0001580642-22-000510 Sample Contracts

AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • January 28th, 2022 • Capitol Series Trust • Ohio

This Agreement, dated March 14, 2019, as amended and restated January 28, 2022, is between Capitol Series Trust (the “Trust”), an Ohio business trust, Guardian Capital LP (the “Advisor”), a limited partnership organized under the laws of the Province of Ontario, Canada, 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
Capitol Series Trust • January 28th, 2022 • Capitol Series Trust

THIS AGREEMENT is made and entered into as of December 8, 2021, by and between Capitol Series Trust (the “Trust”), on behalf of its series portfolios as set forth on Appendix A (each a “Fund”), and Alta Capital Management, LLC (the “Adviser”), a Utah limited liability company.

CAPITOL SERIES TRUST INVESTMENT ADVISORY AGREEMENT
Capitol Series Trust • January 28th, 2022 • Capitol Series Trust • Ohio

This AGREEMENT is made effective as of January 28, 2022, 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 Guardian Capital LP, a limited partnership organized under the laws of the Province of Ontario, Canada, with its principal office and place of business at 199 Bay Street, Suite 3100, Toronto, Ontario, M5L1E8 (the “Adviser”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • January 28th, 2022 • Capitol Series Trust • Ohio

THIS SUB-ADVISORY AGREEMENT (“Agreement”) is made as of January 28, 2022 (the “Effective Date”), by and between Guardian Capital LP, a limited partnership organized under the laws of the Province of Ontario, Canada, with its principal office and place of business at 199 Bay Street, Suite 3100, Toronto, Ontario, M5L1E8 (“Manager”), and GuardCap Asset Management Limited a company incorporated and registered in the United Kingdom (no. 04667528), having its registered office at 6th Floor, 11 Charles II Street, St. James’s, London SW1Y 4NS (“Sub-Adviser”).

CAPITOL SERIES TRUST EXPENSE LIMITATION AGREEMENT
Capitol Series Trust • January 28th, 2022 • Capitol Series Trust

THIS AGREEMENT is made and entered into as of January 28, 2022, by and between Capitol Series Trust (the “Trust”), on behalf of its series portfolios as set forth on Appendix A (each a “Fund”), and Guardian Capital LP (the “Adviser”), a limited partnership organized under the laws of the Province of Ontario, Canada.

TWENTY-THIRD AMENDMENT to MASTER SERVICES Agreement Between CAPITOL SERIES Trust and Ultimus FUND SOLUTIONS, LLC
Master Services Agreement • January 28th, 2022 • Capitol Series Trust

This twenty-third amendment (the “Amendment”) effective as of December 18, 2021, revises the Master Services Agreement (the “Agreement”), dated December 21, 2016, between Capitol Series Trust (The “Trust”), an Ohio business trust, and Ultimus Fund Solutions, LLC (“Ultimus”), an Ohio limited liability company, and revises the Fund Accounting and Fund Administration Fee Letters and Transfer Agent and Shareholder Services Fee Letters, dated December 18, 2018, as previously amended, between the Trust and Ultimus (collectively, the “Parties”) on behalf of the Alta Quality Growth Fund, Guardian Capital Fundamental Global Equity Fund and the Guardian Capital Dividend Growth Fund (the “Guardian Funds”).

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