities entitled to vote thereon are present in person or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund entitled to vote thereon.

FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE NEW SUB-ADVISORY AGREEMENT BETWEEN GUARDIAN AND GUARDCAP AS IT RELATES TO THE FUND

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OTHER BUSINESS

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 matteradditional matters 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.

VOTING INFORMATION

Who is Eligible to Vote?

Shareholders[Remainder of record of each Fund as of the close of business on the Record Date, are entitled to vote on the proposal 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 shareholders of the Fund 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 vote as of the Record Date constitutes a quorum for the Special Meeting. For purposes of determining the presence of a quorum, abstentions, and broker “non-votes” will be counted as present. Broker “non-votes” occur when a nominee holding shares for a beneficial owner does not vote on a proposal because the nominee does not have discretionary voting powers with respect to that proposal and has not received instructions from the beneficial owner.

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 with respect to the Proposals will require the affirmative vote of the holders of a simple majority of the Fund’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 Fund present at a shareholder meeting if the owners of more than 50% of the shares of the Fund then outstanding are present in person or by proxy, or (b) more than 50% of the outstanding shares of the 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.

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- ___-___-____.

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. page intentionally left blankShareholders 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 $___________. 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 will not seek reimbursement from the Funds for any costs associated with the proxy.

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 subsequent 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.

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-__________. 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-____________ 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 named as proxies will vote thereon in their discretion according to their best judgment in the interests of each Fund and its shareholders.

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 Adviser shall be the property of the Trust (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 such 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 the 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 or applicable staff interpretations thereof, by vote of a majority of the Fund’s outstanding voting securities.

(b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness and shall continue in effect with respect to that Fund for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as Trustees of the Trust) by votes cast in person at a 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 investment 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 a majority of the outstanding 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 Adviser, and the 1940 Act, the Trustees, officers, agents or shareholders of a Fund are or may be Advisory Representatives of the Adviser as directors, officers, shareholders, agents, or otherwise and Advisory Representatives are or may be interested persons of the Trust 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 this 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 Confidential Information: (iv) information that is disclosed to the Receiving Party without any obligation of confidentiality 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 Receiving 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 similar nature (but in no event less than a reasonable level of care) to keep confidential, and to 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 counterparts, and all of the counterparts 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 included for convenience only and are not to be used to construe or interpret this Agreement.

(h) Notices, requests, instructions and communications received by the Parties at their respective principal places of business, as 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 outstanding voting securities”, “interested person”, “affiliated person,” “control” and “assignment” shall have the meanings ascribed thereto in the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

(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.

IN 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 NEW INVESTMENT ADVISORY AGREEMENT

FULLER & THALER FUNDS

CAPITOL SERIES TRUST

INVESTMENT 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 an Ohio business trust organized under an Agreement and Declaration of Trust dated September 18, 2013 (the “Trust Instrument”), and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company of the series type; and

WHEREAS, the Trust, 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”) and the Adviser have determined that it is appropriate and in the best interests of each Fund and its shareholders to limit the expenses of each Fund and, therefore, have entered into this Agreement in order to maintain each Fund’s expense ratio within the Operating Expense Limit, as defined below;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

EXHIBIT B

FORM OF NEW OPERATING EXPENSES LIMITATION AGREEMENT

FULLER & THALER FUNDS

EXHIBIT B

FORM OF NEW OPERATING EXPENSES LIMITATION AGREEMENT

FULLER & THALER FUNDS

This Agreement with respect to a Fund shall continue in effect until the expiration date set forth on Appendix A (the “Expiration Date”). The Board may terminate this agreement at any time. This Agreement shall terminate automatically upon the termination of the Advisory Agreement.

EXHIBIT B

FORM OF NEW OPERATING EXPENSES LIMITATION AGREEMENT

FULLER & THALER FUNDS

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the day and year first above written.

EXHIBIT B

FORM OF NEW OPERATING EXPENSES LIMITATION AGREEMENT

FULLER & THALER FUNDS

Appendix A

Effective January [__], 2022

EXHIBIT C

INFORMATION CONCERNING OWNERSHIP OF SHARES OF THE FULLER &THALER FUNDS BY MANAGEMENT, TRUSTEES AND PRINCIPAL SHAREHOLDERS

[Information to be provided when Record Date ownership data is available.]

Outstanding Shares

On the Record Date, the Small-Cap Equity Fund had _____________ shares outstanding.

Ownership of Shares By Trustees and Representatives of Fund Management, Including Employees of the Adviser

As of the Record Date, to the best of the knowledge of the Trust, Trustees and Officers of the Trust beneficially owned less than 1% of the outstanding shares of the Small-Cap Equity Fund. Employees of the Adviser, as a group, owned __.__ % of the outstanding shares of the Small-Cap Equity Fund.

Greater than 25% Shareholders

As of the Record Date, no shareholders beneficially owned, either directly or indirectly, 25% or more of the Small-Cap Equity Fund’s voting securities.

Greater than 5% Shareholders

As of the Record Date, beneficial owners of more than 5% the shares of the Small-Cap Equity Fund are listed in the table below:

EXHIBIT C

INFORMATION CONCERNING OWNERSHIP OF SHARES OF THE FULLER &THALER FUNDS BY MANAGEMENT, TRUSTEES AND PRINCIPAL SHAREHOLDERS

Outstanding Shares

On the Record Date, the Small-Cap Growth Fund had _____________ shares outstanding.

Ownership of Shares By Trustees and Representatives of Fund Management, Including Employees of the Adviser

As of the Record Date, to the best of the knowledge of the Trust, Trustees and Officers of the Trust beneficially owned less than 1% of the outstanding shares of the Small-Cap Growth Fund. Employees of the Adviser, as a group, owned __.__ % of the outstanding shares of the Small-Cap Growth Fund.

Greater than 25% Shareholders

As of the Record Date, beneficial owners of more than 25% of the shares of the Small-Cap Growth Fund are listed in the table below:

Greater than 5% Shareholders

As of the Record Date, beneficial owners of more than 5% of the shares of the Small-Cap Growth Fund are listed in the table below:

EXHIBIT C

INFORMATION CONCERNING OWNERSHIP OF SHARES OF THE FULLER &THALER FUNDS BY MANAGEMENT, TRUSTEES AND PRINCIPAL SHAREHOLDERS

Outstanding Shares

On the Record Date, the Mid-Cap Value Fund had _____________ shares outstanding.

Ownership of Shares By Trustees and Representatives of Fund Management, Including Employees of the Adviser

As of the Record Date, to the best of the knowledge of the Trust, Trustees and Officers of the Trust beneficially owned less than 1% of the outstanding shares of the Mid-Cap Value Fund . Employees of the Adviser, as a group, owned __.__ % of the outstanding shares of the Mid-Cap Value Fund .

Greater than 25% Shareholders

As of the Record Date, beneficial owners of more than 25% of the shares of the Mid-Cap Value Fund are listed in the table below:

Greater than 5% Shareholders

As of the Record Date, beneficial owners of more than 5% of the shares of the Mid-Cap Value Fund are listed in the table below:

EXHIBIT C

INFORMATION CONCERNING OWNERSHIP OF SHARES OF THE FULLER &THALER FUNDS BY MANAGEMENT, TRUSTEES AND PRINCIPAL SHAREHOLDERS

Outstanding Shares

On the Record Date, the Unconstrained Equity Fund had _____________ shares outstanding.

Ownership of Shares By Trustees and Representatives of Fund Management, Including Employees of the Adviser

As of the Record Date, to the best of the knowledge of the Trust, Trustees and Officers of the Trust beneficially owned less than 1% of the outstanding shares of the Unconstrained Equity Fund . Employees of the Adviser, as a group, owned __.__ % of the outstanding shares of the Unconstrained Equity Fund .

Greater than 25% Shareholders

As of the Record Date, beneficial owners of more than 25% of the shares of the Unconstrained Equity Fund are listed in the table below:

Greater than 5% Shareholders

As of the Record Date, beneficial owners of more than 5% of the shares of the Unconstrained Equity Fund are listed in the table below:

EXHIBIT C

INFORMATION CONCERNING OWNERSHIP OF SHARES OF THE FULLER &THALER FUNDS BY MANAGEMENT, TRUSTEES AND PRINCIPAL SHAREHOLDERS

Outstanding Shares

On the Record Date, the Small-Mid Core Equity Fund had _____________ shares outstanding.

Ownership of Shares By Trustees and Representatives of Fund Management, Including Employees of the Adviser

As of the Record Date, to the best of the knowledge of the Trust, Trustees and Officers of the Trust beneficially owned less than 1% of the outstanding shares of the Small-Mid Core Equity Fund. Employees of the Adviser, as a group, owned __.__ % of the outstanding shares of the Small-Mid Core Equity Fund.

Greater than 25% Shareholders

As of the Record Date, beneficial owners of more than 25% of the shares of the Small-Mid Core Equity Fund are listed in the table below:

Greater than 5% Shareholders

As of the Record Date, beneficial owners of more than 5% of the shares of the Small-Mid Core Equity Fund are listed in the table below:

EXHIBIT C

INFORMATION CONCERNING OWNERSHIP OF SHARES OF THE FULLER &THALER FUNDS BY MANAGEMENT, TRUSTEES AND PRINCIPAL SHAREHOLDERS

Outstanding Shares

On the Record Date, the Micro-Cap Equity Fund had _____________ shares outstanding.

Ownership of Shares By Trustees and Representatives of Fund Management, Including Employees of the Adviser

As of the Record Date, to the best of the knowledge of the Trust, Trustees and Officers of the Trust beneficially owned less than 1% of the outstanding shares of the Micro-Cap Equity Fund .. Employees of the Adviser, as a group, owned __.__ % of the outstanding shares of the Micro-Cap Equity Fund.

Greater than 25% Shareholders

As of the Record Date, beneficial owners of more than 25% of the shares of the Micro-Cap Equity Fund are listed in the table below:

Greater than 5% Shareholders

As of the Record Date, beneficial owners of more than 5% of the shares of the Micro-Cap Equity Fund are listed in the table below: