Common use of Unused Fee Clause in Contracts

Unused Fee. At all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, the Borrower shall pay to the Administrative Agent, for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, (i) prior to the Investment Grade Pricing Effective Date, an unused line fee (the “Unused Fee”) equal to the Applicable Fee Rate times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (x) the Outstanding Amount of Revolving Credit Loans and (y) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17 and (ii) at all times on and after the Investment Grade Pricing Effective Date, a facility fee (the “Facility Fee”) equal to the Ratings-Based Applicable Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the Total Revolving Credit Outstandings), regardless of usage, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Revolving Credit Facility for purposes of determining the Unused Fee. Accrued Unused Fees pursuant to clause (i) above and accrued Facility Fees pursuant to clause (ii) above shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Restatement Effective Date, and on the last day of the Availability Period. The Unused Fee and Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate or the Ratings-Based Applicable Rate, as applicable, during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate or the Ratings-Based Applicable Rate, as the case may be, separately for each period during such quarter that such Applicable Fee Rate or Ratings-Based Applicable Rate was in effect.

Unused Fee. At all From and after the Closing Date, and during such times during in which the Availability Period, including at any time during which one or more Borrower does not have two (2) Investment Grade Ratings (and clause (a) of the conditions in Article IV is not metdefinition of “Applicable Percentage” shall be applicable), the Borrower shall agrees to pay to the Administrative Agent, Agent for the account ratable benefit of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, (i) prior to the Investment Grade Pricing Effective Date, Lenders an unused line fee (the “Unused Fee”) for each calendar quarter (or portion thereof) in an amount equal to (a) 0.35% (or 0.50% to the Applicable Fee Rate times extent that as of the actual daily amount by which the Revolving Credit Facility exceeds the sum beginning of (x) any day, the Outstanding Amount of Revolving Credit Loans and Obligations (yexcluding the amount of any then-outstanding Swing Line Loans) is less than 50% of the Aggregate Revolving Commitments), multiplied by (b) the amount by which the Aggregate Revolving Commitments exceed the sum of the Outstanding Amount of L/C ObligationsRevolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) as of the beginning of such day. To the extent applicable, subject to adjustment as provided in Section 2.17 and (ii) the Unused Fee shall accrue at all times on during the Commitment Period (and after the Investment Grade Pricing Effective Date, a facility fee (the “Facility Fee”) equal to the Ratings-Based Applicable Rate times the actual daily amount of the thereafter so long as Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the Total Revolving Credit OutstandingsObligations shall remain outstanding), regardless including periods during which the conditions to Extensions of usage, subject to adjustment as provided Credit in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall 4.02 may not be counted towards or considered usage of the Revolving Credit Facility for purposes of determining the Unused Fee. Accrued Unused Fees pursuant to clause (i) above met, and accrued Facility Fees pursuant to clause (ii) above shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and December, commencing with the first such date to occur after the Restatement Effective Closing Date, and on the last day Termination Date (and, if applicable, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii), (i) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii) any Unused Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Administrative Agent shall distribute the Unused Fee to the Lenders pro rata in accordance with the respective Revolving Commitments of the Availability Period. The Unused Fee and Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate or the Ratings-Based Applicable Rate, as applicable, during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate or the Ratings-Based Applicable Rate, as the case may be, separately for each period during such quarter that such Applicable Fee Rate or Ratings-Based Applicable Rate was in effectLenders.

Unused Fee. At all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, the The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender with a Revolving Credit Lender Commitment in accordance with its pro rata share thereof (i.e., according to such Lender’s Applicable Revolving Credit Percentage, (i) prior to the Investment Grade Pricing Effective Date, an unused line commitment fee (the “Unused Fee”) for the period commencing on the Commitment Effective Date in an amount equal to the product of (i) the Applicable Fee Rate times (ii) the actual daily amount by which the Revolving Credit Facility exceeds the sum of (x) the Outstanding Amount of Revolving Credit Loans and plus (y) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17 and (ii) . The Unused Fee shall accrue at all times on and after during the Investment Grade Pricing Effective Date, a facility fee (the “Facility Fee”) equal Availability Period with respect to the Ratings-Based Applicable Rate times the actual daily amount of the Revolving Credit Facility (orCommitments, if including at any time after the Revolving Credit Facility has terminated, on the Total Revolving Credit Outstandings), regardless of usage, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards Commitment Effective Date during which one or considered usage more of the Revolving Credit Facility for purposes of determining the Unused Fee. Accrued Unused Fees pursuant to clause (i) above applicable conditions in Article IV is not met, and accrued Facility Fees pursuant to clause (ii) above shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the Restatement Commitment Effective Date, and on the last day of the Availability PeriodMaturity Date. The Unused Fee and Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate or the Ratings-Based Applicable Rate, as applicable, Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate or the Ratings-Based Applicable Rate, as the case may be, Percentage separately for each period during such quarter that such Applicable Fee Rate or Ratings-Based Applicable Rate Percentage was in effect. For purposes hereof, (i) L/C Obligations shall be counted toward and considered as usage of the Revolving Credit Facility and (ii) Swing Line Loans shall not be counted toward or be considered as usage of the Revolving Credit Facility.

Unused Fee. At all times from and after the Closing Date and prior to the Investment Grade Pricing Effective Date, as may be applicable, the Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Revolving Commitment Percentage, an unused fee (the “Unused Fee”) equal to the product of (x) the Unused Fee Rate, multiplied by (y) the actual daily amount by which the Aggregate Revolving Commitments exceeds the sum of (i) the Outstanding Amount of Revolving Loans plus (ii) the Outstanding Amount of Letter of Credit Obligations, subject to adjustments as provided in Section 2.16. The Unused Fee shall accrue at all such times (prior to any Investment Grade Pricing Effective Date) during the Availability Revolving Commitment Period, including at any time during which one or more of the conditions in Article IV Section 5 is not met, the Borrower shall pay to the Administrative Agent, for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, (i) prior to the Investment Grade Pricing Effective Date, an unused line fee (the “Unused Fee”) equal to the Applicable Fee Rate times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (x) the Outstanding Amount of Revolving Credit Loans and (y) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17 and (ii) at all times on and after the Investment Grade Pricing Effective Date, a facility fee (the “Facility Fee”) equal to the Ratings-Based Applicable Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the Total Revolving Credit Outstandings), regardless of usage, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Revolving Credit Facility for purposes of determining the Unused Fee. Accrued Unused Fees pursuant to clause (i) above and accrued Facility Fees pursuant to clause (ii) above shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Restatement Effective Closing Date, and on the last day of the Availability Period. The Revolving Commitment Termination Date; provided that (1) no Unused Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and Facility (2) any Unused Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. As and when applicable hereunder, the Unused Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Unused Fee Rate or the Ratings-Based Applicable Rate, as applicable, during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Unused Fee Rate or the Ratings-Based Applicable Rate, as the case may be, separately for each period during such quarter that such Applicable Unused Fee Rate or Ratings-Based Applicable Rate was in effect. For purposes hereof and the calculation of the applicable Usage Percentage, Swingline Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitments.

Unused Fee. At all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, the Borrower shall agrees to pay to the Administrative Agent, for the account benefit of the Lenders an Unused Facility Fee for each Revolving Credit Lender calendar quarter, or portion thereof, during which any of the Commitments are in accordance with its Applicable Revolving Credit Percentageeffect, during the period commencing on the date hereof and continuing to but not including the Term Loan Conversion Date (in the event the Loan is converted into the Term Loan) or the Termination Date (in the event the Loan is not converted into the Term Loan), equal to the average daily unused portion of the Commitments during such quarter times one-eighth percent ( %) per annum; provided, however, that if the average daily unused portion of the Commitments is greater than fifty percent (50%) of the Commitment, during any quarter (or portion thereof for which such fee is computed), such Unused Facility Fee shall be equal to the sum of (i) prior to fifty percent (50%) of the Investment Grade Pricing Effective DateCommitments times one-eighth percent (1/8%) per annum, an unused line fee plus (ii) the “Unused Fee”) equal to the Applicable Fee Rate times the actual daily amount by which the Revolving Credit average daily unused portion of the Commitments exceeds fifty percent (50%) of the Commitments, times one-quarter percent (1/4%) per annum. Such Unused Facility Fee on the unused portion of the Commitments shall be payable quarterly in arrears on the first day of each December, March, June and September, commencing on December 1, 1996, and continuing regularly thereafter so long as the Commitment is in effect, and shall also be payable on the Term Loan Conversion Date or the Termination Date, as applicable. By way of illustration, the Unused Facility Fee for the calendar quarter ending on September 30 shall be due and payable on December 1. Borrower acknowledges that the Unused Facility Fees payable hereunder are bona fide commitment fees and are intended as reasonable compensation to Lenders for committing to make funds available to Borrower as described herein and for no other purposes. For purposes of this Section 2.8(a), the unused portion of the Commitments shall mean the amount by which the aggregate amount of the Commitments exceeds the sum of (x) the Outstanding Amount aggregate principal amount of Revolving Credit Loans and the outstanding Advances plus (y) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17 and (ii) at all times on and after the Investment Grade Pricing Effective Date, a facility fee (the “Facility Fee”) equal to the Ratings-Based Applicable Rate times the actual daily aggregate face amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the Total Revolving Credit Outstandings), regardless outstanding Letters of usage, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Revolving Credit Facility for purposes of determining the Unused Fee. Accrued Unused Fees pursuant to clause (i) above and accrued Facility Fees pursuant to clause (ii) above shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Restatement Effective Date, and on the last day of the Availability Period. The Unused Fee and Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate or the Ratings-Based Applicable Rate, as applicable, during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate or the Ratings-Based Applicable Rate, as the case may be, separately for each period during such quarter that such Applicable Fee Rate or Ratings-Based Applicable Rate was in effectCredit.

Unused Fee. At all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, the Borrower shall pay to the Administrative Agent, for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, (i) prior to the Investment Grade Pricing Effective Date, an unused line fee (the “Unused Fee”) equal to the Applicable Fee Rate times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (x) the Outstanding Amount of Revolving Credit Loans and (y) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17 and (ii) at all times on and after the Investment Grade Pricing Effective Date, a facility fee (the “Facility Fee”) equal to the Ratings-Based Applicable Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the Total Revolving Credit Outstandings), regardless of usage, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Revolving Credit Facility for purposes of determining the Unused Fee. Accrued Unused Fees pursuant to clause (i) above and accrued Facility Fees pursuant to clause (ii) above shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Restatement Effective Date, and on the last day of the Availability Period. 67 1" = "1" "US 170437103" "" US 170437103 The Unused Fee and Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate or the Ratings-Based Applicable Rate, as applicable, during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate or the Ratings-Based Applicable Rate, as the case may be, separately for each period during such quarter that such Applicable Fee Rate or Ratings-Based Applicable Rate was in effect.

Unused Fee. At all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, the Borrower shall agrees to pay to the Administrative Agent, for the account benefit of the Lenders an Unused Facility Fee for each Revolving Credit Lender calendar quarter, or portion thereof, during which any of the Commitments are in accordance with its Applicable Revolving Credit Percentageeffect, during the period commencing on the date hereof and continuing to but not including the Term Loan Conversion Date (in the event the Loan is converted into the Term Loan) or the Termination Date (in the event the Loan is not converted into the Term Loan), equal to the average daily unused portion of the Commitments during such quarter times one-eighth percent (_%) per annum; provided, however, that if the average daily unused portion of the Commitments is greater than fifty percent (50%) of the Commitment, during any quarter (or portion thereof for which such fee is computed), such Unused Facility Fee shall be equal to the sum of (i) prior to fifty percent (50%) of the Investment Grade Pricing Effective DateCommitments times one-eighth percent (1/8%) per annum, an unused line fee plus (ii) the “Unused Fee”) equal to the Applicable Fee Rate times the actual daily amount by which the Revolving Credit average daily unused portion of the Commitments exceeds fifty percent (50%) of the Commitments, times one-quarter percent (1/4%) per annum. Such Unused Facility Fee on the unused portion of the Commitments shall be payable quarterly in arrears on the first day of each December, March, June and September, commencing on December 1, 1996, and continuing regularly thereafter so long as the Commitment is in effect, and shall also be payable on the Term Loan Conversion Date or the Termination Date, as applicable. By way of illustration, the Unused Facility Fee for the calendar quarter ending on September 30 shall be due and payable on December 1. Borrower acknowledges that the Unused Facility Fees payable hereunder are bona fide commitment fees and are intended as reasonable compensation to Lenders for committing to make funds available to Borrower as described herein and for no other purposes. For purposes of this Section 2.8(a), the unused portion of the Commitments shall mean the amount by which the aggregate amount of the Commitments exceeds the sum of (x) the Outstanding Amount aggregate principal amount of Revolving Credit Loans and the outstanding Advances plus (y) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17 and (ii) at all times on and after the Investment Grade Pricing Effective Date, a facility fee (the “Facility Fee”) equal to the Ratings-Based Applicable Rate times the actual daily aggregate face amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the Total Revolving Credit Outstandings), regardless outstanding Letters of usage, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Revolving Credit Facility for purposes of determining the Unused Fee. Accrued Unused Fees pursuant to clause (i) above and accrued Facility Fees pursuant to clause (ii) above shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Restatement Effective Date, and on the last day of the Availability Period. The Unused Fee and Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate or the Ratings-Based Applicable Rate, as applicable, during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate or the Ratings-Based Applicable Rate, as the case may be, separately for each period during such quarter that such Applicable Fee Rate or Ratings-Based Applicable Rate was in effectCredit.

Unused Fee. At all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, the Borrower shall agrees to pay to the Administrative Agent, for the account benefit of the Lenders an Unused Facility Fee for each Revolving Credit Lender calendar quarter, or portion thereof, during which any of the Commitments are in accordance with its Applicable Revolving Credit Percentageeffect, during the period commencing on the date hereof and continuing to but not including the Term Loan Conversion Date (in the event the Loan is converted into the Term Loan) or the Termination Date (in the event the Loan is not converted into the Term Loan), equal to the average daily unused portion of the Commitments during such quarter times one-eighth percent (1/8%) per annum; provided, however, that if the average daily unused portion of the Commitments is greater than fifty percent (50%) of the Commitment, during any quarter (or portion thereof for which such fee is computed), such Unused Facility Fee shall be equal to the sum of (i) prior to fifty percent (50%) of the Investment Grade Pricing Effective DateCommitments times one-eighth percent (1/8%) per annum, an unused line fee plus (ii) the “Unused Fee”) equal to the Applicable Fee Rate times the actual daily amount by which the Revolving Credit average daily unused portion of the Commitments exceeds fifty percent (50%) of the Commitments, times one-quarter percent (1/4%) per annum. Such Unused Facility Fee on the unused portion of the Commitments shall be payable quarterly in arrears on the first day of each December, March, June and September, commencing on December 1, 1996, and continuing regularly thereafter so long as the Commitment is in effect, and shall also be payable on the Term Loan Conversion Date or the Termination Date, as applicable. By way of illustration, the Unused Facility Fee for the calendar quarter ending on September 30 shall be due and payable on December 1. Borrower acknowledges that the Unused Facility Fees payable hereunder are bona fide commitment fees and are intended as reasonable compensation to Lenders for committing to make funds available to Borrower as described herein and for no other purposes. For purposes of this Section 2.8(a), the unused portion of the Commitments shall mean the amount by which the aggregate amount of the Commitments exceeds the sum of (x) the Outstanding Amount aggregate principal amount of Revolving Credit Loans and the outstanding Advances plus (y) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17 and (ii) at all times on and after the Investment Grade Pricing Effective Date, a facility fee (the “Facility Fee”) equal to the Ratings-Based Applicable Rate times the actual daily aggregate face amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the Total Revolving Credit Outstandings), regardless outstanding Letters of usage, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Revolving Credit Facility for purposes of determining the Unused Fee. Accrued Unused Fees pursuant to clause (i) above and accrued Facility Fees pursuant to clause (ii) above shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Restatement Effective Date, and on the last day of the Availability Period. The Unused Fee and Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate or the Ratings-Based Applicable Rate, as applicable, during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate or the Ratings-Based Applicable Rate, as the case may be, separately for each period during such quarter that such Applicable Fee Rate or Ratings-Based Applicable Rate was in effectCredit.

Unused Fee. At From the date of this Agreement to the payment in full in cash of all times during the Availability PeriodObligations under this Agreement, including at any time during which one or more of the conditions in Article IV is not met, the Borrower shall pay to Bank an Unused Fee quarterly commencing on July 5, 2019, and on the Administrative Agent, for the account fifth day of each quarter thereafter. The Unused Fee payable to Bank shall be determined by multiplying the basis points per annum set forth in the Grid below times the unused amount of the Loan Amount each day during the relevant quarter or portion thereof. The Unused Fee shall be computed in the same manner as in Section 2.4 (Payment of Interest). Whenever any payment of the Unused Fee shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next Business Day. It is expressly understood that the Unused Fee herein described shall not be refundable under any circumstances. Tiered Utilization Fee Rate >75% 0 bps 51 – 75% 7.5 bps 0 – 50% 12.5 bps EXHIBIT 2.1 TO REVOLVING CREDIT AGREEMENT BETWEEN CAPITOL SERIES TRUST AND THE HUNTINGTON NATIONAL BANK Fund: Hedeker Strategic Appreciation Fund Date: March 15, 2019 LIST OF AUTHORIZED REPRESENTATIVES In accordance with Section 2.1(b) of that certain Revolving Credit Lender in accordance with its Applicable Revolving Credit PercentageAgreement dated March 15, (i) prior to the Investment Grade Pricing Effective Date, an unused line fee 2019 between Capitol Series Trust (the “Unused FeeBorrower”) equal to the Applicable Fee Rate times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (x) the Outstanding Amount of Revolving Credit Loans and (y) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17 and (ii) at all times on and after the Investment Grade Pricing Effective Date, a facility fee The Huntington National Bank (the “Facility FeeBank”), the Borrower hereby authorizes the Bank to act upon the telephonic and/or written instructions of the following authorized representatives of the Borrower: Borrower: Mxxxxxx X. Xxxxxx Investment Adviser: Mxxxxxx XxXxxxx, Portfolio Manager Cxxxxxxx Xxxx, Director of Operations Dxxx Xxxxxxx, Principal Custodian: Any and all officers and employees of Huntington National Bank. CAPITOL SERIES TRUST on behalf and for the benefit of those Funds listed on Exhibit 1.1 By: Name: Title: EXHIBIT 2.2 TO REVOLVING CREDIT AGREEMENT BETWEEN CAPITOL SERIES TRUST AND THE HUNTINGTON NATIONAL BANK PROMISSORY NOTE Capitol Series Trust, on behalf and for the benefit of Hedeker Strategic Appreciation Fund Indianapolis, IN $10,000,000 March 15, 2019 Capitol Series Trust, an Ohio business trust (the “Borrower”), on behalf and for the benefit of the Hedeker Strategic Appreciation Fund (the “Fund”), for value received, hereby promises to pay to the order of THE HUNTINGTON NATIONAL BANK (the “Bank”) equal at its offices, 40 Xxxxx Xxxxxxxxxxxx Xxxxxx, XXXX00, Xxxxxxxxxxxx, Xxxxxxx 00000, in lawful money of the United States of America and in immediately available funds, the principal sum of TEN MILLION AND NO/100 DOLLARS ($10,000,000) or the aggregate unpaid principal amount of all Loans made by the Bank to the Ratings-Based Applicable Rate times Borrower, whichever is less, pursuant to the actual daily amount terms of the Revolving Credit Facility Agreement of even date herewith by and between the Borrower and the Bank (oras the same may be amended, restated or otherwise modified from time to time the “Agreement”). Capitalized terms used herein without definition shall have the meanings given to them in the Agreement. The Borrower covenants that the funds borrowed by it from the Bank as evidenced by this Note shall be used solely for the benefit of the Fund. The principal balance hereof outstanding from time to time shall bear interest at the Interest Rate in effect from time to time. Interest on each Loan will accrue daily, will be calculated based on a 360-day year and charged for the actual number of days the principal balance is outstanding. All outstanding principal and interest shall be payable in accordance with the terms of the Agreement. Upon and during the continuance of an Event of Default, this Note shall bear interest (computed and adjusted in the same manner, and with the same effect, as interest hereon prior to maturity), at a rate per annum equal to three percent (3%) above the Interest Rate, until paid, and whether before or after the entry of judgment hereon. The principal amount of each Loan made by the Bank and the amount of each payment or prepayment made by the Borrower shall be recorded by the Bank on the schedules attached hereto or in the regularly maintained data processing records of the Bank. The aggregate unpaid principal amount of all Loans set forth in such schedules or in such records shall be presumptive evidence of the principal amount owing and unpaid on this Note. However, failure by the Bank to make any such entry shall not limit or otherwise affect the Borrower’s obligations under this Note or the Agreement. This Note is the Note referred to in the Agreement, and is entitled to the benefits, and is subject to the terms of the Agreement. This Note and the obligations evidenced hereby are secured by the Collateral described in the Pledge Agreement and are entitled to the benefits of the Pledge Agreement. The principal of this Note is payable and/or prepayable in the amounts and under the circumstances, and its maturity is subject to acceleration upon the terms, set forth in the Agreement. Except as otherwise expressly provided in the Agreement, if the Revolving Credit Facility has terminated, any payment on the Total Revolving Credit Outstandings), regardless of usage, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Revolving Credit Facility for purposes of determining the Unused Fee. Accrued Unused Fees pursuant to clause (i) above and accrued Facility Fees pursuant to clause (ii) above shall be this Note becomes due and payable quarterly on a day other than a Business Day, the maturity thereof shall be extended to the next Business Day, and interest shall be payable at the rate specified herein during such extension period. In no event shall the interest rate on this Note exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in arrears a final determination, deem applicable hereto. In the event that a court determines that the Bank has received interest and other charges under this Note in excess of the highest permissible rate applicable hereto, such excess shall be deemed received on account of the Borrower, and shall automatically be applied to reduce the amounts due to the Bank from the Borrower under this Note, other than interest, and the provisions hereof shall be deemed amended to provide for the highest permissible rate. If there are no such amounts outstanding, the Bank shall refund to the Borrower such excess. The Borrower and all endorsers, sureties, guarantors and other Persons liable on this Note, if any, hereby waive notice of non-payment, demand, presentment or protest in connection with the delivery, performance and enforcement of this Note; consent to one or more renewals or extensions of this Note; and generally waive any and all suretyship defenses and defenses in the nature thereof. This Note may not be changed orally, but only by an instrument in writing. This Note is being delivered in, is intended to be performed in, shall be construed and enforced in accordance with, and be governed by the laws of, the State of Ohio without regard to principles of conflict of laws. The Borrower agrees that the State and federal courts in Franklin County, Ohio or any other court in which the Bank initiates proceedings have exclusive jurisdiction over all matters arising out of this Note, and that service of process in any such proceeding shall be effective if mailed to the Borrower at its address described in the Notices section of the Agreement. BANK AND BORROWER HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER BANK OR BORROWER AGAINST THE OTHER ARISING OUT OF THIS NOTE. Borrower authorizes any attorney at law to appear in any court of record in the State of Ohio or in any other state or territory of the United States of America after the loan evidenced by this Note becomes due, whether by acceleration or otherwise, to waive the issuing and service of process, and to confess judgment against the Borrower in favor of the Bank for the amount then appearing due on this Note, together with costs of suit, and thereupon to waive all errors and all rights of appeal and stays of execution. The Borrower waives any conflict of interest that an attorney hired by the Bank may have in acting on the last Business Day Borrower’s behalf in confessing judgment against the Borrower while such attorney is retained by the Bank. The Borrower expressly consents to such attorney acting for Borrower in confessing judgment and to such attorney’s fee being paid by the Bank or deducted from the proceeds of each Marchcollection of this Note or Collateral security therefor. WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, JuneFAULTY GOODS, September FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. CAPITOL SERIES TRUST on behalf of Hedeker Strategic Appreciation Fund By: Name: Title: EXHIBIT 3.1 TO REVOLVING CREDIT AGREEMENT BETWEEN CAPITOL SERIES TRUST AND THE HUNTINGTON NATIONAL BANK FORM OF CERTIFICATE OF BORROWER Date: March 15, 2019 CAPITOL SERIES TRUST CERTIFICATE OF BORROWER Re: Hedeker Strategic Appreciation Fund $10,000,000 Financing From The Huntington National Bank The undersigned does hereby certify that he is the duly elected, qualified and Decemberacting President of Capitol Series Trust, commencing with an Ohio business trust (the first such date to occur after the Restatement Effective Date“Borrower”), and on the last day of the Availability Period. The Unused Fee and Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate or the Ratings-Based Applicable Rate, undersigned does hereby further certify as applicable, during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate or the Ratings-Based Applicable Rate, as the case may be, separately for each period during such quarter that such Applicable Fee Rate or Ratings-Based Applicable Rate was in effect.follows:

Unused Fee. At PRA shall pay to the Administrative Agent, (i) for the account of each Domestic Revolving A Lender in accordance with its Applicable Percentage, an unused line fee at a rate per annum equal to the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Domestic Revolving A Commitments exceed the sum of (y) the Outstanding Amount of Domestic Revolving A Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15, and (ii) for the account of each Multi Currency Revolving B Lender in accordance with its Applicable Percentage, an unused line fee at a rate per annum equal to the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Multi Currency Revolving B Commitments exceed the Outstanding Amount of Multi Currency Revolving B Loans (the fee payable pursuant to clauses (i) and (ii), the “Unused Fee”). The Unused Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV V is not met, the Borrower shall pay to the Administrative Agent, for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, (i) prior to the Investment Grade Pricing Effective Date, an unused line fee (the “Unused Fee”) equal to the Applicable Fee Rate times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (x) the Outstanding Amount of Revolving Credit Loans and (y) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17 and (ii) at all times on and after the Investment Grade Pricing Effective Date, a facility fee (the “Facility Fee”) equal to the Ratings-Based Applicable Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the Total Revolving Credit Outstandings), regardless of usage, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Revolving Credit Facility for purposes of determining the Unused Fee. Accrued Unused Fees pursuant to clause (i) above and accrued Facility Fees pursuant to clause (ii) above shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Restatement Effective Closing Date, and on the last day Maturity Date; provided, that (A) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Unused Fee accrued with respect to the Availability PeriodCommitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by PRA so long as such Lender shall be a Defaulting Lender. The Unused Fee and Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate or the Ratings-Based Applicable Rate, as applicable, during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate or the Ratings-Based Applicable Rate, as the case may be, separately for each period during such quarter that such Applicable Fee Rate or Ratings-Based Applicable Rate was in effect. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Domestic Revolving A Commitments.

Unused Fee. At all times during Beginning on the Availability Period, including at any time during which one or more date that is sixty (60) days after the Agreement Effective Date (the “Unused Fee Commencement Date”) and until the earlier of (i) the date that Advances of the conditions applicable Aggregate Commitments have been fully funded, (ii) the Final Loan Availability Date and (iii) the date of any termination of the Aggregate Commitments in Article IV is not metrespect of any Tranche in their entirety, the Borrower shall agrees to pay to the Administrative Agent, Agent for the ratable account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, (i) prior to the Investment Grade Pricing Effective Date, Lenders an unused line fee Unused Fee (the “Unused Fee”) equal computed on a daily basis by multiplying the Percentage applicable to such day (as set forth on the Applicable Fee Rate Leverage Based Pricing Schedule or the Ratings Based Pricing Schedule, as applicable on such day), expressed as a per diem rate, times the actual daily amount by which the Revolving Credit Facility Aggregate Commitments in respect of such Tranche (excluding the Commitment of any Defaulting Lender) in effect on such day exceeds the sum of (x) the Outstanding Amount of Revolving Credit Loans and (y) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17 and (ii) at all times on and after the Investment Grade Pricing Effective Date, a facility fee (the “Facility Fee”) equal to the Ratings-Based Applicable Rate times the actual daily outstanding amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, Advances in respect of such Tranche on the Total Revolving Credit Outstandings), regardless of usage, subject to adjustment as provided in Section 2.17such day. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans The Unused Fee shall not be counted towards or considered usage of the Revolving Credit Facility for purposes of determining the Unused Fee. Accrued Unused Fees pursuant to clause payable (i) above and accrued Facility Fees pursuant to clause (ii) above shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing fiscal quarter (beginning with the first such date to occur full fiscal quarter ending after the Restatement Effective Unused Fee Commencement Date), and (ii) with respect to any Tranche, on the last day date the final Advance under such Tranche is made hereunder and (iii) on the Final Loan Availability Date (or, if earlier, the date of any termination of the Availability PeriodAggregate Commitments in respect of such Tranche in their entirety). Following its receipt of any such Unused Fee, Administrative Agent shall promptly pay to each Lender (other than Defaulting Lenders) an amount equal to such Lender's applicable Percentage of the Unused Fee, based on such Lender's Commitments on such day. The Unused Fee and Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate or the Ratings-Based Applicable Rate, as applicable, during any quarter, the actual daily amount shall be computed on a 360 day year, and multiplied by actual days elapsed. The Borrower acknowledges that the Applicable Fee Rate or Unused Fees payable hereunder are bona fide commitment fees and the Ratings-Based Applicable Rate, intended and reasonable compensation to the Lenders for committing to make funds available to the Borrower as the case may be, separately described herein and for each period during such quarter that such Applicable Fee Rate or Ratings-Based Applicable Rate was in effectno other purposes.

Unused Fee. At (i) PRA shall pay to the Administrative Agent, (x) for the account of each Domestic Revolving Lender in accordance with its Applicable Percentage, an unused line fee at a rate per annum equal to the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Domestic Revolving Commitments exceed the sum of (y) the Outstanding Amount of Domestic Revolving Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15, (y) for the account of each Multi Currency Revolving Lender in accordance with its Applicable Percentage, an unused line fee at a rate per annum equal to the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Multi Currency Revolving Commitments exceed the Outstanding Amount of Multi Currency Revolving Loans and (ii) the Canadian Borrower shall pay to the Canadian Administrative Agent, for the account of each Canadian Revolving Lender in accordance with its Applicable Percentage, an unused line fee at a rate per annum equal to the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Canadian Revolving Commitments exceed the Outstanding Amount of Canadian Revolving Loans (the fees payable pursuant to clauses (i) and (ii), collectively, the “Unused Fee”). The Unused Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV V is not met, the Borrower shall pay to the Administrative Agent, for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, (i) prior to the Investment Grade Pricing Effective Date, an unused line fee (the “Unused Fee”) equal to the Applicable Fee Rate times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (x) the Outstanding Amount of Revolving Credit Loans and (y) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17 and (ii) at all times on and after the Investment Grade Pricing Effective Date, a facility fee (the “Facility Fee”) equal to the Ratings-Based Applicable Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the Total Revolving Credit Outstandings), regardless of usage, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Revolving Credit Facility for purposes of determining the Unused Fee. Accrued Unused Fees pursuant to clause (i) above and accrued Facility Fees pursuant to clause (ii) above shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Restatement Effective Date, on the date of any reduction of the Domestic Revolving Commitments, the Multi Currency Revolving Commitments or the Canadian Revolving Commitments and on the last day Maturity Date; provided, that (A) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Unused Fee accrued with respect to the Availability PeriodCommitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by PRA so long as such Lender shall be a Defaulting Lender. The Unused Fee and Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate or the Ratings-Based Applicable Rate, as applicable, during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate or the Ratings-Based Applicable Rate, as the case may be, separately for each period during such quarter that such Applicable Fee Rate or Ratings-Based Applicable Rate was in effect. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Domestic Revolving Commitments.

Unused Fee. At all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, the Borrower shall pay to the Administrative Agent, for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, (i) prior to the Investment Grade Pricing Effective Date, an unused line fee (the “Unused Fee”) equal to the Applicable Fee Rate times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (x) the Outstanding Amount of Revolving Credit Loans and (y) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17 and (ii) at all times on and after the Investment Grade Pricing Effective Date, a facility fee (the “Facility Fee”) equal to the Ratings-Based Applicable Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the Total Revolving Credit Outstandings), regardless of usage, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Revolving Credit Facility for purposes of determining the Unused Fee. Accrued Unused Fees pursuant to clause (i) above and accrued Facility Fees pursuant to clause (ii) above shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Restatement Effective Date, and on the last day of the Availability Period. The Unused Fee and Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate or the Ratings-Based Applicable Rate, as applicable, during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate or the Ratings-Based Applicable Rate, as the case may be, separately for each period during such quarter that such Applicable Fee Rate or Ratings-Based Applicable Rate was in effect.the