0001398344-19-017353 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • October 1st, 2019 • Capitol Series Trust • Ohio

This Agreement, dated September 10, 2019 is between Capitol Series Trust (the “Trust”), an Ohio business trust, Cornerstone Capital, Inc. (the “Advisor”), a corporation organized under the laws of the State of Delaware and Ultimus Fund Distributors, LLC (“Distributor”), a limited liability company organized under the laws of the State of Ohio.

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CAPITOL SERIES TRUST EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • October 1st, 2019 • Capitol Series Trust

THIS AGREEMENT is made and entered into as of September 10, 2019, by and between Capitol Series Trust (the “Trust”), on behalf of its series portfolios as set forth on Appendix A (each a “Fund”), and Cornerstone Capital, Inc. (the “Adviser”), a corporation organized under the laws of the State of Delaware.

CAPITOL SERIES TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 1st, 2019 • Capitol Series Trust • Ohio

This AGREEMENT is made effective as of September 10, 2019, by and between Capitol Series Trust (the “Trust”), an Ohio business trust, with its principal office and place of business at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio, 45246, and Cornerstone Capital, Inc., a corporation organized under the laws of the State of Delaware, with its principal office and place of business at 550 Fifth Avenue, 11th Floor, New York, NY 10036 (the “Adviser”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 1st, 2019 • Capitol Series Trust • New York

THIS SUB-ADVISORY AGREEMENT (“Agreement”) is made as of September 10, 2019 (the “Effective Date”), by and between Cornerstone Capital, Inc., a C Corporation organized under the laws of the State of Delaware (“Manager”), and Schroder Investment Management North America Inc., a corporation organized under the laws of Delaware (“Sub-Adviser”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 1st, 2019 • Capitol Series Trust • Ohio

THIS SUB-ADVISORY AGREEMENT (“Agreement”) is made as of September 30, 2019 (the “Effective Date”), by and between Cornerstone Capital, Inc., a registered investment advisor organized under the laws of the State of Delaware (“Manager”), and KBI Global Investors (North America) Ltd, a registered investment advisor organized under the laws of Ireland, with registration number 343450 (“Sub-Adviser”).

CUSTODY AGREEMENT
Custody Agreement • October 1st, 2019 • Capitol Series Trust • Ohio

THIS CUSTODY AGREEMENT (“Agreement”), dated as of September 10, 2019, is entered into by and between THE HUNTINGTON NATIONAL BANK, a national bank organized under the laws of the United States (the “Custodian” or “Bank”), and Capitol Series Trust, a business trust formed under the laws of the State of Ohio (the “Company”).

Sixth Amendment to the Compliance Consulting Agreement Between Capitol Series trust and Ultimus Fund Solutions, LLC
Compliance Consulting Agreement • October 1st, 2019 • Capitol Series Trust

This sixth amendment (the “Amendment”) dated as of September 10, 2019, to the Compliance Consulting Agreement (“Agreement”) dated December 21, 2016, as amended, is made by and between Capitol Series Trust and Ultimus Fund Solutions, LLC (collectively, the “Parties”).

ELEVENTH AMENDMENT to the MASTER SERVICES AGREEMENT between CAPITOL SERIES TRUST and ULTIMUS FUND SOLUTIONS, LLC
Master Services Agreement • October 1st, 2019 • Capitol Series Trust

This eleventh amendment (the “Amendment”) dated as of September 10, 2019, to the Master Services Agreement dated December 21, 2016 (the “Agreement”) is made by and among Capitol Series Trust and Ultimus Fund Solutions, LLC (collectively, the “Parties”).

SUB-SUB-ADVISORY AGREEMENT
Sub-Sub-Advisory Agreement • October 1st, 2019 • Capitol Series Trust • New York

THIS SUB-SUB-ADVISORY AGREEMENT (“Agreement”) is made as of September 10, 2019 (the “Effective Date”), by and between SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., a Corporation organized under the laws of the State of Delaware with its principal place of business at 7 Bryant Park, 19th Floor, New York 10018 (“Manager”), and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA LIMITED, a UK corporation with its principal place of business at 1 London Wall Place, London, UK EC2Y 5AU (“Sub-Adviser”).

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