Pursuant to a sub-advisory agreement, VIA, located at 1125 Sanctuary Parkway, Suite 515, Alpharetta, Georgia 30009, is responsible for trading portfolio securities on behalf of SPDV, EEMD, DMDV, PFLD, and TRFM, including selecting broker-dealers to execute purchase and sale transactions as instructed by the Adviser or in connection with any rebalancing or reconstitution of a Fund’s respective Index, subject to the supervision of the Adviser and the Board.

In addition, pursuant to a separate sub-advisory agreement, Bahl & Gaynor, located at 255 East Fifth Street, Suite 2700, Cincinnati, Ohio 45202, is responsible for trading portfolio securities for SMIG, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of AAM and the Board.

AAM is a wholly-owned subsidiary of AAM Holdings, Inc. (“AAM Holdings”), which is controlled indirectly by Scott Colyer, the Adviser’s Chairman of the board of directors and Chief Executive Officer, and Lisa Colyer, a director of the Adviser and the Adviser’s Executive Vice President, Operations, through their roles with entities that own directly and indirectly over 25% of AAM Holdings’ outstanding capital stock. Pursuant to a merger agreement signed on September 1, 2022, a subsidiary of Sun Life Financial Inc. (“Sun Life”) is expected to acquire a majority interest in AAM Holdings (the “Transaction”). In addition, Sun Life will receive annually recurring call options to acquire the remaining interests in AAM Holdings, beginning approximately five years from the closing of the Transaction, and if Sun Life does not exercise such call options, the other stockholders of AAM Holdings will have annually recurring put options to sell the remaining interests in AAM Holdings to Sun Life. The Transaction is expected to be completed during the first half of 2023, subject to the satisfaction of customary closing conditions, including obtaining necessary Fund and client consents and receipt of customary regulatory approvals. Upon the close of the Transaction, pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), the investment advisory agreement between the Trust, on behalf of the Funds, and the Adviser (the “Current Advisory Agreement”) will automatically terminate. As a result of the termination of the Current Advisory Agreement, the investment sub-advisory agreement among the Adviser, VIA, and the Trust, on behalf of SPDV, EEMD, DMDV, PFLD, and TRFM (the “Current VIA Sub-Advisory Agreement”) will also automatically terminate, and the investment sub-advisory agreement among the Adviser, Bahl & Gaynor, and the Trust, on behalf of SMIG (the “Current Bahl & Gaynor Sub-Advisory Agreement”) will also automatically terminate.

At a meeting of the Board, held on October 7, 2022 (the “Meeting”), the Adviser requested, and the Board, including a majority of the Trustees who are not interested persons of the Trust (as defined by the 1940 Act) (the “Independent Trustees”), approved (i) a new investment advisory agreement between the Trust, on behalf of the Funds, and the Adviser (the “New Advisory Agreement”); (ii) a new sub-advisory agreement among the Adviser, VIA, and the Trust, on behalf of SPDV, EEMD, DMDV, PFLD, and TRFM (the “New VIA Sub-Advisory Agreement”); and (iii) a new sub-advisory agreement among the Adviser, Bahl & Gaynor, and the Trust, on behalf of SMIG (the “New Bahl & Gaynor Sub-Advisory Agreement”).

The Board believes the Proposals are in the best interests of theeach applicable Fund and its shareholders and recommends that you vote “FOR” the Proposals. Importantly, approval of the Proposals will not result in any increase in shareholder fees or expenses.

The Adviser, located at 18925 Base Camp Road, Suite 203, Monument, Colorado 80132, is a registered investment adviser that provides portfolio supervisory and evaluation services to AAM-sponsored unit investment trusts registered under the 1940 Act and provides investment advisory services to separately managed accounts, mutual funds, and the Funds. Currently, AAM is a wholly-owned subsidiary of AAM Holdings, which is controlled indirectly by Scott Colyer, the Adviser’s Chairman of the board of directors and Chief Executive Officer, and Lisa Colyer, a director of the Adviser and the Adviser’s Executive Vice President, Operations, through their roles with entities that own directly and indirectly over 25% of AAM Holdings’ outstanding capital stock. After the close of the Transaction, Sun Life Financial Inc., through its subsidiaries, will own a majority stake in AAM Holdings.

At the Meeting, the Board, including the majority of the Independent Trustees, determined that the approval of AAM to continue serving as the Funds’ investment adviser was in the best interest of each Fund and its respective shareholders, approved the New Advisory Agreement, and recommended that it be submitted to the Funds’ shareholders for approval.

The Current Advisory Agreement was most recently approved by the Board, including a majority of the Independent Trustees, on October 7, 2022, and by the initial shareholder of each Fund, as follows:

If Proposal 1 is approved by each Fund’s shareholders, the New Advisory Agreement is expected to become effective upon the closing of the Transaction. The Transaction is subject to customary closing conditions, including obtaining approval of all the new agreements by the Board of Trustees of the Trust and shareholders of each applicable Fund. If the shareholders of any Fund do not approve Proposal 1 and Proposal 2 or 3, as applicable, at the Special Meeting, a condition to the closing of the Transaction will not be satisfied and AAM will continue to serve as the investment adviser to each Fund and VIA and Bahl & Gaynor will continue to serve as the investment sub-adviser to each corresponding Fund pursuant to the Current Advisory Agreement, Current VIA Sub-Advisory Agreement, and Current Bahl & Gaynor Sub-Advisory Agreement, as applicable. Accordingly, if the Proposals are not approved by each Fund’s shareholders, as applicable, at the Special Meeting, the Board will take such action as it deems necessary and in the best interests of each Fund and its respective shareholders, which may include further solicitation of a Fund’s shareholders with respect to the Proposals, solicitation of the approval of different proposals, or the liquidation of one or more Funds.

Both the Current Advisory Agreement and the New Advisory Agreement may be terminated without penalty (i) by vote of a majority of the Board, (ii) by vote of a majority of the outstanding voting securities of the Fund, or (iii) by the Adviser upon one-hundred twenty (120) days’ written notice to the Trust.

The table below shows brokerage commissions paid in the aggregate amount by each Fund for the fiscal year ended October 31.

During the fiscal year ended October 31, 2021, the Funds did not pay brokerage commissions to any registered broker-dealer affiliates of the Funds, the Adviser, VIA, or Bahl & Gaynor. The Funds did not hold any securities of “regular broker dealers” as of October 31, 2021.

No Trustee or officer of the Trust currently holds any position with AAM or its affiliated persons. No Trustee or officer of the Trust holds any position with Sun Life or its affiliated persons.

In considering the New Advisory Agreement, the Board took into consideration (i) the nature, extent, and quality of the services provided, and to be provided, by AAM; (ii) the historical performance of each Fund; (iii) the cost of the services provided and the profits realized by AAM or its affiliates from services rendered to the Funds as well as the estimated cost of the services to be provided by AAM and the profits expected to be realized by AAM from providing such services, including any other financial benefits enjoyed by AAM or its affiliates; (iv) comparative fee and expense data for the Funds and other investment companies with similar investment objectives, including a report prepared by Barrington Partners, an independent third party, that compares each Fund’s investment performance, fees and expenses to relevant market benchmarks and peer groups (the “Barrington Report”); (v) the extent to which any economies of scale realized by AAM in connection with its services to the Funds are, or will be, shared with Fund shareholders; and (vi) other factors the Board deemed to be relevant.

The Board also considered that the Adviser, along with other service providers of the Funds, had provided written and oral updates on the firm over the course of the year with respect to its role as investment adviser to the Funds, and the Board considered that information alongside the written materials presented at the Meeting in its consideration of whether the New Advisory Agreement should be approved. Among other things, representatives from the Adviser provided an overview of the Transaction and the effect it would have on the management of the Funds. Additionally, representatives from the Adviser provided an oral overview of the Funds’ strategies, the services provided to each Fund by the Adviser, and additional information about the Adviser’s personnel and business

The Board also considered other services provided by the Adviser to the Funds, including oversight of the Sub-Advisers, monitoring each Fund’s adherence to its investment restrictions and compliance with the Funds’ policies and procedures and applicable securities regulations, as well as monitoring the extent to which a Fund achieves its investment objective as an index fund or as an actively managed fund, as applicable. The Board also took into consideration the business, litigation, and regulatory risks to which the Adviser is subject as investment adviser to each Fund.

The Board noted that, for the one-year and since inception periods ended June 30, 2022, the Fund outperformed the median return of its Category Peer Group (US Fund Large Value) but underperformed its Peer Group, and, for the three-year period, the Fund underperformed both its Category Peer Group and Peer Group. The Board also noted that the Fund performed within the range of returns for the Selected Peer Group for the three-year period but underperformed each of the funds from the Selected Peer Group over the one-year period ended June 30, 2022. The funds included by the Adviser in the Selected Peer Group include domestic, large market capitalization dividend funds.

The Board noted that, for the one-year period ended June 30, 2022, the Fund outperformed the median return of its Peer Group and Category Peer Group (US Fund Diversified Emerging Markets), and, for the three-year and since inception periods, the Fund performed in line with the median return of its Peer Group and Category Peer Group. The Board also noted that the Fund generally performed within the range of the Selected Peer Group for the one- and three-year periods ended June 30, 2022. The funds included by the Adviser in the Selected Peer Group include emerging market dividend funds with management fees under 65 basis points.

The Board noted that, for the one-year period ended June 30, 2022, the Fund performed in line with the median return of its Peer Group and Category Peer Group (US Fund Foreign Large Value), but the Fund underperformed its Peer Group and Category Peer Group for the three-year and since inception periods. The Board also noted that the Fund generally performed within the range of the Selected Peer Group for the one-year period but underperformed each of the funds from the Selected Peer Group over the three-year period ended June 30, 2022. The funds included by the Adviser in the Selected Peer Group include passively managed, international dividend funds.

The Board noted that, for the one-year and since inception periods ended June 30, 2022, the Fund outperformed the median return of its Peer Group and Category Peer Group (US Fund Preferred Stock). The Board also noted that the Fund outperformed each of the funds in the Selected Peer Group for the one-year period ended June 30, 2022. The funds included by the Adviser in the Selected Peer Group include ETFs that invest in preferred securities.

The Board also considered that the Fund commenced operations on November 19, 2019, and thus had been operating for less than three years as of June 30, 2022, which was a relatively short period of time over which to evaluate the Fund’s performance and draw meaningful conclusions.

The Board also considered that the Fund commenced operations on August 25, 2021, and thus had been operating for slightly less than one year as of June 30, 2022, which was a relatively short period of time over which to evaluate the Fund’s performance and draw meaningful conclusions. Because the Fund did not have performance returns for a full one-year period, the Board did not evaluate the Fund’s returns relative to those of its Peer Group, Category Peer Group (US Fund Mid-Cap Blend) and Selected Peer Group, but the Board did consider the overall performance of the Peer Group, Category Peer Group and Selected Peer Group over the last five years. The funds included by the Adviser in the Selected Peer Group include small- and mid-cap dividend funds that focus on growth factors.

The Board compared each Fund’s net expense ratio to its Peer Group and Category Peer Group, as shown in the Barrington Report, and its Selected Peer Group.

The Board then considered the Adviser’s financial resources and information regarding the Adviser’s ability to support its management of the Funds and obligations under the unified fee arrangement, noting that the Adviser had provided its financial statements for the Board’s review. The Board also evaluated the compensation and benefits received, and expected to be received, by the Adviser from its relationship with the Funds, taking into account an analysis of the Adviser’s profitability, and expected profitability, with respect to each Fund at various actual and projected Fund asset levels.

The Board expressed the view that it currently appeared that the Adviser might realize economies of scale in managing the Funds as assets grow in size. The Board noted that, should the Adviser realize economies of scale in the future, the Board would evaluate whether those economies were appropriately shared with Fund shareholders, whether through the structure and amount of the fee or by other means.

VIA, located at 1125 Sanctuary Parkway, Suite 515, Alpharetta, Georgia 30009, was formed in 2014 and provides investment advisory services to ETFs, including SPDV, EEMD, DMDV, PFLD, and TRFM. VIA is a limited liability company and a wholly-owned subsidiary of Vident Financial, LLC. Vident Financial, LLC is a wholly-owned subsidiary of the Vident Investors’ Oversight Trust. Vince L. Birley, Brian Shepler, and Mohammad Baki serve as the trustees of the Vident Investors’ Oversight Trust. Vident Financial, LLC and Vident Investors’ Oversight Trust are located at the same address as VIA.

At the Meeting, the Board, including a majority of the Independent Trustees, determined that the approval of VIA to continue serving as the sub-adviser to SPDV, EEMD, DMDV, PFLD, and TRFM was in the best interest of such Funds and its respective shareholders, approved the New VIA Sub-Advisory Agreement, and recommended that it be submitted to the shareholders of each of SPDV, EEMD, DMDV, PFLD, and TRFM for approval.

The Current VIA Sub-Advisory Agreement was most recently approved by the Board, including a majority of the Independent Trustees, on April 21-22, 2022, and by the initial shareholder of each Fund, as follows:

Except for the term and dates of the VIA sub-advisory agreements, the Current VIA Sub-Advisory Agreement and the New VIA Sub-Advisory Agreement are identical in all material respects.

If Proposal 2 is approved by the shareholders of each of SPDV, EEMD, DMDV, PFLD, and TRFM, the New VIA Sub-Advisory Agreement is expected to become effective upon the closing of the Transaction. The Transaction is subject to customary closing conditions, including obtaining approval of all the new agreements by the Board of Trustees of the Trust and shareholders of each applicable Fund. If the shareholders of any Fund do not approve Proposal 1 and Proposal 2, as applicable, at the Special Meeting, a condition to the closing of the Transaction will not be satisfied and AAM will continue to serve as the investment adviser to each Fund and VIA will continue to serve as the investment sub-adviser to each of SPDV, EEMD, DMDV, PFLD, and TRFM pursuant to the Current Advisory Agreement and Current VIA Sub-Advisory Agreement, as applicable. Accordingly, if the Proposals are not approved by each Fund’s shareholders, as applicable, at the Special Meeting, the Board will take such action as it deems necessary and in the best interests of each Fund and its respective shareholders, which may include further solicitation of a Fund’s shareholders with respect to the Proposals, solicitation of the approval of different proposals, or the liquidation of one or more Funds.

Both the Current VIA Sub-Advisory Agreement and the New VIA Sub-Advisory Agreement may be terminated without penalty (i) by vote of a majority of the Board, (ii) by vote of a majority of the outstanding voting securities of each Fund, (iii) by the Adviser upon sixty (60) days’ written notice to VIA, or (iv) by VIA upon ninety (90) days’ written notice to the Adviser and the Board.

Mr. Wen serves as Portfolio Manager for VIA. Mr. Wen has been a Portfolio Manager of VIA since 2016 and has eight years of investment management experience. His focus at VIA is on portfolio management and trading, risk monitoring and investment analysis. Previously, he was an analyst for Vident Financial, LLC of VIA, beginning in 2014, working on the development and review of investment solutions. He began his career in 2011 as a State Examiner for the Georgia Department of Banking and Finance. Mr. Wen obtained a BA in Finance from the University of Georgia and holds the CFA designation.

Mr. Zayas serves as Portfolio Manager for VIA. Mr. Zayas has over 15 years of trading and portfolio management experience in global equity products and ETFs. He is SVP, Head of Portfolio Management and Trading. Mr. Zayas specializes in managing and trading of developed, emerging, and frontier market portfolios. Prior to joining VIA in 2017, he was a Portfolio Manager at Russell Investments for over $5 billion in quantitative strategies across global markets, including emerging, developed, and frontier markets and listed alternatives. Before that, he was an equity Portfolio Manager at BNY Mellon Asset Management, where he was responsible for $150 million in internationally listed global equity ETFs and assisted in managing $3 billion of global ETF assets. Mr. Zayas holds a BS in Electrical Engineering from Cornell University. He also holds the Chartered Financial Analyst designation.

No Trustee or officer of the Trust currently holds any position with VIA or its affiliated persons.

In considering the New VIA Sub-Advisory Agreement, the Board took into consideration (i) the nature, extent, and quality of the services provided, and to be provided, by VIA; (ii) the historical performance of each Fund; (iii) the cost of the services provided and the profits realized by VIA or its affiliates from services rendered to the Funds as well as the estimated cost of the services to be provided by VIA and the profits expected to be realized by VIA from providing such services, including any other financial benefits enjoyed by VIA or its affiliates; (iv) the extent to which any economies of scale realized by VIA in connection with its services to the Funds are, or will be, shared with Fund shareholders; and (v) other factors the Board deemed to be relevant.

The Board also considered that VIA, along with other service providers of the Funds, had provided written and oral updates on the firm over the course of the year with respect to its role as investment adviser to the Funds, and the Board considered that information alongside the written materials presented at the Meeting in its consideration of whether the New VIA Sub-Advisory Agreement should be approved. The Board then discussed the materials, as well as any other relevant information received by the Board at the Meeting and at prior meetings, including VIA’s 15(c) presentation at the July 21, 2022, quarterly Board meeting, and deliberated on the approval of the New VIA Sub-Advisory Agreement in light of this information. In its deliberations, the Board did not identify any single piece of information discussed below that was all-important or controlling.

The Board noted the responsibilities that VIA has as the Funds’ investment sub-adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of the Funds; determining the daily basket of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of the Funds’ shares conducted on a cash-in-lieu basis; oversight of general portfolio compliance with applicable securities laws, regulations, and investment restrictions; responsibility for quarterly reporting to the Board; and implementation of Board directives as they relate to the Funds. The Board also considered VIA’s resources and capacity with respect to portfolio management, compliance, and operations given the number of funds and/or accounts for which it provides sub-advisory services. The Board also took into consideration the business, litigation, and regulatory risks to which VIA is subject as investment sub-adviser to the applicable Fund.

The Board also noted that PFLD commenced operations less than three years before June 30, 2022, which was a relatively short period of time over which to evaluate the Fund’s performance and draw meaningful conclusions about its management.

The Board expressed the view that it currently appeared that VIA might realize economies of scale in managing the Funds as assets grow in size, noting that the Funds’ sub-advisory fee rates increase when Fund assets under management rise above specified levels. As a result, any benefits from the existing sub-advisory fee schedule would accrue to VIA; whereas, if the sub-advisory fee

Bahl & Gaynor, located at 255 East Fifth Street, Suite 2700, Cincinnati, Ohio 45202, was formed in 1990 and provides investment advisory services to institutional clients, high net worth individuals, mutual funds, and SMIG.

At the Meeting, the Board, including a majority of the Independent Trustees, determined that the approval of Bahl & Gaynor to continue serving as the sub-adviser to SMIG was in the best interest of the Fund and its shareholders, approved the New Bahl & Gaynor Sub-Advisory Agreement, and recommended that it be submitted to the shareholders of SMIG for approval.

The Current Bahl & Gaynor Sub-Advisory Agreement was most recently approved by the Board, including a majority of the Independent Trustees, on October 7, 2022, and by the initial shareholder of SMIG on August 24, 2021.

Except for the term and dates of the Bahl & Gaynor sub-advisory agreements, the Current Bahl & Gaynor Sub-Advisory Agreement and the New Bahl & Gaynor Sub-Advisory Agreement are identical in all material respects.

If Proposal 3 is approved by the shareholders of SMIG, the New Bahl & Gaynor Sub-Advisory Agreement is expected to become effective upon the closing of the Transaction. The Transaction is subject to customary closing conditions, including obtaining approval of all the new agreements by the Board of Trustees of the Trust and shareholders of each applicable Fund. If the shareholders of any Fund do not approve Proposal 1 and Proposal 3, as applicable, at the Special Meeting, a condition to the closing of the Transaction will not be satisfied and AAM will continue to serve as the investment adviser to each Fund and Bahl & Gaynor will continue to serve as the investment sub-adviser to SMIG pursuant to the Current Advisory Agreement and Current Bahl & Gaynor Sub-Advisory Agreement, as applicable. Accordingly, if the Proposals are not approved by each Fund’s shareholders, as applicable, at the Special Meeting, the Board will take such action as it deems necessary and in the best interests of each Fund and its respective shareholders, which may include further solicitation of a Fund’s shareholders with respect to the Proposals, solicitation of the approval of different proposals, or the liquidation of one or more Funds.

Both the Current Bahl & Gaynor Sub-Advisory Agreement and the New Bahl & Gaynor Sub-Advisory Agreement may be terminated without penalty (i) by vote of a majority of the Board, (ii) by vote of a majority of the outstanding voting securities of the Fund, (iii) by the Adviser upon sixty (60) days’ written notice to Bahl & Gaynor, or (iv) by Bahl & Gaynor upon ninety (90) days’ written notice to the Adviser and the Board.

Pursuant to an advisory fee agreement between the Adviser and Bahl & Gaynor (the “Bahl & Gaynor Advisory Fee Agreement”), with respect to the B&G Account Assets, in lieu of the foregoing sub-advisory fee, Bahl & Gaynor is paid a fee by the Adviser equal to (a) 0.60% (the management fee rate paid by SMIG to the Adviser) multiplied by the average net asset value of the B&G Account Assets, minus (b) SMIG’s total administration, accounting, transfer agency, custody, distributor, and Rule 24f-2 costs, fees, or expenses paid by the Adviser pursuant to the Advisory Agreement (collectively, the “Fund Expenses”), plus (c) the Fund Expenses calculated as if the Fund’s average daily net asset value was reduced by the average net asset value of the B&G Account Assets. The Bahl & Gaynor Advisory Fee Agreement will also automatically terminate upon the termination of the Current Advisory Agreement. The Board has approved a new advisory fee agreement that will be in effect upon approval of Proposal 3.

Scott D. Rodes, CFA, CIC is Vice President, Principal, and Portfolio Manager of Bahl & Gaynor. Mr. Rodes is responsible for portfolio management, investment research, and client service. Prior to joining Bahl & Gaynor in 2001, Mr. Rodes was a Vice President and Senior Portfolio Manager for Northern Trust in Chicago. Prior to joining Northern Trust in 1998, Mr. Rodes was a research analyst for Waddell & Reed in Kansas City. From 1989 through 1997, Mr. Rodes was an Assistant Vice President and Senior Portfolio Manager for Fifth Third Bank in Cincinnati. Mr. Rodes earned an M.B.A. from Xavier University and a B.E.M.E. from Vanderbilt University.

Robert S. Groenke is Vice President, Principal, and Portfolio Manager of Bahl & Gaynor. Mr. Groenke is responsible for portfolio management, investment research, and client service. Prior to joining Bahl & Gaynor in 2019, Mr. Groenke was Vice President and Research Analyst with Franklin Templeton Investments. Prior to joining Franklin Templeton in 2012, he served as Private Equity Associate with Industrial Growth Partners. Prior to joining Industrial Growth Partners in 2008, Mr. Groenke worked as an Investment Banking Analyst within the Technology Group at Thomas Wiesel Partners in New York. Mr. Groenke earned an M.B.A, with honors, from the University of Chicago and a B.A. from the University of Michigan.

No Trustee or officer of the Trust currently holds any position with Bahl & Gaynor or its affiliated persons.

In considering the New Bahl & Gaynor Sub-Advisory Agreement, the Board took into consideration (i) the nature, extent, and quality of the services provided, and to be provided, by Bahl & Gaynor; (ii) the historical performance of the Fund; (iii) the cost of the services provided and the profits realized by Bahl & Gaynor or its affiliates from services rendered to the Fund as well as the estimated cost of the services to be provided by Bahl & Gaynor and the profits expected to be realized by Bahl & Gaynor from providing such services, including any other financial benefits enjoyed by Bahl & Gaynor or its affiliates; (iv) the extent to which any economies of scale realized by Bahl & Gaynor in connection with its services to the Fund are, or will be, shared with the Fund’s shareholders; and (v) other factors the Board deemed to be relevant.

The Board also considered that Bahl & Gaynor, along with other service providers of the Funds, had provided written and oral updates on the firm over the course of the year with respect to its role as investment adviser to the Fund, and the Board considered that information alongside the written materials presented at the Meeting in its consideration of whether the New Bahl & Gaynor Sub-

The Board noted the responsibilities that Bahl & Gaynor has as the Fund’s investment sub-adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of the Fund; determining the daily basket of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of the Fund’s shares conducted on a cash-in-lieu basis; oversight of general portfolio compliance with applicable securities laws, regulations, and investment restrictions; responsibility for quarterly reporting to the Board; and implementation of Board directives as they relate to the Fund. The Board also considered Bahl & Gaynor’s resources and capacity with respect to portfolio management, compliance, and operations given the number of funds and/or accounts for which it provides sub-advisory services. The Board also took into consideration the business, litigation, and regulatory risks to which Bahl & Gaynor is subject as investment sub-adviser to the Fund.

The Board expressed the view that it currently appeared that Bahl & Gaynor might realize economies of scale in managing the Fund as assets grow in size, noting that the Fund’s sub-advisory fee rate increases when Fund assets under management rise above specified levels. As a result, any benefits from the existing sub-advisory fee schedule would accrue to Bahl & Gaynor; whereas, if the sub-advisory fee schedule included breakpoints, any benefits from an increase in assets under management would accrue to the Adviser due to its unified fee. Consequently, the Board determined that it would monitor advisory and sub-advisory fees as the Fund grows to determine whether economies of scale were being effectively shared with the Fund and its shareholders.

If sufficient votes are not received for each Proposal by the date of the Special Meeting, the Special Meeting may be adjourned with respect to such Proposal, once or more, by motion of the chair of the Special Meeting or by the vote of the holders of a majority of a Fund’s shares present at the Special Meeting in person or by proxy to permit further solicitation of proxies. If there is a vote to adjourn, persons named as proxies will vote all proxies in favor of adjournment that voted in favor of each Proposal and vote against adjournment all proxies that voted against each Proposal.

If a quorum is not present at the Special Meeting, or a quorum is present at the Special Meeting but sufficient votes to approve a Proposal are not received, the chair of the Special Meeting or the holders of a majority of a Fund’s shares present at the Special Meeting, in person or by proxy, may adjourn the Special Meeting with respect to such Proposal to permit further solicitation of proxies.

The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Notwithstanding anything to the contrary contained herein, no party to this Agreement shall be responsible or liable for its failure to perform under this Agreement or for any losses to the Assets resulting from any event beyond the reasonable control of such party or its agents, including, but not limited to, nationalization, expropriation, devaluation, seizure or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Assets; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts or war, terrorism, insurrection or revolution; or acts of God, or any other similar event. In no event, shall any party be responsible for incidental, consequential or punitive damages hereunder.

The provisions of this Section shall survive the termination of this Agreement.

The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided.

The Adviser shall indemnify and hold harmless the Sub-Adviser, the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses)

Notwithstanding anything to the contrary contained herein, no party to this Agreement shall be responsible or liable for its failure to perform under this Agreement or for any losses to the Assets resulting from any event beyond the reasonable control of such party or its agents, including, but not limited to, nationalization, expropriation, devaluation, seizure or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Assets; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts or war, terrorism, insurrection or revolution; or acts of God, or any other similar event. In no event, shall any party be responsible for incidental, consequential or punitive damages hereunder.

The provisions of this Section shall survive the termination of this Agreement.