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

SCHEDULE 14A INFORMATIONFiled by the Registrant [X]

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934Filed by a Party other than the Registrant [ ]

Check the appropriate box:

UNIFIED SERIES TRUST

(Name of Registrant as Specified in Its Charter)

(Name of person (s) filing Proxy Statement, if other than the Registrant)

Payment of filing fee (check the appropriate box):

1. Title of each class of securities to which transaction 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:

4. Proposed maximum aggregate value of transaction:

5. Total fee paid:

1. Amount Previously Paid:

2. Form, Schedule or Registration Statement No.:

3. Filing Party:

4. Date Filed:

Absolute Core Strategy ETF

UNIFIED SERIES TRUSTA series of the

Sound Mind Investing Fund

Sound Mind Investing Balanced FundUnified Series Trust

c/o Huntington Asset Services, Inc.

2960 North Meridian Street, Suite 300July 27, 2020

Indianapolis, Indiana 46208

(877) 764-3863Important Proxy Materials

NOTICE OF SPECIAL MEETING OF SHAREHOLDERSPLEASE CAST YOUR VOTE TODAY

To Be Held February 12, 2013

Dear Shareholders:Shareholder:

The Board

You are cordially invited to attend a Special Meeting of TrusteesShareholders (the “Meeting”) of the Absolute Core Strategy ETF (the “Fund”), a series of shares of Unified Series Trust (the “Trust”) is holding a special meeting (“Special Meeting”) of shareholders of the Sound Mind Investing Fund (the “SMI Fund”) and the Sound Mind Investing Balanced Fund (the “Balanced Fund”) (each a “Fund” and collectively, the “Funds”), each a series of the Trust, on Tuesday, February 12, 2013to be held at 10:00 a.m., Eastern Time. The meeting will be heldtime, on September 14, 2020 at the offices of Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246. Formal notice of the Trust’s Administrator, Huntington Asset Services, Inc., located at 2960 North Meridian Street, Suite 300, Indianapolis, IN 46208.

The Special Meeting is being heldappears after this letter, followed by the proxy statement. At the Meeting, shareholders of the Fund will be asked to obtain shareholder approval:vote on a proposal to approve a new investment advisory agreement on behalf of the Fund and on a proposal to approve a new sub-advisory agreement on behalf of the Fund.

The Trust has fixedWe hope that you can attend the close of business on December 19, 2012 as the record date for determining shareholders entitled to notice of andMeeting in person; however, we urge you in any event to vote at the Special Meeting.

Each share of the Funds is entitled to one voteyour shares by completing and a proportionate fractional vote for each fractional share held. You are cordially invited to attend the Special Meeting. To assure your representation at the meeting, please completereturning the enclosed proxy and return it promptly in the accompanying envelope provided or voting by facsimile, whethertelephone at your earliest convenience.

The reason for the meeting is that Absolute Investment Advisers LLC (“Absolute”), who has served as investment adviser to the Fund since the Fund’s inception on January 21, 2020, underwent a change in control on June 30, 2020 in a transaction (the “Transaction”) due to a change in ownership of the firm. Under the Investment Company Act of 1940, as amended (“Investment Company Act”), an investment advisory agreement is required to automatically terminate upon an “assignment”. The closing of the Transaction was considered an “assignment” under applicable law. This resulted in termination of the Management Agreement between Absolute and the Trust approved by the Board of Trustees of the Trust (the “Board of Trustees” or not you expectthe “Board”) on November 19, 2019 and effective on January 21, 2020 (the “Original Advisory Agreement”). In anticipation of the closing of the Transaction, the Board of Trustees met and approved an interim investment advisory agreement between Absolute and the Trust on behalf of the Fund (the “Interim Advisory Agreement”) that became effective upon the closing of the Transaction. The Board of Trustees also approved a proposed new investment advisory agreement between Absolute and the Trust, on behalf of the Fund (the “New Advisory Agreement”), subject to shareholder approval. Under the Investment Company Act, the New Advisory Agreement requires shareholder approval in order to become effective. The Interim Advisory Agreement terminates upon the earlier of 150 days from the date of its effectiveness or upon the date the New Advisory agreement is approved by the shareholders of the Fund. Therefore, the Board of Trustees is submitting the New Advisory Agreement for approval by a vote of the shareholders of the Fund.

In addition, Absolute had an agreement with St. James, pursuant to which St. James served as the sub-adviser to the Fund (the “Original Sub-Advisory Agreement”). The Original Sub-Advisory Agreement terminated by its own terms when the Original Advisory Agreement terminated. The Board approved an interim sub-advisory agreement (the “Interim Sub-Advisory Agreement”) between Absolute and St. James that became effective upon the closing of the Transaction. The Board also approved the New Sub-Advisory Agreement, which also requires shareholder approval. Therefore, the Board is submitting the New Sub-Advisory Agreement for approval by a vote of the shareholders of the Fund, to be presenteffective when the New Advisory Agreement is effective.

Absolute was founded in 2004. Absolute focuses primarily on portfolio management for investment companies. Absolute has not experienced and does not expect any interruption of the Fund’s daily business as a result of the closing of the Transaction or the New Advisory Agreement. The current management team at Absolute remains intact and in place and was the meeting. If you attendsame management team prior to the meeting, you may revoke your proxyTransaction. St. James Investment Company, LLC (“St. James”), the sub-adviser to Absolute for the Fund, remains intact and vote your shares in person. It is very importantplace. The Adviser has stated it will continue to manage the Fund using the same investment objective and strategies that you return your signed proxy card promptly so that a quorum may be ensuredhave been employed by Absolute and St. James since inception of the costs of further solicitations avoided. As always, we thank you for your confidence and support.

The Trust’s Board of Trustees has carefully reviewedapproved the proposalNew Advisory Agreement and New Sub-Advisory Agreement and recommends that you vote “FOR” the proposal.New Advisory Agreement and the New Sub-Advisory Agreement, both of which include terms that are substantially similar to the Original Advisory Agreement and Original Sub-Advisory Agreement.

By Order

Your vote is important regardless of the number of shares you own. In order to avoid the added cost of follow-up solicitations and possible adjournments, please take a few minutes to read the proxy statement and cast your vote. It is important that your vote be received no later than September 14, 2020.

In addition to voting by mail you may also vote by telephone as follows:

We encourage you to vote by telephone using the control number that appears on the enclosed proxy card. Use of telephone voting will reduce the time and costs associated with this proxy solicitation. Whichever method you choose, please read the enclosed proxy statement carefully before you vote.

The Fund is sensitive to the health and travel concerns the Fund’s shareholders may have and the protocols that federal, state and local governments may impose. Due to the difficulties arising from the coronavirus known as COVID-19, the date, time, location or means of conducting the Special Meeting may change. In the event of such a change, the Fund will announce alternative arrangements for the Special Meeting as promptly as practicable, which may include holding the Special Meeting by means of remote communication, among other steps, but the Fund may not deliver additional soliciting materials to shareholders or otherwise amend the Fund’s proxy materials. The Fund plans to announce these changes, if any, at www.okapivote.com/abeq and encourages you to check this website prior to the Special Meeting if you plan to attend.

We appreciate your participation and prompt response in this matter and thank you for your continued support. If you have any questions after considering the enclosed materials, please call Okapi Partners LLC, our proxy solicitation firm, toll-free at 855-305-0855.

Absolute Core Strategy ETF

A series of

Unified Series Trust

Tara PiersonNOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Secretary of the Trust

January 11, 2013

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD AT [10:00 A.M.], EASTERN TIME, ON FEBRUARY 12, 2013: This Notice, Proxy Statement and the Fund’s most recent Annual Report to shareholders are available on the internet at www.smifund.com.

UNIFIED SERIES TRUST

Sound Mind Investing Fund

Sound Mind Investing Balanced Fund

c/o Huntington Asset Services, Inc.

2960 North Meridian Street, Suite 300

Indianapolis, Indiana 46208

(877) 764-3863

QUESTIONS AND ANSWERS

YOUR VOTESEPTEMBER 14, 2020. THE PROXY STATEMENT TO SHAREHOLDERS IS VERY IMPORTANT!

Dated: January 11, 2013AVAILABLE AT HTTP://WWW.OKAPIVOTE.COM/ABEQ OR BY CALLING THE OKAPI PARTNERS LLC, TOLL-FREE AT 855-305-0855.

As a series of UST, each Existing Fund retains various service providers who provide an array of day-to-day operational services toTo the Existing Fund. These services include custody, fund administration, accounting, transfer agency, distribution and compliance (“Third Party Service Arrangements”). Currently, certain Third Party Service Arrangements are provided to UST by Huntington National Bank (custody), Huntington Asset Services, Inc. (administration, fund accounting and transfer agency), and Unified Financial Securities, Inc. (distribution). These service providers perform the same services for VAT, and therefore will continue on as service providers for the New Funds. The New Funds will be overseen by a different Board of Trustees, different legal counsel and a different chief compliance officer. The lower costs associated with these different service providers, as well as lower insurance costs, are anticipated to result in lower costs for the New Funds.

The SMI Funds’ adviser expects that the SMI Funds will incur lower costs as series of VAT, a multiple series trust sponsored and administered by Huntington Asset Services, Inc. (“Huntington”). Huntington has confirmed to the adviser that VAT was organized with a lower cost structure, including lower trustees’ fees because VAT has two independent trustees (compared to five independent trustees for Unified Series Trust), lower D&O/E&O insurance premiums due to lower coverage levels, lower legal fees because VAT does not have separate independent counsel for the independent trustees (while Unified Series Trust does), and lower compliance fees because VAT does not have a chief compliance officer devoted full time to oversight of compliance for VAT (whereas UST does have a full time compliance officer).

SMI Advisory Services, LLC (“SMI”), the investment adviser to the Existing Funds, has determined that the Existing Funds could benefit from the lower cost operating structureShareholders of the VAT and, therefore, has recommended that the Existing Funds be reorganized as series of the VAT.Absolute Core Strategy ETF:

Existing Fund shareholders will become shareholders of the New Fund. Immediately after the Reorganization, each shareholder will hold the same number of shares of the New Fund, with the same net asset value per share and total value, as the shares of the Existing FundNOTICE IS HEREBY GIVEN that he or she held immediately prior to the Reorganization. Immediately thereafter, each Existing Fund will be liquidated.

Please refer to the Proxy Statement for a detailed explanation of the proposal. If the Plan is approved by shareholders of each Existing Fund at the Special Meeting of Shareholders (the “Special Meeting”“Meeting”) of the Absolute Core Strategy ETF (the “Fund”), the Reorganization presently is expected to be effective on or about February 28, 2013.

The Reorganization will not shift portfolio management oversight responsibility. By engaging SMI to manage the New Funds, the current investment adviser to the Existing Funds will continue to use the same portfolio management team that has been responsible for the Existing Funds since their inception. The investment objective and strategies of the New Funds will be substantially identical to those of the Existing Funds.

The Reorganization will not affect most other services currently provided to the Existing Funds’ shareholders because the service providers that provide the Third Party Service Arrangements are the same for the New Funds as for the Existing Funds, with the exception of the Existing Funds’ legal counsel and chief compliance officer.

The Reorganization will move the assets of the Existing Funds from UST, which is an Ohio business trust, to the New Funds, series of VAT, which is organized as a Delaware statutory trust. As a result of the Reorganization, the New Funds will operate under the supervision of a different Board of Trustees. John C. Swhear, an officer of Huntington Asset Services, will serve as chief compliance officer of the VAT.

Scout Investments, Inc., through its Reams Asset Management division, will continue to be responsible for the management of the fixed income portion of the New Balanced Fund, and the subadviser’s portfolio managers who are primarily responsible for the day-to-day portfolio management of the fixed income portion of the Existing Balanced Fund will continue to be responsible for the day-to-day fixed-income portfolio management of the New Balanced Fund.

With respect to the overall operating expenses, the Reorganization is not expected to result in any increase in the net operating expense ratio of the New Funds compared to the current expense ratios of the Existing Funds. The primary purpose of the Reorganization is to lower the gross operating expenses of the Existing Funds by moving the Existing Funds from UST to VAT, which offers a lower cost operating structure. Total expenses paid by shareholders of the New Balanced Fund are not expected to change. Currently, SMI has contractually agreed to waive its fees and/or reimburse the Existing Funds for expenses through February 28, 2013, to the extent necessary so that total annual fund operating expenses of the shares do not exceed the annual rate of 1.50% with respect to the SMI Fund and 1.15% with respect to the Balanced Fund, excluding brokerage fees and commissions, borrowing costs (such as (a) interest expense and (b) dividends on securities sold short), taxes, extraordinary expenses, 12b-1 fees (if applicable), and any indirect expenses (such as fees and expenses of acquired funds) (the “Expense Cap”). The ratios of expenses to average net assets of the Existing Funds as reflected in the audited financial highlights contained in the annual report of the Existing Funds for the year ended October 31, 2012 were 1.15% for the SMI Fund and 1.49% for the Balanced Fund, of average daily net assets before the application of the Expense Cap. After application of the Expense Cap, the ratio for the Balanced Fund was 1.15% These expense ratios do not include fees and expenses of the underlying mutual funds acquired by the Funds. In conjunction with the Reorganization, SMI has agreed to extend for each New Fund the expense limitation arrangement through February 28, 2014 as described above.

UNIFIED SERIES TRUST

Sound Mind Investing Fund

Sound Mind Investing Balanced Fund

c/o Huntington Asset Services, Inc.

2960 North Meridian Street, Suite 300

Indianapolis, Indiana 46208

(877) 764-3863

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

To Be Held February 12, 2013

Introduction

Unified Series Trust (the “Trust”) has called a special meeting (the “Special Meeting”) of the shareholders of the Sound Mind Investing Fund (the “SMI Fund”) and the Sound Mind Investing Balanced Fund (the “Balanced Fund”) (each a “Fund” and collectively, the “Funds”), each a series of the Trust, in order to seek shareholder approval of a proposal to reorganize (the “Reorganization”) each Fund from a series of the Trust to a corresponding and identically named series (each a “New Fund” and collectively, the “New Funds”) of Valued Advisers Trust (the “New Trust”). The Reorganization is not expected to result in any change in the way the Funds are managed or in the investment objective, policies and strategies of the Funds. Each Fund’s fees and expenses are not expected to increase as a result of the Reorganization. The primary purpose of the Reorganization is to lower the gross operating expenses of the Existing Funds by moving the Existing Funds from the Trust to the New Trust, which offers a lower cost operating structure. Total expenses paid by shareholders of the New Balanced Fund are not expected to change. SMI Advisory Services, LLC (the “Adviser”) will continue as investment adviser for each New Fund and the persons responsible for the day-to-day management of each Fund will be the same as those who will be responsible for the day-to-day management of each New Fund. The Reorganization is expected to be a tax-free reorganization for federal income tax purposes and therefore no gain or loss should be recognized by the Funds or their shareholders as a result of the Reorganization. The Special Meeting will be held at the offices of the Trust’s Administrator, Huntington Asset Services, Inc., located at 2960 North Meridian Street,Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 300, Indianapolis, IN 46208450, Cincinnati, OH 45246, at 10:00 a.m.A.M., Eastern Time,time, on Tuesday, February 12, 2013. This Proxy Statement and form of proxy are being mailed to shareholders of record on or about January 11, 2013.

Items for Consideration

September 14, 2020. The Special Meeting has been called by the Board of Trusteespurpose of the Trust forMeeting is to consider and vote on the following specific purposes:matters:

Only shareholders

Shareholders of record atas of the close of business on December 19, 2012 (the “Record Date”) areJuly 16, 2020 will be entitled to notice of and to vote at the Special Meeting or any adjournment thereof. A proxy statement and any adjournments or postponements thereof.

At your request,proxy card solicited by the Trust will send you a free copy of the most recent audited annual report for the Funds. At your request, the Trust will send you a free copy of the Funds’ current prospectus and statement of additional information. Please call the Funds at (877) 764-3863 or write to Huntington Asset Services, Inc., at 2960 North Meridian Street, Suite 300, Indianapolis,are included herewith.

PLEASE VOTE BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD, THUS AVOIDING UNNECESSARY EXPENSE AND DELAY. YOU MAY ALSO EXECUTE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN 46208 to request an annual report, a prospectus, a statement of additional information or with any questions you may have relating to the Proxy Statement.THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND THE PROPOSAL I

With respect to each Fund, to approve an Agreement and Plan of Reorganization, which provides for: (a) the transfer of all the assets and liabilities of the Fund, a series of the Trust, to the identically named New Fund, which is a series of the New Trust, in exchange for shares of the New Fund; and (b) the distribution of the shares of the New Fund pro rata by the Fund to its shareholders, in complete liquidation of the Fund (the “Reorganization”). Approval of the Reorganization includes approval of each Fund’s Advisory Agreement (and Sub-Advisory Agreement with respect to the Balanced Fund) and the carryover of amounts eligible for recoupment under the Expense Limitation Agreement with respect to the Balanced Fund.

SUMMARY OF PROPOSAL

Below is a brief summary of the Proposal and how it will affect the Funds and their shareholders. We urge you toYou should carefully read the fullentire text of the Proxy Statement. We have provided you with a brief overview of the Proxy Statement using the questions and answers below.

You are being asked to consider a reorganization

QUESTIONS AND ANSWERS

Q: What is happening? Why did I get this package of your Fund. Each Fund is currentlymaterials?

A: The Absolute Core Strategy ETF (the “Fund”), a series of Unified Series Trust and offers one class(the “Trust”), is conducting a special meeting of shares. If approved by shareholders of each Fund, each Fund willthe Trust (the “Meeting”) scheduled to be reorganized into its corresponding and identically named New Fund,held at 10:00 a.m., Eastern Time, on September 14, 2020.

Q: What am I being asked to vote on?

A: You are being asked to approve the following proposals: To approve a newly created series ofnew investment advisory agreement (the “New Advisory Agreement”) between the New Trust. The Reorganization will not change the name, investment objective, investment strategies or investment policies of the Funds. Each Fund’s investment adviser (and, for the Balanced Fund, its sub-adviser) and portfolio managers will remain the same. Each Fund’s administrator, transfer agent, distributor, and custodian will remain the same. Each shareholder will own the same number of shares of the New Fund immediately after the Reorganization as the number of Fund shares with the same net asset value as is owned by the shareholder immediately prior to the Reorganization. The New Funds are expected to offer comparable mutual fund administration, custodial and distribution services as the Funds. The fees and expenses of the Funds are not expected to increase as a result of the Reorganization. The New Funds will have different trustees and a different chief compliance officer than the Funds, who will be responsible for overseeing the operations of the New Funds.

Pursuant to an Agreement and Plan of Reorganization, the Reorganization will be accomplished as follows with respect to each Fund: (a) the Fund will transfer all of its assets to the identically named New Fund, in exchange for shares of the New Fund and the New Fund will assume all of the liabilitiesTrust, on behalf of the Fund, and (b) the Fund will distribute the New Fund’s shares to its shareholders. Following the Reorganization, the Fund will be dissolved. A form of the AgreementAbsolute Investment Advisers LLC (“Absolute”) (“Proposal 1”); a new sub-advisory agreement (the “New Sub-Advisory Agreement”) between Absolute and Plan of Reorganization is attached as Exhibit A (the “Reorganization Plan”).

Approval of the Reorganization with respect to a Fund will include approval of the Advisory Agreement between the New Trust and SMI Advisory Services,St. James Investment Company, LLC (the “Adviser”(“St. James”), with respect to the Fund (and(“Proposal 2), (together, the “Proposals”); and the transaction of any other business (none currently contemplated) that may properly come before the Meeting or any adjournment thereof in the discretion of the proxies or their substitutes.

Q: Why am I being asked to vote on the New Advisory Agreement and the New Sub-Advisory Agreement?

A: You are being asked to vote on the New Advisory Agreement with respectbecause Absolute, which has served as investment adviser to the Balanced Fund). ApprovalFund from the Fund’s inception, underwent a change in control on June 30, 2020 in a transaction (the “Transaction”) due to a change in ownership of the Reorganization with respect tofirm. Under the Balanced Fund will include approvalInvestment Company Act of 1940, as amended (“Investment Company Act”), an investment advisory agreement automatically terminates upon an “assignment”. The closing of the carryoverTransaction was considered an “assignment” under applicable law. This resulted in termination of $277,705, which was eligible for recoupment by the Adviser as of December 31, 2012 under the Expense Limitation Agreementoriginal investment advisory agreement between Absolute and the Trust and the Adviser. That amount (plus any additional amount that accrues between January 1, 2013 and the date(the “Original Advisory Agreement”). In anticipation of the Reorganization) will be eligible for recoupment byclosing of the Adviser underTransaction, the Expense Limitation Agreement between the New Trust and the Adviser, provided that such recoupment is made within three years following the fiscal year in which the

2

particular waiver or reimbursement occurred and does not exceed the expense cap, and any recoupment must be approved in advance by the New Trust’s Board of Trustees.

The Board of Trustees of the Trust (the “Board” or “Board of Trustees”) met on May 20 and 21, 2020, and, after careful consideration, approved an interim investment advisory agreement between Absolute and the Trust on behalf of the Fund (the “Interim Advisory Agreement”) that became effective upon the closing of the Transaction. In addition, the Board, after careful consideration, approved the New Advisory Agreement to replace the Interim Advisory Agreement prior to its termination. The Interim Advisory Agreement terminates upon the earlier of 150 days from the date of its effectiveness or upon the date the New Advisory Agreement is approved by the shareholders of the Fund. Under the Investment Company Act, the New Advisory Agreement requires shareholder approval in order to become effective. Therefore, the Board is submitting the New Advisory Agreement to a vote of the shareholders of the Fund. As a shareholder of the Fund, you are entitled to vote on the New Advisory Agreement for the Fund.

In addition, Absolute had an agreement with St. James, pursuant to which St. James served as the sub-adviser to the Fund (the “Original Sub-Advisory Agreement”). The Original Sub-Advisory Agreement terminated by its own terms when the Original Advisory Agreement terminated. The Board approved an interim sub-advisory agreement (the “Interim Sub-Advisory Agreement”) between Absolute and St. James that became effective upon the closing of the Transaction. The Board also approved the New Sub-Advisory Agreement, which also requires shareholder approval. Therefore, the Board is submitting the New Sub-Advisory Agreement to a vote of the shareholders of the Fund, to be effective when the New Advisory Agreement is effective.

Q: Does the Board recommend that shareholders vote to approve the New Advisory Agreement and the New Sub-Advisory Agreement?

A: Yes. The Board unanimously recommends that the shareholders of the Fund vote to approve the New Advisory Agreement and the New Sub-Advisory Agreement. The various factors the Board considered in making this determination are described in the Proxy Statement.

Q: Who is Absolute Investment Advisers LLC?

A: Absolute was founded in 2004. Absolute focuses primarily on portfolio management for investment companies. As of June 1, 2020, Absolute had approximately $250 million in assets under management.

Q: Who is St. James Investment Company, LLC?

A: St. James was founded in 1999. St. James manages equity portfolios for both individuals and institutions. As of June 1, 2020, St. James had approximately $1.2 billion in assets under management.

Q: When would the New Advisory Agreement and the New Sub-Advisory Agreement take effect?

A: If approved by shareholders of the Fund, the New Advisory Agreement and the New Sub-Advisory Agreement would take effect immediately.

Q: Will the Transaction affect the operation of the Fund?

A: Absolute does not expect any interruption of the Fund’s daily business as a result of the closing of the Transaction or the New Advisory Agreement. The management team at Absolute that has been in place since inception of the Fund will remain intact and in place. St. James, the sub-adviser to Absolute for the Fund, will remain intact and in place. The Adviser has stated it will continue to manage the Fund using the same investment objective and strategies that have been employed by Absolute and St. James since inception of the Fund in 2020.

Q: Will the Fund’s investment objective or principal investment strategies change under the New Advisory Agreement?

A: No. The Fund’s investment objective and principal investment strategies will remain the same under the New Advisory Agreement as they were under the Original Advisory Agreement and the Interim Advisory Agreement.

Q: Will the Fund’s name change?

A: No. The Fund’s name will remain Absolute Core Strategy ETF.

Q: How will the approval of the New Advisory Agreement and the New Sub-Advisory Agreement change the investment management team of the Fund?

A: The management team at Absolute since inception of the Fund has remained intact and in place after the closing of the Transaction and will continue to manage the Fund under the Interim Advisory Agreement and is expected to continue to manage the Fund under the New Advisory Agreement, if approved by the shareholders of the Fund, using the same investment objective and strategies that have been employed by Absolute and St. James since the Fund’s inception. Thus, it is contemplated that the Fund will continue to be managed under the New Advisory Agreement and the new Sub-Advisory Agreement by Robert J. Mark, who has been responsible for the day-to-day management of the Fund’s portfolio since the Fund’s inception.

Q: How does the New Advisory Agreement differ from the Original Advisory Agreement?

A: The terms and conditions of the New Advisory Agreement are substantially similar to those of the Original Advisory Agreement, and materially differ only with respect to the changes described below:

Q: How does the New Sub-Advisory Agreement differ from the Original Sub-Advisory Agreement?

A: The terms and conditions of the New Sub-Advisory Agreement are substantially similar to those of the Original Advisory Agreement, and materially differ only with respect to the changes described below:

Q: Will the approval of the New Advisory Agreement change the total fees payable under the Original Advisory Agreement?

A: No. The total fees, including fee reductions and expense reimbursements, payable to Absolute under the New Advisory Agreement will be the same as the fees paid to Absolute under the Original Advisory Agreement.

Q: Will the approval of the New Sub-Advisory Agreement change the total fees payable under the Original Sub-Advisory Agreement?

A: No. The total fees payable to St. James under the New Sub-Advisory Agreement will be the same as the fees paid to St. James under the Original Sub-Advisory Agreement.

Q: Who is eligible to vote?

A: Shareholders of record at the close of business on July 16, 2020 are entitled to be present and to vote at the Meeting. Each share of record of the Fund is entitled to one vote (and a proportionate fractional vote for each fractional share) on each matter presented at the Meeting.

Q: How do I ensure that my vote is accurately recorded?

A: You may attend the Meeting and vote in person or you may vote by telephone or Internet or complete and return the enclosed proxy card. Proxy cards that are properly signed, dated and received prior to the Meeting will be voted as specified. If you specify a vote on any proposal, your proxy will be voted as you indicate, and any proposals for which no vote is specified will be voted FOR that proposal. If you simply sign, date and return the proxy card, but do not specify a vote on any of the proposals, your shares will be voted FOR all proposals.

Q: May I revoke my proxy?

A: You may revoke your proxy at any time prior to use by filing with the Secretary of the Trust an instrument revoking the proxy prior to the Meeting, by submitting a proxy bearing a later date, or by attending and voting at the Meeting.

Q: What will happen if there are not enough votes to have the Meeting?

A: It is important that shareholders vote by telephone or Internet or complete and return signed proxy cards promptly, but no later than September 14, 2020 to ensure there is a quorum for the Meeting. If we do not receive your proxy card(s) in a few weeks, you may be contacted by officers of the Trust or the Adviser, or Okapi Partners LLC, who will remind you to vote your shares. If we have not received sufficient votes to have a quorum at the Meeting or have not received enough votes to approve the New Advisory Agreement, we may adjourn the Meeting to a later date so we can continue to seek more votes.

Q: What happens if Proposal 1 is not approved?

A: If the shareholders of the Fund do not approve the New Advisory Agreement, Proposal 1 will not take effect. In the event Proposal 1 does not take effect, the Interim Advisory Agreement will continue until its expiration. The Board will consider other possible options available to the Fund, including, without limitation, seeking another investment adviser for the Fund or possibly closing the Fund. If Proposal 1 does not take effect, Proposal 2 will not take effect regardless of whether the shareholders approve Proposal 2.

Q: What happens if Proposal 2 is not approved?

A: If the shareholders of the Fund do not approve the New Sub-Advisory Agreement, Proposal 2 will not take effect. If the shareholders of the Fund approve Proposal 1 but do not approve Proposal 2, the Interim Sub-Advisory Agreement will continue until its expiration. The Board will consider other possible options available to the Fund, including, without limitation, seeking another investment sub-adviser for the Fund or possibly closing the Fund.

Q: Who will pay for the proxy solicitation?

A: Absolute has agreed to pay for the proxy solicitation, legal and other costs associated with the solicitation of the proposal. The Fund will not bear any of these costs.

Q: Whom should I call for additional information about the Proxy Statement?

A: If you need any assistance, or have any questions regarding the proposal or how to vote your shares, please call Okapi Partners LLC toll-free at 855-305-0855.

Absolute Core Strategy ETF

A series of the

Unified Series Trust

SPECIAL MEETING OF SHAREHOLDERS

To Be Held on September 14, 2020

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation by the Board of Trustees (the “Board” or “Board of Trustees”) of Unified Series Trust (the “Trust”) of proxies for use at the Special Meeting of Shareholders (the “Meeting”) of the Absolute Core Strategy ETF (the “Fund”), a series of the Trust, or at any adjournment thereof. The principal address of the Trust is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. This proxy statement and form of proxy are being first mailed to shareholders on or about August 3, 2020.

The Meeting is being held for the purpose of considering the approval of a new investment advisory agreement (the “New Advisory Agreement”) between the Trust, on behalf of the Fund, and Absolute Investment Advisers LLC (“Absolute”) because Absolute, who has served as investment adviser to the Fund since the Fund’s inception, underwent a change in control on June 30, 2020 in a transaction (the “Transaction”) due to a change in ownership of the firm, which resulted in a termination of the original investment advisory agreement between the Trust, on behalf of the Fund, and Absolute (the “Original Advisory Agreement”).

In addition, shareholders are being asked to consider the approval of a new investment sub-advisory agreement (the “New Sub-Advisory Agreement”) between Absolute and St. James Investment Company, LLC (“St. James”) because the original sub-advisory agreement between Absolute and St. James terminated when the Original Advisory Agreement terminated.

A proxy, if properly executed, duly returned and not revoked, will be voted in accordance with the specifications therein. A proxy that is properly executed but has no voting instructions with respect to a proposal will be voted for that proposal. A shareholder may revoke a proxy at any time prior to use by filing with the Secretary of the Trust an instrument revoking the proxy, by submitting a proxy bearing a later date, or by attending and voting at the Meeting.

Okapi Partners LLC (“Okapi”) will solicit proxies for the Meeting. Okapi is responsible for printing proxy cards, mailing proxy material to shareholders, soliciting brokers, custodians, nominees and fiduciaries, tabulating the returned proxies and performing other proxy solicitation services. The cost of these services will be paid by Absolute. Okapi estimated the cost of these services to be approximately $16,000.

In addition to solicitation through the mail, proxies may be solicited by officers, employees and agents of the Trust or Absolute without cost to the Trust. Such solicitation may be by telephone, facsimile or otherwise. It is anticipated that banks, broker-dealers and other financial institutions will be requested to forward proxy materials to beneficial owners and to obtain approval for the execution of proxies. Absolute has agreed to reimburse brokers, custodians, nominees and fiduciaries for the reasonable expenses incurred by them in connection with forwarding solicitation material to the beneficial owners of shares held of record by such persons.

Background. Absolute Investment Advisers LLC (“Absolute”), the Fund’s investment advisor, has provided investment advisory services to the Fund pursuant to an investment advisory agreement that became effective upon the commencement and launch of the Fund on January 21, 2020 (the “Original Advisory Agreement”) and continued until June 30, 2020. The Original Advisory Agreement was approved by the sole initial shareholder of the Fund on January 17, 2020. The Original Advisory Agreement was last approved by the Board of Trustees, including a majority of the members of the Board of Trustees (individually, a “Trustee” and collectively, the “Trustees”) who are not “interested persons”interested persons, as that term is defined in the Investment Company Act of 1940 (“Independent Trustees”Act, as amended (the “Investment Company Act”), considered a draft of the Reorganization PlanTrust (the “Independent Trustees”) at an in-person meeting of the Board of Trustees held on November 18 and 19, 2019 and a continuation meeting held on January 16, 2020.

Absolute entered into those certain purchase agreements with certain members of Absolute to be effective as of July 1, 2020 (collectively referred to as the “Purchase Agreement”). As a result, two founding members of Absolute ceased being affiliated with Absolute, as either an employee or Member, as of July 1, 2020. Under the terms of the Purchase Agreement, the interests in Absolute relinquished by certain members were purchased by Absolute, current employees of Absolute, or granted to current employees of Absolute or held in reserve by Absolute (the “Transaction”). The Transaction closed on June 30, 2020. Prior to the Transaction, four members of Absolute each owned approximately 22.22% of the Voting Capital Absolute. Following the Transaction, Messrs. James P. Compson and Brian D. Hlidek are each expected to own in excess of 25% of Absolute and the representations by the Adviser, the New Trust, and the Funds’ administrator as to the benefitsdeparting members will no longer have an equity interest in Absolute. The Fund’s portfolio management team, including portfolio manager Robert J. Mark of the ReorganizationFund’s sub-adviser, St. James Investment Company, LLC (“St. James”), has remained in place since the closing of the Transaction. Absolute does not anticipate any changes to the Funds and the Funds’ shareholders, and determined, based on such representations, that the Reorganization is in the best interest of each Fund and its shareholders, and that the interests of those shareholders will not be dilutedname, organizational structure or management as a result of the Reorganization.

IfTransaction, except as described above. Absolute does not anticipate any changes to the Reorganization Plan is not approved by shareholders of oneFund’s name, investment strategies or both Funds, then the Trusteesprocesses as a result of the Funds will consider other appropriate action, which may include reorganizationTransaction.

Under the Original Advisory Agreement, Absolute received from the Fund an annual fee, computed and accrued daily and paid in arrears monthly, at the rate of 0.85% of the Fund(s) into a stand-alone or other multi-series trust.

The following documents have been filed with the SEC and are incorporated by reference into this Proxy Statement:

The most recent annual report2020 was 0.00% of the Funds, including financial statements, for the fiscal year ended October 31, 2012, has been mailed previously to shareholders. If you have not received this report or would like to receive additional copies free of charge or would like to receive copiesFund’s average daily net assets.

Assignment and Termination of the Prospectus and SAI free of charge, please contactOriginal Advisory Agreement. Under the Funds at the address set forth on the first page of this Proxy Statement or by calling (877) 764-3863, and they will be sentInvestment Company Act, an investment advisory agreement is required to you within three business days by first class mail.

REASONS FOR THE REORGANIZATION

automatically terminate upon an “assignment.” The Reorganizationclosing of the SMITransaction was considered an “assignment” under applicable law and SMI Balanced Funds, each a seriesresulted in the automatic termination of the Trust, into identically-named New Funds that are seriesOriginal Advisory Agreement on June 30, 2020.

Interim Advisory Agreement. In anticipation of the New Trust, was reviewed byclosing of the Trust’sTransaction, the Board of Trustees, (the “Board”), with the advice and assistanceincluding a majority of Trust counsel and independent legal counsel to the Independent Trustees, at special Board meetings held on December 5 and December 10, 2012. In connection with these meetings,a meeting of the Board was provided with informationof Trustees (held via teleconference pursuant to relief granted by the PresidentSecurities and Exchange Commission to the in person voting requirements under Section 15(c) of the New Trust, the Funds’ AdviserInvestment Company Act of 1940) on May 20 and 21, 2020 (the “May Board Meeting”), and after careful consideration, approved an interim investment advisory agreement between Absolute and the Funds’ administrator, Huntington Asset Services, Inc. (the “Administrator”), including financial data, background materials, analyses and other information such as responses to specific requests and questions raised by independent legal counsel in advanceTrust, on behalf of the meetings. TheFund, (the “Interim Advisory Agreement”) that became effective on July 1, 2020, following the closing of the Transaction. Pursuant to Rule 15a-4 under the Investment Company Act, the Interim Advisory Agreement did not require shareholder approval.

In deciding to approve the Interim Advisory Agreement, the Board reviewed, evaluatedof Trustees, determined, among other things, that the scope and discussed the financial data, materials, analyses and informationquality of services to be provided to itthe Fund under the Interim Advisory Agreement would be at its meetings that it considered relevant, including a memorandum prepared byleast equivalent to the Presidentscope and quality of services provided under the Original Advisory Agreement. As required under Rule 15a-4 under the Investment Company Act, the terms and conditions of the New Trust describingInterim Advisory Agreement are the proposed Reorganization,same as the Administrator’s analysis of projected expense savings the Funds would experience as seriesterms and conditions of the New Trust, and a copy ofOriginal Advisory Agreement, with the executive summary of the annual compliance review conducted by the New Trust’s Chief Compliance Officer of the New Trust’s compliance policies and procedures. The Board also reviewed a draft Agreement and Plan of Reorganization; a draft Plan of Liquidation for the Funds; a draft indemnification letter from the Adviser; a draft proxy statement to be sent to the Funds’ shareholders requesting approval of the Reorganization; and a draft supplement to the Funds’ prospectus describing the proposed Reorganization.

In their deliberations, the Board members relied on the materials, presentations and representations made by the New Trust’s President, the Adviser and the Administrator regarding the Reorganization, including their representations that the Reorganization was in the best interest of each Fund and its shareholders and would result in cost savings to each Fund. The Board members did not identify any single factor that was paramount or

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controlling in their deliberations, and individual Board members may have attributed different weights to various factors. The general factors considered by the Board in assessing and approving the Reorganization included, among others, in no order of priority:following exceptions:

In addition, at the May Board Meeting, the Board of Trustees approved an amended and restated expense limitation agreement (the “Amended Original ELA”) between Absolute and the Trust, on behalf of the Fund. The Amended Original ELA became effective on May 22, 2020, and its terms are substantially similar to the terms of the Original ELA. The Original ELA was set to expire on July 31, 2022. The Amended Original ELA was set to expire on July 31, 2023; however, by its terms it expired upon the termination of the Original Advisory Agreement. The Board of Trustees, including a majority of the Independent Trustees, at a meeting of the Board of Trustees (held via teleconference pursuant to relief granted by the Securities and Exchange Commission to the in person voting requirements under Section 15(c) of the Investment Company Act of 1940) on June 19, 2020 (the “June Board Meeting”), approved a new expense limitation agreement (the “New ELA”) between Absolute and the Trust, on behalf of the Fund. The New ELA became effective at the closing of the Transaction, and its terms are substantially similar to the terms of the Amended Original ELA. The New ELA permits Absolute to recoup fees previously waived under the Original ELA and Amended Original ELA.

Under the New ELA, Absolute has agreed to reduce its fees payable under the Interim Advisory Agreement and/or reimburse other expenses of the Fund to the extent necessary to limit total annual fund operating expenses of each class of shares of the Fund (exclusive of brokerage costs, taxes, interest, acquired fund fees and expenses, extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the Fund’s business) to an amount not exceeding 0.85% of the Fund’s average daily net assets. Each waiver/expense payment by the Adviser is subject to recoupment by the Adviser from the Fund in the three years following the date the particular waiver/expense payment occurred, but only if such recoupment can be achieved without exceeding the expense limitation in effect at the time of the waiver/expense payment and any expense limitation in effect at the time of the recoupment. In addition, Absolute may recoup fees waived and expenses reimbursed under the Original ELA and the Amended Original ELA, subject to the terms of the Original ELA and Amended Original ELA. The New ELA will expire July 31, 2023. Prior to its termination, the New ELA may be modified or terminated only with the approval of the Board of Trustees.

New Advisory Agreement. Also at the May Board Meeting and the June Board Meeting, the Board of Trustees, including a majority of the Independent Trustees, after careful consideration, approved the New Advisory Agreement to replace the Interim Advisory Agreement prior to its termination. Under the Investment Company Act, the New Advisory Agreement requires shareholder approval in order to become effective.

The terms and conditions of the New Advisory Agreement are substantially similar to those of the Original Advisory Agreement and materially differ only with respect to the changes described below:

As a result,

The terms of the New Advisory Agreement are also substantially similar to those of the Interim Advisory Agreement except for the changes described above and the various provisions included in the Interim Advisory Agreement as required under Rule 15a-4 under the Investment Company Act (as discussed above).

If approved by shareholders of the Fund, the Trust, on behalf of the Fund, will enter into the New Advisory Agreement with Absolute. Similar to the terms under the Original Advisory Agreement, the terms of the New Advisory Agreement provide that Absolute, as investment adviser to the Fund, will manage the investment and reinvestment of assets of the Fund; continuously review, supervise, and administer the investment program of the Fund; determine, in its discretion, the securities to be purchased, retained or sold (and implement those decisions) with respect to the Fund; provide the Trust and the Fund with records concerning Absolute’s activities under the New Advisory Agreement which the Trust and the Fund are required to maintain; render regular reports to the Trust’s Trustees and officers concerning Absolute’s discharge of the foregoing responsibilities; and perform such other services as agreed by Absolute and the Trust from time to time. Under the New Advisory Agreement, Absolute will receive from the Fund an annual fee, computed and accrued daily and paid in arrears monthly, at the rate of 0.85% of the average daily net assets of the Fund, which is the same as the management fee payable under the Original Advisory Agreement.

The New Advisory Agreement will become effective immediately upon the approval of the shareholders of the Fund. The New Advisory Agreement will remain in force for an initial term of two years from the date of shareholder approval, and from year to year thereafter, subject to annual approval by (a) the Board, including a majority of the Independent Trustees, approved the Reorganization of each Existing Fund into the identically-name New Fund, after determining that the Reorganization was in the best interests of each Fund and its shareholders due to the projected cost savings following the Reorganization, and that the interests of Fund shareholders would not be diluted because shareholders would not bear any costs of the Reorganization and because the Reorganization is expected to be tax-free.

The Board now submits to shareholders of the Funds a proposal to approve the Reorganization. If shareholders approve the Reorganization, and certain other conditions of the Reorganization Plan are met, the Trustees and officers of the Trust will execute and implement the Reorganization Plan. If approved, the Reorganization is expected to take place on or about 4:00 p.m. Eastern Time on February 28, 2013 (the “Closing Date”), although that date may be adjusted in accordance with the Reorganization Plan. Following the Reorganization, the Funds will be dissolved.

SUMMARY OF THE PLAN OF REORGANIZATION

Below is a summary of the important terms of the Reorganization Plan. This summary is qualified in its entirety by reference to the Reorganization Plan itself, which is set forth in Exhibit A to this Proxy Statement, and which we encourage you to read in its entirety.

Under the Plan of Reorganization, each Fund, a series of the Trust, will assign all of its assets and liabilities to the identically named New Fund, a newly organized series of the New Trust, in exchange for a number of New Fund shares equivalent in number and value to shares of the Fund outstanding immediately prior to the Closing Date (as defined above), followed by a distribution of those shares to Fund shareholdersvote cast in complete liquidation of the Fund so that each Fund’s shareholders would receive shares of the New Fund equivalent to the number and

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value of Fund shares held by such shareholder on the Closing Date. Like the Trust, the New Trust is an open-end investment company registered with the Securities and Exchange Commission (“SEC”). If the Reorganization is approved and implemented, shareholders of each Fund will become shareholders of the corresponding New Fund. Each New Fund’s investment objective and principal investment strategies are identical to that of the identically named Fund. In addition, the Adviser to the Funds will continue to serve as the investment adviser to the New Funds and the Balanced Fund’s sub-adviser will continue to serve as sub-adviser to the identically-named New Fund. The Funds’ administrator, transfer agent, custodian, and distributor will continue to serve these same roles to the New Funds following the Reorganization. However, there are some differences between the Funds and the New Funds. The New Funds will be overseen by an entirely different Board of Trustees, and none of the members of the Board of Trustees of the Trust will serve on the Board of Trustees of the New Trust. The New Trust has different legal counsel and an officer of the Administrator services as chief compliance officer of the New Trust. If approved, the Reorganization is expected to close on or about 4:00 p.m. Eastern Time on February 28, 2013, although the date may be adjusted in accordance with the Reorganization Plan.

The Reorganization is subject to a number of conditions set forth in the Reorganization Plan. Certain of these conditions may be waived by the Board of Trustees of each of the Trust and the New Trust. The significant conditions include approval of the Reorganization Plan by shareholders of each Fund and the receipt of an opinion of counsel that the Reorganization will be a tax-free reorganization for federal income tax purposes (neither of which may be waived). The Reorganization Plan may be terminated and the Reorganization abandoned at any time prior to the Closing Date, before or after approval by the shareholders of the Funds, by the Board of Trustees of the Trust. In addition, the Reorganization Plan may be amended upon mutual agreement.

COMPARISON OF THE FUNDS AND THE NEW FUNDS

Investment Objective, Limitations and Restrictions; Principal Investment Strategies and Risks

Each New Fund will have the same investment objective, limitations and restrictions, as well as principal investment strategies and risks as the identically named Fund.

Fees and Expenses

The tables of Fees and Expenses and the Examples shown below are based on fees and expenses as shown in the Funds’ prospectus and on estimates for the New Funds. The following table is designed to help you understand the fees and expenses that you may pay, both directly and indirectly, by investing in a New Fund’s Shares as compared to the Shares of a Fund.

Table of Fees and Expenses — Existing Funds

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Table of Fees and Expenses — New Funds

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Example

This example is intended to help you compare the costs of investing in the Funds and the New Funds with the costs of investing in other mutual funds. The Example assumes that you invest $10,000 in each of the Funds for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that each Fund’s operating expenses remain the same. With respect to the Balanced Fund, only the first year of each period in the example takes into account the expense reimbursement described above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Existing Funds:

New Funds:

Comparative Information on Shareholder Services

The New Funds will offer substantially similar shareholder services as the Funds, including telephone purchases and redemptions. The New Funds, like the Funds, offer an Automatic Investment Plan, which enables shareholders to make regular monthly or quarterly investments in shares through automatic charges to their checking account, and a Systematic Withdrawal Program.

Shares of the New Funds may be redeemed at a redemption price equal to the net asset value of the shares as next determined following the receipt of a redemption order and any other required documentation in proper form, less any applicable redemption fee. Payment of redemption proceeds for redeemed New Fund shares will generally be made within seven days after receipt of a redemption request in proper form and documentation.

Minimum Initial and Subsequent Investment Amounts

Each New Fund will offer a $2,500 minimum investment and $100 subsequent investment for regular accounts, retirement accounts or custodial accounts and a $2,000 minimum investment and $100 subsequent investment for Coverdell ESA accounts. These are the same minimums and subsequent investment amounts offered by the Funds.

Dividends and Distributions

The New Funds will have the same dividend and distribution policy as the Funds. Shareholders who have elected to have their dividends reinvested will continue to have dividends reinvested in the New Funds following the Reorganization. Shareholders who currently have capital gains reinvested in the Funds will continue to have capital gains reinvested in the New Funds.

Fiscal Year End

The Funds currently operate on a fiscal year ending October 31st. Following the Reorganization, the New Funds will also operate on a fiscal year ending October 31st.

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Comparative Information about the Trust and New Trust

The Trust is organized as an Ohio business trust under a Declaration of Trust and By-Laws (the “Governing Documents”). The New Trust is organized as a Delaware statutory trust under a Declaration of Trust and By-Laws (also “Governing Documents”). There are no material differences in shareholder rights between the Governing Documents of the Trust and New Trust.

The Investment Adviser, Subadviser, and Portfolio Managers

SMI Advisory Services, LLC, a limited liability company located at 11135 Baker Hollow Rd., Columbus, IN 47202, manages the investments of each Fund pursuant to an investment advisory agreement.

The Adviser provides each Fund with a continuous investment program consistent with the applicable Fund’s investment objectives and policies (as set forth in the Fund’s prospectus and SAI) and has overall supervisory management responsibility for the general management and investment of each Fund’s portfolio. The Adviser sets each Fund’s overall investment strategies, developing, constructing and monitoring the asset allocation, identifies securities for investment, determines when securities should be purchased or sold, selects brokers or dealers to execute transactions for each Fund’s portfolio and votes any proxies solicited by portfolio companies.

On behalf of the Balanced Fund, the Adviser has entered into a Subadvisory Agreement with Scout Investments, Inc., through its Reams Asset Management division (the “Subadviser”) pursuant to which the Subadviser manages the fixed income portion of the Balanced Fund’s portfolio. The Adviser supervises the Subadviser and continually monitors and evaluates the Subadviser’s performance to ensure that it does not deviate from the Subadviser’s stated investment strategy. The Adviser also periodically evaluates the Balanced Fund’s investment strategy to determine if changes are necessary, and rebalances the Fund’s asset allocation (including the allocation to the Subadviser) in response to market conditions, as well as to ensure an appropriate mix of elements in the Balanced Fund. From time to time, rather than allocating assets to the Subadviser, the Adviser may instead manage those assets directly by purchasing securities of open-end mutual funds and ETFs that invest primarily in fixed income securities.

The Adviser will have the same responsibilities under each New Fund’s investment advisory agreement. Each New Fund’s agreement will differ from the current agreement only with respect to the effective date of the agreement and the term of the agreement. Each New Fund’s agreement will have an initial term of two years.

The Adviser is a joint venture between Omnium Investment Company, LLC, and Marathon Partners, LLC. Omnium was formed in 2005 by Anthony Ayers and Eric Collier, each a Portfolio Manager of the Funds, and other senior managers of Omnium. Marathon Partners was formed in 2005 by Mark Biller, Senior Portfolio Manager of the Funds, Austin Pryor and other managers of Sound Mind Investing, a Christian non-denominational financial newsletter. Mr. Pryor is the publisher, and Mr. Biller is the Executive Editor, of Sound Mind Investing.

The SMI Fund is authorized to pay the Adviser a fee based on the Fund’s average daily net assets as follows:

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The Balanced Fund is authorized to pay the Adviser a fee based on the Fund’s average daily net assets as follows:

The Adviser contractually has agreed to waive its management fee and/or reimburse certain operating expenses, but only to the extent necessary so that each Fund’s total annual operating expenses (excluding brokerage fees and commissions; borrowing costs such as (a) interest and (b) dividend expenses on securities sold short; any 12b-1 fees; taxes; any indirect expenses, such as fees and expenses incurred by other investment companies in which the Fund may invest; and extraordinary litigation expenses) do not exceed 1.50% of the average daily net assets with respect to the SMI Fund, and 1.15% with respect to the Balanced Fund. The contractual arrangement for each Fund is in place through February 28, 2013. Each waiver or reimbursement by the Adviser is subject to repayment by the applicable Fund within the three fiscal years following the fiscal year in which the particular expense or reimbursement was incurred; provided that such Fund is able to make the repayment without exceeding the applicable expense limitation.

The VAT Board of Trustees approved each New Fund’s investment advisory agreementperson at a meeting held on December 12, 2012. A discussion regarding the basiscalled for the VAT Board’s approvalpurpose of each agreement will be available in the Funds’ Semi-Annual Report to Shareholders for the period ending April 30, 2013.

Subadviser

The Adviser has entered into a Subadvisory Agreement with the Subadviser, pursuant to which the Subadviser manages the fixed income portion of the Balanced Fund’s portfolio. The Subadviser makes investment decisions for the assets it has been allocated to manage. The Adviser supervises the Subadviser’s compliance with the Fund’s investment objective, policies, strategies and restrictions, and monitors the Subadviser’s adherence to its investment style.

The Subadviser will have the same responsibilities under the New Balanced Fund’s Subadvisory agreement. The New Balanced Fund’s agreement will differ from the current agreement only with respect to the effective date of the agreement and the term of the agreement. The New Balanced Fund’s agreement will have an initial term of two years.

The Subadviser is a wholly owned subsidiary of UMB Financial Corporation. The Subadviser is located at 227 Washington Street, Columbus, Indiana, 47202. The Subadviser is compensated by the Adviser for its investment advisory services at an annual rate of 0.20% of the average daily net assets of the fixed income portion of the Balanced Fund’s portfolio managed by the Subadviser. These fees are paid by the Adviser, not by the Balanced Fund. The Subadviser provides continuous advice and recommendations concerning the Balanced Fund’s fixed income investments. In addition to providing investment subadvisory services to the Balanced Fund, the Subadviser serves as investment adviser to pension and profit-sharing plans and other institutional investors and serves as subadvisor to other open-end mutual funds.

The VAT Board of Trustees approved the New Balanced Fund’s subadvisory agreement at a meeting held on December 12, 2012. A discussion regarding the basis for the VAT Board’s approval of the agreement will be available in the Funds’ Semi-Annual Report to Shareholders for the period ending April 30, 2013.

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Portfolio Managers

The portfolio managers for the Funds will remain the same and will continue serving as such to the New Funds. Informationvoting on the portfolio managers is below. For more detailed information on the portfolio managers’ compensation information, other accounts managed, and ownership of shares of the Funds, see the Funds’ Statement of Additional Information.

Adviser’s Portfolio Managers

The Adviser’s investment team responsible for managing the day-to-day investment operations of each Fund consists of the following portfolio managers.

Mark Biller, Senior Portfolio Manager – Mr. Biller has ultimate decision-making authority regarding all portfolio decisions and trading practices of the advisor. Mr. Biller has beencontinuance, or (b) a portfolio manager of the SMI Fund since its inception in 2005, and of the Balanced Fund since its inception in December of 2010. His duties involve researching and selecting the underlying funds in which the Funds invest, upgrading each Fund’s investments in underlying funds, determining the overall allocation among equity and fixed income assets as well as style categories, and monitoring the performance of the Subadviser. In addition to his duties at the Adviser, Mr. Biller is the Executive Editor of the Sound Mind Investing newsletter. He joined Sound Mind Investing in January 2000 and he is responsible for co-managing the newsletter and its online business. Mr. Biller’s writings on a broad range of financial and investment topics have been featured in a variety of national print and electronic media, and he has also appeared as a financial commentator for various national and local radio programs. The Sound Mind Investing newsletter was first published in 1990. Since it was first published over 20 years ago, the newsletter has provided recommendations to tens of thousands of subscribers using a variety of investment strategies, including the fund upgrading strategy that is used by the Funds. Sound Mind Investing does not manage accounts for readers and readers independently make their own determinations whether to accept investment recommendations published in the newsletter. Mr. Biller earned his B.S. in Finance from Oral Roberts University in 1994.

Eric Collier, CFA – Mr. Collier is a co-Portfolio Manager responsible for researching and selecting each Fund’s investments, determining overall allocation among style categories, and trading, subject to the ultimate decision-making authority of the Senior Portfolio Manager. Mr. Collier has been a portfolio manager of the SMI Fund since its inception in 2005, and of the Balanced Fund since its inception in December of 2010. In addition to his duties at the Adviser, Mr. Collier is a co-founder of Omnium Investment Company, LLC. At Omnium, he conducts analytical and quantitative research, and risk management. Prior to co-founding Omnium, Mr. Collier worked at Oxford Group, Ltd, a fee-only financial services firm. At Oxford Group, Mr. Collier provided investment advice to several high net-worth individuals concentrating on investment and financial planning strategies. Prior to that Mr. Collier was an Investment Analyst and Registered Investment Advisor Representative for Webb Financial Advisors, an investment advisory firm, from 1997 to 2000, where he was responsible for due diligence and manager selection on large cap growth and value securities, small cap growth and value securities, international cap securities, and fixed income securities. Mr. Collier graduated from Indiana University with a B.S. in Finance in 1998. He also studied at the University of Maastricht in the Netherlands through the International Business Program at Indiana University. He has received the Chartered Financial Analyst (“CFA”) designation, and he is a member of the CFA Institute (formerly the Association for Investment Management and Research (“AIMR”)) and a member of the Investment Management Association of Indianapolis.

Anthony Ayers, CFA – Mr. Ayers is a co-Portfolio Manager responsible for researching and selecting each Fund’s investments, determining overall allocation among style categories, and trading, subject to the ultimate decision-making authority of the Senior Portfolio Manager. Mr. Ayers has been a portfolio manager of the SMI Fund since its inception in 2005, and of the Balanced Fund since its inception in December of 2010. In addition to his duties at the Adviser, Mr. Ayers is a co-founder of Omnium Investment Company, LLC. At Omnium, he also conducts analytical and quantitative research, and risk management. Mr. Ayers helped develop the Adviser’s

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risk management procedures and a proprietary daily risk management reporting system. Prior to co-founding Omnium, Mr. Ayers was an Investment Analyst at Oxford Group, Ltd., where he was responsible for performing manager searches and due diligence on various mutual fund portfolio managers specializing in large capitalized growth and value securities, small capitalized growth and value securities, international capitalized securities, and fixed income securities. Prior to that Mr. Ayers was a Senior Investment Representative for Charles Schwab, where he assisted high net-worth clients with developing and trading complex option strategies, hedging concentrated portfolios, constructing diversified investment portfolios, risk management, and making individual stock and mutual fund recommendations. Mr. Ayers graduated from Indiana University with a B.S. in Finance in 1996, and he is a CFA charter holder.

Subadviser’s Portfolio Managers

The following portfolio managers are jointly responsible for managing the day-to-day investment decisions for the fixed income portion of the Balanced Fund, subject to the oversight of Mr. Mark Egan.

Mark M. Egan, CFA – Mr. Egan joined the Subadviser on November 30, 2010. He oversees the entire fixed income division of the Subadviser and retains oversight over all investment decisions. Mr. Egan was a Portfolio Manager of Reams Asset Management Company, LLC from April 1994 until November 2010 and was a Portfolio Manager of Reams Asset Management Company, Inc. from June 1990 until March 1994. Mr. Egan was a Portfolio Manager of National Investment Services until May 1990.

Thomas M. Fink, CFA – Mr. Fink joined the Subadviser on November 30, 2010. He was a Portfolio Manager at Reams Asset Management Company, LLC from December 2000 until November 2010. Mr. Fink was previously a Portfolio Manager at Brandes Fixed Income Partners from 1999 until 2000, Hilltop Capital Management from 1997 until 1999, Centre Investment Services from 1992 until 1997 and First Wisconsin Asset Management from 1986 until 1992.

Todd Thompson, CFA – Mr. Thompson joined the Subadviser on November 30, 2010. He was a Portfolio Manager at Reams Asset Management Company, LLC from July 2001 until November 2010. Mr. Thompson was a Portfolio Manager at Conseco Capital Management from 1999 until June 2001 and was a Portfolio Manager at the Ohio Public Employees Retirement System from 1994-1999.

Steven T. Vincent, CFA – Mr. Vincent joined the Subadviser on November 30, 2010. He was a Portfolio Manager at Reams Asset Management Company, LLC from October 2005 until November 2010. Mr. Vincent was a Senior Fixed Income Analyst at Reams from September 1994 to October 2005.

EXPENSES OF THE REORGANIZATION

Huntington Asset Services, Inc., the administrator to the Trust and the New Trust, will bear all of the costs of the Reorganization.

OTHER SERVICE PROVIDERS

Upon closing of the Reorganization, the New Funds will have the same day-to-day operational service providers as the Funds, except that the New Funds will be advised by different legal counsel than advises the Funds.

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CERTAIN INFORMATION REGARDING THE TRUSTEES AND OFFICERS

In connection with the Reorganization, the operations of the New Funds will be overseen by the New Trust’s Board of Trustees (the “New Board”). The business of the New Trust is managed under the direction of the New Board in accordance with the Governing Documents, which have been filed with the SEC. The New Board consists of three individuals, two of whom are Independent Trustees. Pursuant to the Governing Documents of the New Trust, the Trustees elect officers including a President, a Secretary, a Treasurer, a Principal Executive Officer and a Principal Accounting Officer.

The New Board also retains the power to conduct, operate and carry on the business of the New Trust and has the power to incur and pay any expenses, which, in the opinion of the New Board, are necessary or incidental to carry out any of the New Trust’s purposes. The New Board of the New Trust possesses powers to elect officers and conduct, operate and carry on the business of the New Trust. The New Board, officers, employees and agents of the New Trust, when acting in such capacities, shall not be subject to any personal liability except for his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties. Following is a list of the members of the New Board and executive officers of the New Trust and their principal occupations over the last five years.

INDEPENDENT TRUSTEES OF THE NEW TRUST

INTERESTED TRUSTEE AND OFFICERS OF THE NEW TRUST

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The New Board oversees the New Trust and certain aspects of the services provided by the Adviser and the other service providers. Each Trustee will hold office until their successors have been duly elected and qualified or until their earlier resignation or removal. Each officer of the New Trust serves at the pleasure of the Board and until their successors have been duly elected and qualified.

The New Trust’s Audit Committee consists of the Independent Trustees. The Audit Committee is responsible for overseeing each New Fund’s accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of certain service providers; overseeing the quality and objectivity of each New Fund’s financial statements and the independent audit of the financial statements; and acting as a liaison between the independent auditors and the full Board of Trustees.

The Pricing Committee of the Board of Trustees of the New Trust is responsible for reviewing and approving the Adviser’s fair valuation determinations, if any. The members of the Pricing Committee are all of the Trustees of the New Trust, except that any one member of the Pricing Committee constitutes a quorum for purposes of reviewing and approving a fair value.

The Governance and Nominating Committee of the New Trust consists of the Independent Trustees of the New Trust and oversees general New Trust governance-related matters.

The Chairman of the Board of Trustees of the New Trust is R. Jeffrey Young, who is an “interested person” of the New Trust, as that term is defined under the 1940 Act. The Board of Trustees of the New Trust does not have a Trustee, who is not an “interested person” of the New Trust (“Independent Trustee”), as that term is defined under the 1940 Act, designated as a lead Independent Trustee.

Trustee Compensation

Each Trustee of the New Trust who is not an interested person of the New Trust or an investment adviser to the New Trust receives compensation of $500 per meeting, per investment adviser to the New Trust. Total annual compensation to each New Trust Trustee was $11,000 as of September 28, 2012, based upon 11 series in the New Trust. The New Trust also reimburses the Trustees of the New Trust for travel and other expenses related to meeting attendance. The “interested persons” who serve as Trustees of the New Trust receive no compensation for their services as Trustees.

13

FEDERAL INCOME TAX CONSEQUENCES

The Reorganization is intended to qualify for Federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, no gain or loss should be recognized as a consequence of the Reorganization by the Funds or the New Funds (except to the extent that such assets consist of contracts described in Section 1256 of the Code or stock in passive foreign investment companies, as defined in Section 1297(a) of the Code), nor should a gain or loss be recognized by the shareholders of the Funds as a result of each New Fund’s distribution of its shares to such shareholders in exchange for such shareholder’s Fund shares. In addition, a shareholder’s tax basis for shares held in a Fund would carry over to the shares of the New Fund acquired in the Reorganization, and the holding period for shares held as a capital asset also would carry over to the New Fund shares received in the Reorganization.

Immediately prior to the Reorganization, each Fund shall have declared and paid a distribution or distributions that, together with all previous distributions, shall have the effect of distributing to its shareholders: (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to a specified time prior to the Reorganization on the Closing Date, and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed.

The forgoing relates only to the Federal income tax consequences of the Reorganization. You should consult your tax adviser regarding the effect, if any, of the proposed Reorganization in light of your individual circumstances, including any foreign, state and local tax consequences.

CAPITALIZATION

The following table sets forth as of the fiscal year ended October 31, 2012: (1) the audited capitalization of the Funds, and (2) the unaudited pro forma capitalization of the New Funds assuming the Reorganization has been approved. If the Reorganization is consummated, the capitalizations are likely to be different on the closing date, as a result of daily share purchase and redemption activity in the Funds and changes in net asset value per share.

SMI Fund

Balanced Fund

14

VOTING INFORMATION

Voting Securities and Required Vote

As of the Record Date, there were 22,742,646 shares of the SMI Fund and 3,516,826 shares of the Balanced Fund issued and outstanding.

All shareholders of record of the Funds on the Record Date are entitled to vote at the Special Meeting on the Proposal. Each shareholder is entitled to one vote per share held, and fractional votes for fractional shares held, on any matter submitted to a vote at the Special Meeting.

A majority of a Fund’s outstanding shares entitled to vote shall constitute a quorum with respect to that Fund at the Special Meeting. Approval of the Proposal with respect to a Fund requires an affirmative vote of the holders of a majority of the outstanding shares of the Fund entitled(as defined in the Investment Company Act). Similar to vote,the terms under the Original Advisory Agreement, under the terms of the New Advisory Agreement, the Board, the Fund’s shareholders, or Absolute may terminate the agreement at any time, on 60 days’ written notice, without the payment of any penalty. The New Advisory Agreement automatically terminates in the event of its assignment, as defined by the Investment Company Act and the rules thereunder.

Similar to the terms under the 1940 Act. Original Advisory Agreement, the New Advisory Agreement provides that Absolute shall not be liable for any error of judgment or for any loss suffered by the Trust or the Fund in connection with the matters to which the agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services or a loss resulting from willful misfeasance, bad faith, gross negligence, or reckless disregard on its part in the performance of, or from reckless disregard by it of its obligation and duties under the New Advisory Agreement.

The 1940 Act defines such voteNew Advisory Agreement is attached to this Proxy Statement as the lesser of (i) 67% or moreExhibit A. The descriptions of the New Advisory Agreement set forth in this Proxy Statement are qualified in their entirety by reference to Exhibit A.

In the event the shareholders of the Fund do not approve the New Advisory Agreement, the Board will consider other options available to the Fund, including, without limitation, seeking another investment adviser to manage the Fund or possibly closing the Fund.

Expense Limitation Agreement. In addition, at the June Board Meeting, the Board approved the New ELA between Absolute and the Trust, on behalf of the Fund. The New ELA became effective when the Interim Advisory Agreement became effective, and the New ELA’s terms are substantially similar to the terms of the Original ELA and Amended Original ELA; the New ELA will expire on July 31, 2023. As discussed above, the Amended Original ELA was set to expire on July 31, 2023; however, by its terms it expired upon the termination of the Original Advisory Agreement.

Similar to the Original ELA, under the New ELA, Absolute has agreed to waive its fees payable under the New Advisory Agreement and/or reimburse other expenses of the Fund to the extent necessary to limit total numberoperating expenses of each class of shares of the Fund (exclusive portfolio transaction and other investment-related costs (including brokerage fees and commissions); taxes; borrowing costs (such as interest and dividend expenses on securities sold short); acquired fund fees and expenses; fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); any amounts payable pursuant to a distribution or service plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940; any administrative and/or shareholder servicing fees payable pursuant to a plan adopted by the Board of Trustees; expenses incurred in connection with any merger or reorganization; extraordinary expenses (such as litigation expenses, indemnification of Trust officers and Trustees and contractual indemnification of Fund service providers); and other expenses that the Trustees agree have not been incurred in the ordinary course of the Fund’s business) to an amount not exceeding 0.85% of the Fund’s average daily net assets. Each waiver/expense payment by Absolute under the Original ELA and the New ELA is subject to recoupment by Absolute from the Fund in the three years following the date the particular waiver/expense payment occurred, but only if such recoupment can be achieved without exceeding the annual expense limitation in effect at the time of the waiver/expense payment and any expense limitation in effect at the time of the recoupment. It is expected that the New ELA will continue in effect until July 31, 2023 and from year to year thereafter provided such continuance is approved by a majority of the Trustees who (i) are not “interested persons” of the Trust or any other party to the agreement, as defined in the Investment Company Act; and (ii) have no direct or indirect financial interest in the operation of the agreement (the “Non-Interested Trustees”); provided, however, that the Trust and Absolute may terminate the New ELA at the end of the then-current term upon not less than 60 days’ notice to the Trust; and provided further that, in the case of termination by the Trust, such action shall be authorized by resolution of a majority of the Non-Interested Trustees or by a vote of a majority of the outstanding voting securities of the Fund. The New ELA automatically terminates if the New Advisory Agreement is terminated.

The New ELA is attached to this Proxy Statement as Exhibit B. The descriptions of the New ELA set forth in this Proxy Statement are qualified in their entirety by reference to Exhibit B.

Information Concerning Absolute. Absolute was founded in 2004 and is a Massachusetts limited liability company having a principal office at 4 North Street, Suite 2, Hingham, MA 02043. Absolute is registered with the U.S. Securities and Exchange Commission. Absolute focuses primarily on portfolio management for investment companies. As of June 1, 2020, Absolute had approximately $250 million in assets under management.

Certain Conditions Under the Investment Company Act. Under the terms of the Purchase Agreement, the principals and certain officers of Absolute received compensation as part of the Transaction. Section 15(f) of the Investment Company Act provides a safe harbor for the receipt by an investment adviser or any of its affiliated persons of any amount or benefit in connection with a transaction involving the assignment of an investment advisory agreement if two conditions are satisfied.

The first condition is that, an “unfair burden” must not be imposed upon the Fund as a result of the Transaction. The term “unfair burden” includes any arrangement, during the two-year period immediately after the assignment, whereby Absolute (or its successors), or any interested person of Absolute, receives or is entitled to receive any compensation directly or indirectly from the Fund or its shareholders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of the Fund’s assets (other than fees for bona fide principal underwriting services).

The second condition is that, during the three-year period immediately after the assignment, at least 75% of the Board must not be “interested persons” of the investment adviser or predecessor investment adviser within the meaning of the Investment Company Act. The current constitution of the Board satisfies the foregoing condition.

Evaluation by the Board of Trustees. At the May Board Meeting, Absolute presented the terms of the Transaction. In addition, at the May Board Meeting and the June Board Meeting, the Board of Trustees requested and received such other information from Absolute regarding the Transaction as the Trustees believed was reasonably necessary to understand the Transaction and the potential effects on the Trust and the Fund from the Transaction. The Board of Trustees discussed these matters with Absolute as well as Absolute’s plans for the operation of the Fund after the Transaction. As part of the discussion, Absolute noted that they did not expect any interruption in the Fund’s daily business as a result of the closing of the Transaction and under the New Advisory Agreement. Absolute further noted no changes were anticipated in the portfolio management team or investment approach as a result of the Transaction and that they expected the Fund to continue to be managed using the same investment objective and strategies that have been employed Absolute and St. James.

In determining whether to approve the New Advisory Agreement, the Trustees considered, among other things: (1) the nature, extent and quality of the services to be provided by Absolute; (2) the investment performance of the Fund and Absolute; (3) the cost of the services to be provided and profits to be realized by Absolute and its affiliates from the relationship with the Fund; (4) the extent to which economies of scale would be realized as the Fund grows and whether advisory fee levels reflect these economies of scale for the benefit of the Fund’s investors; (5) brokerage and portfolio transaction policies; (6) possible conflicts of interest; and (7) the likely effects of the Transaction on the Fund and its shareholders. Throughout this process, the Independent Trustees were advised and supported by independent counsel to the Trust who is experienced in investment company and securities law matters. The Trustees recalled their deliberations at their in-person meeting held on November 18 and 19, 2019 and at their special meeting held on January 16, 2020. In addition, the Board of Trustees, including a majority of the Independent Trustees, at the June Board Meeting (held via video conference pursuant to relief granted by the Securities and Exchange Commission to the in person voting requirements under Section 15(c) of the Investment Company Act of 1940), further reviewed and affirmed their prior deliberations at the May Board Meeting. The Board discussed each Gartenberg factor in turn as follows:

(i) The Nature, Extent, and Quality of Services. The Trustees reviewed and considered information regarding the nature, extent, and quality of services that each of Absolute and St. James provide to the Fund, which include, but are not limited to, providing a continuous investment program for the Fund, adhering to the Fund’s investment restrictions, complying with the Trust’s policies and procedures, and voting proxies on behalf of the Fund. The Trustees considered the qualifications and experience of Absolute’s and St. James’ portfolio managers who will continue to be responsible for the day-to-day management of the Fund’s portfolio, as well as the qualifications and experience of the other individuals at each of Absolute and St. James who continue to provide services to the Fund. The Trustees concluded that they are satisfied with the nature, extent, and high quality of investment management services provided by Absolute and St. James to the Fund.

(ii) Fund Performance. The Trustees next reviewed and discussed the Fund’s limited performance for the period ended May 31, 2020. The Trustees observed that the Fund had less than six months of performance to consider and that the period since the Fund launched has coincided with the COVID-19 inspired market decline and volatility. It was the consensus of the Trustees that it was reasonable to conclude that Absolute and St. James have the ability to manage the Fund successfully from a performance standpoint.

(iii) Fee Rate and Profitability. The Trustees noted that the Fund’s management fee is higher than the average for funds in the custom Morningstar category, and a supplemental ETF comparison group. The Trustees noted that the Fund’s net expenses are below the category and peer group averages. The Trustees also considered a profitability analysis prepared by Absolute for its management of the Fund, which indicated that, both before and after the deduction of marketing expenses, Absolute is not expecting to initially earn a profit as a result of managing the Fund. The Trustees also noted that New ELA would be in effect through July 31, 2023.

The Trustees considered other potential benefits that Absolute or St. James may receive in connection with management of the Fund and whether any services provided are duplicative as between adviser and sub-adviser. After considering the above information, the Trustees concluded that the advisory management fee and the sub-advisory fee for the Fund each represent reasonable compensation in light of the nature and quality of services to the Fund, the fees paid by comparable ETFs, and the anticipated profitability for providing services to the Fund.

(iv) Economies of Scale. In determining the reasonableness of the management fee and sub-advisory fee, the Trustees also considered the extent to which Absolute or St. James will realize economies of scale as the Fund grows larger. The Trustees determined that, in light of the size of the Fund, the brief period since launch, and the fact that Absolute is not yet at a level of profitability in managing the Fund, it is premature to reduce the management fee or introduced or that breakpoints in the management fee at this time.

Conclusion

The Board also noted (i) that Absolute represented that the Transaction is not expected to materially affect the Fund’s operations or the level or quality of advisory services provided to the Fund; (ii) that Absolute represented that the same portfolio management personnel who currently provide services to the Fund will continue to do so upon the closing of the Transaction; (iii) the commitment of Absolute to continue to pay or reimburse the Fund for the expenses as provided in the New ELA; (iv) Absolute’s agreement to pay for the Fund’s costs and expenses incurred in connection with the Transaction, including, with limitation, the cost of preparing the Proxy Statement; and (v) that the Fund will be in compliance with the Section 15(f) safe harbor, based upon the Board composition and the representations from Absolute that the Fund is not expected to be subject to any “unfair burden” as a result of the Transaction within the meaning of Section 15(f) under the Investment Company Act.

The Board also determined that the scope, quality, and nature of services to be provided by Absolute and the fees to be paid to Absolute under the New Advisory Agreement will be substantially identical to the services and fees under the Original Advisory Agreement. Following its consideration of all of the foregoing, the Board, including a majority of the Independent Trustees voting separately, unanimously approved the New Advisory Agreement and recommended approval of the New Advisory Agreement by shareholders of the Fund. No single factor was considered in isolation or to be determinative to the decision of the Trustees to approve the New Advisory Agreement and recommend approval to the Fund’s shareholders. Rather, the Trustees concluded, in light of their weighing and balancing of all factors, that approval of the New Advisory Agreement was in the best interests of the Fund and its shareholders.

The Board of Trustees recommends that shareholders of the Fund vote FOR the New Advisory Agreement.

Background. St. James Investment Company, LLC (“St. James”), the Fund’s investment sub-adviser, has provided investment advisory services to the Fund pursuant to an investment sub-advisory agreement that became effective upon the commencement and launch of the Fund on January 21, 2020 (the “Original Sub-Advisory Agreement”) and continued until June 30, 2020. The Original Sub-Advisory Advisory Agreement was approved by shareholders of the Fund on January 17, 2020. The Original Sub-Advisory Agreement was last approved and renewed by the Board of Trustees, including a majority of the members of the Board of Trustees (individually, a “Trustee” and collectively, the “Trustees”) who are not interested persons, as defined in the Investment Company Act 1940 Act, as amended (the “Investment Company Act”), of the Trust (the “Independent Trustees”) at an in-person meeting of the Board of Trustees held on November 18 and 19, 2019 and a continuation meeting held on January 16, 2020.

Termination of the Original Sub-Advisory Agreement. The Original Sub-Advisory Agreement terminated by its terms when the Original Advisory Agreement terminated on June 30, 2020.

Interim Sub-Advisory Agreement. In anticipation of the closing of the Transaction, the Board of Trustees, including a majority of the Independent Trustees, at a meeting of the Board of Trustees (held via teleconference pursuant to relief granted by the Securities and Exchange Commission to the in person voting requirements under Section 15(c) of the Investment Company Act of 1940) on June19, 2020 (the “June Board Meeting”), and after careful consideration, approved an interim sub-advisory agreement between Absolute and St. James (the “Interim Sub-Advisory Agreement”) that became effective on July 1, 2020, following the closing of the Transaction. Pursuant to Rule 15a-4 under the Investment Company Act, the Interim Sub-Advisory Agreement did not require shareholder approval.

In deciding to approve the Interim Advisory Agreement, the Board of Trustees, determined, among other things, that the scope and quality of services to be provided to the Fund under the Interim Sub-Advisory Agreement would be at least equivalent to the scope and quality of services provided under the Original Sub-Advisory Agreement. As required under Rule 15a-4 under the Investment Company Act, the terms and conditions of the Interim Sub-Advisory Agreement are the same as the terms and conditions of the Original Sub-Advisory Agreement, with the following exceptions:

New Sub-Advisory Agreement. Also at the June Board Meeting, the Board of Trustees, including a majority of the Independent Trustees, after careful consideration, approved the New Sub-Advisory Agreement to replace the Interim Sub-Advisory Agreement prior to its termination. Under the Investment Company Act, the New Sub-Advisory Agreement requires shareholder approval in order to become effective.

The terms and conditions of the New Sub-Advisory Agreement are substantially similar to those of the Original Sub-Advisory Agreement and materially differ only with respect to the changes described below:

The terms of the New Sub-Advisory Agreement are also substantially similar to those of the Interim Sub-Advisory Agreement except for the changes described above and the various provisions included in the Interim Sub-Advisory Agreement as required under Rule 15a-4 under the Investment Company Act (as discussed above).

If approved by shareholders of the Fund, Absolute will enter into the New Sub-Advisory Agreement with St. James. Similar to the terms under the Original Sub-Advisory Agreement, the terms of the New Sub-Advisory Agreement provide that St. James, as investment sub-adviser to the Fund, will make decisions with respect to all purchases and sales of securities and other investment assets for that portion of the Fund’s assets that Absolute allocates to the St. James. Under the New Advisory Agreement, Absolute will receive from the Fund an annual fee, computed and accrued daily and paid in arrears monthly, at the rate of 0.30% of the average daily net assets of the Fund, which is the same as the management fee payable under the Original Sub-Advisory Agreement.

The New Sub-Advisory Agreement will become effective immediately upon the approval of the shareholders of the Fund. The New Sub-Advisory Agreement will remain in force for an initial term of two years from the date of shareholder approval, and from year to year thereafter, subject to annual approval by (a) the Board, including a majority of the Independent Trustees, by a vote cast in person at a meeting called for the purpose of voting on the continuance, or (b) a vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act). Similar to the terms under the Original Sub-Advisory Agreement, the New Sub-Advisory Agreement may be terminated, by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by Absolute on 60 days' written notice to St. James or by St. James on 60 days' written notice to the Trust, without the payment of any penalty. The New Advisory Agreement automatically terminates in the event of its assignment, as defined by the Investment Company Act and the rules thereunder.

Similar to the terms under the Original Sub-Advisory Agreement, the New Sub-Advisory Agreement provides that St. James shall not be liable for any error of judgment or for any loss suffered by the Trust or the Fund in connection with the matters to which the agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligation and duties under the New Sub-Advisory Agreement.

The New Sub-Advisory Agreement is attached to this Proxy Statement as Exhibit C. The descriptions of the New Sub-Advisory Agreement set forth in this Proxy Statement are qualified in their entirety by reference to Exhibit C.

In the event the shareholders of the Fund do not approve the New Sub-Advisory Agreement, the Board will consider other options available to the Fund, including, without limitation, seeking another investment sub-adviser or possibly closing the Fund.

Information Concerning St. James. St. James was founded in 1999 and is a Colorado limited liability company having a principal office at 3838 Oak Lawn Avenue, Suite 1414, Dallas, TX 75219. St. James is registered with the U.S. Securities and Exchange Commission. St. James focuses primarily on managing equity portfolios for both individuals and institutions. As of June 1, 2020, St. James had approximately $1.2 billion in assets under management.

Evaluation by the Board of Trustees. At the June Board Meeting, the Board of Trustees requested and received such information from St. James as they deemed necessary to evaluate the approval of the New Sub-Advisory Agreement. The Board of Trustees discussed these matters with St. James as well as St. James’s plans for the advising the Fund under the New Sub-Advisory Agreement. As part of the discussion, St. James noted that they did not expect any interruption in the Fund’s daily business under the New Sub-Advisory Agreement. St. James further noted no changes were anticipated in the portfolio management team or investment approach and that they expected the Fund to continue to be managed using the same investment objective and strategies that have been employed by Absolute and St. James.

In determining whether to approve the New Sub-Advisory Agreement, the Trustees considered, among other things: (1) the nature, extent and quality of the services to be provided by St. James; (2) the investment performance of the Fund and St. James; (3) the cost of the services to be provided and profits to be realized by St. James and its affiliates from the relationship with the Fund; (4) the extent to which economies of scale would be realized as the Fund grows and whether advisory fee levels reflect these economies of scale for the benefit of the Fund’s investors; (5) brokerage and portfolio transaction policies; (6) possible conflicts of interest; and (7) the likely effects of the Transaction on the Fund and its shareholders. Throughout this process, the Independent Trustees were advised and supported by independent counsel to the Trust who is experienced in investment company and securities law matters. The Trustees recalled their deliberations at their in-person meeting held on November 18 and 19, 2019, at their special meeting held on January 16, 2020 and at the May Board Meeting.

(i) The Nature, Extent, and Quality of Services. The Trustees reviewed and considered information regarding the nature, extent, and quality of services that each of Absolute and St. James provide to the Fund, which include, but are not limited to, providing a continuous investment program for the Fund, adhering to the Fund’s investment restrictions, complying with the Trust’s policies and procedures, and voting proxies on behalf of the Fund. The Trustees considered the qualifications and experience of Absolute’s and St. James’ portfolio managers who will continue to be responsible for the day-to-day management of the Fund’s portfolio, as well as the qualifications and experience of the other individuals at each of Absolute and St. James who continue to provide services to the Fund. The Trustees concluded that they are satisfied with the nature, extent, and high quality of investment management services provided by Absolute and St. James to the Fund.

(ii) Fund Performance. The Trustees next reviewed and discussed the Fund’s limited performance for the period ended May 31, 2020. The Trustees observed that the Fund had less than six months of performance to consider and that the period since the Fund launched has coincided with the COVID-19 inspired market decline and volatility. It was the consensus of the Trustees that it was reasonable to conclude that Absolute and St. James have the ability to manage the Fund successfully from a performance standpoint.

(iii) Fee Rate and Profitability. The Trustees noted that the Fund’s management fee is higher than the average for funds in the custom Morningstar category, and a supplemental ETF comparison group. The Trustees noted that the Fund’s net expenses are below the category and peer group averages. The Trustees also considered a profitability analysis prepared by Absolute for its management of the Fund, which indicated that, both before and after the deduction of marketing expenses, Absolute is not expecting to initially earn a profit as a result of managing the Fund. The Trustees also noted that New ELA would be in effect through July 31, 2023.

The Trustees considered other potential benefits that Absolute or St. James may receive in connection with management of the Fund and whether any services provided are duplicative as between adviser and sub-adviser. After considering the above information, the Trustees concluded that the advisory management fee and the sub-advisory fee for the Fund each represent reasonable compensation in light of the nature and quality of services to the Fund, the fees paid by comparable ETFs, and the anticipated profitability for providing services to the Fund.

(iv) Economies of Scale. In determining the reasonableness of the management fee and sub-advisory fee, the Trustees also considered the extent to which Absolute or St. James will realize economies of scale as the Fund grows larger. The Trustees determined that, in light of the size of the Fund, the brief period since launch, and the fact that Absolute is not yet at a level of profitability in managing the Fund, it is premature to reduce the management fee or introduced or that breakpoints in the management fee at this time.

Conclusion

The Board also determined that the scope, quality, and nature of services to be provided by St. James and the fees to be paid to St. James under the New Sub-Advisory Agreement will be substantially identical to the services and fees under the Original Sub-Advisory Agreement. Following its consideration of all of the foregoing, the Board, including a majority of the Independent Trustees voting separately, unanimously approved the New Advisory Agreement and recommended approval of the New Sub-Advisory Agreement by shareholders of the Fund. No single factor was considered in isolation or to be determinative to the decision of the Trustees to approve the New Sub-Advisory Agreement and recommend approval to the Fund’s shareholders. Rather, the Trustees concluded, in light of their weighing and balancing of all factors, that approval of the New Sub-Advisory Agreement was in the best interests of the Fund and its shareholders.

The Board of Trustees recommends that shareholders of the Fund vote FOR the New Sub-Advisory Agreement.

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

OUTSTANDING SHARES AND VOTING REQUIREMENTS

Record Date. The Board of Trustees has fixed the close of business on July 16, 2020 (the “Record Date”) as the record date for the determination of shareholders of the Fund entitled to notice of and to vote at the Meeting or any adjournment thereof. As of the Record Date, there were 1,300,000 shares of beneficial interest of the Fund outstanding. All full shares of the Fund are entitled to one vote, with proportionate voting for fractional shares.

Quorum and Required Vote. A quorum is the number of shares legally required to be at a meeting in order to conduct business. The presence, in person or by proxy, at the Special Meeting, if holders of more than 50% of the outstanding shares are present or represented by proxy at the Special Meeting; or (ii) more than 50% of the total number of outstanding shares of the Fund.

You may attend the Special Meeting and vote in person or you can vote your shares by completing and signing the enclosed proxy card(s) and mailing it in the enclosed postage-paid envelope. You may also vote by touch-tone telephone by calling the toll-free number printed on your proxy card(s) and following the recorded instructions.

If you simply sign and date the proxy card, but do not indicate a specific vote for a proposal, your shares will be votedFOR the proposal and to grant discretionary authority to the persons named as proxies in the card as to any other matters that properly come before the Special Meeting.

Shareholders who execute proxies may revoke them at any time before they are voted by (1) filing with the Fund a written notice of revocation, (2) timely voting a proxy bearing a later date or (3) by attending the Special Meeting and voting in person.

The Trust and the Funds are not required, and do not intend, to hold regular annual meetings of shareholders. If the Reorganization is not approved with respect to a Fund, and the Fund is necessary to constitute a quorum at the Meeting (although any lesser number shall be sufficient for adjournments). Proxies properly executed and marked with a negative vote or an abstention will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business. If the Meeting is called to order but a quorum is not dissolved, then shareholders wishing to submit proposals for consideration for inclusion inpresent at the Fund’s proxy statement for any future meeting of shareholders should send their written proposals to theSecretary of Unified Series Trust, c/o Huntington Asset Services, Inc., 2960 North Meridian Street, Suite 300, Indianapolis, Indiana 46208, so they are received within a reasonable time before any such meeting. No business other than the Proposal is expected to come before the Special Meeting. If any other matters arise requiring a vote of shareholders, including any question as to an adjournment or postponement of the Special Meeting, the persons named as proxies on the enclosed proxy card willmay vote on such matters according to his or her best judgment in the interests of the Fund.

There normally will be no meeting of shareholders for the New Funds for the purpose of electing Trustees of the New Trust unless and until such time as less than a majority of the Trustees holding officethose proxies that have been elected byreceived to adjourn the shareholders, at which time the Trustees then in office will call a shareholders’ meeting for the election of Trustees. If the Reorganization is approved with respectMeeting to a New Fund, shareholders of that New Fund wishing to submit proposals for inclusion in the Proxy Statement for any subsequent shareholder meeting of the New Fund should send their written submissions to the principal executive offices of the New Trust atValued Advisers Trust, c/o Huntington Asset Services, Inc., 2960 North Meridian Street, Suite 300, Indianapolis, Indiana 46208. Shareholder proposals must meet certain requirements and there is no guarantee that any proposal will be presented at a shareholders’ meeting.

15

Adjournments

It is important that we receive your signed proxy card to ensure that there is a quorum for the Special Meeting.later date. If we do not receive your vote, you may be contacted by a representative of AST Fund Solutions, who will remind you to vote your shares and help you return your proxy. In the event a quorum is present at the Special Meeting but sufficient votes to approve the Proposala proposal described herein are not received, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies.

Any such adjournment will require the affirmative vote of a majority of those shares represented at the Special Meeting in person or by proxyproxy. The persons named as proxies will vote those proxies received that voted in favor of a proposal in favor of such an adjournment and entitled towill vote those proxies received that voted against the proposal against any such adjournment.

If a quorum (more than 50% of the outstanding shares of the Fund) is present at the Special Meeting.

EffectMeeting, the affirmative vote of Abstentions and Broker “Non-Votes”

All proxies voted, including abstentions and broker non-votes (shares held by brokers or nominees wherea majority of the underlying holder has not voted andoutstanding shares of the broker does not have discretionary authority to vote the shares), will be counted toward establishing a quorum. In addition, under the rulesFund is required for approval of the New York Stock Exchange,Advisory Agreement with respect to the Fund (Proposal 1), and for approval of the New Sub-Advisory Agreement with respect to the Fund (Proposal 2). The vote of a majority of the outstanding shares means the vote of the lesser of (1) 67% or more of the shares present or represented by proxy at the Meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (2) more than 50% of the outstanding shares.

Abstentions and “broker non-votes” are counted for purposes of determining whether a broker hasquorum is present but do not represent votes cast with respect to a proposal. “Broker non-votes” are shares held by a broker-dealer or nominee for which an executed proxy is received by the Trust, but are not voted as to one or more proposals because instructions have not been received from the beneficial owners or persons entitled to vote and the proposal to be voted upon may “affect substantially” a shareholder’s rightsbroker or privileges, the broker maynominee does not vote the shares as to that proposal even if it hashave discretionary voting power. As a result, these shares alsoNotwithstanding the foregoing, “broker non-votes” will be treated as broker non-votes for purposes of proposals that may “affect substantially” a shareholder’s rights or privileges (but will not be treated as broker non-votes for other proposals, including adjournmentexcluded from the denominator of the Special Meeting).

Abstentions and broker non-votes will be treated as shares voted against a proposal. Treating broker non-votes as votes against a proposal can have the effectcalculation of causing shareholders who choose not to participate in the proxy vote to prevail over shareholders who cast votes or provide voting instructions to their brokers or nominees. In order to prevent this result, the Funds may request that selected brokers or nominees refrain from returning proxies on behalf of shares for which voting instructions have not been received from beneficial owners or persons entitled to vote. The Funds also may request that selected brokers or nominees return proxies on behalf of shares for which voting instructions have not been received if doing so is necessary to obtain a quorum. Abstentions and broker non-votes will not be voted “FOR” or “AGAINST” any adjournment.

Notice to Banks, Broker-Dealers and Voting Trustees and Their Nominees

Banks, broker-dealers, voting trustees and their nominees should advise the Trust, in care ofHuntington Asset Services, Inc., 2960 North Meridian Street, Suite 300, Indianapolis, Indiana 46208, whether other persons are beneficial owners of shares held in their names for which proxies are being solicited and, if so, the number of copiesvotes required to approve any proposal to adjourn the Meeting. Accordingly, abstentions and “broker non-votes” will effectively be a vote against the proposal, for which the required vote is a percentage of the Proxy Statement they wish to receive in order to supply copies to the beneficial owners of the respective shares.

Householding

As permitted by law, only one copy of this Proxy Statement is being delivered to shareholders residing at the same address, unless such shareholdersoutstanding voting shares and will have notified the Trust of their desire to receive multiple copies of the reports and proxy statements the Trust sends. If you would like to receive an additional copy, please contact the Funds by writing toc/o Huntington Asset Services, Inc., 2960 North Meridian Street, Suite 300, Indianapolis, Indiana 46208 or by calling(877) 764-3863. The Funds will then promptly deliverno effect on a separate copy of the Proxy Statement to any shareholder residing at an address to which only one copy was mailed. Shareholders wishing to receive separate copies of the Trust’s reports and proxy statements in the future, and shareholders sharing an address that wish to receive a single copy if they are receiving multiple copies, should also direct requests as indicated.

16

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

To the best knowledgeThe Trustees of the Trust except as listed below, there were nointend to vote all of their shares in favor of the proposals described herein. On the Record Date, all Trustees orand officers of the Trust as a group owned of record or otherbeneficially 0% of the outstanding shares of the Fund.

5% Shareholders. As of the Record Date, the following shareholders who were the beneficial ownersowned of record more than 5% of the outstanding shares of abeneficial interest of the Fund. No other person owned of record and, according to information available to the Trust, no other person owned beneficially, 5% or more of the outstanding shares of the Fund on the Record Date. As of the Record Date, the Trust knows of no other person (including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that beneficially owns more than 5% of the outstanding shares of a Fund, other than as set forth below in the following tables.

SMI Fund

ADDITIONAL INFORMATION ON THE OPERATION OF THE FUND

Trust and Fund. The address of the Trust and the Fund is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

Investment Advisor. Absolute serves as the investment adviser to the Fund under the Interim Advisory Agreement. The address of Absolute is 4 North Street, Suite 2, Hingham, MA 02043.

The following list includes the name, address and principal occupation of the principal executive officer and each director of Absolute:

The address for each of the aforementioned persons is 4 North Street, Suite 2, Hingham, MA 02043.

Investment Sub-Adviser.  St. James serves as the investment sub-adviser to the Fund under the Interim Sub-Advisory Agreement.  The address of St. James is 3838 Oak Lawn Avenue, Suite 1414, Dallas, TX 75219.

The following list includes the name, address and principal occupation of the principal executive officer and each director of St. James:

The address for each of the aforementioned persons is 3838 Oak Lawn Avenue, Suite 1414, Dallas, TX 75219.

Principal Underwriter. Northern Lights Distributors, LLC (the “Underwriter”) serves as the Fund’s principal underwriter and, as such, is the exclusive agent for distribution of the Fund’s shares. The Underwriter is located at 17605 Wright Street, Omaha, Nebraska 68130.

Administration and Other Services. Ultimus Fund Solutions, LLC (“Ultimus”) provides administrative services and accounting and pricing services to the Fund. Ultimus is located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

Transfer Agent Services. Brown Brothers Harriman & Co. (“BBH”) provides transfer agent and shareholder services to the Fund. BBH is located at 50 Post Office Square, Boston, Massachusetts 02110.

Annual and Semiannual Reports. The Fund will furnish, without charge, a copy of its most recent Annual Report and most recent Semi-Annual Report succeeding such Annual Report, if any, upon request. To request the Annual or Semi-Annual Report, please call Absolute toll free at 1-833-CORE ETF (267-3383). The Fund’s Annual and Semi-Annual Reports are available for download at www.absoluteadvisers.com.

OTHER MATTERS

Shareholder Proposals. As an Ohio business trust, the Trust does not intend to, and is not required to hold annual meetings of shareholders, except under certain limited circumstances. The Board of Trustees does not believe a formal process for shareholders to send communications to the Board of Trustees is appropriate due to the infrequency of shareholder communications to the Board of Trustees. The Trust has not received any shareholder proposals to be considered for presentation at the Meeting. Under the proxy rules of the Securities and Exchange Commission, 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 fact that the Trust receives a shareholder proposal in a timely manner does not ensure its inclusion in its proxy materials, because there are other requirements in the proxy rules relating to such inclusion. Annual meetings of shareholders of the Fund are not required unless there is a particular requirement under the Investment Company Act that must be met by convening such a shareholder meeting. Any shareholder proposal should be sent to Unified Series Trust, Attn: Secretary of the Trust, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

Shareholder Communications with Trustees. Shareholders who wish to communicate with the Board or individual Trustees should write to the Board or the particular Trustee in care of the Fund at the offices of the Trust as set forth below. All communications will be forwarded directly to the Board or the individual Trustee.

Shareholders also have an opportunity to communicate with the Board at the shareholder meetings. The Trust does not have a policy requiring Trustees to attend shareholder meetings.

Proxy Delivery. The Trust may only send one proxy statement to shareholders who share the same address unless the Trust has received different instructions from one or more of the shareholders. The Fund will deliver promptly to a shareholder, upon oral or written request, a separate copy of the proxy statement to a shared address to which a single copy of this Proxy was delivered. To request a copy of the proxy statement at no charge, write to Okapi Partners LLC, 1212 Avenue of the Americas, 24^th Floor, New York, NY 10035 or call toll-free at 855-305-0855.

Balanced Fund

Date: July 27, 2020

Please complete, date and sign the enclosed Proxy and return it promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. You may also vote by telephone or through the Internet by following the instructions on your proxy card.

EXHIBIT A: FORM OF NEW ADVISORY AGREEMENT

MANAGEMENT AGREEMENT

4 North Street, Suite 2

Hingham, MA 02043

Dear Gentlemen:

Unified Series Trust (the “Trust”) herewith confirms our agreement with you effective September 14, 2020.

The Trust has been organized to engage in the business of a registered open-end investment company. The Trust currently offers several series of shares to investors, one of which is the Absolute ETF (the "Fund").

You have been selected to act as the sole investment adviser of the Fund and to provide certain other services, as more fully set forth below, and you are willing to act as such investment adviser and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Trust agrees with you as set forth below.

National Financial Services Corp.

200 Liberty St.

World Financial Center

New York, NY 10281

Shareholders owning more than 25%

You will regularly provide the Fund with such investment advice as you in your discretion deem advisable and will furnish a continuous investment program for the Fund consistent with the Fund's investment objectives and policies as set forth in its then current Prospectus and Statement of Additional Information. You will determine the securities to be purchased for the Fund, the portfolio securities to be held or sold by the Fund and the portion of the shares of a Fund are consideredFund's assets to “control” the Fund, as that term is defined under the 1940 Act. Persons controlling a Fund can determine the outcome of any proposal submittedbe held uninvested, subject always to the shareholdersFund's investment objectives, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees for approval. As a group, the TrusteesTrust (the "Board") may from time to time establish. You will advise and assist the officers of the Trust owned less than 1%in taking such steps as are necessary or appropriate to carry out the decisions of the outstanding shares of each Fund asBoard and committees of the Record Date. AsBoard regarding the conduct of the business of the Fund. You also will be responsible for voting proxies with respect to securities held by the Fund and reporting the Fund's proxy voting record to the Fund's administrator in the form required by the Securities and Exchange Commission ("SEC") or its staff on Form N-PX.

You may delegate any or all of the responsibilities, rights or duties described in this Agreement, with respect to all or a result,portion of the Fund, to one or more sub-advisers who shall enter into agreements with you; provided that each sub-adviser and your agreement with such sub-adviser are approved by the Board including a majority of the Trustees and officers as a groupwho are not deemed to controlinterested persons of you , the Funds.

OTHER BUSINESS

The Board of Trusteessub-adviser or of the Trust, knows of no business to be brought before thecast in person at a meeting other than the matters set forth in this Proxy Statement. Should any other matter requiring a vote of the shareholders of the Funds arise, however, the proxies will vote thereon according to their best judgment in the interests of the Funds and the shareholders of the Funds.

17

AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION

THIS AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION (“Agreement”) is made as of             , 2012, among VALUED ADVISERS TRUST, a Delaware statutory trust, with its principal place of business at 2960 N. Meridian St., Suite 300, Indianapolis, Indiana 46208 (“New Trust”), on behalf of the segregated portfolios of assets (each a “series”) thereof listed under the heading “New Fund” on Schedule A attached hereto (“Schedule A”) (each a “New Fund”), and UNIFIED SERIES TRUST, an Ohio business trust, with its principal place of business at 2960 N. Meridian St., Suite 300, Indianapolis, IN 46208 (“Old Trust”), on behalf of the series thereof listed under the heading “Existing Fund” on Schedule A (each an “Existing Fund”), and solely with respect to paragraph 6, Huntington Asset Services, Inc. (“HASI”) (each of the New Trust and Old Trust is sometimes referred to herein, each as an “Investment Company” and collectively, as “Investment Companies,” and the New Funds and Existing Funds are sometimes referred to herein, collectively, as the “Funds.”) Notwithstanding anything to the contrary contained herein, (1) the agreements, covenants, representations, warranties, actions, and obligations of and by the Funds, and of and by each Investment Company, as applicable, on its behalf, shall be the agreements, covenants, representations, warranties, actions, and obligations of that Fund only, (2) all rights and benefits created hereunder in favor of a Fund shall inure to and be enforceable by each Investment Company of which that Fund is a series on that Fund’s behalf, and (3) in no event shall any other series of an Investment Company (including the other Fund thereof) or the assets thereof be held liable with respect to the breach or other default by an obligated Fund or Investment Company of its agreements, covenants, representations, warranties, actions, and obligations set forth herein.

Each Fund wishes to effect a single reorganization described in section 368(a) of the Internal Revenue Code of 1986, as amended (“Code”) (all “section” references are to the Code, unless otherwise noted), and intends this Agreement to be, and adopts it as, a “plan of reorganization” within the meaning of the regulations under the Code (“Regulations”). The reorganization will involve each Existing Fund changing its identity — by converting from a series of the Old Trust to a series of the New Trust — by (1) transferring all of its assets to the New Fund listed on Schedule A opposite its name (“corresponding New Fund”) (which is being established solelycalled for the purpose of acquiring those assetsvoting on such approval and continuing the Existing Fund’s business) in exchange solely for voting shares of beneficial interest (“shares”) in the New Fund and the New Fund’s assumption of all(unless exempted by an applicable order of the Existing Fund’s liabilities, (2) distributing those sharespro rata to the Existing Fund’s shareholders in exchange for their shares therein and in complete liquidation thereof, and (3) terminating the Existing Fund, all on the terms and conditions set forth herein (all the foregoing transactions involving the Existing Fund andSEC or its corresponding New Fund being referred to herein collectively as a “Reorganization”).

Each Investment Company’s board of trustees (“Board”) including a majority of its members who are not “interested persons” (as that term is defined instaff issued under the Investment Company Act of 1940, as amended (“1940 Act”(the “1940 Act”)) (“Non-Interested Persons”)by a vote of the Investment Company, (1) hasholders of a majority of the outstanding voting securities of the Fund. Any such delegation shall not relieve you from any liability hereunder.

You will pay the compensation and expenses of any persons rendering any services to the Fund who are officers, directors, equity owners or employees of your company and will make available, without expense to the Fund, the services of such of your employees as may duly adoptedbe elected officers or trustees of the Trust, subject to their individual consent to serve and approved this Agreementto any limitations imposed by law. The compensation and expenses of any officers, trustees and employees of the Trust who are not officers, directors, equity owners or employees of your company will be paid by the Fund. You will pay all expenses incurred by the Trust prior to commencement of operations of the Fund in connection with the organization of the Fund and the transactions contemplated hereby, (2) has duly authorized performance thereof on its Fund’s behalf by all necessary Board action, and (3) has determined that participationcosts of obtaining the initial registration of Fund shares with the SEC pursuant to a post-effective amendment to the Trust's registration under the 1940 Act. You also will bear any expenses incurred in connection with voting proxies with respect to securities held in the Reorganization isFund's portfolio.

The Fund will be responsible for the payment of all operating expenses of the Fund, including fees and expenses incurred by the Fund in connection with membership in investment company organizations; brokerage fees and commissions; its allocable share of the fees and expenses of legal counsel to the Trust and legal counsel to the independent Trustees, fees and expenses of the Trust's independent public accountants; expenses of registering Fund shares under federal and state securities laws; insurance expenses; taxes or governmental fees; borrowing costs (such as interest and dividend expenses on securities sold short); fees and expenses of the custodian, transfer agent, shareholder services agent, dividend disbursing agent, plan agent, administrator, accounting and pricing services agent of the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Fund; the fees and expenses of officers and trustees of the Trust who are not affiliated with you; 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 the Fund's shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders' meetings and proxy solicitations; such extraordinary or non-recurring expenses as may arise, including any Legal Action (defined below) to which the Trust may be a party or to which it may otherwise be subject and indemnification for the Trust's officers and Trustees with respect thereto; or any other expense not specifically described above incurred in the best interests of each Fund that is a series thereof and, in the case of each Existing Fund, that the interestsperformance of the existing shareholders thereofFund's obligations. All other expenses not assumed by you and incurred by the Fund in connection with its operations will be borne by the Fund. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-l under the 1940 Act.

You may obtain reimbursement from the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which the Fund is obligated to pay, and such reimbursement shall not be dilutedconsidered to be part of your compensation pursuant to this Agreement.

The following provision shall not apply to the extent that a Legal Action (defined below) is brought as a result of the Reorganization.negligence, willful misfeasance or fraud of a service provider to the Fund other than you, as determined by the Board in its reasonable discretion. In the event that the Fund is subject to an examination, inquiry or administrative action by the SEC staff or other federal or state regulator or self-regulatory organization, or if the Fund becomes the subject of any complaint, lawsuit or subpoena by any regulator, shareholder of the Fund or other party (collectively, ''Legal Action''), you agree that any expense or cost incurred as a result of the Legal Action (including settlement costs) and not paid by the Fund as required above shall be paid directly by you. Expenses may include, but are not limited to, legal expenses; out-of-pocket expenses and normal hourly fees of the Trust's administrator, fund accountant, transfer agent, distributor, or auditor; standard fees related to meetings of the Board; out-of-pocket expenses and normal hourly fees of the Trust's Chief Compliance Officer; and any other expenses incurred as reasonably necessary, as determined by the Board, in order to respond to or comply with any Legal Action. If not paid by the Fund as required above, you agree to pay or reimburse such expenses promptly upon receipt of an invoice outlining each expense. This provision shall survive termination of this Agreement.

Each Existing Fund currently offers one classFor all of shares (“Existing Fund Shares”). Each Newthe services to be rendered and payments to be made as provided in this Agreement, as of the last business day of each month, the Fund will havepay you a fee at the same classannual rate of shares (“New Fund Shares”). The rights, powers, privileges, and obligations of New Fund Shares will be substantially similar to those0.85% of the Existing Fund Shares.

1

In considerationThe average value of the mutual promises contained herein,daily net assets of the Investment CompaniesFund shall be determined pursuant to the applicable provisions of the Trust's Declaration of Trust or a resolution of the Board, if required. If, pursuant to such provisions, the determination of net asset value of the Fund is suspended for any particular business day, then for the purposes of this paragraph, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the business day, or as of such other time as the value of the Fund's net assets may lawfully be determined, on that day. If the determination of the net asset value of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month).

You agree that the Board of Trustees may suspend the payment of the advisory fee set forth above if you fail to follow directions of the Board as follows:communicated to you in writing on behalf of the Board by its agents or the Trust's administrator, and that such suspension may continue until such time as you reasonably comply with such directions.

1.1

In connection with purchases or sales of portfolio securities for the account of the Fund, it is understood that you will arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund with brokers or dealers selected by you, subject to review of this selection by the Board from time to time. You will be responsible for providing trade tickets on a timely basis to Ultimus Fund Solutions, LLC, the Trust's administrator, following the execution of trade orders. You agree to comply with the Trust's Valuation Procedures, as adopted by the Board and amended from time to time, in determining the fair value of securities held in the Fund's portfolio as required by the Valuation Procedures from time to time.

You will be responsible for the negotiation and the allocation of principal trades and portfolio brokerage. In the selection of brokers or dealers and placing of orders, you are directed at all times to seek for the Fund the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer.

You should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received. In seeking best qualitative execution, you are authorized to select brokers or dealers who also provide brokerage and research services to the Fund and the other accounts over which you exercise investment discretion to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and applicable SEC guidance. You are authorized to pay a broker or dealer who provides such eligible brokerage and research services a commission for executing a Fund portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction; provided that you determine that the research or brokerage service meets the statutory definition, that the eligible product or service actually provides lawful and appropriate assistance in the performance of your investment decision-making responsibilities; and that the amount of commissions paid by the Fund is reasonable in light of the value of products or services received. The determination may be viewed in terms of either a particular transaction or your overall responsibilities with respect to the Fund and to accounts over which you exercise investment discretion. The Board shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable.

You may place portfolio transactions with brokers or dealers that promote or sell the Fund's shares so long as such placements are made pursuant to policies approved by the Board that are designed to ensure that the selection is based on the quality of the broker's execution and not on its sales efforts.

Subject to the requisite approvalprovisions of each Existing Fund’s shareholdersthe 1940 Act, and other applicable law, you, any of your affiliates or any affiliate of your affiliates may retain compensation in connection with effecting the termsFund's portfolio transactions, including transactions effected through others. If any occasion should arise in which you give any advice to clients of yours concerning shares of the Fund, you will act solely as investment adviser for such client and conditions set forth herein, each Existing Fund shall assign, sell, convey, transfer, and deliver allnot in any way on behalf of its assets described in paragraph 1.2 (“Assets”)the Fund. Your services to the corresponding New Fund. In exchange therefor,Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and other services to others, including other registered investment companies.

You may rely on information reasonably believed by you to be accurate and reliable. Except as may otherwise be required by the New Fund shall:

(a) issue1940 Act or the rules thereunder, neither you nor your shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error of judgment, mistake of law, any act or omission connected with or arising out of any services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or negligence on the part of any such persons in the performance of your duties under this Agreement, or by reason of reckless disregard by any of such persons of your obligations and deliverduties under this Agreement.

Any person, even though also a director, officer, employee, member, shareholder or agent of you, who may be or become an officer, director, Trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Existing Fund the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the third decimal place) New Fund Shares equal to the number of full and fractional Existing Fund Shares then outstanding, and

(b) assume allTrust or acting on any business of the Existing Fund’s liabilitiesTrust (other than services or business in connection with your duties hereunder), to be rendering such services to or acting solely for the Trust and not as set forth in paragraph 1.3 (“Liabilities”).a director, officer, employee, member, shareholder or agent of you, or one under your control or direction, even though paid by you.

Those transactions

This Agreement shall take place ateffect on theClosing date hereof, and shall remain in force for a period of two (2) years from such date, and from year to year thereafter, subject to annual approval by: (i) the Board; or (ii) a vote of a “majority of the outstanding voting securities” of the Fund (as defined in paragraph 2.1).

1.2 The Assetsthe 1940 Act); provided that in either event continuance is also approved by a majority of each Existing Fund shall consist of all assets and property of every kind and nature — including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, and books and records — the Existing Fund owns at theEffective TimeTrustees who are not “interested persons” (as defined in paragraph 2.1) and any deferred and prepaid expenses shown as assets on the Existing Fund’s books1940 Act) of you or the Trust, by a vote cast in person at that time; anda meeting called for the Existing Fund has no unamortized or unpaid organizational fees or expenses that have not previously been disclosed in writing topurpose of voting such approval.

If the New Trust.

1.3 Each New Fund shall assume allshareholders of the Liabilities of its corresponding Existing Fund whether accrued or contingent, known or unknown, existing at the Effective Time whether or not they are reflected on the Statement of Assets and Liabilities, excludingReorganization Expenses (as defined in paragraph 3.3(f)) which arefail to be borne by HASI pursuant to paragraph 6. The Liabilities of each Existing Fund shall include amounts subject to recoupment by the Funds’ investment adviser under each Fund’s expense limitation agreement. Notwithstanding the foregoing, each Existing Fund will endeavor to discharge all its known liabilities, debts, obligations, and duties before the Effective Time (other thanapprove this Agreement and certain investment contracts, including options, futures, forward contracts, and swap agreements).

1.4 Atin the manner set forth above, upon request of the Board, you will continue to serve or before the Closing, each New Fund shall redeem theInitial Shares(as definedact in paragraph 5.7)such capacity for the amount at which they are issued pursuantFund for a period of time not to that paragraph. Atexceed one hundred fifty (150) days from the Effective Time (or as soon thereafter as is reasonably practicable), each Existing Fund shall distribute all the New Fund Shares it receives pursuant to paragraph 1.1(a) to its shareholders of record determined at the Effective Time (each, a “Shareholder”), in proportion to their Existing Fund Shares then held of record and in constructive exchange therefor, and shall completely liquidate. That distribution shall be accomplished by the New Trust’s transfer agent’s opening accounts on each New Fund’s shareholder records in the Shareholders’ names and transferring those New Fund Shares thereto. Pursuant to that transfer, each Shareholder’s account shall be credited with the number of full and fractional New Fund Shares equal to the number of full and fractional Existing Fund Shares that Shareholder holds at the Effective Time. The aggregate net asset value (“NAV”) of New Fund Shares to be so credited to each Shareholder’s account shall equal the aggregate NAVeffective date of the Existing Fund Sharestermination of this Agreement; provided that Shareholder holds at the Effective Time. All issued and outstanding Existing Fund Shares, including any represented by certificates, shall simultaneously be canceled on the Existing Fund’s shareholder records. The New Trust shall not issue certificates representing the New Fund Shares issued in connection with the Reorganization.

1.5 Any transfer taxes payable on the issuance and transfer of the New Fund Shares in a name other than that of the registered holder on the Existing Fund’s shareholder records of the Existing Fund Shares actually or constructively exchanged therefor shallcompensation to be paid by the transferee thereof, as a conditionFund to you for your services to and payments on behalf of that issuancethe Fund will be equal to the lesser of your actual costs incurred in furnishing such services and transfer.

2This Agreement may, on 60 days' written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined in the 1940 Act).

1.6 Any reporting responsibility

The Trust and you acknowledge that all rights to the name “Absolute” belongs to you, and that the Trust is being granted a limited license to use such word in its Fund name or in any class name. In the event you cease to be the adviser to the Fund, the Trust's right to use the name “Absolute” shall automatically cease on the 90th day following the termination of an Existing Fundthis Agreement. The right to a public authority, includinguse the responsibility for filing regulatory reports, tax returns, and other documents withname may also be withdrawn by you during the Securities and Exchange Commission (“Commission”),term of this Agreement upon 90 days' written notice by you to the Trust. Nothing contained herein shall impair or diminish in any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility uprespect, your right to and includinguse the date on which it is terminated.

1.7 Aftername “Absolute” in the Effective Time, each Existing Fund shall not conduct any business exceptname of, or in connection with, its termination. As soon as reasonably practicable after distributionany other business enterprises with which you are or may become associated. There is no charge to the Trust for the right to use this name.

No provision of this Agreement may be changed, waived, discharged or terminated orally, and no amendment to this Agreement shall be effective until approved by the Board, including a majority of the New Fund Shares pursuant to paragraph 1.4, but in all events within six months after the Effective Time, each Existing Fund shall be terminated as a seriesTrustees who are not interested persons of you or of the Old Trust.Trust, cast in person at a meeting called for the purpose of voting on such approval, and (if required under interpretations of the 1940 Act by the SEC or its staff) by vote of the holders of a majority of the outstanding voting securities of the series to which the amendment relates.

2.1 Unless

The term "Trustees" means and refers to the Investment Companies agree otherwise, all acts necessaryTrust's trustees from time to consummatetime serving under the Reorganization (“Closing”)Trust's Declaration of Trust as 1he same may be amended from time to time. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but bind only the trust property of the Trust, as provided in the Trust's Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees and shareholders of the Fund and signed by officers of the Trust, acting as such, and neither such authorization by such Trustees and shareholders nor such execution and delivery by such officers shall be deemed to take place simultaneously ashave been made by any of immediately afterthem individually or to impose any liability on any of them personally, but shall bind only the close of business (4:00 p.m., Eastern Time) on or after             , 2013 (“Effective Time”). The Closing shall be held at the New Trust’s offices or at such other place as to which the Investment Companies agree.

2.2 The Old Trust shall cause the custodian of each Existing Fund’s assets (“Old Custodian”) (a) to make each Existing Fund’s portfolio securities available to the New Trust (or to its custodian (“New Custodian”), if the New Trust so directs), for examination, no later than five business days preceding the Effective Time and (b) to transfer and deliver the Assets at the Effective Time to the New Custodian for the applicable New Fund’s account, as follows: (1) duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the 1940 Act) in which the Existing Fund’s assets are deposited, in the casetrust property of the Existing Fund’s portfolio securities and instruments deposited with those depositories, and (3) by wire transferTrust as provided in its Declaration of federal funds in the case of cash. The Old Trust shall also direct the Old Custodian to deliver at the Closing an authorized officer’s certificate (a) stating that pursuant to proper instructions provided to the Old Custodian by the Old Trust, the Old Custodian has delivered all of each Existing Fund’s portfolio securities, cash, and other Assets to the New Custodian for the applicable New Fund’s account and (b) attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets. The New Custodian shall certify to the New Trust that such information, as reflected on each New Fund’s books immediately after the Effective Time, does or will conform to that information as so certified by the Old Custodian.

2.3 With respect to each Existing Fund, the Old Trust shall deliver, or shall direct its transfer agent to deliver, to the New Trust at the Closing an authorized officer’s certificate listing the Shareholders’ names and addresses together with the number of full and fractional outstanding Existing Fund Shares each such Shareholder owns, at the Effective Time, certified by the Old Trust’s Secretary or Assistant Secretary or by its transfer agent, as applicable. The New Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing an authorized officer’s certificate as to the opening of accounts on each New Fund’s shareholder records in the namesTrust. A copy of the listed Shareholders and a confirmation, or other evidence satisfactory to the Old Trust, that the New Fund Shares to be credited to the Existing Fund at the Effective Time have been credited to the applicable Existing Fund’s account on those records.

2.4 The Old Trust shall deliver to the New Trust and to SMI Advisory Services, LLC within five days before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares that is being carried on each Existing Fund’s books at an estimated fair market value provided by an authorized pricing vendor for the Existing Fund.

2.5 At the Closing, each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel

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reasonably requests and (b) a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

3.1 The Old Trust, on each Existing Fund’s behalf, represents and warrants to the New Trust, on each New Fund’s behalf, as follows:

(a) The Old Trust (1) is a trust operating under a written instrument or declaration of trust, the beneficial interest in which is divided into transferable shares (“Business Trust”), that is duly created, validly existing, and in good standing under the laws of the state of Ohio (“Ohio”), and its Agreement and Declaration of Trust dated October 14, 2002 (“Old Trust Declaration”) is on file with the Secretary of the State of Ohio, (2)Ohio.

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

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

(b) For the purpose of this Agreement, the terms “majority of the outstanding voting securities,” “control,” “assignment” and “interested person” shall have their respective meanings as defined in the 1940 Act and rules and regulations thereunder, subject, however, to such exemptions as may be granted by the SEC under the 1940 Act as an open-end management investment company, and its registration with the Commission as an investment company underAct.

(c) 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 is in full force and effect, and (3) hasshall be resolved by reference to such term or provision of the power to own all its properties and assets1940 Act and to carry oninterpretation thereof; if any, by the United States courts or in the absence of any controlling decision of any such court, by the SEC or its business as described in its current registration statement on Form N-1A;

(b) The Existing Fund isstaff. In addition, where the effect of a duly established and designated seriesrequirement of the Old Trust;

(c) The execution, delivery, and performance1940 Act, reflected in any provision of this Agreement, have been duly authorized at the date hereofis revised by all necessary action on the partrule, regulation, order or interpretation of the Old Trust’s Board; and this Agreement constitutes a valid and legally binding obligation of the Old Trust, with respectSEC or its staff, such provision shall be deemed to the Existing Fund, enforceable in accordance with its terms, subject toincorporate the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium,such rule, regulation, order or interpretation.

Any notices under this Agreement shall be in writing, addressed and other laws affecting the rights and remedies of creditors generally and general principles of equity;

(d) At the Effective Time, the Old Trust will have good and marketable titledelivered or mailed postage paid to the Assetsother party at such address as such other party may designate for the Existing Fund’s benefitreceipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, and your address for this purpose shall be 4 North Street, Suite 2, Hingham, MA 02043.

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

Each of the undersigned expressly warrants and represents that he has the full right, power and authority to sell, assign, transfer,sign this Agreement on behalf of the party indicated, and deliverthat his signature will operate to bind the Assets hereunder free of any liens or other encumbrances (except securities that are subject to “securities loans,” as referred to in section 851(b)(2), or that are restricted as to resale by their terms); and on delivery and payment for the Assets, the New Trust, on the New Fund’s behalf, will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including restrictions that might arise under the Securities Act of 1933, as amended (“1933 Act”) (except securities that are restricted as to resale by their terms);

(e) The Old Trust, with respectparty indicated to the Existingforegoing terms.

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

If you are in agreement with the foregoing, please sign the form of acceptance below and return it to the Trust, whereupon this letter shall become a binding contract effective as of the date set forth above.

Approved by the Board of Trustees on June 19, 2020.

Approved by the Shareholders of the Fund on September 14, 2020

ACCEPTANCE

The foregoing Agreement is hereby accepted.

EXHIBIT B: NEW EXPENSE LIMITATION AGREEMENT

UNIFIED SERIES TRUST

OPERATING EXPENSE LIMITATION AGREEMENT

ABSOLUTE CORE STRATEGY ETF

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 1st day of July, 2020, by and between UNIFIED SERIES TRUST, an Ohio business trust (the “Trust”), on behalf of each series of the Trust set forth on Appendix A attached hereto (each a “Fund” and collectively the “Funds”) and the investment adviser of the Funds, Absolute Investment Advisers LLC (the “Adviser”).

WITNESSETH:

WHEREAS, the Adviser renders advice and services to each Fund pursuant to the terms and provisions of an interim investment advisory agreement between the Trust and the Adviser which the Trust and the Adviser anticipate will be replaced with a permanent agreement approved by the shareholders of the Fund (the “Management Agreement”); and

WHEREAS, each Fund is responsible for, and has assumed the obligation for, payment of certain expenses pursuant to the Management Agreement that have not currently engagedbeen assumed by the Adviser; and

WHEREAS, the Adviser desires to limit the Funds’ Operating Expenses (as that term is defined in Paragraph 2 of this Agreement) pursuant to the terms and its execution, delivery, and performanceprovisions of this Agreement, and consummationthe Trust (on behalf of the Reorganization will not resultFunds) desires to allow the Adviser to implement those limits;

WHEREAS, the Trust and the Adviser, prior to a change in (1) a conflict with or material violation of any provision of federal securities laws (including the 1940 Act), Ohio law, the Old Trust Declaration or the Old Trust’s By-Laws, or any agreement, indenture, instrument, contract, lease, or other undertaking (each, an “Undertaking”) to which the Old Trust, on the Existing Fund’s behalf, is a party or by which it is bound or (2) the acceleration of any obligation, or the imposition of any penalty, under any Undertaking, judgment, or decree to which the Old Trust, on the Existing Fund’s behalf, is a party or by which it is bound;

(f) At or before the Effective Time, either (1) all material contracts and other commitmentscontrol of the Existing Fund (other thanAdviser, entered into an expense limitation agreement dated November 19, 2019, as amended May 22, 2020 (the “Predecessor Agreement”), with materially the same limitation of operating expenses as set forth in this Agreement, and certain investment contracts, including options, futures, forward contracts, and swap agreements) will terminate, or (2) provision for dischargedid waive fees and/or New Fund’s assumption of any Liabilitiesreimburse expenses under those agreements which were recoupable under those agreements (the “Recoupable Fees/Expenses”);

NOW THEREFORE, in consideration of the Existingcovenants and the mutual promises hereinafter set forth, the parties, intending to be legally bound hereby, mutually agree as follows:

1. Limit on Operating Expenses. The Adviser hereby agrees to limit each class of a Fund’s total Operating Expenses to an annual rate, expressed as a percentage of the Fund’s average daily net assets, to the amounts listed in Appendix A (the “Annual Limit”). In the event that the total Operating Expenses of a Fund thereunderexceed its Annual Limit, the Adviser will pay to the Fund, on a monthly basis, the excess expense within 30 days of being notified that an excess expense payment is due. Payment can be made without either Fund’s incurring any penalty with respect thereto and without diminishing by waiver of fees payable under the Management Agreement and/or releasing any rightsreimbursement of other expenses of the Old Trust may have hadFund.

2. Definition. For purposes of this Agreement, the term “Operating Expenses” with respect to actions takena Fund, is defined to include all expenses necessary or omitted or to be taken by any other party thereto before the Closing;

(g) No litigation, administrative proceeding, action, or investigation of or before any court, governmental body, or arbitrator is presently pending or, to the Old Trust’s knowledge, threatened against the Old Trust involving the Existing Fund or any of its properties or assets attributable or allocable to the Existing

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Fund, that, if adversely determined, would materially and adversely affect the Existing Fund’s financial condition or the conduct of its business; and the Old Trust, on the Existing Fund’s behalf, knows of no facts that might form the basisappropriate for the institution of any such litigation, proceeding, action, or investigation and is not a party to or subject to the provisions of any order, decree, judgment, or award of any court, governmental body, or arbitrator that materially and adversely affects the Existing Fund’s business or the Old Trust’s ability to consummate the transactions contemplated hereby;

(h) The Existing Fund’s Statement of Assets and Liabilities, Schedule of Investments, Statement of Operations, and Statement of Changes in Net Assets (each, a “Statement”) at and for the fiscal year (in the caseoperation of the last Statement,Fund, but does not include portfolio transaction and other investment-related costs (including brokerage fees and commissions); taxes; borrowing costs (such as interest and dividend expenses on securities sold short); acquired fund fees and expenses; fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for the two fiscal years) ended October 31, 2012, have been audited by Cohen Fund Audit Services, Ltd., an independent registered public accounting firm,example option and areswap fees and expenses); any amounts payable pursuant to a distribution or service plan adopted in accordance with generally accepted accounting principles consistently appliedRule 12b-1 under the Investment Company Act of 1940; any administrative and/or shareholder servicing fees payable pursuant to a plan adopted by the Board of Trustees; expenses incurred in the United States (“GAAP”)connection with any merger or reorganization; extraordinary expenses (such as litigation expenses, indemnification of Trust officers and Trustees and contractual indemnification of Fund service providers); and those Statements (copies of whichother expenses that the Old Trust has furnished to the New Trust), present fairly, in all material respects, the Existing Fund’s financial condition at their respective dates in accordance with GAAP and the results of its operations and changes in its net assets for the periods then ended, and there are no known contingent liabilities of the Existing Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP at either such date that are not disclosed therein;

(i) Since October 31, 2012, there hasTrustees agree have not been any material adverse change in the Existing Fund’s financial condition, assets, liabilities, or business, other than changes occurringincurred in the ordinary course of business, or any incurrencethe Fund’s business.

3. Reimbursement of Fees and Expenses. Each waiver/expense payment by the Existing Fund of indebtedness maturing more than one yearAdviser pursuant to this agreement and any Recoupable Fees/Expenses under the Predecessor Agreement, is subject to recoupment by the Adviser from the date that indebtedness was incurred (except indebtedness incurred in connection with certain investment contracts, including options, futures, forward contracts, and swap agreements); for purposes of this subparagraph, a decline in NAV per Existing Fund Share due to declines in market values of securities the Existing Fund holds, the discharge of the Existing Fund Liabilities, or the redemption of the Existing Fund Shares by its shareholders shall not constitute a material adverse change;

(j) All federal and other tax returns, dividend reporting forms, and other tax-related reports (collectively, “Returns”) of the Existing Fund required by law to have been filed by the Effective Time (including any properly and timely filed extensions of time to file) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on those Returns shall have been paid or provision shall have been made for the payment thereof; to the best of the Old Trust’s knowledge, no such Return is currently under audit and no assessment has been asserted with respect to those Returns; and the Existing Fund is in compliance in all material respects with all applicable Regulations pertaining to the reporting of dividends and other distributions on and redemptions of its shares and to withholding in respect thereof and is not liable for any material penalties that could be imposed thereunder;

(k) The Existing Fund is not classified as a partnership, and instead is classified as an association that is taxable as a corporation, for federal tax purposes and either has elected the latter classification by filing Form 8832 with the Internal Revenue Service (“Service”) or is a “publicly traded partnership” (as defined in section 7704(b)) that is treated as a corporation; the Existing Fund is a “fund” (as defined in section 851(g)(2), eligible for treatment under section 851(g)(1)); for each taxable year of its operation (including its current taxable year), the Existing Fund has met (and for that year will meet) the requirements of Part I of Subchapter M of Chapter 1 of Subtitle A of the Code (“Subchapter M”) for qualification as a regulated investment company (“RIC”) and has been (and for that year will be) eligible to and has computed (and for that year will compute) its federal income tax under section 852; the Existing Fund has not at any time since its inception been liable for, and is not now liable for, any material income or excise tax pursuant to sections 852 or 4982; and the Existing Fund has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M did not apply to it;

(l) All issued and outstanding Existing Fund Shares are, and at the Effective Time will be, duly and validly issued and outstanding, fully paid, and non-assessable by the Old Trust and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws; all issued and outstanding Existing Fund Shares will, at the Effective Time, be held by the persons and in the amounts set forth onthree years following the Existing Fund’s shareholder

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records, as provideddate the particular waiver/expense payment occurred, but only if such recoupment can be achieved without exceeding the Annual Limit in paragraph 2.3; and the Existing Fund does not have outstanding any options, warrants, or other rights to subscribe for or purchase any the Existing Fund Shares, nor are there outstanding any securities convertible into any the Existing Fund Shares;

(m) The Existing Fund’s current prospectus and statement of additional information, as subsequently supplemented, (1) conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and (2) as supplemented by any supplement thereto dated prior to or at the Effective Time do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(n) The information to be furnished by the Old Trust for use in no-action letters, applications for orders, theRegistration Statement (as defined in paragraph 3.3(a)), proxy materials, and other documents filed or to be filed with any federal, state, or local regulatory authority (including the Financial Industry Regulatory Authority, Inc. (“FINRA”)) that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations; and such information furnished by the Old Trust shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, on the effective date of the Registration Statement, at the Effective Time, andeffect at the time of theShareholders Meeting (as defined waiver/expense payment and any Annual Limit in paragraph 4.1);

(o) The Old Trust Declaration permits the Old Trust to vary its shareholders’ investment; the Old Trust does not have a fixed pool of assets; and the series thereof (including the Existing Fund) is a managed portfolio of securities, and the Existing Fund’s investment adviser has the authority to buy and sell securities for it;

(p) The New Fund Shares to be delivered hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms hereof.

3.2 The New Trust, on each New Fund’s behalf, represents and warrants to the Old Trust, on each Existing Fund’s behalf, as follows:

(a) The New Trust (1) is a Statutory Trust that is duly created, validly existing, and in good standing under the laws of Delaware, and its Agreement and Declaration of Trust dated June 13, 2008 (“New Trust Declaration”) is on file with the Secretary of State of Delaware, (2) is duly registered under the 1940 Act as an open-end management investment company, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect and (3) has the power to own all its properties and assets and to carry on its business as described in its current registration statement on Form N-1A.

(b) At the Effective Time, the New Fund will be a duly established and designated series of the New Trust; the New Fund has not commenced operations and will not do so until after the Closing; and, immediately before the Closing, the New Fund will be a shell series of the New Trust, without assets (except the amount paid for the Initial Shares if they have not already been redeemed by that time) or Liabilities, created for the purpose of acquiring the Assets, assuming the Liabilities, and continuing the Existing Fund’s business;

(c) The execution, delivery, and performance of this Agreement have been duly authorized at the date hereof by all necessary action on the part of the New Trust’s Board; and this Agreement constitutes a valid and legally binding obligation of the New Trust, with respect to the New Fund, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium, and other laws affecting the rights and remedies of creditors generally and general principles of equity;

(d) Before the Closing, there will be no (1) issued and outstanding New Fund Shares, (2) options, warrants, or other rights to subscribe for or purchase any New Fund Shares, (3) securities convertible into any New Fund Shares, or (4) any other securities issued by New Fund, except the Initial Shares;

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(e) No consideration other than New Fund Shares (and New Fund’s assumption of the Liabilities) will be issued in exchange for the Assets in the Reorganization;

(f) The New Trust, with respect to New Fund, is not currently engaged in, and its execution, delivery, and performance of this Agreement and consummation of the Reorganization will not result in, (1) a conflict with or material violation of any provision of federal securities laws (including the 1940 Act), Delaware law, the New Trust Declaration or the New Trust’s By Laws, or any Undertaking to which the New Trust, on the New Fund’s behalf, is a party or by which it is bound or (2) the acceleration of any obligation, or the imposition of any penalty, under any Undertaking, judgment, or decree to which the New Trust, on New Fund’s behalf, is a party or by which it is bound;

(g) No litigation, administrative proceeding, action, or investigation of or before any court, governmental body, or arbitrator is presently pending or, to the New Trust’s knowledge, threatened against the New Trust, with respect to the New Fund or any of its properties or assets attributable or allocable to the New Fund, that, if adversely determined, would materially and adversely affect the New Fund’s financial condition or the conduct of its business; and the New Trust, on the New Fund’s behalf, knows of no facts that might form the basis for the institution of any such litigation, proceeding, action, or investigation and is not a party to or subject to the provisions of any order, decree, judgment, or award of any court, governmental body, or arbitrator that materially and adversely affects the New Fund’s business or the New Trust’s ability to consummate the transactions contemplated hereby;

(h) The New Fund is not (and will not be) classified as a partnership, and instead is (and will be) classified as an association that is taxable as a corporation, for federal tax purposes and either has elected (or will timely elect) the latter classification by filing Form 8832 with the Service or is (and will be) a “publicly traded partnership” (as defined in section 7704(b)) that is treated as a corporation; the New Fund has not filed any income tax return and will file its first federal income tax return after the completion of its first taxable year after the Effective Time as a RIC on Form 1120-RIC; the New Fund will be a “fund” (as defined in section 851(g)(2), eligible for treatment under section 851(g)(1)) and has not taken and will not take any steps inconsistent with its qualification as such or its qualification and eligibility for treatment as a RIC under sections 851 and 852; assuming that the Existing Fund will meet the requirements of Subchapter M for qualification as a RIC for its taxable year in which the Reorganization occurs, the New Fund will meet those requirements, and will be eligible to and will compute its federal income tax under section 852, for its taxable year in which the Reorganization occurs, and has met such requirements since its formation; and the New Fund intends to continue to meet all those requirements, and to be eligible to and to so compute its federal income tax, for the next taxable year;

(i) The New Fund Shares to be issued and delivered to the Existing Fund, for the Shareholders’ accounts, pursuant to the terms hereof, (1) will at the Effective Time, have been duly authorized and duly registered under the federal securities laws, and appropriate notices respecting them will have been duly filed under applicable state securities laws, and (2) when so issued and delivered, will be duly and validly issued and outstanding New Fund Shares and will be fully paid and non-assessable by the New Trust;

(j) The information to be furnished by the New Trust for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents filed or to be filed with any federal, state, or local regulatory authority (including FINRA) that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations; and the Registration Statement (other than written information provided by the Old Trust for inclusion therein) will, on its effective date, at the Effective Time, and at the time of the Shareholders Meeting, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

(k) The New Trust Declaration permits the New Trust to vary its shareholders’ investment; the New Trust does not have a fixed pool of assets; and the series thereof (including the New Fund after it commences operations) is (or will be) a managed portfolio of securities, and the New Fund’s investment adviser will have the authority to buy and sell securities for it.

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3.3 Each Investment Company,4. Term. This Agreement shall become effective on each of its Fund’s behalf, representsthe date first above written and warrants to the other Investment Company, on each of its Fund’s behalf,shall remain in effect until at least July 31, 2023 unless sooner terminated as follows:

(a) No governmental consents, approvals, authorizations, or filings are required under the 1933 Act, the Securities Exchange Act of 1934, as amended, the 1940 Act, or state securities laws, and no consents, approvals, authorizations, or orders of any court are required, for its execution or performanceprovided in Paragraph 5 of this Agreement, on its Fund’s behalf, exceptand shall continue in effect for (1) the Old Trust’s filing with the Commission of a proxy statement on Schedule 14A (“Proxy Statement”), (2) the New Trust’s filing with the Commission of a registration statement on Form N-1A relating to the New Fund Shares issuable hereunder, and any supplement or amendment thereto, including therein a prospectus (“Registration Statement”), and (3) consents, approvals, authorizations, and filingssuccessive twelve-month periods provided that have been made or received or may be required after the Effective Time;

(b) No expenses incurredsuch continuance is specifically approved at least annually by the Existing Fund or on its behalf, in connection with the Reorganization will be paid or assumed by the New Fund, HASI, or any other third party, unless those expenses are solelyAdviser and directly related to the Reorganization (determined in accordance with the guidelines set forth in Rev. Rul. 73-54, 1973-1 C.B. 187) (“Reorganization Expenses”), and no cash or property other than the New Fund Shares will be transferred to the Existing Fund or any of its shareholders with the intention that it be used to pay any expenses (even Reorganization Expenses) thereof; and

(c) Immediately following consummationa majority of the Reorganization, (1) the Shareholders will own all the New Fund Shares and will own those shares solely by reason of their ownershipTrustees of the Existing Fund Shares immediately before the Reorganization and (2) the New Fund will hold the same assets — except for assets used to pay the Funds’ expenses incurred in connection with the Reorganization — and be subject to the same Liabilities that the Existing Fund held or was subject to immediately before the Reorganization; and those excepted assets, together with the amount of all redemptions and distributions (other than regular, normal dividends) the Existing Fund makes immediately preceding the Reorganization, will, in the aggregate, constitute less than 1% of its net assets.

4.1 The Old Trust covenants to call a meeting of each Existing Fund’s shareholders to consider and act on this Agreement and to take all other action necessary to seek approval of the transactions contemplated hereby (“Shareholders Meeting”).

4.2 The Old Trust covenants that it will assist the New Trust in obtaining information the New Trust reasonably requests concerning the beneficial ownership of Existing Fund Shares, subject to confidentiality agreements between the parties.

4.3 The Old Trust covenants that it will turn over its books and records pertaining to the Existing Funds (including all books and records required to be maintained under the 1940 Act and the rules and regulations thereunder) to the New Trust at the Closing, upon full payment of Reorganization Expenses.

4.4 Each Investment Company covenants to cooperate with the other in preparing the Proxy Statement and the Registration Statement in compliance with applicable federal and state securities laws.

4.5 Each Investment Company covenants that it will, from time to time, as and when requested by the other, execute and deliver or cause to be executed and delivered all assignments and other instruments, and will take or cause to be taken any further action(s), the other Investment Company deems necessary or desirable in order to vest in, and confirm to, (a) the New Trust, on each New Fund’s behalf, title to and possession of all the Assets, and (b) the Old Trust, on each Existing Fund’s behalf, title to and possession of the New Fund Shares to be delivered hereunder, and otherwise to carry out the intent and purpose hereof.

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4.6 The New Trust covenants to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and applicable state securities laws it deems appropriate to commence and continue each New Fund’s operations after the Effective Time.

4.7 Subject to this Agreement, each Investment Company covenants to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper, or advisable to consummate and effectuate the transactions contemplated hereby.

Each Investment Company’s obligations hereunder shall be subject to (a) performance by the other Investment Company of all its obligations to be performed hereunder at or before the Closing, (b) all representations and warranties of the other Investment Company contained herein being true and correct in all material respects at the date hereof and, except as they may be affected by the transactions contemplated hereby, at the Effective Time, with the same force and effect as if made at that time, and (c) the following further conditions that, at or before that time:

5.1 All representations, covenants, and warranties of each New Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of that Closing Date. Each New Fund shall have delivered to the corresponding Existing Fund a certificate executed in the New Fund’s name by the New Trust’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Existing Fund and dated as of the Closing Date, to such effect and as to such other matters as the Existing Fund shall reasonably request.

5.2 All representations, covenants, and warranties of each Existing Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. Each Existing Fund shall have delivered to the corresponding New Fund on such Closing Date a certificate executed in the Existing Fund’s name by the Old Trust’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the New Fund and dated as of such Closing Date, to such effect and as to such other matters as the New Fund shall reasonably request.

5.3 This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by both Boards and by each Existing Fund’s shareholders at the Shareholders Meeting;

5.4 All necessary filings shall have been made with the Commission and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the Investment Companies to carry out the transactions contemplated hereby. The Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and, to the Investment Company’s best knowledge, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened, or contemplated under the 1933 Act or the 1940 Act. The Commission shall not have issued an unfavorable report with respect to the Reorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) either Investment Company deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on any Fund’s assets or properties;

5.5 At the Effective Time, no action, suit, or other proceeding shall be pending (or, to either Investment Company’s best knowledge, threatened to be commenced) before any court, governmental agency, or arbitrator in which it is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the transactions contemplated hereby;

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5.6 The Investment Companies shall have received an opinion of Thompson Coburn LLP (“5. CounselTermination.”) as to the federal income tax consequences mentioned below (“Tax Opinion”). (The receipt of such an opinion is a non-waivable condition to closing.) In rendering the Tax Opinion, Counsel may rely as to factual matters, exclusively and without independent verification, on the representations and warranties made in this Agreement, which Counsel may treat as representations and warranties made to it (that, notwithstanding paragraph 7, shall survive the Closing), and in separate letters, if Counsel requests, addressed to it and any certificates delivered pursuant to paragraph 2.5(b). The Tax Opinion shall be substantially to the effect that — based on the facts and assumptions stated therein and conditioned on those representations and warranties’ being true and complete at the Effective Time and consummation of the Reorganization in accordance with this Agreement (without the waiver or modification of any terms or conditions hereof and without taking into account any amendment hereof that Counsel has not approved) — for federal income tax purposes:

(a) Each New Fund’s acquisition of the Assets in exchange solely for the New Fund Shares and its assumption of the Liabilities, followed by the corresponding Existing Fund’s distribution of those sharespro rata to the Shareholders actually or constructively in exchange for their Existing Fund Shares, will qualify as a “reorganization” (as defined in section 368(a)(1)), and the Fund will be “a party to a reorganization” (within the meaning of section 368(b));

(b) Each Existing Fund will recognize no gain or loss on the transfer of the Assets to the corresponding New Fund in exchange solely for the New Fund Shares and the New Fund’s assumption of the Liabilities or on the subsequent distribution of those shares to the Shareholders in exchange for their Existing Fund Shares;

(c) Each New Fund will recognize no gain or loss on its receipt of the Assets in exchange solely for New Fund Shares and its assumption of the Liabilities;

(d) Each New Fund’s tax basis in each Asset will be the same as the corresponding Existing Fund’s tax basis therein immediately before the Reorganization, and the New Fund’s holding period for each Asset will include the Existing Fund’s holding period therefor (except where the New Fund’s investment activities have the effect of reducing or eliminating an Asset’s holding period);

(e) A Shareholder will recognize no gain or loss on the exchange of all its Existing Fund Shares solely for the New Fund Shares pursuant to the Reorganization;

(f) A Shareholder’s aggregate tax basis in the New Fund Shares it receives in the Reorganization will be the same as the aggregate tax basis in its Existing Fund Shares it actually or constructively surrenders in exchange for those New Fund Shares, and its holding period for those New Fund Shares will include, in each instance, its holding period for those Existing Fund Shares, provided the Shareholder holds them as capital assets at the Effective Time; and

(g) Each New Fund will succeed to and take into account the items of the corresponding Existing Fund described in section 381(c), including the earnings and profits, or deficit in earnings and profits, of the corresponding Existing Fund as of the date of the Reorganization. Each Existing Fund will take these items into account subject to the conditions and limitations specified in sections 381, 382, 383 and 384 and the applicable Treasury Regulations thereunder. Pursuant to Treasury Regulations section 1.381(b)-1(a), the taxable year of each Existing Fund will end on the Effective Time.

Notwithstanding subparagraphs (b) and (d), the Tax Opinion may state that no opinion is expressed as to the effect of the Reorganization on a Fund, or any Shareholder, with respect to any Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting;

5.7 Before the Closing, with respect to each New Fund, the New Trust’s Board shall have authorized the issuance of, and the New Trust shall have issued, one New Fund Share (“Initial Share”) to HSAI or an affiliate thereof, in consideration of the payment of $10.00 each (or other amount that Board determines), to vote on the investment management contract and other agreements and plans referred to in paragraph 5.6 and to take whatever action it may be required to take as the New Fund’s sole shareholder;

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5.8 The New Trust, on each New Fund’s behalf, shall have entered into, or adopted, as appropriate, an investment management contract and other agreements and plans necessary for the New Fund’s operation as a series of an open-end management investment company. Each such contract, plan, and agreement shall have been approved by the New Trust’s Board and, to the extent required by law (as interpreted by Commission staff positions), by its trustees who are Non-Interested Persons thereof and by HASI or its affiliate as the New Fund’s sole shareholder; and

5.9 At any time before the Closing, either Investment Company may waive any of the foregoing conditions (except those set forth in paragraphs 5.1, 5.4 and 5.6) if, in the judgment of its Board, such waiver will not have a material adverse effect on its Fund’s shareholders’ interests.

Subject to complying with Section 3.3(b), all Reorganization Costs with respect to each Existing Fund will be paid by HASI. The Reorganization Expenses include (1) costs associated with obtaining any necessary order of exemption from the 1940 Act, preparing and filing the Existing Funds’ prospectus supplements and the Registration Statement, and printing and distributing New Funds’ prospectus and the Existing Funds’ proxy materials, (2) legal and accounting fees, (3) transfer agent and custodian conversion costs, (4) transfer taxes for foreign securities, (5) proxy solicitation costs, and (6) expenses of holding the Shareholders Meeting (including any adjournments thereof), but exclude brokerage expenses. HASI shall remain liable for expenses in the event this Agreement is terminated pursuant to paragraph 8. Notwithstanding the foregoing, expenses shall be paid by the Fund directly incurring them if and to the extent that the payment thereof by another person would result in that Fund’s disqualification as a RIC or would prevent the Reorganization from qualifying as a tax-free reorganization.

Neither Investment Company has made any representation, warranty, or covenant not set forth herein, and this Agreement constitutes the entire agreement between the Investment Companies. The representations, warranties, and covenants contained herein or in any document delivered pursuant hereto or in connection herewith shall not survive the Closing.

This Agreement may be terminated at any time, at or beforeand without payment of any penalty, by the Closing:Board of Trustees of the Trust, on behalf of a Fund listed in Appendix A, upon sixty (60) days’ written notice to the Adviser. This Agreement may not be terminated by the Adviser without the consent of the Board of Trustees of the Trust. This Agreement will automatically terminate, with respect to a Fund listed in Appendix A if the Management Agreement for the Fund is terminated, with such termination effective upon the effective date of the Management Agreement’s termination for the Fund. The parties acknowledge that this Agreement will take effect concurrently with an interim management agreement, and will remain in effect when a permanent management agreement is approved by shareholders of the Fund. This agreement will terminate when the interim management agreement terminates only if shareholders do not approve a permanent management agreement. Upon termination of this Agreement for any reason, the Adviser acknowledges and agrees that it remains liable for all fee reductions and reimbursement obligations pursuant to paragraph 1 hereof that accrued prior to the termination of this Agreement

8.1 By either Investment Company (a) in

6. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the eventwritten consent of the other Investment Company’s material breachparty.

7. Severability. If any provision of any representation, warranty, or covenant contained herein to be performed at or before the Closing, (b) if a condition to its obligations has not been met and it reasonably appears that that condition will not or cannot be met, (c) if a governmental body issues an order, decree, or ruling having the effect of permanently enjoining, restraining, or otherwise prohibiting consummation of the Reorganization, or (d) if the Closing has not occurred on or before             , 2013, or such other date as to which the Investment Companies agree; or

8.2 By the Investment Companies’ mutual agreement.

In the event of termination under paragraphs 8.1(c) or (d), neither Investment Company (nor its trustees, officers, or shareholders) shall have any liability to the other Investment Company.

The Investment Companies may amend, modify, or supplement this Agreement at any time in any manner they mutually agree on in writing, notwithstanding an Existing Fund’s shareholders’ approval thereof; provided

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that, following that approval no such amendment, modification, or supplement shall have a material adverse effect on the Shareholders’ interests. No subsequent amendments, modifications, or supplements to this Agreement will alter the obligations of the parties with respect to paragraph 6 without their express agreement thereto.

Any term or provision hereof that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of that invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions hereof or affecting the validity or enforceability of any of the terms and provisions hereof in any other jurisdiction.

11.18. Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of Delaware,the State of Ohio without giving effect to the conflict of laws principles of conflicts of laws;thereof; provided that in the case of any conflict between those laws and the federal securities laws, the latter shall govern.

11.2 Nothing expressed or impliednothing herein is intended or shall be construed to confer onpreempt, or giveto be inconsistent with, any person, firm, trust,federal law, regulation or corporation other thanrule, including the New Trust, on each New Fund’s behalf, orInvestment Company Act of 1940 and the Old Trust, on each Existing Fund’s behalf,Investment Advisers Act of 1940 and their respective successorsany rules and assigns any rights or remedies under or by reason of this Agreement.regulations promulgated thereunder.

11.3

9. Binding Effect. Notice is hereby given that this instrumentAgreement is executed and deliveredby the Trust on behalf of each Investment Company’s trustees solely in their capacitiesFund by an officer of the Trust as trustees,an officer and not individually and that the obligations of or arising out of this Agreement with respect to a particular Fund are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property belonging to the Fund (and not upon any other Fund).

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers, all on the day and year first above written.

Appendix A

EXHIBIT C: FORM OF NEW SUB-ADVISORY AGREEMENT

SUBADVISORY AGREEMENT

BETWEEN

ABSOLUTE INVESTMENT ADVISERS LLC

AND

ST. JAMES INVESTMENT COMPANY, LLC

AGREEMENT made as of the [14^th day of September, 2020] by and between Absolute Investment Advisers LLC, a Massachusetts limited liability company with its principal office and place of business at 4 North Street, Suite 2, Hingham, MA, 02043 (the “Adviser”) and St. James Investment Company, LLC, a Colorado limited liability company with its principal office and place of business at 3838 Oak Lawn Avenue, Suite 1414, Dallas, TX 75219 (the “Subadviser”).

WHEREAS, Adviser has entered into an Investment Advisory Agreement dated the [14th day of September, 2020] (“Advisory Agreement”) with Unified Series Trust, a Delaware statutory trust, with its principal office and place of business at 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 (the “Trust”);

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

WHEREAS, pursuant to the Advisory Agreement, and subject to the direction and control of the Board of Trustees of the Trust (the “Board”), the Adviser acts as investment adviser for the series of the Trust listed on Appendix A hereto (the “Fund”);

WHEREAS, it is intended that the Trust be a third-party beneficiary under this Agreement; and

WHEREAS, Adviser desires to retain the Subadviser to perform investment advisory services for the Fund for that portion of the Fund’s assets that the Adviser allocates to the Subadviser on or after the date of this Agreement as set forth above (“Allocated Assets”) and Subadviser is willing to provide such services on the terms and conditions set forth in this Agreement;

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

SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS

(a) The Adviser hereby appoints Subadviser, subject to the direction and control of the Board, to manage the investment and reinvestment of Allocated Assets to provide other services as specified herein. The Subadviser accepts this appointment and agrees to render its services for the compensation set forth herein.

(b) In connection therewith, the Adviser has delivered to the Subadviser copies of (i) the Trust’s Trust Instrument and Bylaws (collectively, as amended from time to time, “Organic Documents”), (ii) the Trust’s Registration Statement and all amendments thereto filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the 1940 Act (the “Registration Statement”), (iii) the Trust’s current Prospectuses and Statements of Additional Information for the Fund (collectively, as currently in effect and as amended or supplemented, the “Prospectus”), (iv) each Investment Company’splan of distribution or similar document adopted by the Trust on behalf of the Fund under Rule 12b-1 under the 1940 Act and each current shareholder service plan or similar document adopted by the Trust on behalf of the Fund; and (v) all policies and procedures adopted by the Trust with respect to the Fund (e.g., repurchase agreement procedures, Rule 17a-7 Procedures and Rule 17e-1 Procedures), and shall promptly furnish the Subadviser with all amendments of or supplements to the foregoing. The Adviser shall deliver to the Subadviser: (vi) a certified copy of the resolution of the Board, including a majority of the Trustees who are not interested persons (as defined in the 1940 Act) appointing the Adviser and Subadviser and approving the Trust’s advisory agreement with the Adviser and this Agreement; (vii) a certified copy of the resolution of the Fund’s shareholder(s), if applicable, appointing the Adviser and Subadviser; (viii a copy of all proxy statements and related materials relating to the Fund; and (ix) a certified copy of the resolution from the Trust and the Adviser identifying the officers of the Adviser and/or the Trust; and (x) any other documents, materials or information that the Subadviser shall reasonably request to enable it to perform its duties pursuant to this Agreement.

(c) The Subadviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC and (ii) a copy of its code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code”). The Subadviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing.

SECTION 2. DUTIES OF THE ADVISER

In order for the Subadviser to perform the services required by this Agreement, the Adviser shall (i) cause all service providers to the Trust to furnish information to the Subadviser and assist the Subadviser as may be required; (ii) ensure that the Subadviser has reasonable access to all records and documents maintained by the Trust, the Adviser or any service provider to the Trust; and (iii) deliver to the Subadviser all materials it provides to the Board in accordance with the Advisory Agreement.

SECTION 3. DUTIES OF THE SUBADVISER

(a)       The Subadviser will make decisions with respect to all purchases and sales of securities and other investment assets of the Allocated Assets. To carry out such decisions, the Subadviser is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to the Allocated Assets. In all purchases, sales and other transactions in securities and other investments in the Allocated Assets, the Subadviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, including voting of proxies with respect to securities owned by the Fund, subject to such proxy voting policies as approved by the Board and including entering into such agreements (such as, but not limited to futures or other derivatives) as is deemed necessary by Subadviser to manage the Allocated Assets. All such investments will conform to the prospectus or other applicable guidelines.

Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”) and applicable regulations and interpretations, the Subadviser may allocate brokerage on behalf of the Fund to a broker-dealer who provides research services. Subject to compliance with Section 28(e), the Adviser may cause Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Subadviser determines, in good faith, that such amount of commission is reasonable in relation to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Subadviser’s overall responsibilities to the Fund or its other advisory clients. The Subadviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Subadviser or its affiliates. Whenever the Subadviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Subadviser, the Subadviser will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.

(b) The Subadviser will report to the Board at each meeting thereof as reasonably requested by the Adviser or the Board all material changes in the Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Fund and the Subadviser, and on its own initiative, or as reasonably requested by the Adviser or the Board, will furnish the Board from time to time with such information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund’s holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintains investments, or otherwise. The Subadviser will also furnish the Board with such statistical and analytical information with respect to investments of the Fund as the Subadviser may believe appropriate or as the Adviser or the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Fund, the Subadviser will comply with the directions and policies set from time to time by the Board as well as the limitations imposed by the Trust’s or the Fund’s policies and procedures, the Registration Statement, the 1940 Act, the Securities Act, the 1934 Act, the Internal Revenue Code of 1986, as amended, and other applicable laws. In making purchases and sales of securities and other investment assets for the Fund, the Subadviser is prohibited from consulting with other Subadvisers to the Fund. The Adviser will provide reasonable notice to the Subadviser of any material changes to the Trust’s policies and procedures applicable to the Fund and the Prospectus.

(c) The Subadviser will from time to time employ or associate with such persons as the Subadviser believes to be particularly fitted to assist in the execution of the Subadviser's duties hereunder, the cost of performance of such duties to be borne and paid by the Subadviser. No obligation may be incurred on the Trust’s or Adviser’s behalf in any such respect. The Adviser acknowledges receipt of the Form ADV and is cognizant of actual and/or potential conflicts of interest set forth therein.

(d) The Subadviser will report to the Board all matters related to the Subadviser that are material to the Subadviser’s performance of this Agreement. On an annual basis, the Subadviser shall report on its compliance with its Code to the Adviser and to the Board. The Subadviser will notify the Adviser and the Trust of any change of control of the Subadviser and any changes in the key personnel who are either the portfolio manager(s) of the Allocated Assets or senior management of the Subadviser, in each case prior to or promptly after such change.

(e) The Subadviser will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders with respect to the Allocated Assets as are required to be maintained by the Trust under the 1940 Act. The Subadviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Subadviser pursuant to this Agreement required to be prepared and maintained by the Subadviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Allocated Assets, which are in possession of the Subadviser, shall be the property of the Trust. The Adviser and the Trust, or their respective representatives, shall have access to such books and records at all times during the Subadviser's normal business hours. Upon the reasonable request of the Adviser or the Trust, copies of any such books and records shall be provided promptly by the Subadviser to the Adviser and the Trust, or their respective representatives.

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

(g) The Subadviser will provide the Fund and the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Allocated Assets as the Fund and the Fund’s custodian and fund accountant may reasonably require, including but not limited to information required to be provided under the Trust’s Portfolio Securities Valuation Procedures; provided however the Subadviser is only assisting the Fund in its pricing responsibilities and shall not be deemed the pricing agent for the Fund.

(h) The Subadviser shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period that the Adviser has not allocated any portion of the Fund’s assets to the Subadviser for management.

(i) The Subadviser may invest Allocated Assets in registered, open-end, management investment companies for which the Subadviser serves as investment adviser or subadviser upon the prior notice to and consent of the Adviser.

(j) The Subadviser may effect transactions with respect to the Allocated Assets pursuant to Rules 17a-7 and 17e-1 of the 1940 if such transactions are effected in accordance with the Trust’s Rule 17a-7 Procedures and Rule 17e-1 Procedures.

SECTION 4. COMPENSATION; EXPENSES

(a) In consideration of the foregoing, the Adviser shall pay the Subadviser, with respect to the Allocated Assets, a fee at an annual rate as listed in Appendix B hereto. Such fees shall be accrued by the Adviser daily and shall be payable monthly in arrears within 15 days of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Adviser shall pay to the Subadviser such compensation as shall be payable prior to the effective date of termination.

(b) No fee shall be payable hereunder with respect to that portion of the Allocated Assets which are invested in registered, open-end, management investment companies for which the Subadviser serves as investment adviser or subadviser and for which Subadviser already receives an advisory fee.

SECTION 5. STANDARD OF CARE

(a) The Adviser shall expect of the Subadviser, and the Subadviser will give the Adviser the benefit of, the Subadviser's best judgment and efforts in rendering its services hereunder. The Subadviser shall not be liable hereunder to the Adviser or the Trust for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s shareholders in the absence of bad faith, willful misfeasance or gross negligence in the performance of the Subadviser’s duties or obligations under this instrumentAgreement or by reason of the Subadviser’s reckless disregard of its duties and obligations under this Agreement.

(b) The Subadviser shall not be liable to the Adviser or the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Subadviser by a duly authorized officer of the Adviser or the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board.

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

(d) The parties hereto acknowledge and agree that the Trust is a third-party beneficiary as to the covenants, obligations, representations and warranties undertaken by the Subadviser under this Agreement and as to the rights and privileges to which the Adviser is entitled pursuant to this Agreement, and that the Trust is entitled to all of the rights and privileges associated with such third-party-beneficiary status.

SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION

(a) This Agreement shall become effective with respect to a Fund on the date first written above upon the approval of this Agreement by a majority of the Board, including a majority of the Trust's Trustees who are not bindinginterested persons (as defined in the 1940 Act) and approved by a vote of a majority of the outstanding voting securities of the Fund, provided that the Advisory Agreement between the Trust and the Adviser has also been so approved by a vote of a majority of the outstanding voting securities of the Fund.

(b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the Board or by vote of a majority of the outstanding voting securities of the Fund, and in, either case, (ii) by a majority of the Trust’s Trustees who are not interested persons (as defined in the 1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to the Fund, the Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder.

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

(d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days' written notice to the Subadviser or enforceable against(ii) by the Subadviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

SECTION 7. ACTIVITIES OF THE SUBADVISER

Except to the extent necessary to perform its obligations hereunder, nothing herein shall be deemed to limit or restrict the Subadviser's right, or the right of any of its trustees,the Subadviser's partners, directors, officers shareholders, or seriesemployees to engage in any other than its Funds but are only binding onbusiness or to devote time and enforceable against its property attributableattention to and held for the benefit of its Funds (“Fund’s Property”)and not its property attributable to and held for the benefitmanagement or other aspects of any other series thereof. Eachbusiness, whether of a similar or dissimilar nature, or to render services of any kind to any other entity.

SECTION 8. REPRESENTATIONS OF SUBADVISER.

The Subadviser represents and warrants to the Adviser that:

(a) It is either registered as an investment adviser under the Investment Company,Advisers Act of 1940, as amended (“Advisers Act”) (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Act;

(b) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement;

(c) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Subadviser in order to perform its services contemplated by this Agreement; and

(d) It will promptly notify the Adviser and the Trust of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation.

SECTION 9. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY

The Trustees of the Trust and the shareholders of the Fund shall not be personally liable for any obligations of the Trust or of the Fund under this Agreement, and the Subadviser agrees that, in asserting any rights or claims under this Agreement, on its or its Fund’s behalf,it shall look only to the other Fund’s Propertyassets and property of the Trust or the Fund to which the Subadviser's rights or claims relate in settlement of thosesuch rights or claims, and not to the property of any other seriesTrustees of the Trust or the shareholders of the Fund.

SECTION 10. MISCELLANEOUS

(a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.

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

(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.

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

11.4

(e) This Agreement may be executed in one or moreby the parties hereto on any number of counterparts, and all of whichthe counterparts taken together shall be considereddeemed to constitute one and the same agreement,instrument.

(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall become effective when onebe construed and enforced as if the Agreement did not contain the particular part, term or more counterpartsprovision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.

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

(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been executed byproperly given.

(i) No affiliated person, employee, agent, director, partner, officer or manager of the Investment CompanySubadviser shall be liable at law or in equity for the Subadviser’s obligations under this Agreement.

(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," “control” and "assignment" shall have the meanings ascribed thereto in the 1940 Act.

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

(l) Any information and advice furnished by either party to this Agreement to the other Investment Company. The headings contained herein are for reference purposes onlyshall be treated as confidential and shall not affectbe disclosed to third parties without the consent of the other party hereto except as required by law, rule or regulation. The Subadviser hereby consents to the disclosure to third parties of investment results and other Fund data in connection with providing composite investment results and related information of the Subadviser. The Subadviser also consents to the disclosure of Fund data to the Fund’s other service providers so that those providers may perform the services they are contractually obligated to render to the Trust.

(m) The Subadviser may from time to time make available without charge to the Adviser or the Trust any waymarks or symbols owned by the meaningSubadviser (the “Mark”), including marks or interpretation hereof.symbols containing the Mark or any variation thereof, to use in the Fund’s Registration Statement and/or Fund sales literature. Any use of the Marks shall be subject to the direction and control of the Subadviser.

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

(o) The provisions of Sections 5, 6, 9 and 10 shall survive any termination of this Agreement.

IN WITNESS WHEREOF, each party hasthe parties hereto have caused this Agreement to be duly executed and delivered by its duly authorized officerall as of the day and year first written above.above written.

12

Solely for purposes of paragraph 6,

SUBADVISORY AGREEMENT

BETWEEN

ABSOLUTE INVESTMENT ADVISERS LLC

AND

ST. JAMES INVESTMENT COMPANY, LLC

13Appendix A

SCHEDULE ASeries of the Trust:

Absolute Core Strategy ETF

SUBADVISORY AGREEMENT

BETWEEN

ABSOLUTE INVESTMENT ADVISERS LLC

AND

ST. JAMES INVESTMENT COMPANY, LLC

Appendix B

Series: Absolute Strategies Fund