Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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

Enclosed is a Notice, Proxy Statement and Proxy Card for a Special Meeting of Shareholders (the “Special Meeting”) of the LS Opportunity Fund (the “Fund”), a series of Valued Advisers Trust (the “Trust”). The Special Meeting is scheduled for May 8, 2026 at the offices of the Trust (225 Pictoria Dr., Suite 450, Cincinnati, Ohio), at 11:00 a.m., Eastern time. If you are a shareholder of record of the Fund as of the close of business on March 25, 2026 you are entitled to vote at the Special Meeting and any adjournment thereof.

I am writing on behalf of the Board of Trustees to ask for your prompt vote for (i) the approval of a sub-advisory agreement between Long Short Advisors, LLC (the “Adviser”) and Grantham, Mayo, Van Otterloo & Co. LLC (the “Sub-Adviser”) with respect to the Fund (the “Agreement”) and (ii) the authorization of the Fund to rely on a Manager of Managers order of the Adviser. The proposals have been carefully reviewed by the Board of Trustees of the Trust. The Board of Trustees unanimously recommends that you vote FOR each proposal.

It is very important to receive your vote before May 8, 2026. Voting is quick and easy. Everything you need to vote is enclosed. Please mark, sign and date the enclosed proxy card and promptly return it in the enclosed, postage-paid envelope so that the maximum number of shares may be voted. Alternatively, you may call the toll-free number on your proxy card to vote by telephone or vote over the Internet at the website listed on your proxy card. Please have the control number from your proxy card available to vote by phone or via the Internet.

At a meeting of the Board of Trustees of the Trust held on March 23-24, 2026, the Board of the Trust approved the Sub-Advisory Agreement between the Adviser and the Sub-Adviser and recommended that shareholders approve the Sub-Advisory Agreement.

Please vote before May 8, 2026. I appreciate your participation and prompt attention to this matter.

Notice is hereby given that a special meeting of the shareholders of the Fund (the “Special Meeting”) will be held on May 8, 2026 at the offices of the Trust (225 Pictoria Dr., Suite 450, Cincinnati, Ohio), at 11:00 a.m., Eastern time. The Special Meeting will be held for the following purposes, which are more fully described in the accompanying Proxy Statement:

The Board of Trustees recommends you vote FOR the Proposals identified in this Proxy Statement. The Board of Trustees of the Trust has fixed the close of business on March 25, 2026 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof. A copy of the Proxy Statement is available to you at vote.proxyonline.com/vat/docs/LS2026mtg.pdf. Information on how to vote can be obtained by calling (800) 859-8511. Representatives are available Monday through Friday from 9:00 a.m. to 10:00 p.m. Eastern time.

We urge you to mark, sign, date and mail the enclosed proxy in the postage-paid envelope provided as soon as possible so that you will be represented at the Special Meeting.

The enclosed proxy is solicited by the Board of Trustees (the “Board”) of Valued Advisers Trust (the “Trust”) for use at the Special Meeting of Shareholders (the “Special Meeting”) to be held on May 8, 2026 at the offices of the Trust (225 Pictoria Dr., Suite 450, Cincinnati, Ohio), at 11:00 a.m., Eastern time, and any postponement or adjournment thereof, for action upon the matters set forth in the accompanying Notice of the Special Meeting of Shareholders (the “Notice”). Shareholders of record at the close of business on March 25, 2026 are entitled to be present and to vote at the Special Meeting or any postponed or adjourned session thereof. The Notice, this Proxy Statement and the enclosed proxy card are first being mailed to shareholders on approximately April [__], 2026.

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

Long Short Advisors, LLC (the “Adviser”) is located at 3330 Fairchild Gardens Avenue, Suite 30428, Palm Beach Gardens, FL 33420. Pursuant to an investment advisory agreement with the Trust, on behalf of the Fund (the “Advisory Agreement”), the Adviser, subject to the supervision of the Board and in conformity with the stated policies of the Fund, manages the operations of the Fund, selecting investments according to the Fund's investment objectives, policies and restrictions. The Adviser may retain one or more sub-advisers, at its own cost and expense, subject to the approval of the Board and the Fund’s shareholders, for the purpose of managing the investment of all or a portion of the assets of the Fund.

Subject to the authority of the Board and oversight by the Adviser, Grantham, Mayo, Van Otterloo & Co. LLC (the “Sub-Adviser”) is responsible for management of the Fund's assets, in accordance with the investment objective, policies and restrictions of the Fund. Under the Advisory Agreement, the Fund pays the Adviser a fee paid monthly at an annual rate of 1.75% of the Fund's average daily net assets. The Sub-Adviser is paid by the Adviser for sub-advisory services computed and paid quarterly according to the below schedule based on an amount the Adviser receives from the Fund taking into consideration any expense limitation or fee waiver arrangements as described below.

The Adviser has contractually agreed to waive its management fee and/or reimburse certain Fund operating expenses, but only to the extent necessary so that the Fund’s net expenses (excluding borrowing costs such as interest and dividends on securities sold short, taxes, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, other extraordinary expenses not incurred in the ordinary course of the Fund’s business, expenses incurred under a Rule 12b-1 plan of distribution, “acquired fund fees and expenses” (i.e., investment companies in which the Fund may invest), and expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement) do not exceed 1.95% of net assets. The contractual agreement is effective through September 30, 2026. Each waiver or reimbursement of an expense by the Adviser 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.

The Sub-Advisory Agreement has an initial term of two years from the effective date of the Sub-Advisory Agreement, and, thereafter, will continue in effect for successive annual periods provided such continuance is approved at least annually by the Board or vote of the lesser of (a) 67% of the shares of the Fund represented at a meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy or (b) more than 50% of the outstanding shares of the Fund; provided that, in either event, its continuance also is approved by a majority of the Independent Trustees by vote cast in person at a meeting called for the purpose of voting on such approval. The Sub-Advisory Agreement terminates automatically in the event of its “assignment,” as defined under 1940 Act.

The Sub-Advisory Agreement is attached as Appendix A. You should read the Sub-Advisory Agreement. The description in this Proxy Statement of the Sub-Advisory Agreement is only a summary.

The Sub-Adviser is a limited liability company formed under the laws of the Commonwealth of Massachusetts and registered as an investment adviser with the Securities and Exchange Commission. The Sub-Adviser is in the business of providing advisory services to a broad range of advisory clients, including other registered investment companies. As of February 28, 2026, the Sub-Adviser had over $82 billion in assets under management. The names, titles, and principal occupations of the principal executive officers of the Sub-Adviser are set forth below. The address for all is 53 State Street, Suite 3300, Boston, Massachusetts 02109:

At a meeting held on March 23-24, 2026, the Board considered the approval of the Sub-Advisory Agreement between the Adviser and the Sub-Adviser with respect to the Fund. The Sub-Adviser provided written information to the Board to assist the Board in its considerations. The Board relied upon the advice of legal counsel and their own business judgment in determining the material factors to be considered in evaluating the Sub-Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the Sub-Advisory Agreement.

In considering whether to approve the Sub-Advisory Agreement, the Trustees reviewed and considered the information they deemed reasonably necessary, including the following factors:

Board considered the sub-advisory fees in light of the overall arrangement with the Fund’s investment adviser. In light of the foregoing, the Board determined that the Fund’s fee arrangements with the Sub-Adviser, in light of all the facts and circumstances, were fair and reasonable in relation to the nature and quality of the services to be provided by the Sub-Adviser.

Conclusion. Having requested and received such information from the Sub-Adviser as the Trustees believed to be reasonably necessary to evaluate the terms of the Sub-Advisory Agreement, and as assisted by the advice of counsel, the Board of Trustees, including the Independent Trustees, approved the Sub-Advisory Agreement and voted to recommend the Sub-Advisory Agreement to the shareholders of the Fund for approval.

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

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE “FOR” THE APPROVAL OF PROPOSAL 1.

You are being asked to authorize the Fund’s use of a “manager of managers” structure that would permit the Adviser or any other entity under common control with the Adviser that serves as an adviser to the Fund (together, the “Manager”), subject to the approval of the Board of Trustees, to appoint sub-advisers, and enter into, and materially amend, sub-advisory agreements for the Fund without further shareholder approval. Currently, in order for the Manager to appoint a sub-adviser or materially modify a sub-advisory agreement, the Fund must call and hold a shareholder meeting, create and distribute proxy materials, and solicit votes from its shareholders. This process is time-intensive, costly and slow. Without the delay inherent in holding shareholder meetings, the Fund would be able to act more quickly to appoint a sub-adviser when the Board of the Fund and the Manager believe that the appointment would benefit the Fund.

Provisions of the 1940 Act require that shareholders of a mutual fund approve a sub-advisory agreement with the sub-adviser and material amendments to an existing sub-advisory agreement. The Manager has applied for an exemptive order (the “exemptive order”) that, if issued by the SEC, applies to the Manager and any existing or future registered open-end investment company advised by the Manager and will permit the Manager to appoint and replace sub-advisers for the Fund and to enter into and approve amendments to sub-advisory agreements without first obtaining shareholder approval (the “Manager of Managers Structure”).

The exemptive order will allow the Manager to hire, without shareholder approval, new sub-advisers that are affiliated with the Manager, and new sub-advisers that are not affiliated with the Manager in any way. However, the Board, including a majority of the Independent Trustees, must approve any new sub-adviser and any new or amended sub-advisory agreement for the Fund. In considering a new or existing sub-advisory agreement, the Board is required to evaluate any material conflicts that may be present in a sub-advisory arrangement. Before the Fund may rely on the exemptive order if issued, the Fund’s use of the Manager of Managers Structure must be approved by a “majority of the outstanding voting securities” of the Fund, as defined in the 1940 Act and discussed below.

Under the Manager of Managers Structure, the Manager would have the overall responsibility, subject to oversight by the Board, to oversee the Fund’s sub-advisers and recommend their hiring, termination and replacement. Specifically, the exemptive order would require the Manager to, subject to the review and approval of the Board, including a majority of the Independent Trustees: (a) set the Fund’s overall investment strategy; (b) evaluate, select and recommend sub-advisers to manage all or a portion of the Fund’s assets; (c) allocate and, when appropriate, reallocate the Fund’s assets among sub-advisers; (d) monitor and evaluate the sub-advisers’ performance; and (e) implement procedures reasonably designed to ensure that each sub-adviser complies with the Fund’s investment objective, policies and restrictions. Under the exemptive order, the Fund would be required to disclose to its shareholders (i) the aggregate fees paid to the Manager and any affiliated sub-advisers; and (ii) the aggregate fees paid to unaffiliated sub-advisers. The replacement of the Manager or the imposition of material changes to the Fund’s investment management agreement would, however, require prior shareholder approval. In addition, any new sub-advisory agreement that directly or indirectly results in an increase in the aggregate advisory fee rate payable by the Fund would also require shareholder approval.

If the Manager, with the approval of the Board, including a majority of the Independent Trustees, determines that the use of the Manager of Managers Structure is in the best interests of the Fund, the Manager of Managers Structure would, without obtaining shareholder approval: (1) enable a new sub-adviser to

commence providing services to the Fund more quickly and with less potential expense to the Fund; (2) permit the Manager to allocate and reallocate the Fund’s assets among itself and one or more sub-advisers; and (3) permit the Board to approve material changes to a sub-advisory agreement.

Under the Manager of Managers Structure, upon receiving approval of the Board, including a majority of the Independent Trustees, sub-advisers selected by the Manager could immediately manage the Fund’s assets. The Fund would, however, inform shareholders of the hiring of any new sub-adviser within 90 days after hiring the sub-adviser by providing shareholders with an information statement that contains substantially the same relevant information about the sub-adviser and the sub-advisory agreement that the Fund would be required to send its shareholders in a proxy statement.

Approval of the Manager of Managers Structure will not affect any of the requirements under the federal securities laws that govern the Fund, the Manager, any proposed sub-adviser or any proposed sub-advisory agreement with a sub-adviser, other than the requirement to have any future sub-advisory agreement or amendment to the sub-advisory agreement approved at a meeting of the Fund’s shareholders. The Board, including the Independent Trustees, will continue to evaluate and approve all new sub-advisory agreements with respect to the Fund between the Manager and any sub-adviser, as well as all changes to any sub-advisory agreement.

Approval of this Proposal will not affect the Fund’s fees. The Manager of Managers Structure will not at any time entail an increase in the investment management fees paid by the Fund. Further shareholder approval would be necessary to increase the investment management fees that are payable by the Fund, which is not contemplated. If the Fund implements the Manager of Managers Structure, the Manager, pursuant to its Advisory Agreement with the Fund, will continue, directly or through sub-advisers, to provide the same level of management services to the Fund as it provides currently.

Please note that the Manager does not have any present intention to use the Manager of Managers Structure to appoint additional sub-advisers for the Fund or replace the Fund’s sub-advisers and that the exemptive order has not yet been granted by the SEC.

If the shareholders of the Fund do not approve the use of a “manager of managers” structure or the exemptive order is not issued, decisions regarding a proposed sub-adviser for that Fund or a material change to a sub-advisory agreement with respect to that Fund will continue to require shareholder approval.

The Board, including a majority of the independent trustees, unanimously approved the Manager of Managers Structure and is recommending that shareholders approve the Manager of Managers Structure at the Special Meeting. In determining to recommend approval of the Proposal, the Board considered, among other factors, that the Manager of Managers Structure would enable the Fund to operate with greater efficiency in the future by allowing the Fund to use both affiliated and unaffiliated sub-advisers best suited to its needs without incurring potential delays and expense that could be associated with obtaining shareholder approvals. The Board also considered: (1) the Manager’s continued responsibility, subject to Board oversight, to oversee the Fund’s sub-advisers; (2) the Manager’s ability to operate in accordance with the conditions of the exemptive order if issued; (3) that the Manager of Managers Structure would not change any fees paid to the Manager by the Fund or fees paid by Fund shareholders; and (4) that Board approval to appoint or replace future sub-advisers would still be required.

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 PROPOSAL 2.

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 each 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, if the holders of more than 50% of the outstanding shares of the Fund are present in person or represented by proxy, or (2) more than 50% of the outstanding voting shares of the Fund, whichever is less.

“Broker non-votes” and abstentions will not be counted for purposes of determining the presence of a quorum or for any other purpose. Under the rules applicable to broker-dealers, if a broker holds a shareholder’s shares in the broker’s name, the broker will not be entitled to vote those shares if the broker has not received instructions from the shareholder. A “broker non-vote” occurs when a broker has not received voting instructions from a shareholder and is barred from voting the shares without shareholder instructions because the proposals are non-routine. The proposals described in this Proxy Statement are considered “non-routine” for purposes of determining broker-non-votes. Therefore, if a beneficial owner does not give instructions to their broker, that person’s shares will not be considered present at the meeting for quorum or any other purpose.

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

Revocation of Proxies. Proxies may be revoked at any time before it is exercised by (1) submitting a duly executed proxy bearing a later date, (2) submitting a written notice to the President of the Trust revoking the proxy, or (3) attending and voting in person at the Special Meeting. 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 present, or represented at the Meeting, the vote of the holders of shares representing one-third of the 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. If a quorum is not present or represented at the Meeting,

the vote of the holders of shares representing a majority of shares cast shall be required in order to adjourn the Meeting. In the event of an adjournment, no notice is required other than an announcement at the meeting at which adjournment is taken.

Annual and Semi-Annual Reports. The most recent annual and semi-annual reports and financial statements to shareholders will be provided to shareholders at no cost. To request a report, please call us toll-free at (877) 336-6763 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 the Adviser. 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 EQ Fund Solutions, LLC to provide shareholder meeting services, including the distribution of this Proxy Statement and related materials to shareholders, as well as vote solicitation and tabulation. The costs of these services are expected be approximately $27,000 - $38,000. By voting immediately, you can help ensure the continued management of the Fund without disruption.

Only one copy of this Proxy Statement may be mailed to a shareholder holding shares in multiple accounts with the Fund. Unless the Trust has received contrary instructions, only one copy of this Proxy Statement will be mailed to a given address where two or more shareholders share that address. Additional copies of the Proxy Statement will be delivered promptly upon request. Requests may be sent to EQ Fund Solutions, LLC, 55 Challenger Road, Ridgefield Park, NJ 07660 or made by telephone by calling (800) 859-8511.

Outstanding Shares. The shares outstanding of the Fund as of March 25, 2026, 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: 5,058,469.2220 shares of the Fund outstanding.

Beneficial Ownership. The table below sets forth the names, addresses and percentage ownership of those shareholders known by the Trust to own of record or beneficially 5% or more of the outstanding shares of a class of the Fund as of March 25, 2026. As of March 25, 2026, the Trustees and Officers of the Trust did not own shares of the Fund.

Investment Adviser. Long Short Advisors, LLC (the “Adviser”) is located at 3330 Fairchild Gardens Avenue, Suite 30428, Palm Beach Gardens, FL 33420, has served as the investment adviser for the Fund since the Fund’s inception.

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.

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. U.S. Bank, N.A., 1555 N. Rivercenter Dr., Milwaukee, WI 53212, is the Custodian of the Fund’s investments.

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

This INVESTMENT SUB-ADVISORY AGREEMENT (this “Agreement”) is made and entered into effective as of March 23, 2026, by and between Long Short Advisors, LLC, a Pennsylvania limited liability company (the “Adviser”) and Grantham, Mayo, Van Otterloo & Co., LLC, a Massachusetts limited liability company (the “Sub-Adviser”).

WHEREAS, LS Opportunity Fund (the “Fund”) is a separate series of Valued Advisers Trust (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and, pursuant to an investment advisory agreement with the Trust, is vested with the authority to select and retain one or more sub-advisers for the Fund, subject to the oversight and approval of the Board of Trustees of the Trust (the “Board”) and applicable law;

WHEREAS, the Adviser desires, subject to the approval of the Board, to retain the Sub-Adviser to assist it in the provision of a continuous investment program for the Fund’s assets, and the Sub-Adviser is willing to render such services subject to the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and intending to be legally bound, the parties hereto agree as follows:

1. Appointment of the Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-adviser for the Fund, subject to the supervision and oversight of the Adviser and the Board, and in accordance with the terms and conditions of this Agreement. The Sub-Adviser will serve as an independent contractor and shall have no authority to act for or represent the Trust, the Fund, or the Adviser in any manner, nor shall the Sub-Adviser be deemed an agent of the Trust, the Fund, or the Adviser, except as expressly authorized by this Agreement or by a written instrument executed by the Trust (on behalf of the Fund), the Adviser, and the Sub-Adviser.

2. Acceptance of Appointment and Custody of Fund Assets. The Sub-Adviser hereby accepts its appointment as sub-adviser to the Fund and agrees to perform the services described in this Agreement, for the compensation specified herein. The assets of the Fund shall be maintained in the custody of a custodian duly appointed by the Trust, as identified in writing by the Adviser. The Sub-Adviser shall not have custody of, or physical control over, any securities, cash, or other assets of the Fund, and shall not be responsible for any loss or other liability arising from any act or omission of the custodian, except to the extent such loss or liability results directly from the Sub-Adviser’s instructions or actions in contravention of this Agreement.

(a) Services. Subject to the supervision and oversight of the Adviser and the control of the Board and officers of the Trust, the Sub-Adviser agrees to perform the following services (the “Services”) for the Fund: (i) manage the investment and reinvestment of the assets of the Fund on a discretionary basis, including determining and implementing the purchase, retention, or sale of securities and other instruments for the Fund; (ii) review, supervise, and administer the investment program of the Fund, monitor portfolio holdings and liquidity, assess portfolio risk, and ensure ongoing compliance with applicable investment guidelines, policies, and restrictions as set forth in the Fund’s prospectus, statement of additional information, and governing documents, as amended from time to time; (iii) provide the Adviser, Trust, and Fund with such records regarding the Sub-Adviser’s activities under this Agreement as may be required by applicable law or as reasonably requested; (iv) render regular reports to the Adviser, and as requested, to the Board and officers of the Trust, concerning the Sub-Adviser’s discharge of these responsibilities, including but not limited to portfolio holdings, compliance certifications, and risk assessments; (v) cooperate with the Adviser, the Trust, and their respective service providers, auditors, and regulators, providing such assistance, information, certifications, and access to personnel as may be reasonably requested for compliance, audit, examination, regulatory, or Board oversight purposes; (vi) manage the assets of the Fund in accordance with such investment mandates, portfolio guidelines, or other parameters as may be established and provided in writing by the Adviser from time to time, in each case to the extent consistent with the disclosure set forth in the then-effective prospectus and statement of additional information of the Fund (the “Adviser Mandates”); and (vii) promptly notify the Adviser in writing upon identifying any material exception, error, or deviation by the Sub-Adviser from the Adviser Mandates then in effect, and cooperate with the Adviser in evaluating and addressing any such occurrence.

The Sub-Adviser shall discharge its responsibilities in accordance with (i) all policies, procedures, and instructions established by the Board or officers of the Trust; (ii) the Fund’s governing documents, prospectus, statement of additional information, and compliance policies; and (iii) all applicable federal and state laws, rules, and regulations, including self-regulatory organization rules (collectively, the “Rules”), including, without limitation, Rule 38a-1 under the 1940 Act, Rule 206(4)-7 under the Advisers Act, and all policies and procedures reasonably designed to prevent the misuse of material nonpublic information and to safeguard personal and confidential information as required under Regulation S-P and other applicable privacy laws. The Sub-Adviser may perform any of its obligations hereunder through its directors, officers, employees, or agents, or through the engagement of qualified third parties, provided that any such delegation does not relieve the Sub-Adviser of its responsibilities under this Agreement and is made in compliance with the Rules and the Trust’s policies and procedures.

(b) Proxy Voting. The Sub-Adviser shall exercise voting authority with respect to portfolio securities held by the Fund in accordance with the Sub-Adviser’s proxy voting policies and procedures and in a manner consistent with the Fund’s registration statement and other disclosure documents. The Sub-Adviser shall maintain records of all proxy votes cast on behalf of the Fund and shall provide regular reports to the Adviser regarding such voting activity, including any material voting decisions or conflicts of interest, as reasonably requested. The Sub-Adviser shall cooperate with the Trust’s Chief Compliance Officer and the Adviser in the preparation of the Fund’s annual proxy voting record for submission to the SEC on Form N-PX or any successor form, including providing all information reasonably necessary for timely and accurate filing.

(c) Marketing and Promotional Cooperation. The Sub-Adviser shall, upon reasonable request and to the extent permitted by applicable law and regulation, cooperate with the Adviser in connection with the Adviser’s marketing and promotional initiatives relating to the Fund. Such cooperation may include, consulting with the Adviser on the development and implementation of marketing, communications, or distribution support plans for the Fund; making relevant personnel reasonably available for meetings, presentations, or discussions with current or prospective investors that have assets above $5 million or other stakeholders; and providing information, commentary, or perspectives regarding the Fund’s investment strategy, philosophy, or performance for use in marketing or promotional materials, subject to the Sub-Adviser’s internal policies and procedures. The parties shall agree upon a reasonable schedule associated with such meetings. The Adviser and the Sub-Adviser shall reasonably cooperate to conduct such activities in good faith and in a manner consistent with prevailing industry practice, regulatory requirements, and the operational and compliance needs of each party.

(d) Expenses and Personnel. The Sub-Adviser shall, at its own expense or at the expense of its affiliates, furnish the Services and provide such office space, facilities, equipment, and personnel as may be reasonably necessary to perform the Services on the terms and for the compensation provided herein. Except as expressly assumed by the Sub-Adviser herein or as required by applicable law, the Adviser shall pay the Sub-Adviser the compensation set forth in this Agreement, and the Fund shall not pay any fee directly to the Sub-Adviser. Each party shall bear its own costs and expenses relating to the negotiation, execution, and performance of this Agreement and the interim transition, except as otherwise expressly provided herein or as mutually agreed in writing. The parties acknowledge that the Fund shall be responsible for its investment-related taxes.

(e) Books and Records. All books and records prepared and maintained by the Sub-Adviser for the Fund under this Agreement shall be the property of the Trust and the Fund. Upon request, the Sub-Adviser shall promptly surrender such books and records to the Trust or to the Adviser for the benefit of the Trust and the Fund. The Sub-Adviser shall maintain such books and records in accordance with (i) the 1940 Act, (ii) the Advisers Act, (iii) other

applicable Rules, and (iv) the Trust’s recordkeeping policies, and shall provide timely access to such books and records for compliance testing, audits, examinations, and regulatory inquiries, subject to reasonable confidentiality and information security safeguards.

(f) Notification to Adviser. The Sub-Adviser shall provide written notice to the Adviser, promptly and in no event later than five business days (unless sooner notification is required by applicable law) following the occurrence of any of the following events: (i) the Sub-Adviser ceases to be registered as an investment adviser under the Investment Advisers Act of 1940 or fails to maintain any required state, federal, or self-regulatory organization registration applicable to its operations or those relating to the Fund; (ii) the Sub-Adviser or any of its personnel is served with, any action, suit, proceeding, inquiry, or investigation, whether at law or in equity, before any court, public board, or body, in each case involving the affairs of the Fund; (iii) the Sub-Adviser or any personnel is required to respond affirmatively to any disciplinary question on Form ADV or Form U-4; (iv) the departure of, or transfer of controlling interest by, any management personnel of the Sub-Adviser; (v) any event that reasonably could have a material adverse effect on the Sub-Adviser’s ability to perform its obligations under this Agreement; (vi) change in the Sub-Adviser’s accountant, bookkeeper, or any other third-party service provider playing a material role in the Sub-Adviser’s financials or financial reporting; (vii) the hiring or termination of any personnel who perform a material role in the investment decision-making process of the Sub-Adviser; or (viii) any material change in the roles or responsibilities of personnel who perform a material role in either the investment decision-making process of the Sub-Adviser.

(g) Fund Transactions. Subject to the supervision and oversight of the Adviser and the control of the Board, the Sub-Adviser is authorized to place orders for the purchase and sale of portfolio securities and other instruments for the Fund and to select brokers and dealers for the execution of such transactions, in its discretion, in accordance with the Sub-Adviser's policies and applicable law. In selecting brokers or dealers, the Sub-Adviser shall seek to obtain execution that, in its reasonable judgment, is most advantageous to the Fund, taking into account all relevant factors including, but not limited to, price, execution quality, market impact, available liquidity, and the overall value of the services provided by the broker or dealer. The Sub-Adviser may consider the provision of brokerage or research services, as such terms are used in Section 28(e) of the Securities Exchange Act of 1934, to the extent the Sub-Adviser believes such consideration is consistent with applicable law, the Fund’s interests, and the Trust’s policies as communicated to the Sub-Adviser. The Sub-Adviser is authorized to enter into and execute such agreements as may be necessary in order to carry out its duties under this Agreement. To the extent that the Sub-Adviser is permitted pursuant to the Prospectus to engage in transactions that are required to be executed under a trading agreement (e.g., derivative transactions or repurchase agreements), the Sub-Adviser shall only enter into such transactions with a dealer or counterparty that has entered into an agreement with the Trust on behalf of the Fund.

The Sub-Adviser may, when it deems appropriate, aggregate the Fund’s portfolio transactions with orders for its other clients, provided such aggregation is consistent with applicable law and the Sub-Adviser’s allocation policies, and shall allocate the resulting trades in a manner that is fair and equitable over time.

The Sub-Adviser shall monitor the execution and settlement of portfolio transactions and shall promptly inform the Adviser of any material issues affecting the quality, timeliness, or settlement of transactions for the Fund. The Sub-Adviser shall provide the Adviser, and as applicable the Board, with such information and periodic reports regarding portfolio transactions, trading practices, and execution quality as the Adviser may reasonably request or as may be required under applicable law or the Trust’s policies. The Sub-Adviser shall maintain records of all portfolio transactions effected on behalf of the Fund in accordance with the 1940 Act, the Advisers Act, and the Trust’s recordkeeping policies, and shall make such records available to the Adviser, the Trust, and their respective agents or regulators upon request, subject to reasonable confidentiality safeguards.

4. Valuation. The parties acknowledge and agree that the Sub-Adviser bears no responsibility for the valuation or pricing of securities or other assets acquired, held, or sold by the Fund, except that, upon the reasonable request of the Adviser and in connection with the Adviser’s duties as “valuation designee” under Rule 2a-5 of the Investment Company Act of 1940, as amended, the Sub-Adviser shall provide such assistance as the Adviser may reasonably require in facilitating the valuation of the Fund’s portfolio securities, including by supplying relevant information with respect to securities recommended or purchased by the Sub-Adviser for which reliable market prices are not available through customary pricing services, and by undertaking commercially reasonable efforts to promptly apprise the Adviser of any events or circumstances of which the Sub-Adviser becomes aware and which, in the Sub-Adviser’s reasonable judgment, are likely to have a material effect on the value of such securities. The Adviser shall use reasonable efforts to provide advance written notice to the Sub-Adviser regarding large (greater than 5% of the Fund’s net assets) shareholder purchases or redemptions to the extent that the Adviser has knowledge of the same. The Adviser further acknowledges and agrees that any such information provided by the Sub-Adviser may be proprietary to the Sub-Adviser or constitute material nonpublic information, that the Sub-Adviser shall not be required to provide any information the disclosure of which would contravene applicable legal, regulatory, or contractual obligations, and that any such information shall be used solely for the purpose of valuing portfolio securities and shall be maintained in strict confidence, except that the Chief Compliance Officer of the Trust shall have access to such information, the Trust may make disclosures as required by applicable law, and such information may be maintained as part of the Trust’s books and records in accordance with federal securities laws. Nothing in this provision shall require the Sub-Adviser to take any action or provide any information that would violate any applicable law, regulation, or contractual restriction.

5. Compensation and Expenses. The Adviser shall pay to the Sub-Adviser, as full compensation for services provided under this Agreement, a fee (the “Sub-Advisory Fee”) as set forth in Exhibit A. For clarity, the Fund shall not pay any fee directly to the Sub-Adviser. All compensation due to the Sub-Adviser shall be paid solely by the Adviser.

6. Duties and Restrictions on the Sub-Adviser. The Sub-Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust or the Fund in any way or otherwise be deemed an agent of the Trust or the Fund. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Sub-Adviser, who may also be a trustee, officer or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature. The Sub-Adviser shall allocate adequate professional, technological, and operational resources reasonably necessary to perform the Services in accordance with this Agreement.

Notwithstanding the foregoing, except with respect to any pooled investment vehicles with which the Sub-Adviser maintains an investment advisory or sub-advisory relationship as of the Effective Date (including, for the avoidance of doubt, any registered open-end investment management companies), without the prior written consent of the Adviser, the Sub-Adviser shall not provide investment advisory or sub-advisory services to any other pooled investment vehicle whose investment strategy is the same or substantially the same as the Fund (a “Subsequent Fund”) (the rights in this sentence, the “Exclusivity Rights”).

A Subsequent Fund includes any publicly offered registered investment company that: (i) employs a substantially similar investment strategy (i.e. long quality stocks and short ‘junk’ stocks), (ii) has similar geographic exposure as the Fund, (iii) has similar levels of leverage and expected beta as the Fund, and (iv) has net long exposure between 35-80%, and that is (a) managed by GMO’s Focused Equities investment team, or (b) has the same or a lower management fee than the Fund, or (c) has significant (i.e. at least 50%) overlap on the names of the companies in its long portfolio.

The Exclusivity Rights shall apply for a period of two (2) years following the Effective Date (the “Initial Exclusivity Period”).

If, at any time after the Initial Exclusivity Period, net assets in the Fund, measured on a daily basis, fall below $125 million (the “AUM Threshold”) for a period of twelve (12) consecutive months, then the Sub-Adviser shall have the right to terminate the Exclusivity Rights by providing written notice to the Adviser (“Exclusivity Termination Notice”) within thirty (30) calendar days after the end of the twelve (12) month consecutive period where assets were below the AUM Threshold, in which case the Exclusivity Rights will terminate on the date that is three (3) months after the date that the Exclusivity Termination Notice was received by the Adviser. Otherwise, the Exclusivity Rights shall remain.

7. Permissible Interests. The parties acknowledge that certain trustees, officers, employees, or shareholders of the Trust, and certain directors, officers, employees, or shareholders of the Sub-Adviser or their respective affiliates, may have relationships with the other. Any such relationships are permitted only to the extent they do not result in the Sub-Adviser being, or becoming during the term of this Agreement, an “affiliated person” of the Adviser, the Trust, or the Former Sub-Adviser for purposes of Section 2(a)(3) of the 1940 Act, do not impair the status of any Independent Trustee under Section 2(a)(19) of the 1940 Act, and do not otherwise violate the 1940 Act or applicable rules thereunder.

8. Liability and Indemnification. In the absence of its bad faith, gross negligence, willful misconduct, or reckless disregard of its obligations and duties hereunder, the Sub-Adviser shall not be subject to any liability to the Adviser, the Fund, or their respective directors, Trustees, officers, or shareholders, for any act or omission in the course of, or connected with, rendering services under this Agreement. Notwithstanding the foregoing, the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund, and their respective directors, Trustees, officers, and shareholders from and against any and all claims, losses, expenses, obligations, and liabilities (including reasonable attorneys’ fees) that arise or result from the Sub-Adviser’s bad faith, gross negligence, willful misconduct, breach of this Agreement, or reckless disregard of its duties hereunder.

Any obligations of the Fund under this Agreement shall not be binding upon the Trustees or the shareholders of the Fund individually, but shall be binding only upon the assets and property of the Trust with respect to the Fund. The Sub-Adviser is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust or other organizational documents of the Trust and agrees that the obligations assumed by the Fund shall be limited in all cases to the Fund and the Fund’s assets, and that the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders, Trustees of the Trust, or any individual Trustee. The Sub-Adviser further understands and agrees that the rights and obligations of any Fund under the Declaration of Trust or other organizational documents are separate and distinct from those of any and all other funds within the Trust.

The Adviser and the Sub-Adviser each 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 this Agreement, except to the extent caused by the bad faith, gross negligence, willful misconduct, or reckless disregard of such party’s duties hereunder. The parties hereto acknowledge and agree that the Sub-Adviser’s obligation to "defend" pursuant to the foregoing sentence shall be limited to circumstances in which the Sub-Adviser is named or identified as a party in any claim, action, arbitration, or other dispute that may invoke the terms of

this Section. The indemnification provided for herein shall be in addition to any rights that the parties may have at law or otherwise, and shall survive the termination of this Agreement.

9. Reliance on Information. Each of the Adviser and the Sub-Adviser may rely in good faith on, and shall not be required to independently verify the accuracy or completeness of, any information, instructions, or documentation, whether oral or written, provided to it by or on behalf of the other party, the Trust, the Fund, the Board, or any service provider duly appointed by the Trust or the Adviser. Neither the Adviser nor the Sub-Adviser, nor any of their respective affiliates, shall be liable for any loss, claim, damage, liability, or expense (including reasonable attorneys’ fees and other costs of investigation or defense) arising out of or relating in any way to actions taken or omitted in reasonable reliance upon any such information, instructions, or documentation, provided that such reliance was not manifestly unreasonable under the circumstances. Nothing in this Section shall limit a party’s obligation to act in good faith and with reasonable care in the performance of its duties under this Agreement.

10. Duration and Termination. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of the Fund. This Agreement shall remain in full force and effect continuously thereafter, except as follows:

Unless otherwise agreed in writing by the Adviser, this Agreement may not be terminated by the Sub-Adviser during the Initial Exclusivity Period. Thereafter, the Sub-Adviser may terminate this Agreement, without penalty, upon nine (9) months prior written notice to the Adviser and Trust

Notwithstanding the foregoing, in the event that (i) the Adviser engages in conduct that results in a material SEC enforcement action taken against the Adviser, the Sub-Adviser may terminate this Agreement within ninety (90) days following the public announcement of such enforcement action, upon sixty (60) days’ written notice to the Adviser; or (ii) any Trustee, administrator, transfer agent, or fund accounting agent of the Fund, or any of their respective officers, employees, or affiliates directly involved with the Fund, engages in conduct resulting in a material SEC enforcement action and the Board or Adviser does not terminate the relationship with such party with respect to the Fund, then the Sub-Adviser may terminate this Agreement within ninety (90) days following the public announcement of such enforcement action, upon sixty (60) days’ written notice to the Adviser.

Any rights, obligations, or restrictions of the Parties intended to survive termination of this Agreement shall survive for a period commencing on the effective date of termination and continuing through the end of the survival period that would have applied had the effective date of termination been the end of the then-current term of this Agreement. Accordingly, notwithstanding any other provision of this Agreement or any amendment hereto, all such surviving rights, obligations, and restrictions shall remain in effect through the end of such survival period.

Upon termination of this Agreement, the duties of the Adviser delegated to Sub-Adviser under this Agreement automatically shall revert to the Adviser.

11. Amendments. This Agreement may be amended by the mutual written agreement of the Adviser and the Sub-Adviser with respect to the Fund; provided, however, that no such amendment shall become effective unless approved in accordance with the requirements of the 1940 Act and any applicable rules or regulations thereunder, or pursuant to any exemptive relief or interpretation issued by the SEC or its staff. If required by Section 15 of the 1940 Act or any applicable SEC guidance, any material amendment to this Agreement shall not become effective with respect to the Fund unless and until it has been approved (i) by the affirmative vote of a majority of the outstanding voting securities of the Fund, and (ii) by the vote, cast in person at a meeting called for such purpose, of a majority of the Independent Trustees of the Board. To the extent such shareholder or Board approval is not required for a particular amendment under the 1940 Act, the rules or regulations thereunder, or exemptive relief granted by the SEC, such approval shall not be required.

12. Use of Name. Subject to the terms of this Agreement and applicable law, the Adviser is hereby granted a limited, non-exclusive, revocable right to use the name, track record, and reputation of the Sub-Adviser solely in connection with the marketing and promotion of the Fund during the term of this Agreement, provided that such use shall not imply any ownership interest by either party in the other or any affiliation beyond that contemplated by this Agreement. Any use of the Sub-Adviser’s name, track record, or reputation by the Adviser shall be subject to the Sub-Adviser’s reasonable approval, not to be unreasonably withheld, and shall in all respects comply with applicable law, rules, and regulations. Upon termination of this Agreement, the Adviser shall promptly cease all use of the Sub-Adviser’s name, track record, and reputation in connection with the Fund, except as may be required to comply with applicable law, regulatory requirements, or standard recordkeeping practices.

13. Governing Law. This Agreement shall be construed in accordance with the laws of (i) the State of Delaware with respect to matters in which the Trust is a named party or (ii) the Commonwealth of Pennsylvania with respect to matters in which the Trust is not a named party, and in either case without giving effect to the conflicts of laws principles thereof, and in accordance with the 1940 Act. To the extent that the applicable laws of the State of Delaware or Commonwealth of Pennsylvania conflict with the applicable provisions of the 1940 Act, the latter shall control.

14. Venue/Jurisdiction. In the event of the institution of any such action, suit or proceeding, each of the parties hereto hereby consents to the exclusive jurisdiction and venue of the courts of the (i) State of Delaware with respect to any matter in which the Trust is a named party, or (ii) Commonwealth of Pennsylvania or such other state where the Adviser’s corporate office is located with respect to any matter in which the Trust is not a named party, and each of the parties hereto further consents to the personal jurisdiction of such courts. Any action, suit or proceeding brought by or on behalf of any of the parties hereto relating to such matters shall be commenced, pursued,

defended and resolved only in such courts and any appropriate appellate court having jurisdiction to an appeal from any judgment entered in such courts. The parties hereto agree that service of process may be made in any manner permitted by the rules of such courts and the laws of the State of Delaware or Commonwealth of Pennsylvania, as applicable. Each party further agrees that the exclusive choice of forum set forth in this Section 14 does not prohibit the enforcement of any judgment obtained in that forum or any other appropriate forum.

16. Confidentiality. The Adviser and the Sub-Adviser agree that the terms of this Agreement and any nonpublic information exchanged between them in connection with this Agreement shall be treated as confidential and shall not be disclosed to any third party except as required by applicable law, rule, or regulation (including, without limitation, the 1940 Act), the requirements of any regulatory or governmental authority, or in connection with routine or special filings, including as exhibits to registration statements or other disclosures required by regulatory authorities. Each party may disclose such information to its respective directors, Trustees, officers, employees, affiliates, auditors, accountants, legal counsel, and compliance professionals, and, in the case of the Adviser, to the Board, the Trust, and service providers, in each case only as reasonably necessary to perform or oversee this Agreement and subject to customary confidentiality obligations. If disclosure is required by legal process or regulatory request, the disclosing party shall, to the extent legally permissible, provide prompt written notice to the other party prior to such disclosure to allow a reasonable opportunity to seek confidential treatment or other remedy. Except as otherwise provided in this Section, neither party shall disclose the terms of this Agreement to any other person or entity without the prior written consent of the other party. Notwithstanding anything to the contrary, nothing herein shall restrict the Board or the Trust from making such disclosures as they determine necessary or appropriate to fulfill fiduciary, legal, regulatory, or oversight obligations. The obligations of confidentiality set forth in this Section shall survive termination of this Agreement.

17. Non-Solicitation of Employees. During the term of this Agreement and for a period of one year thereafter, neither party nor their affiliates shall, without the other party’s prior written consent, solicit for employment any employee of the other party or its affiliates; provided that this restriction does not apply to general employment solicitations or applications initiated by the employee.

18. Structure of Agreement. This Agreement is entered into solely between the Adviser and the Sub-Adviser with respect to the Fund, and (a) no breach of any term of this Agreement shall create a right or obligation with respect to any series of the Trust other than the Fund; (b) under no

circumstances shall the Sub-Adviser have the right to set off claims relating to the Fund by applying property of any other series of the Trust; and (c) the business and contractual relationships created by this Agreement, consideration for entering into this Agreement, and the consequences of such relationship and consideration relate solely to the Adviser and the Sub-Adviser with respect to the Fund, and do not make the Trust a party to this Agreement.

19. Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors.

20. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties.

21. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

22. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is made less restrictive by a rule, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, or order.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and the year first written above.

1. Sub-Advisory Fee. As full compensation for services provided under this Agreement, the Adviser shall pay to the Sub-Adviser a fee equal to fifty percent (50%) of the net management fee actually received by the Adviser from the Fund for the applicable period. For purposes of this Exhibit A, the term “net management fee” means the management fee paid by the Fund to the Adviser, less any expense reimbursements and any platform, networking, intermediary, or similar fees (including, without limitation, shareholder servicing fees, sub-transfer agency fees, omnibus fees, networking fees, and any other distribution-related or intermediary fees) paid or reimbursed by the Adviser to the Fund or to third-party service providers, and less any waivers, reimbursements, or reductions to the management fee pursuant to any expense limitation agreement or similar arrangement, in each case, to the extent such amounts accrue on or after the effective date of this Agreement and are attributable to periods on or after such effective date, pursuant to the Fund’s prospectus, statement of additional information, or any applicable expense limitation agreement. For the avoidance of doubt, the Sub-Adviser will not pay any fees and/or expenses that exceed the management fee.

2. Calculation and Payment. The Sub-Advisory Fee shall be calculated as of the last business day of each calendar quarter and shall be payable by the Adviser to the Sub-Adviser within thirty (30) days following the end of each such quarter. If the effective date of this Agreement is any day other than the first day of a calendar quarter, or if this Agreement terminates on any day other than the last day of a calendar quarter, the Sub-Advisory Fee for such partial quarter shall be pro-rated based on the number of days during which the Agreement was in effect in such quarter relative to the total number of days in that quarter. All amounts shall be paid gross of taxes and/or other levies (i.e., in the event that taxes or other levies are applicable, payments shall be increased in such a way that after deductions and/or withholding, the net amount paid corresponds to the agreed Sub-Advisory Fee).

3. Recoupment of Waived Fees. If, in connection with any expense limitation agreement, waiver, or reimbursement arrangement applicable to the Fund, the Sub-Adviser waives or reimburses any portion of its sub-advisory fee otherwise payable under this Agreement, the Sub-Adviser shall have the right to recoup such waived or reimbursed amounts, to the extent permitted by applicable law and the Fund’s governing documents, prospectus, and statement of additional information. The amount available for recoupment by the Sub-Adviser in any period shall be determined proportionally, based on the ratio of the Sub-Adviser's share of the management fee to the total management fee subject to waiver or reimbursement, and shall be limited to fees waived or reimbursed by the Sub-Adviser during periods commencing on or after the effective date of this Agreement. For the avoidance of doubt, the Sub-Adviser shall not be subordinated to, or responsible for, any recoupment balances or fee waivers attributable to periods prior to the effective date of this Agreement, and the Adviser shall not exercise its recoupment rights with

respect to pre-existing balances in a manner that impairs or limits the Sub-Adviser’s ability to recoup its own waived fees hereunder. The Adviser and Sub-Adviser shall cooperate in good faith to administer recoupment in a manner that is equitable and consistent with the terms of this Agreement and applicable Fund policies.

4. Expenses. The Sub-Adviser shall bear its own ordinary operating and overhead expenses incurred in connection with the performance of its services under the Agreement, including compensation and benefits for personnel, rent, utilities, equipment, general administrative costs, and routine compliance costs.

5. No Payment by the Fund. The Fund shall not pay any fee or expense directly to the Sub-Adviser. All compensation owed to the Sub-Adviser pursuant to this Exhibit A shall be paid solely by the Adviser.

6. Survival. The Sub-Adviser’s right to receive compensation for services performed incurred through the effective date of termination of the Agreement shall survive such termination.

The Sub-Adviser seeks to achieve the Fund’s investment objective by implementing a significantly net long investment strategy that permits investments in global markets, primarily in equities, but

also including securities of all types and other instruments and rights of a financial character. The Sub-Adviser expects to provide some protection against market drawdowns.

The Sub-Adviser seeks to establish long positions in high quality stocks while shorting those it deems to be of low quality. A high quality company is generally one that the Sub Adviser believes has an established business that will deliver a high level of return on past investments A low quality company is generally one that the Sub-Adviser believes has uncertain profitability based on a risky business model, questionable capital allocation, low barriers to entry, excessive leverage and/or other considerations.

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 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 LS Opportunity Fund (the “Fund”) to be held at the office of Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 on May 8, 2026, at 11:00 a.m. Eastern time, or at any adjournments or postponements thereof, upon the Proposals 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 (800) 859-8511. Representatives are available to assist you Monday through Friday 9AM to 10PM ET.

Important Notice Regarding the Availability of Proxy Materials: The Notice of the Meeting and Proxy Statement are available at vote.proxyonline.com/vat/docs/LS2026mtg.pdf

LS Opportunity Fund

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. The signer(s) acknowledges receipt of this Proxy Statement of the Board of Trustees. Your signature(s) on this Proxy should be exactly as your name(s) appears 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.

This proxy is solicited on behalf of the Fund’s Board of Trustees, and the Proposals have been unanimously approved by the Board of Trustees and recommended for approval by shareholders. When properly executed, this proxy will be voted as indicated or “FOR” the Proposals if no choice is indicated. The proxy will be 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 PROPOSALS.

þ		Preliminary Proxy Statement

o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o		Definitive Proxy Statement

o		Definitive Additional Materials

o		Soliciting Material Pursuant to Sec. 240.14a-12

þ	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	1)	Title of each class of securities to which transactions applies:

	2)	Aggregate number of securities to which transaction applies:

	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

	4)	Proposed maximum aggregate value of transaction:

	5)	Total fee paid:

Sub-Adviser Fees/Expenses Tiers ($)	Estimated BP Split Sub-Adviser	Estimated BP Split Manager	Sub- Adviser	Manager
0 - 200M	0.875%	0.875%	50%	50%
200M +	0.910%	0.840%	52%	48%

Name	Title	Principal Occupation
R. Jeremy Grantham	Founding Member, Member and Chairman Board of Directors	Chief Investment Strategist, GMO
Mitchell Harris	Member of the Board of Directors	Board Member
Scott Hayward	Member of the Board of Directors	Chief Executive Officer, GMO
Ben Inker	Member of the Board of Directors	Head of Asset Allocation, GMO
Anthony Hene	Member of the Board of Directors	Portfolio Manager, Focused Equity Team, GMO
Margaret McGetrick	Member of the Board of Directors	Board Member
Andrea Muller	Member of the Board of Directors	Board Member
Mark Nitzberg	Member of the Board of Directors	Board Member
Eyk Van Otterloo	Founding Member	Founding Member & Board Member
Ellie Evans	Corporate Secretary	Senior Legal Counsel, GMO

Name and Address of Owner	Type of Ownership	Number of Shares	Percentage Ownership
National Financial Services LLC 499 Washington Blvd., Floor 1-10th Jersey City, NJ 07310	Record	2,252,645	44.53%
Charles Schwab & Co., Inc. 101 Montgomery St. San Francisco, CA 94104	Record	1,862,935	36.83%
SEI Private Trust Company One Freedom Valley Dr. Oaks, PA 19456	Record	411,334	8.13%

1)		Amount Previously Paid:

2)		Form, Schedule or Registration Statement No.:

3)		Filing Party:

4)		Date Filed:


	1.	To approve a sub-advisory agreement between Long Short Advisors, LLC and Grantham, Mayo, Van Otterloo & Co. LLC with respect to the Fund;
	2.	To authorize the Fund to rely on a Manager of Managers order; and
	3.	To transact such other business as may properly come before the Special Meeting and any postponement or adjournment thereof.

PROXY CARD




SIGNATURE (AND TITLE IF APPLICABLE)	DATE



SIGNATURE (IF HELD JOINTLY)	DATE

	PROPOSALS:	FOR	AGAINST	ABSTAIN

1.	To approve a sub-advisory agreement between Long Short Advisors, LLC and Grantham, Mayo, Van Otterloo & Co. LLC with respect to the Fund;	○	○	○

2.	To authorize the Fund to rely on a Manager of Managers order	○	○	○

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