The Interim Agreement

At its April 28, 2021 meeting, the Board including by separate vote of a majorityand Shareholders of the Independent Trustees, reviewed and approvedFund. The Closing Date is anticipated to occur in the third quarter of 2023.

Accordingly, as discussed above, an interim investment advisory agreement between BFS and the Trust, on behalf of the Fund, and the Adviser (the "Interim Agreement"“Interim Advisory Agreement”). will take effect upon the Closing Date. On June 1, 2023, the Board, including the Independent Trustees, unanimously approved the Interim Advisory Agreement in order to assure continuity of investment advisory services to the Fund after the Closing Date.

The terms of the Interim Advisory Agreement are identical to those of the Existing Advisory Agreement and the New Advisory Agreement, except for the effective and termination dates and certain escrow provisions described below. Fees payable under the Interim Advisory Agreement will be no greater than would have been paid under the Existing Advisory Agreement. The Interim Advisory Agreement took effect on _____, 2021 and will continue in effect for a term ending on the earlier of 150 days from its effectivenessthe Closing Date (the “150-day period”) or the date that shareholderswhen Shareholders of the Fund approve the New Advisory Agreement.

The terms of Pursuant to Rule 15a-4 under the Interim Agreement are substantially1940 Act, compensation earned by the same as those of the Prior Agreement, except for certain provisions that are required by law and except that the date of the Interim Agreement is made current. The provisions required by law include a requirement that fees payableAdviser under the Interim Advisory Agreement will be paid intoheld by the Fund’s custodian in an interest-bearing escrow account. If Shareholders of the Fund's shareholdersFund approve the New Advisory Agreement by the end of the 150-day period with respect to the Fund, the amount held in the escrow account under the Interim Advisory Agreement (including interest earned) will be paid to the Adviser. If Shareholders of the Fund do not ultimately approve the New Advisory Agreement by the end of the 150-day period, the compensation (plus any interest earned thereon) payableBoard will take such actions as it deems to be in the best interests of the Fund, and the Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Advisory Agreement will be paid to BFS. However, if the New Agreement is not approved, only the lesser of the costs incurred (plus interest)interest earned on such amount) or the total amount held in the escrow account (including interest) will be paidwith respect to BFS.

The Fund had been operating pursuant to an expense limitation agreement whereby BFS was limiting the operating expenses of the Fund at 1.00%, subject to certain exceptions. This expense limitation agreement terminated automatically due to the assignment of the Prior Agreement. However, in conjunction with the implementation ofunder the Interim Advisory Agreement, andplus interest earned on such amount. The Interim Advisory Agreement may be terminated by the Board’s approvalTrust’s Board of the New Agreement, BFS has entered into an expense limitation agreement to cap fees at 1.00%, which is described in more detail below.

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

At its April 28, 2021 meeting, the Board, includingTrustees or a majority of the Independent Trustees, reviewed and approved the New Agreement between BFS and the Trust, and recommended that shareholders approve the New Agreement. It is anticipated that, if approved by shareholders, the New Agreement will become effectiveFund’s outstanding voting securities at any time, without payment of any penalty, on the shareholder meeting date, including any adjournments or postponements (the “Effective Date”). The New Agreement is identical10 calendar days written notice to the Prior Agreement, except with respect to its date. Set forth below is a summary of all material terms of the New Agreement. The form of the New Agreement is included as Appendix A. The summary of all material terms of the NewAdviser.

Agreement below is qualified in its entirety by referenceAffiliated Service Providers, Affiliated Brokerage and Other Fees

During the Fund’s most recently completed fiscal year, the Fund made no material payments to the formAdviser or any affiliated person of New Agreement includedthe Adviser for services provided to the Fund except as Appendix A.

set forth on Appendix C to this Proxy Statement.

The advisory fee rate underFund paid no brokerage commissions within the Prior Agreement andlast fiscal year to (i) any broker that is an affiliated person of the New AgreementFund or an affiliated person of such person, or (ii) any broker an affiliated person of which is an affiliated person of the Fund or the Adviser.

Information about the Adviser

Kovitz Investment Group Partners, LLC, 71 South Wacker Drive, Suite 1860, Chicago, IL 60606, is the same. Fund’s current investment adviser. Since its organization in 2003, the Adviser has provided investment advisory and administrative services primarily to high net worth individuals and institutional clients. As of March 31, 2023, the Adviser had approximately $7 billion in assets under management.

The annualized advisory fee rate paid to BFS byAdviser is an indirect, wholly owned subsidiary of Focus Financial Partners, LLC, 875 Third Avenue, 28th Floor, New York, NY 10022 (“Focus LLC”). The sole managing member of Focus LLC is Focus Financial Partners Inc. Focus LLC, a Delaware limited liability company headquartered in New York City, is a strategic and financial investor in and acquiror of independently-managed wealth and asset management firms in the Fund will remain at 0.75%U.S. and abroad. Focus LLC was formed in Delaware on November 30, 2004, and Focus was incorporated in Delaware on July 29, 2015.

Mitchell A. Kovitz, Joel D. Hirsh, Bryan L. Engler, and Jonathan A. Shapiro are the portfolio managers responsible for the day-to-day management of the Fund’s average daily net assets.Fund.

The New Agreement would require BFS to provide the same services as provided under the Prior Agreement. BFS shall, subject to the supervisionMitchell A. Kovitz, CFA, CPA – portfolio manager of the Board, regularly provide the Fund with investment research, advice and supervision and shall furnish continuously an investment program for the Fund, consistent with its investment objectives and policies. BFS shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund and what portionchief executive officer, portfolio manager and principal of the Fund’s assets shall be held uninvested in cash, subject always toAdviser. Mr. Kovitz has been managing the provisions ofFund and previously the Trust’s Agreement and Declaration of Trust, as amended and supplemented, Bylaws and the Fund’s registration statement and with the investment objectives, policies and restrictionspredecessor fund since 2011.

Joel D. Hirsh, CFA – portfolio manager of the Fund as eachand portfolio manager and principal of the same shall be from time to time in effect.Adviser. Mr. Hirsh has been managing the Fund and previously the predecessor fund since 2011.

The New Agreement has the same duration and termination provisions as the Prior Agreement. The New Agreement will have an initial term of two years from its effective date and will continue from year to year so long as its renewal is specifically approved by (a) a majorityBryan L. Engler, CFA – portfolio manager of the Trustees who are not parties to the New AgreementFund and who are not "interested persons" (as defined in the 1940 Act) of any party to the New Agreement, cast in person at a meeting called for the purpose of voting on such approvalportfolio manager and a majority voteprincipal of the Trustees or (b) by vote ofAdviser. Mr. Engler has been managing the Fund and previously the predecessor fund as a majorityportfolio manager of the voting securitiesAdviser since 2021.

Jonathan A. Shapiro, MBA, CFA – portfolio manager of the Fund. It may be terminated byFund and principal of the Adviser. Mr. Shapiro has been managing the Fund and previously the predecessor fund since 2011.

Information regarding the principal executive officer, directors and certain other officers of the Adviser and its affiliates and certain other information is attached in Appendix D to this Proxy Statement. None of the officers or Trustees of the Trust withoutare affiliated with the payment of any penalty, by a voteAdviser.

Required Vote

Approval of the Board or with respect to the Fund, uponProposal requires the affirmative vote of a majority“majority of the outstanding voting securitiessecurities” of the Fund. It may also be terminated at any time upon 60 days' notice withoutFund, which, under the payment of any penalty by the Board, by a1940 Act, means an affirmative vote of the lesser of (a) 67% or more of the shares of a majorityFund present at the Meeting if the holders of more than 50% of the outstanding voting securitiesshares are present or represented by proxy, or (b) more than 50% of the Fund or by BFS.outstanding shares. The New Agreement will terminate automatically in the event of its assignment.

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

BFS has entered into a new expense limitation arrangement whereby it has contractually agreed to waive or limit its fees and to assume certain other expensesimplementation of the Fund until September 30, 2022, so that total annual operating expenses of the Fund do not exceed 1.00%. This contractual arrangement may only be terminated by mutual consent of BFS and the Board, and it will automatically terminate upon the termination of the Interim Agreement, if the New Agreement is not approved, or upon the termination of the New Agreement. This operating expense limitation does not apply to: (i) interest, (ii) taxes, (iii) brokerage commissions, (iv) other expenditures which are capitalized in accordance with generally accepted accounting principles, (v) other extraordinary expenses not incurred in the ordinary course of the Fund’s business, (vi) dividend expense on short sales, (vii) expenses incurred under a plan of distribution under Rule 12b-1, and (viii) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement, if applicable, in any fiscal year. The operating expense limitation also excludes any “Acquired Fund Fees and Expenses,” which are the expenses indirectly incurred by the Fund as a result of investing in money market funds or other investment companies, including exchange-traded funds, that have their own expenses. Each waiver or reimbursement of an expense by BFS is subject to repayment by the Fund within the three years following such waiver or reimbursement, provided that the Fund is able to make the repayment without exceeding the expense limitation in place at the time of the waiver or reimbursement and the expense limitation in place at the time of the repayment.

Information Concerning BFSProposal is contingent upon the completion of the Transaction. If the Transaction is not completed, then the Existing Advisory Agreement would not be terminated and would remain in effect.

THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE FOR THE PROPOSAL.

BOARD CONSIDERATIONS

BFS, located at 185 Asylum Street, City Place II, Hartford, Connecticut 06103, was formed in 1993. BFS serves individuals, retirement plans, corporationsSummary of Board Meetings and institutions, and as of May 31, 2021 had assets under management of approximately $___ billion. The names, addresses, and principal occupationConsiderations

All of the principal executive officers of BFS are set forth below. No changes are anticipated to this information as a resultTrustees, including all of the Transaction.

Board Considerations in ApprovingIndependent Trustees, met on June 1, 2023 (the “Meeting”) to determine whether to approve the New Advisory Agreement and to recommend approval to Shareholders. At the Meeting and throughout the process of considering the New Advisory Agreement, the Board was advised by counsel to the Trust.

In their consideration of the approval of the New Advisory Agreement, the Board requested certain materials as they deemed necessary from the Adviser and evaluated their responses thereto. During the Meeting, senior representatives of the Adviser provided information to the Board regarding the Adviser’s personnel and operations. The Board also reviewed the terms of the New Advisory Agreement and considered its possible effects on the Fund and its Shareholders.

During the Meeting, representatives of the Adviser indicated their belief, based on discussions with Focus, that the approval of the New Advisory Agreement would not adversely affect (i) the continued operation of the Fund; or (ii) the capabilities of the senior personnel and investment advisory personnel of the Adviser who currently manage the Fund to continue to provide these and other services to the Fund at least equivalent to the current level. The Adviser recommended that the Board approve the New Advisory Agreement and that the Board recommend that Shareholders approve the New Advisory Agreement.

Board Approval of the Investment Advisory Agreement

Advisory Agreements

At a meeting held on April 28, 2021the Meeting, the Board, including the Independent Trustees considered the approval of the Interim Advisory Agreement for a period ending on the earlier of 150 days from the Closing Date or when Shareholders of the Fund approve the New Advisory Agreement, between BFS and the TrustNew Advisory Agreement, for an initial two-year term, renewable annually thereafter (collectively, the “Advisory Agreements”).

Factors Considered in Approving the Advisory Agreements

In connection with respect to the Fund. BFS provided written information toBoard’s review of the Advisory Agreements, key personnel of the Adviser discussed with the Board to assista variety of matters, including the Board in its considerations.following:

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

The Trustees relied in part on their past experience with BFSthe Adviser in managing the Fund, due to the fact that the personnel and management of BFSthe Adviser is expected to remain the same as that currently in place and that no changes are expected as a result of the Transaction. They also considered that the New Advisory Agreement

is identical to the PriorExisting Advisory Agreement (except for the date of effectiveness). They reflected upon their experience with BFS,the Adviser, including the information furnished for the Board’s review and consideration in the past at regular Board meetings, as well as information specifically prepared and/or presented in connection with the current approval process, including information presented at the meeting.Meeting.

In assessing the factors and reaching its decision, the Board considered information furnished by BFSthe Adviser and the Trust’s other service providers for the Board’s review and consideration throughout the year, as well as information specifically prepared and/or presented in connection with the approval process, including: (i) reports regarding the services and support provided to the Fund and its shareholders by BFS;the Adviser; (ii) quarterly assessments of the investment performance of the Fund by personnel of BFS;the Adviser; (iii) commentary on the reasons for the performance; (iv) presentations by BFSthe Adviser addressing its investment philosophy, investment strategy, personnel and operations; (v) compliance and audit reports concerning the Fund and BFS;the Adviser; (vi) disclosure information contained in the registration statement for the Fund and the Form ADV of BFS;the Adviser; and (vii) a memorandum from counsel, that summarized the fiduciary duties and responsibilities of the Board in reviewing and approving the New Advisory Agreement. The Board also requested and received various informational materials including, without limitation: (a) documents containing information about BFS,the Adviser, including its financial information; a description of its personnel and the services it provides to the Fund; information on BFS’s

the Adviser’s investment advice and performance; summaries of Fund expenses, compliance program, current legal matters, and other general information; (b) comparative expense and performance information for other mutual funds with strategies similar to the Fund; and (c) the benefits to be realized by BFSthe Adviser from its relationship with the Fund. In considering the foregoing, the Board also considered the impact, if any, that the Transaction would have on the ability of BFSthe Adviser to continue to provide a similar level and quality of services to the Fund and its shareholders as had previously been provided. The Board did not identify any particular information that was most relevant to its consideration to approve the New Advisory Agreement and each Trustee may have afforded different weight to the various factors. In deciding whether to approve the New Advisory Agreement, the Trustees considered the factgsfactors and came to the conclusions set forth below.

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

assigned to the Fund; the basis of decisions to buy or sell securities for the Fund and/or BFS’s other accounts; and the substance and administration of BFS’s code of ethics. The Trustees also considered disclosure in the registration statement of the Trust relating to BFS’s potential conflicts of interest. The Trustees noted that BFS does not utilize soft dollars. The Trustees noted other potentialWith respect to benefits to BFS, including the factAdviser (in addition to fees under the New Advisory Agreement), the Board noted that the Adviser would benefit from its relationship with the Fund as the Fund provides an attractiveinvestment vehicle for smaller accounts, which may increase the total assets under management by BFS. Based on the foregoing,Adviser’s advisory clients with small balances. Following further consideration and discussion, the Board determined that the Adviser’s standards and practices of BFS relating to the identification and mitigation of potential conflicts of interest were satisfactory and the anticipated benefits to be realized by BFS inthe Adviser from managing the Fund were satisfactory.acceptable.

Section 15(f)After this review and discussion, the Board unanimously concluded that the approval of the 1940 ActNew Advisory Agreement for an initial two-year term was in the best interests of the Fund and its Shareholders.

Information about the Interim Advisory Agreement

As discussed above, at the Meeting, the Board, including the Independent Trustees, unanimously approved the Interim Advisory Agreement. To assure continuity of advisory services, the Interim Advisory Agreement will take effect upon the Closing Date of the Transaction. The terms of the Interim Advisory Agreement are identical to those of the Existing Advisory Agreement and New Advisory Agreement, in each case except for the effective and termination dates and certain escrow provisions described in the Proxy Statement. In light of the foregoing, the Trustees, including the Independent Trustees, unanimously determined that the scope and quality of services to be provided to the Fund under the Interim Advisory Agreement are at least equivalent to the scope and quality of services provided under the Existing Advisory Agreement.

GENERAL INFORMATION

Ownership of Shares

As of the Record Date, no Shareholder owned, beneficially or of record, more than 5% of the Fund, except as provided in Appendix E.

No officers or Trustees of the Trust owned shares of the Fund as of the Record Date.

Other Information

Since May 31, 2023, no Trustee has purchased or sold securities exceeding 1% of the outstanding securities of any class of the Adviser or its parent or subsidiaries.

As of the Record Date, no Independent Trustee or any of their immediate family members owned beneficially or of record any class of securities of the Adviser or any person controlling, controlled by or under common control with the Adviser.

Payment of Solicitation Expenses

The partiesAdviser or its parent company has agreed to pay the expenses of the preparation, printing and mailing of this Proxy Statement and its enclosures and of all solicitations.

Delivery of Proxy Statement

Only one copy of this Proxy Statement may be mailed to each household, even if more than one person in the household is a Fund Shareholder, unless the Fund has received contrary instructions from one or more

of the household’s Shareholders. If a Shareholder needs an additional copy of this Proxy Statement, would like to receive separate copies in the future, or would like to request delivery of a single copy to Shareholders sharing an address, please contact (877) 714-2327 or write to the TransactionFund at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.

Other Business

The Trustees do not intend to bring any matters before the Meeting other than the Proposal described in this Proxy Statement, and the Trustees are not aware of any other matters to be brought before the Meeting by others. Because matters not known at the time of the solicitation may come before the Meeting, the proxy as solicited confers discretionary authority with respect to such matters as properly come before the Meeting, including any adjournment(s), postponement(s) or delays thereof, and it is the intention of the persons named as attorneys-in-fact in the proxy (or their substitutes) to vote the proxy in accordance with their judgment on such matters.

Submission of Shareholder Proposals

The Trust has not received any shareholder proposals to be considered for presentation at the TransactionMeeting. Under the proxy rules of the SEC, shareholder proposals may, under certain conditions, be included in the Trust’s Proxy Statement and proxy for a particular meeting. Under these rules, proposals submitted for inclusion in the Trust’s proxy materials must be received by the Trust within a reasonable time before the solicitation is made.

The Trust is generally not required to come withinhold annual meetings of Shareholders, and the safe harbor provided by Section 15(f)Trust generally does not hold a meeting of Shareholders in any year, unless certain specified Shareholder actions, such as the election of trustees or the approval of a new advisory agreement, are required to be taken under state law or the 1940 Act. Section 15(f)By observing this policy, the Trust seeks to avoid the expenses customarily incurred in the preparation of proxy material and the holding of Shareholders’ meetings, as well as the related expenditure of staff time.

A Shareholder desiring to submit a proposal intended to be presented at any meeting of Shareholders of a series of the 1940 Act permits an investment adviserTrust hereafter called should send the proposal to the Secretary of the Trust at the Trust’s principal offices within a reasonable time before the solicitation of proxies for such meeting occurs. The mere submission of a registered investment company (or any affiliated personsproposal by a Shareholder does not guarantee that such proposal will be included in the proxy statement because certain rules under the federal securities laws must be complied with before inclusion of the investment adviser)proposal is required. Also, the submission does not mean that the proposal will be presented at the meeting. For a Shareholder proposal to be considered at a Shareholders’ meeting, it must be a proper matter for consideration under Delaware law, the Trust’s governance documents and relevant Trust policies.

Principal Underwriters and Administrator

Northern Lights Distributors, LLC is the principal underwriter of the Fund. Northern Lights Distributors, LLC is located at 4221 North 203rd Street, Suite 100, Elkhorn, Nebraska, 68022.

Ultimus Fund Solutions, LLC is the administrator of the Fund. The administrator is located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio, 45246.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on September 5, 2023

The Proxy Statement is available on the Internet at https://vote.proxyonline.com/vat/docs/kovitz2023.pdf.

Reports to Shareholders and Financial Statements

The Fund commenced operations in December 2022 following the reorganization of two mutual funds managed by the Adviser into the Fund. Upon request, the most recent annual report of the predecessor to the Fund can be obtained at no cost. To request a report for the Fund, please call (877) 714-2327, write to the Fund at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246, or visit https://www.kovitzetf.com.

To avoid sending duplicate copies of materials to households, the Fund mails only one copy of each report to Shareholders having the same last name and address on the Fund’s records, unless the Fund has received contrary instructions from Shareholders.

If you want to receive any amountmultiple copies of these materials or benefit in connection with a sale of an interestrequest householding in the investment adviser, provided that two conditions are satisfied.future, you may call the Fund at (877) 714-2327. You may also notify the Fund in writing at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246. Individual copies of prospectuses and reports will be sent to you within thirty (30) days after the transfer agent receives your request to stop householding.

First, an "unfair burden"VOTING INFORMATION

Voting Rights

Only Shareholders of record of the Fund at the close of business on June 26, 2023 (the “Record Date”) may not be imposedvote. Shareholders of record on the investment company as a result ofRecord Date are entitled to be present and to vote at the sale of the interest,Meeting. Each share or any express or implied terms, conditions or understandings applicable to the sale of the interest. The term "unfair burden," as defined in the 1940 Act, includes any arrangement during the two-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any "interested person" of the adviser (as defined in the 1940 Act), receives orfractional share is entitled to receive any compensation, directlyone vote or indirectly, fromfraction thereof. The number of outstanding shares of the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any personFund, as of the close of business on the Record Date, is included in connectionAppendix A to this Proxy Statement.

Each proxy solicited by the Board that is properly executed and returned in time to be voted at the Meeting will be voted at the Meeting in accordance with the purchaseinstructions on the proxy. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Trust stating that the proxy is revoked or saleby a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing that proxy; or (ii) written notice of securitiesthe death or other propertyincapacity of the maker of that proxy is received by the Trust before the vote pursuant to fromthat proxy is counted. A proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise, with the investment company (other than ordinary fees for bona fide principal underwriting services). The Board has not been advised by BFSburden of any circumstances arising from the Transaction that might result in the imposition of an "unfair burden"proving invalidity resting on the Fund.challenger.

Second, duringAbstentions will be counted as present for purposes of determining whether a quorum is present at the three-year period after the Transaction, at least 75% of the members of the investment company's board of trustees cannot be "interested persons" (as defined in the 1940 Act) of the investment adviserMeeting. Abstentions will not count as votes cast for or its predecessor.against any proposals. The Trust will use its reasonable best effortsconsider broker non-votes as present for purposes of determining whether a quorum is present at the meeting. Broker non-votes will not count as votes cast for or against any proposals. “Broker non-votes” occur where: (i) shares are held by brokers or nominees, typically in “street name”; (ii) instructions have not been received from the beneficial owners or persons entitled to ensure that at all times at least 75%vote the shares; and (iii) the broker or nominee does not have discretionary voting power on a particular matter.

Attending the Meeting

If you wish to attend the Meeting and vote in person, you will be able to do so. If you intend to attend the Meeting in person and you are a Shareholder of record of the Trustees areFund on the Record Date, in order to gain admission you may be asked to show photographic identification, such as your driver’s license. If you intend to attend the Meeting in person and you hold your shares through a broker, bank or other intermediary, in order to gain admission, you may be asked to show photographic identification, such as your driver’s license, and satisfactory proof of ownership of shares of the Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of a recent date. If you hold your shares in a brokerage account or through a bank or other intermediary, you will not "interested persons" (as definedbe able to vote in person at the 1940 Act)Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other intermediary and present it at the Meeting. You may contact the Fund at (877) 714-2327 to obtain directions to the site of the Meeting.

Quorum; Adjournment

The presence in person or by proxy of the holders of record of one-third of the outstanding shares entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at the Meeting, permitting action to be taken. The shares represented by a proxy that is properly executed and returned will be considered to be present at the Meeting. All properly executed proxies received in time for the three-year period afterMeeting will be treated as present for quorum. Abstentions and broker non-votes will be treated as shares that are present but which have not been voted. Accordingly, abstentions and broker non-votes effectively will be a vote against the completionProposal.

Whether or not a quorum is present, or represented at the Meeting, the holders of shares representing one-third of the Transaction.voting power of the shares entitled to be voted at the Meeting shall be required in order to adjourn the Meeting with regard to a particular proposal scheduled to be voted on at the Meeting or to adjourn such Meeting entirely. In the event of an adjournment, no notice is required other than an announcement at the meeting at which adjournment is taken.

To assure the presence of a quorum at the Meeting, please promptly execute and return the enclosed proxy. A self-addressed, postage-paid envelope is enclosed for your convenience.

Should Shareholders require additional information regarding the proxy or replacement proxy cards, they may contact EQ Fund Solutions at 1-800-284-7175 (toll-free). Representatives are available [Monday through Friday, 9:00 a.m. – 10:00 p.m. (Eastern Time)].

Required Vote

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

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

FURTHER INFORMATION ABOUT VOTING AND THE SPECIAL MEETING

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

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

“Broker non-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not been received fromcontingent upon the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) and abstentions will be counted for purposes of determining the presence of a quorum but will not have any effect on the outcomecompletion of the election.Transaction. If the Transaction is not completed, then the Existing Advisory Agreement would not be terminated and would remain in effect.

Other Business.  The Trustees knowApproval of no other business to be brought before the Special Meeting. However,Proposal will occur only if any other matters properly come beforea sufficient number of votes at the Special Meeting they intendare cast FOR that proxies thatproposal. Abstentions and broker non-votes are not considered “votes cast” and, therefore, do not contain specific restrictions to the contrary be voted on such mattersconstitute a vote FOR. Abstentions and broker non-votes effectively result in accordance with the judgment of the persons nameda vote AGAINST and are disregarded in the proxy card. The Trust does not have annual meetings and, as such, does not have a policy relating to the attendance by the Trustees at shareholder meetings.

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

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

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

Annual and Semi-Annual Reports.  The most recent annual and semi-annual reportsFund share. Fractional shares are entitled to shareholders (when available) will be provided to shareholders at no cost. To request a report, please callproportional voting rights.

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

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

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

Outstanding Shares. The shares outstanding of the Fund as of May 14, 2021, the record date for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof, are: 2,274,349.

Beneficial Ownership. The table below sets forth the names, addresses and percentage ownership of those shareholders known by the Trust to own or record or beneficially 5% or more of the outstanding shares of a class of the Fund as of ________, 2021. As of ________, 2021, the Trustees and Officers of the Trust did not own shares of the Fund.

Appendix A Appendix B Appendix C Appendix D Appendix E Appendix F     Name Shares Outstanding Advisory Fee Rates Advisory Fees and AddressOther Fees Paid Information Regarding Officers and Directors of Owner Numberthe Adviser Principal Holders Form of Shares Percentage Ownership the New Advisory Agreement INVESTMENT ADVISER AND FUND INFORMATION Investment Adviser.  Bradley, Foster & Sargent, Inc., 185 Asylum Street, CityPlace II, Hartford, Connecticut 06103, has served as the investment adviser for the Fund since the Fund’s inception in November 2013.   10 28/44 Administrator, Fund Accountant and Transfer Agent. Ultimus Fund Solutions, LLC (“Ultimus”), 225 Pictoria Dr, Suite 450, Cincinnati, Ohio 45246 serves as the Trust’s administrator, fund accountant and transfer agent. Ultimus is the parent company of the Distributor (defined below). The officers of the Trust also are officers and/or employees of Ultimus. Appendix A   Distributor. Ultimus Fund Distributors, LLC (“Distributor”), 225 Pictoria Dr., Suite 450, Cincinnati, Ohio 45246 serves as the principal underwriter for shares of the Fund. Custodian. Huntington National Bank, 41 South High Street, Columbus, Ohio 43215, is the Custodian of the Fund’s investments.Shares Outstanding     Fund Total Number of Outstanding Shares as of the Record Date – June 26, 2023  Kovitz Core Equity ETF  [   ] PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY TO ENSURE THAT A QUORUM IS PRESENT AT THE SPECIAL MEETING. A SELF-ADDRESSED, POSTAGE PREPAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. 11 29/44 APPENDIX A  Appendix B   NEW INVESTMENT ADVISORY AGREEMENTAdvisory Fee Rate     Fund Contractual Advisory Fee Rate Kovitz Core Equity ETF 0.99% 30/44 Appendix C Advisory Fees and Other Fees Paid During Fiscal Year Ended October 31, 2022 The Fund commenced operations in December 2022 upon the reorganization of two mutual funds managed by the Adviser into the Fund. The following table describes the advisory fees earned by the Adviser, amounts waived and/or reimbursed and the net amount paid to the Adviser by the predecessor to the Fund during the fiscal year ended October 31, 2022. Advisory Fees Accrued   Fee Waiver/ Expense Reimbursement   Net Advisory Fees   $882,341 $(173,895) $708,446 31/44 Appendix D Information Regarding Officers and Directors of the Adviser Name and Address* Principal Occupation(s) Mitchell A. Kovitz Chief Executive Officer and Chairman of the Adviser Theodore J. Rupp Co-President of the Adviser Robert A. Contreras Co-President, General Counsel and Secretary of the Adviser Joel D. Hirsh Vice President of the Adviser Carolyn E. Raden Vice President and Chief Financial Officer of the Adviser Jeremy M. Wilson Chief Compliance Officer of the Adviser 32/44 Appendix E Principal Holders As of June 26, 2023, the Record Date, the persons shown in the table below were known to the Fund to own, beneficially or of record, more than 5% of the outstanding shares of the Fund. The nature of ownership for each position listed is “of record.” Name Shares Percent of Class [   ] [ ] [ ] 33/44 Appendix F Form of the New Advisory Agreement INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this ___day[ ] day of _____, 20__[ ] 2023 by and between Valued Advisers Trust (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and Bradley, Foster & Sargent, Inc.,Kovitz Investment Group Partners, LLC (the “Adviser”), a Connecticut corporationDelaware limited liability company with its principal place of business in Hartford, Connecticut.Chicago, Illinois. WITNESSETH WHEREAS, the Board of Trustees (the “Board”) of the Trust has selected the Adviser to act as investment adviser to the series portfolios of the Trust set forth on Schedule A to this Agreement (each, a “Fund”), as such schedule may be amended from time to time upon mutual agreement of the parties, and to provide certain related services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the Trust and the Adviser do hereby agree as follows: 1.       The Adviser’s Services. (a) Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fund, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), as filed with the Securities and Exchange Commission (the “Commission”), and with the investment objectives, policies and restrictions of each Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of a Fund. (b) Compliance. The Adviser agrees to comply with the requirements of the 1940 Act, the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the respective rules 12 34/44 and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules and regulations that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. The Adviser also agrees to comply with the objectives, policies and restrictions set forth in the Registration Statement, as amended or supplemented, of each Fund, and with any policies, guidelines, instructions and procedures approved by the Board and provided to the Adviser. In selecting each Fund’s portfolio securities and performing the Adviser’s obligations hereunder, the Adviser shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company. The Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure its compliance with the foregoing. No supervisory activity undertaken by the Board shall limit the Adviser’s full responsibility for any of the foregoing. (c) Recordkeeping. The Adviser agrees to preserve any Trust records that it creates or possesses that are required to be maintained under the 1940 Act and the rules thereunder (“Fund Books and Records”) for the periods prescribed by Rule 31a-2 under the 1940 Act. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser agrees that all such records are the property of the Trust and will surrender promptly to the Trust any of such records upon the Trust’s request. (d) Holdings Information and Pricing. The Adviser shall provide regular reports regarding Fund holdings, and shall, on its own initiative, furnish the Trust and its Board from time to time with whatever information the Adviser believes is appropriate for this purpose, and at the request of the Board, such information and reports requested by the Board. The Adviser agrees to notify the Trust as soon as practicable if the Adviser reasonably believes that the value of any security held by a Fund may not reflect fair value. The Adviser agrees to provide any pricing information of which the Adviser is aware to the Trust, its Board and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Trust’s valuation procedures for the purpose of calculating the Fund net asset value in accordance with procedures and methods established by the Board. (e) Cooperation with Agents of the Trust. The Adviser agrees to cooperate with and provide reasonable assistance to the Trust, any Trust custodian or foreign sub-custodians, any Trust pricing agents and all other agents and representatives of the Trust with respect to such information regarding each Fund as such entities may reasonably request from time to time in the performance of their obligations, provide prompt responses to reasonable requests made by such persons and use appropriate interfaces established by such persons so as to promote the efficient exchange of information and compliance with applicable laws and regulations. (f) Delegation of Authority. Any of the duties, responsibilities and obligations of the Adviser specified in this Section 1 and throughout the remainder of this Agreement with respect to one or more Funds may be delegated by the Adviser, at the Adviser’s expense, to an appropriate party (a “Sub-Adviser”), subject to such approval by the Board and shareholders of the applicable Funds to the extent required by the 1940 Act. The Adviser shall oversee the performance of delegated duties by any Sub-Adviser and shall furnish the Board with periodic reports concerning the performance of delegated responsibilities by such Sub-Adviser. The retention of a Sub-Adviser by the Adviser pursuant to this 13 35/44 Paragraph 1(f) shall in no way reduce the responsibilities and obligations of the Adviser under this Agreement and the Adviser shall be responsible to the Trust for all acts or omissions of any Sub-Adviser to the same extent the Adviser would be liable hereunder. Insofar as the provisions of this Agreement impose any restrictions, conditions, limitations or requirements on the Adviser, the Adviser shall take measures through its contract with, or its oversight of, the Sub-Adviser that attempt to impose similar (insofar as the circumstances may require) restrictions, conditions, limitations or requirements on the Sub-Adviser. 2. Code of Ethics. The Adviser has adopted a written code of ethics (“Adviser’s Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, which it has provided to the Trust. The Adviser has adopted procedures reasonably designed to ensure compliance with the Adviser’s Code of Ethics. Upon request, the Adviser shall provide the Trust with a (i) copy of the Adviser’s Code of Ethics, as in effect from time to time, and any proposed amendments thereto that the Chief Compliance Officer (“CCO”) of the Trust determines should be presented to the Board, and (ii) certification that it has adopted procedures reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by the Adviser’s Code of Ethics. Annually, the Adviser shall furnish a written report to the Board, which complies with the requirements of Rule 17j-1, concerning the Adviser’s Code of Ethics. The Adviser shall respond to requests for information from the Trust as to violations of the Adviser’s Code of Ethics by Access Persons and the sanctions imposed by the Adviser. The Adviser shall notify the Trust as soon as practicable after it becomes aware of any material violation of the Adviser’s Code of Ethics, whether or not such violation relates to a security held by any Fund. 3. Information and Reporting. The Adviser shall provide the Trust and its respective officers with such periodic reports concerning the obligations the Adviser has assumed under this Agreement as the Trust may from time to time reasonably request. (a) Notification of Breach / Compliance Reports. The Adviser shall notify the Trust’s CCO promptly upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law, or (ii) any material breach of any of each Fund’s or the Adviser’s policies, guidelines or procedures with respect to the Fund. In addition, the Adviser shall respond to quarterly requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The Adviser will promptly notify the Trust in the event (x) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws, or (y) of an actual change in control of the Adviser resulting in an “assignment” (as defined in Section 15) that has occurred or is otherwise proposed to occur. (b) Board and Filings Information. The Adviser will also provide the Trust with any information reasonably requested regarding its management of each Fund required for any 14 36/44 meeting of the Board, or for any shareholder report on Form N-CSR, Form N-Q,N-PORT, Form N-PX, Form N-SAR,N-CEN, Registration Statement or any amendment thereto, proxy statement, prospectus supplement, or other form or document to be filed by the Trust with the Commission. The Adviser will make its officers and employees available to meet with the Board from time to time on a reasonable basis on due notice to review its investment management services to each Fund in light of current and prospective economic and market conditions and shall furnish to the Board such information as may reasonably be necessary in order for the Board to evaluate this Agreement or any proposed amendments thereto. (c) Transaction Information. The Adviser shall furnish to the Trust such information concerning portfolio transactions as may be necessary to enable the Trust or its designated agent to perform such compliance testing on each Fund and the Adviser’s services as the Trust may, in its sole discretion, determine to be appropriate. The provision of such information by the Adviser to the Trust or its designated agent in no way relieves the Adviser of its own responsibilities under this Agreement. 4.       Brokerage. (a) Principal Transactions. In connection with purchases or sales of securities for the account of a Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act. (b) Placement of Orders. The Adviser shall place all orders for the purchase and sale of portfolio securities for each Fund’s account with brokers or dealers selected by the Adviser. The Adviser will not execute transactions with a broker dealer which is an "affiliated person" of the Trust except in accordance with procedures adopted by the Board. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to each Fund and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the 1934 Act) to each Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for each Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board shall periodically review the commissions paid by each Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits received by each Fund. 5. Custody. Nothing in this Agreement shall permit the Adviser to take or receive physical possession of cash, securities or other investments of a Fund. 6. Allocation of Charges and Expenses. (a) Expenses to be Paid by Adviser. The Adviser will bear its own costsshall pay all operating expenses of providing services hereunder. Other than as herein specifically indicated or otherwise agreed to in a separate signed writing, the Adviser shall not be responsible for a Fund’sFund, including the compensation and expenses includingof any employees of the Fund and of any other 15 37/44 brokeragepersons rendering any services to the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by the Fund in connection with the organization and initial registration of shares of the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, Administrator, accounting and pricing services agent and underwriter of the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Fund; the cost of preparing and distributing reports and notices to shareholders; the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates, if any, or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in placing ordersconnection with the sale or distribution of the Fund’s shares, excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under Investment Company Act of 1940, as amended (the “Act”); and all other operating expenses not specifically assumed by the Fund. In the event that the Adviser pays or assumes any expenses of the Trust not required to be paid or assumed by the Adviser under this Agreement, the Adviser shall not be obligated hereby to pay or assume the same or any similar expense in the future; provided, that nothing herein contained shall be deemed to relieve the Adviser of any obligation to the Funds under any separate agreement or arrangement between the parties. (b) Expenses to be Paid by the Fund. Each Fund shall pay: (a) all brokerage fees and commissions, indirect costs of investing in other investment companies, taxes, borrowing costs (such as (i) interest and (ii) dividend expenses on securities sold short); (b) fees and salaries payable to the Trust’s Trustees and officers who are not officers or employees of the Adviser or any underwriter of the Trust; (c) costs of any liability, uncollectible items of deposit and other insurance or fidelity bonds; and (d) such extraordinary or non-recurring expenses as may arise, including litigation to which the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. The Fund will also pay expenses that it is authorized to pay pursuant to Rule 12b-1 under the Act. The Adviser may obtain reimbursement from the Fund, at such time or times as it may determine in its sole discretion, for any of the purchaseexpenses advanced by the Adviser, which the Fund is obligated to pay, and salesuch reimbursement shall not be considered to be part of securities and other investment instruments.the Adviser’s compensation pursuant to this Agreement. 7.        Representations, Warranties and Covenants. (a) Properly Registered. The Adviser is registered with the Commission as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement. The Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Adviser, there is no proceeding or investigation pending or threatened that is reasonably likely to result in the Adviser being prohibited from performing the services contemplated by this Agreement. The Adviser agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to an investment company. The Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations. 38/44 investment company. The Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations. (b) ADV Disclosure. The Adviser has provided the Board with a copy of its Form ADV and will, promptly after amending its Form ADV, furnish a copy of such amendments to the Trust. The information contained in the Adviser’s Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. (c) Fund Disclosure Documents. The Adviser has reviewed and will in the future review the Registration Statement and any amendments or supplements thereto, the annual or semi-annual reports to shareholders, other reports filed with the Commission and any marketing material of a Fund (collectively the “Disclosure Documents”) and represents and warrants that with respect to disclosure about the Adviser, the manner in which the Adviser manages the Fund or information relating directly or indirectly to the Adviser, such Disclosure Documents contain or will contain, as of the date thereof, no untrue statement of any material fact and do not and will not omit any statement of material fact which was required to be stated therein or necessary to make the statements contained therein not misleading. (d) Use of the Name “BFS”“Kovitz”. The Adviser has the right to use the name “BFS”names “Kovitz” or any derivation thereof in connection with its services to the Trust and, subject to the terms set forth in Section 8 of this Agreement, the Trust shall have the right to use the name “BFS”“Kovitz” in connection with the management and operation of each Fund. The Adviser is not aware of any actions, claims, litigation or proceedings existing or threatened that would adversely affect or prejudice the rights of the Adviser or the Trust to use the name “BFS”“Kovitz”. (e) Insurance. The Adviser maintains errors and omissions insurance coverage in the amount disclosed to the Trust in connection with the Board’s approval of the Agreement and shall provide prior written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage, or (ii) if any material claims will be made on its insurance policies. Furthermore, the Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance. (f) No Detrimental Agreement. The Adviser represents and warrants that it has no arrangement or understanding with any party, other than the Trust, that would influence the decision of the Adviser with respect to its selection of securities for a Fund and its management of the assets of the Fund, and that all selections shall be done in accordance with what is in the best interest of the Fund. 16  assets of the Fund, and that all selections shall be done in accordance with what is in the best interest of the Fund. (g) Conflicts. The Adviser shall act honestly, in good faith and in the best interests of its clients and the Fund. The Adviser maintains a Code of Ethics which defines the standards by which the Adviser conducts its operations consistent with its fiduciary duties and other obligations under applicable law. (h) Representations. The representations and warranties in this Section 7 shall be deemed to be made on the date this Agreement is executed and at the time of delivery of the quarterly compliance report required by Section 3(a), whether or not specifically referenced in such report. 39/44 8. The Name “BFS”“Kovitz”. The Adviser grants to the Trust a license to use the name “BFS”“Kovitz” (the “Name”) as part of the name of any Fund during the term of this Agreement. The foregoing authorization by the Adviser to the Trust to use the Name as part of the name of any Fund is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the Name; the Trust acknowledges and agrees that, as between the Trust and the Adviser, the Adviser has the right to use, or authorize others to use, the Name. The Trust shall: (i) only use the Name in a manner consistent with uses approved by the Adviser; (ii) use its best efforts to maintain the quality of the services offered using the Name; and (iii) adhere to such other specific quality control standards as the Adviser may from time to time promulgate. At the request of the Adviser, the Trust will (i) submit to the Adviser representative samples of any promotional materials using the Name, and (ii) change the name of any Fund within three months of its receipt of the Adviser’s request, or such other shorter time period as may be required under the terms of a settlement agreement or court order, so as to eliminate all reference to the Name and will not thereafter transact any business using the Name in the name of any Fund. As soon as practicable following the termination of this Agreement, but in no event longer than three months, the Trust shall cease the use of the Name and any related logos or any confusingly similar name and/or logo in connection with the marketing or operation of the Funds. 9. Adviser’s Compensation. Each Fund shall pay to the Adviser, as compensation for the Adviser’s services hereunder, a fee, determined as described in Schedule A that is attached hereto and made a part hereof. Such fee shall be computed daily and paid not less than monthly in arrears by each Fund. The method for determining net assets of a Fund for purposes hereof shall be the same as the method for determining net assets for purposes of establishing the offering and redemption prices of Fund shares as described in the Fund’s Registration Statement. In the event of termination of this Agreement, the fee provided in this Section shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month. 10. Independent Contractor. In the performance of its duties hereunder, the Adviser is and shall be an independent contractor and, unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust or any Fund in any way or otherwise be deemed to be an agent of the Trust or any Fund. If any occasion should arise in which the Adviser gives any advice to its clients concerning the shares of a Fund, the Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. 11. Assignment and Amendments. This Agreement shall automatically terminate, without the payment of any penalty, in the event of its “assignment” (as defined in Section 15)14). This Agreement may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto and in accordance with the requirements of the 1940 Act, when applicable. 17  Agreement may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto and in accordance with the requirements of the 1940 Act, when applicable. 12. Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(a)(ii) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (i) Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Agreement, without payment of any penalty. With respect to a Fund, termination may be authorized by action of the Board or by an “affirmative vote of a majority of the outstanding voting securities of the Fund” (as defined in Section 15); or 40/44 a Fund, termination may be authorized by action of the Board or by an “affirmative vote of a majority of the outstanding voting securities of the Fund” (as defined in Section 15); or (ii) This Agreement shall automatically terminate two years from the date of its execution unless the terms of such contract and any renewal thereof is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not parties to the Agreement or “interested persons” (as defined in Section 15) of the Trust or the Adviser, at an in-person meeting called for the purpose of voting on such approval, or (ii) the vote of a majority of the outstanding voting securities of each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of each Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Adviser may continue to serve hereunder as to each Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder. (b) In the event of termination of this Agreement for any reason, the Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as otherwise required by any fiduciary duties of the Adviser under applicable law. In addition, the Adviser shall deliver the Fund Books and Records to the Trust by such means and in accordance with such schedule as the Trust shall direct and shall otherwise cooperate, as reasonably directed by the Trust, in the transition of portfolio asset management to any successor of the Adviser. 13. Notice. Any notice or other communication required by or permitted to be given in connection with this Agreement shall be in writing, and shall be delivered in person or sent by first-class mail, postage prepaid, to the respective parties at their last known address, or by e-mail or fax to a designated contact of the other party. Oral instructions may be given if authorized by the Board and preceded by a certificate from the Trust’s Secretary so attesting. Notices to the Trust shall be directed to Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH, 45246,46240, Attention: President, Valued Advisers Trust; and notices to the Adviser shall be directed to Bradley, Foster & Sargent, Inc., 185 Asylum Street, City Place II, Hartford, CT 06103,Kovitz Investment Group Partners, LLC, 71 South Wacker Drive, Suite 1860, Chicago, IL 60606, Attention: President and CEO.Chief Compliance Officer. 14. Confidentiality. The Adviser agrees on behalf of itself and its employees to treat confidentially all records and other information relative to the Trust and its shareholders received by the Adviser in connection with this Agreement, including any non-public personal information as defined in Regulation S-P, and that it shall not use or disclose any such information except for the purpose of carrying out the terms of this Agreement; provided, however, that the Adviser may disclose such information as required by law or in connection with any requested disclosure to a regulatory authority with appropriate jurisdiction after prior notification to the Trust. 18  by the Adviser in connection with this Agreement, including any non-public personal information as defined in Regulation S-P, and that it shall not use or disclose any such information except for the purpose of carrying out the terms of this Agreement; provided, however, that the Adviser may disclose such information as required by law or in connection with any requested disclosure to a regulatory authority with appropriate jurisdiction after prior notification to the Trust. 15. Certain Definitions. For the purpose of this Agreement, the terms “affirmative vote of a majority of the outstanding voting securities of the Fund,” “assignment” and “interested person” shall have their respective meanings as defined in the 1940 Act and rules and regulations thereunder, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the Commission staff. 41/44 16. Liability of the Adviser. Neither the Adviser nor its officers, directors, employees, agents, affiliated persons or controlling persons or assigns shall be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution of securities transactions of a Fund; provided that nothing in this Agreement shall be deemed to protect the Adviser against any liability to a Fund or its shareholders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or obligations hereunder or by reason of its reckless disregard of its duties or obligations hereunder. 17. Relations with the Trust. It is understood that the Trustees, officers and shareholders of the Trust are or may be or become interested persons of the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become interested persons of the Fund, and that the Adviser may be or become interested persons of the Fund as a shareholder or otherwise. 18. Enforceability. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be severable as to each Fund. 19. Limitation of Liability. The Adviser is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust or other Trust organizational documents and agrees that the obligations assumed by each Fund pursuant to this Agreement shall be limited in all cases to each Fund and each Fund’s respective assets, and the Adviser shall not seek satisfaction of any such obligation from shareholders or any shareholder of each Fund. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees of the Trust or any individual Trustee. The Adviser understands that the rights and obligations of any Fund under the Declaration of Trust or other organizational document are separate and distinct from those of any of and all other Funds. 20. Non-Exclusive Services. The services of the Adviser to the Trust are not deemed exclusive, and the Adviser shall be free to render similar services to others, to the extent that such service does not affect the Adviser’s ability to perform its duties and obligations hereunder. 21. Governing Law. This Agreement shall be governed by and construed to be in accordance with the laws of the State of Delaware, without preference to choice of law principles thereof, and in accordance with the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to any interpretations thereof, if any, by the United States courts or in the absence of any controlling decision of any such court, by the Commission or its staff. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is revised by rule, regulation, order or interpretation of the Commission or its staff, such provision shall be deemed to incorporate the effect of such revised rule, regulation, order or interpretation. 19 42/44 this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to any interpretations thereof, if any, by the United States courts or in the absence of any controlling decision of any such court, by the Commission or its staff. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is revised by rule, regulation, order or interpretation of the Commission or its staff, such provision shall be deemed to incorporate the effect of such revised rule, regulation, order or interpretation. 22. Paragraph Headings; Syntax. All Section headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and will not affect in any way the meaning or interpretation of this Agreement. Words used herein, regardless of the number and gender specifically used, will be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the contract requires. 23. Counterparts. This Agreement may be executed in two or more counterparts, each of which, when so executed, shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers as of the date first above written. VALUED ADVISERS TRUST   Signature By: _________________________________________________________ Title: _______________________________________________________       BRADLEY, FOSTER & SARGENT, INC.kovitz investment group partners, llc   Signature By: _________________________________________________________ Title: _______________________________________________________   20 43/44 Schedule A   Investment Advisory Agreement between Valued Advisers Trust (the "Trust") and Bradley, Foster & Sargent, Inc.Kovitz Investment Group Partners, LLC (the "Adviser")   Dated as of _______[ ], 2023     The Trust will pay to the Adviser as compensation for the Adviser’s services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund in accordance with the following fee schedule:   Fund Rate Kovitz Core Equity ETF 0.99 % 44/44 YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY! PROXY CARD Kovitz Core Equity ETF A Series of Valued Advisers Trust PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 5, 2023 The undersigned, revoking prior proxies, hereby appoints Matthew J. Miller and Carol J. Highsmith, and each of them, as proxies of the undersigned, granted in connection with the voting of the shares subject hereto with full power of substitution, to vote shares held in the name of the undersigned on the record date at the Special Meeting of Shareholders of Kovitz Core Equity ETF (the “Fund”) to be held at the offices of Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 on September 5, 2023, at 10:00 am (Eastern Time), or at any adjournment thereof, upon the Proposal described in the Notice of Meeting and accompanying Proxy Statement, which have been received by the undersigned. Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free 1-800-284-7175. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time. Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held on September 5, 2023. The proxy statement for this meeting is available at: https://vote.proxyonline.com/vat/docs/kovitz2023.pdf [PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE] Kovitz Core Equity ETF FundYOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. The signer(s) acknowledges receipt with this Proxy Statement of the Board of Trustees. Your signature(s) on this should be exactly as your name(s) appear on this Proxy (reverse side). If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing. RatePROXY CARD     BFS Equity SIGNATURE (AND TITLE IF APPLICABLE) DATE SIGNATURE (IF HELD JOINTLY) DATE This proxy is solicited on behalf of the Fund’s Board of Trustees, and the Proposal has been unanimously approved by the Board of Trustees and recommended for approval by shareholders. When properly executed, this proxy will be voted as indicated or “FOR” the proposal if no choice is indicated. The proxy will be voted in accordance with the proxy holders’ best judgment as to any other matters that may arise at the Special Meeting. THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ● FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Trust, on behalf of the Fund, and the Adviser. 0.75%○ ○ ○ 2. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.     21  THANK YOU FOR VOTING   [PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]