Common use of Regulatory Affairs and Corporate Governance Clause in Contracts

Regulatory Affairs and Corporate Governance. ­ Assist Trust counsel in the preparation and filing of post-effective amendments to the Trust's registration statement on Form N-lA and supplements as needed. ­ Administer shareholder meetings, and assist Trust counsel in the preparation and filing of proxy materials. ­ Prepare Board materials for all Board meetings. ­ Assist in the acquisition of errors and omissions insurance coverage and make any related regulatory filings. ­ File copies of financial reports to shareholders with the SEC under Rule 30b2-1. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. These services do not include correcting, verifying or addressing any prior actions or inactions by any Fund or by any prior service provider. To the extent the Administrator agrees to take such action, those actions taken shall be deemed part of the Exhibit C. Additionally, the Trustees of the Trust shall cause the officers, advisor, distributor, legal counsel, independent accountants, custodian, fund accountant and transfer agent for the Funds to cooperate with the Administrator and to provide the Administrator, upon request, with such information, documents and advice relating to the Trust and/or the Funds as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties. EXHIBIT D to Mutual Fund Services Agreement

Regulatory Affairs and Corporate Governance. ­ Assist Trust counsel in the preparation and filing of post-effective amendments to the Trust's registration statement on Form N-lA and supplements as needed. ­ • Administer shareholder meetings, and assist Trust counsel in the preparation and filing of proxy materials. ­ • Prepare Board materials for all Board meetings. ­ • Assist in the acquisition of errors and omissions insurance coverage and make any related regulatory filings. ­ • File copies of financial reports to shareholders with the SEC under Rule 30b2-1. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. These services do not include correcting, verifying or addressing any prior actions or inactions by any Fund or by any prior service provider. To the extent the Administrator agrees to take such action, those actions taken shall be deemed part of the Exhibit C. Additionally, the Trustees of the Trust shall cause the officers, advisor, distributor, legal counsel, independent accountants, custodian, fund accountant and transfer agent for the Funds to cooperate with the Administrator and to provide the Administrator, upon request, with such information, documents and advice relating to the Trust and/or the Funds as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties. EXHIBIT D to Mutual Fund Services Agreement

Regulatory Affairs and Corporate Governance. ­ Assist Trust counsel in the preparation and filing of post-effective amendments to the Trust's registration statement on Form N-lA and supplements as needed. ­ • Administer shareholder meetings, and assist Trust counsel in the preparation and filing of proxy materials. ­ • Prepare Board materials for all Board meetings. ­ • Assist in the acquisition of errors and omissions insurance coverage and make any related regulatory filings. ­ • File copies of financial reports to shareholders with the SEC under Rule 30b2-1. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. These services do not include correcting, verifying or addressing any prior actions or inactions by any Fund or by any prior service provider. To the extent the Administrator agrees to take such action, those actions taken shall be deemed part of the Exhibit C. Additionally, the Trustees of the Trust shall cause the officers, advisor, distributor, legal counsel, independent accountants, custodian, fund accountant and transfer agent for the Funds to cooperate with the Administrator and to provide the Administrator, upon request, with such information, documents and advice relating to the Trust and/or the Unified Fund Services, Inc. 9/25/08 Valued Advisers Trust. - 19 Funds as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties. Unified Fund Services, Inc. 9/25/08 Valued Advisers Trust. - 20 EXHIBIT D to Mutual Fund Services Agreement

Regulatory Affairs and Corporate Governance. ­ Assist Trust counsel in the preparation and filing of post-effective amendments to the Trust's registration statement on Form N-lA and supplements as needed. ­ · Administer shareholder meetings, and assist Trust counsel in the preparation and filing of proxy materials. ­ · Prepare Board materials for all Board meetings. ­ · Assist in the acquisition of errors and omissions insurance coverage and make any related regulatory filings. ­ · File copies of financial reports to shareholders with the SEC under Rule 30b2-1. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. These services do not include correcting, verifying or addressing any prior actions or inactions by any Fund or by any prior service provider. To the extent the Administrator agrees to take such action, those actions taken shall be deemed part of the Exhibit C. Additionally, the Trustees of the Trust shall cause the officers, advisor, distributor, legal counsel, independent accountants, custodian, fund accountant and transfer agent for the Funds to cooperate with the Administrator and to provide the Administrator, upon request, with such information, documents and advice relating to the Trust and/or the Funds as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties. EXHIBIT D to Mutual Fund Services Agreement

Regulatory Affairs and Corporate Governance. ­ Assist Trust counsel in the preparation and filing of post-effective amendments to the Trust's ’s registration statement on Form N-lA and supplements as needed. ­ • Administer shareholder meetings, and assist Trust counsel in the preparation and filing of proxy materials. ­ • Prepare Board materials for all Board meetings. ­ • Assist in the acquisition of errors and omissions insurance coverage and make any related regulatory filings. ­ • File copies of financial reports to shareholders with the SEC under Rule 30b2-1. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. These services do not include correcting, verifying or addressing any prior actions or inactions by any Fund or by any prior service provider. To the extent the Administrator agrees to take such action, those actions taken shall be deemed part of the Exhibit C. Additionally, the Trustees of the Trust shall cause the officers, advisor, distributor, legal counsel, independent accountants, custodian, fund accountant and transfer agent for the Funds to cooperate with the Administrator and to provide the Administrator, upon request, with such information, documents and advice relating to the Trust and/or the Funds as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties. Huntington Asset Services, Inc. Xxxxx Asset Management, Inc. Valued Advisers Trust- 18 EXHIBIT D to Mutual Fund Services Agreement

Regulatory Affairs and Corporate Governance. ­ Assist Trust Company counsel in the preparation and filing of post-effective amendments to the Trust's Company’s registration statement on Form N-lA N-1A and supplements as needed. ­ • Administer shareholder meetings, and assist Trust Company counsel in the preparation and filing of proxy materials. ­ • Prepare Board materials for all Board meetings. ­ • Assist in the acquisition of errors and omissions insurance coverage and make any related regulatory filings. ­ • File copies of financial reports to shareholders with the SEC under Rule 30b2-1. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. These services do not include correcting, verifying or addressing any prior actions or inactions by any Fund or by any prior service provider. To the extent the Administrator agrees to take such action, those actions taken shall be deemed part of the Exhibit C. Additionally, the Trustees Directors of the Trust Company shall cause the officers, advisor, distributor, legal counsel, independent accountants, custodian, fund accountant and transfer agent for the Funds to cooperate with the Administrator and to provide the Administrator, upon request, with such information, documents and advice relating to the Trust Company and/or the Funds as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties. Huntington Asset Services, Inc. Spirit of America- 18 EXHIBIT D to Mutual Fund Services Agreement

Regulatory Affairs and Corporate Governance. ­ Assist Trust counsel in the preparation and filing of post-effective amendments to the Trust's registration statement on Form N-lA and supplements as needed. ­ Administer shareholder meetings, and assist Trust counsel in the preparation and filing of proxy materials. ­ Prepare Board materials for all Board meetings. ­ Assist in the acquisition of errors and omissions insurance coverage and make any related regulatory filings. ­ File copies of financial reports to shareholders with the SEC under Rule 30b2-1. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. These services do not include correcting, verifying or addressing any prior actions or inactions by any Fund or by any prior service provider. To the extent the Administrator agrees to take such action, those actions taken shall be deemed part of the Exhibit C. Additionally, the Trustees of the Trust shall cause the officers, advisor, distributor, legal counsel, independent accountants, custodian, fund accountant and transfer agent for the Funds to cooperate with the Administrator and to provide the Administrator, upon request, with such information, documents and advice relating to the Trust and/or the Funds as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties. Huntington Asset Services, Inc. Longview Capital Management, LLCValued Advisers Trust- EXHIBIT D to Mutual Fund Services Agreement

Regulatory Affairs and Corporate Governance. ­ Assist Trust counsel in the preparation and filing of post-effective amendments to the Trust's registration statement on Form N-lA and supplements as needed. ­ • Administer shareholder meetings, and assist Trust counsel in the preparation and filing of proxy materials. ­ • Prepare Board materials for all Board meetings. ­ • Assist in with the acquisition review and monitoring of fidelity bond and errors and omissions insurance coverage and make any related regulatory filings. ­ • File copies of financial reports to shareholders with the SEC under Rule 30b2-1. The duties of the Fund Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. These services do not include correcting, verifying or addressing any prior actions or inactions by the Trust or any Fund Portfolio or by any prior service provider. To the extent the Administrator agrees to take such action, those actions taken shall be deemed part of the Exhibit Schedule C. Additionally, the Trustees directors of the Trust shall cause the officers, advisor, distributor, legal counsel, independent accountants, custodian, fund accountant and transfer agent for the Funds Trust to cooperate with the Administrator and to provide the Administrator, upon request, with such information, documents and advice relating to the Trust and/or and the Funds Portfolios as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties. EXHIBIT D to Mutual Fund Services Agreement