0001140361-17-016889 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • April 26th, 2017 • Fiera Capital Series Trust • Delaware

THIS AGREEMENT is made and entered into as of ___________, 2017, by and between Fiera Capital Series Trust, a Delaware statutory trust (the “Client”) on behalf of each of the Funds (as defined below), severally and not jointly, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).

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FORESIDE FUND SERVICES, LLC DEALER AGREEMENT
Dealer Agreement • April 26th, 2017 • Fiera Capital Series Trust • Delaware

As the distributor of the shares (“Shares”) of each investment company portfolio (each a “Fund”, and together, the “Funds”), of the investment company or companies referenced above (“Company”) which may be amended by us from time to time, Foreside Fund Services, LLC (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words and “Dealer” refer to the dealer executing this agreement, including its associated persons.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 26th, 2017 • Fiera Capital Series Trust • New York

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 25th day of April, 2017, by and between Fiera Capital Series Trust, a Delaware statutory trust (the “Trust”), on behalf of Fiera Capital Global Equity Focused Fund (the “Fund”), the sole initial series of the Trust, and Fiera Capital Inc., a Delaware corporation (the “Investment Adviser”).

SELLING GROUP MEMBER AGREEMENT
Selling Group Member Agreement • April 26th, 2017 • Fiera Capital Series Trust • Delaware

As the distributor of the shares (“Shares”) of each investment company portfolio (each, a “Fund”, and together, the “Funds”), of the investment company or companies referenced above and covered hereunder (collectively, “Company”) which may be amended by us from time to time, Foreside Fund Services, LLC (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the intermediary executing this agreement, including its associated persons.

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF FIERA CAPITAL SERIES TRUST a Delaware Statutory Trust Principal Place of Business: 375 Park Avenue, 8th Floor New York, New York 10152
Agreement and Declaration of Trust • April 26th, 2017 • Fiera Capital Series Trust • Delaware

THIS AMENDED AND RESTATED DECLARATION OF TRUST (the "Declaration") is made and entered into as of the date set forth below by the undersigned (the " Trustee").

FIERA CAPITAL SERIES TRUST EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • April 26th, 2017 • Fiera Capital Series Trust • New York

THIS EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT is made as of the 25th day of April, 2017 by and between Fiera Capital Series Trust (the "Trust"), on behalf of its series known as Fiera Capital Global Equity Focused Fund (the “Fund”) and Fiera Capital Inc. (the "Adviser"):

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