TWENTY-FIRST AMENDMENT to MASTER SERVICES Agreement Between CAPITOL SERIES Trust and Ultimus FUND SOLUTIONS, LLC
TWENTY-FIRST AMENDMENT
to
Between
CAPITOL SERIES Trust
and
Ultimus FUND SOLUTIONS, LLC
This twenty-first amendment (the “Amendment”) revises the Master Services Agreement, dated December 21, 2016, between Capitol Series Trust (The “Trust”), and Ultimus Fund Solutions, LLC (“Ultimus”), an Ohio limited liability company, and revises the Fund Accounting Fee Letter, Fund Administration Fee Letter and Transfer Agent and Shareholder Services Fee Letter, each dated December 19, 2018, between the Trust and Ultimus (collectively, the “Parties”) on behalf of the ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Behavioral Small-Cap Equity Fund, the ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Behavioral Small-Cap Growth Fund, the ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Behavioral Mid-Cap Value Fund, the ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Behavioral Unconstrained Equity Fund, the ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Behavioral Small-Mid Core Equity Fund and the ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Behavioral Micro-Cap Equity Fund (the “▇▇▇▇▇▇ & ▇▇▇▇▇▇ Funds”) (together referred to as the “Agreement”).
1. The Parties agree to amend the Fund Accounting Fee Letter, Fund Administration Fee Letter and Transfer Agent and Shareholder Services Fee Letter (the “Fee Letters”) to the Agreement to revise the fees paid to Ultimus on behalf of the ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Funds as described in the revised Fee Letters incorporated herein. No other provisions of the Agreement or its accompanying Addendums shall be modified, except as stated herein. The Fee Letters incorporated herein replace all prior fee letters to the Agreement and any amendments thereto.
Except as set forth is this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms. If there is a conflict between this Amendment and the Agreement, the terms of this Amendment will prevail.
Signatures are located on the next page.
▇▇▇▇▇▇ & ▇▇▇▇▇▇ – Capitol Series Trust
Amendment to Master Services Agreement
| October 1, 2020 | Page 1 of 12 |
The Parties have duly executed this Amendment as of October 1, 2020.
|
On behalf of all ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Funds listed on Schedule A to the Master Services Agreement |
Ultimus Fund Solutions, LLC | |||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | President | Title: | Executive Vice President and Chief Legal and Risk Officer | |
| ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Asset Management, Inc. | ||||
| By: | /s/ ▇▇ ▇▇▇▇▇▇▇▇ | |||
| Name: | ▇▇ ▇▇▇▇▇▇▇▇ | |||
| Title: | Partner |
▇▇▇▇▇▇ & ▇▇▇▇▇▇ – Capitol Series Trust
Amendment to Master Services Agreement
| October 1, 2020 | Page 2 of 12 |
Fund Accounting Fee Letter
For
This Fee Letter dated October 1, 2020, applies to the Services provided by Ultimus Fund Solutions, LLC (“Ultimus”) to Capitol Series Trust (the “Trust”), on behalf of the ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Funds listed on Schedule A to the Master Services Agreement (the “Funds”), dated December 21, 2016, as amended, and the Fund Accounting Addendum dated October 1, 2017, as amended.
| 1. | Fees |
For the Fund Accounting Services provided under the Fund Accounting Addendum, Ultimus shall be entitled to receive a fee from the Trust on the first business day following the end of each month, or at such time(s) as Ultimus shall request and the parties hereto shall agree, a fee computed with respect to each Fund as follows:
| 1.1. | Asset based fee of*: |
| Average Daily Net Assets | Asset Based Fee* | |||
| 3 Funds | 4 Funds | 5 Funds | 6 Funds | |
| [REDACTED] | ||||
| * | Asset based fee is calculated using the average daily net assets for all fund portfolios included in Schedule A to the Master Services Agreement. |
Annual basis point fees for fund accounting, fund administration and transfer agent services as stated in each respective fee letter are subject to the following annual complex minimum for up to four share classes by fund:
$[REDACTED]
| 1.2. | Multi-Manager: For Multi-Manager funds, Ultimus charges a fee of $[REDACTED] per month per manager. |
▇▇▇▇▇▇ & ▇▇▇▇▇▇ – Capitol Series Trust
Amendment to Master Services Agreement
| October 1, 2020 | Page 3 of 12 |
1.3. Forms N-CEN and N-PORT.
The Trust or ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Funds agree to pay Ultimus an annual fee (based on the schedule below) for preparing Forms N-CEN and N-PORT and to meet the requirements of Rules 30a-1 and 30b1-9 under the 1940 Act, beginning on the compliance date for Form N-PORT, as follows:
| Number of Securities | Annual Fee per fund | |
| Equity Funds** |
Less than 11 11 to 500 |
$[REDACTED] plus out of pocket charges $[REDACTED] plus out of pocket charges |
| 501 to 2,000 | $[REDACTED] plus out of pocket charges | |
| Over 2,000 | TBD | |
| Fixed Income Funds | Less than 500 | $[REDACTED] plus out of pocket charges |
| 501 to 1,000 | $[REDACTED] plus out of pocket charges | |
| Over 1,000 | TBD |
| ** | Equity Fund is defined as any fund that has less than 25% debt exposure over the previous three-month period. |
| 1.4. | Price Quotes. The charges for securities/commodity price quotes are determined by Ultimus’ cost of obtaining such quotes and, therefore, are subject to change. Current charges (presented as per security/per day unless otherwise noted) are as follows: |
| Canadian and Domestic Equities | [REDACTED] |
| International Equity (Non-Fair Value) | |
| International Equity (Fair Value) | |
| Options | |
| Futures (Listed) | |
| Corporate Bonds, MBS Bonds, MBS ARMs, & Money Markets | |
| Government/Agency | |
| Floating Rate MTN | |
| Municipal Bonds | |
| High Yield Corporate Bonds & High Yield Municipal Bonds | |
| International Bond | |
| ABS & ABS Home Equity | |
| CMO Non-Agency Whole Loan ARMs, CMOs, & CMO Other ARMs | |
| CMBS | |
| CDO & CLO | |
| Leverage Loans/Bank loans [monthly] | |
| Exchange Rates - Spot and Forwards |
▇▇▇▇▇▇ & ▇▇▇▇▇▇ – Capitol Series Trust
Amendment to Master Services Agreement
| October 1, 2020 | Page 4 of 12 |
| Other Securities/Complex, Hard-to-Value | Market |
| Manual Pricing Inputs/Advisor Provided | $[REDACTED] per month up to 10 manual inputs |
| Controlled Foreign Corporation (CFC) | $[REDACTED]/month/CFC |
| 1.5. | The Fees are computed daily and payable monthly, along with any out-of-pocket expenses. The Trust agrees to pay all fees within 30 days of receipt of each invoice. Ultimus retains the right to charge interest of 1.5% on any amounts that remain unpaid beyond such 30-day period. Acceptance of such late charge shall in no event constitute a waiver by Ultimus of the Trust’s default or prevent Ultimus from exercising any other rights and remedies available to it. |
| 2. | Performance Reporting |
The Funds will reimburse Ultimus for the costs of Performance Reporting (including After-Tax Performance Reporting).
| 3. | Monthly Per Trade Fee |
The fees, as described above, allow the Fund to execute up to 1000 portfolio trades (i.e., purchases and sales) per month without additional fees. Portfolio trades related to investor investments and redemptions do not count toward the 1000 threshold. For portfolio trades in excess of this amount, Ultimus will charge the Fund $[REDACTED] for each such portfolio trade.
| 4. | Out-Of-Pocket Expenses |
In addition to the above fees, the Trust or each Fund will reimburse Ultimus for out-of-pocket expenses as follows:
| 4.1. | The costs of obtaining secondary security market quotes and other securities data utilized by each Fund; and |
| 4.2. | Effective on June 1, 2018, the Trust or the ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Funds agree to reimburse Ultimus for any out-of-pocket expenses related to the preparation and filing of Forms N-PORT and N-CEN and to meet the requirements of Rules 30a-1 and 30b1-9 under the 1940 Act. |
| 5. | Term |
| 5.1. | Initial Term. This Fee Letter shall continue in effect until October 1, 2022 from the date of this Fee Letter (the “Initial Term”). |
| 5.2. | Renewal Terms. Immediately following the Initial Term, this Fee Letter shall automatically renew for successive one-year periods (each a “Renewal Term”). |
| 6. | Renewal Term Fee Increases |
After the Initial Term, Ultimus may annually increase the fees listed above by an amount not to exceed the average annual change for the prior calendar year in the Consumer Price Index for All Urban Consumers - All Items (seasonally unadjusted) (collectively the “CPI-U”)1; provided that Ultimus gives 30-day notice of such increase to the Trust by March 1 of the then-current calendar year. The fee increase will take effect on April 1 of the then-current calendar year. The maximum fee increase shall not be greater than 3% per year. For the avoidance of doubt, the first potential fee increase can take effect on April 1, 2023.
| 1 | Using 1982-84=100 as a base, unless otherwise noted in reports by the Bureau of Labor Statistics. |
▇▇▇▇▇▇ & ▇▇▇▇▇▇ – Capitol Series Trust
Amendment to Master Services Agreement
| October 1, 2020 | Page 5 of 12 |
| 7. | Amendment |
The parties may only amend this Fee Letter by written amendment signed by both parties.
The parties duly executed this Fund Accounting Fee Letter as of October 1, 2020.
|
On behalf of all ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Funds listed on Schedule A to the Master Services Agreement |
Ultimus Fund Solutions, LLC | |||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | President | Title: | Executive Vice President and Chief Legal and Risk Officer | |
| ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Asset Management, Inc. | ||||
| By: | /s/ ▇▇ ▇▇▇▇▇▇▇▇ | |||
| Name: | ▇▇ ▇▇▇▇▇▇▇▇ | |||
| Title: | Partner |
▇▇▇▇▇▇ & ▇▇▇▇▇▇ – Capitol Series Trust
Amendment to Master Services Agreement
| October 1, 2020 | Page 6 of 12 |
Fund Administration Fee Letter
For
Capitol Series Trust
This Fee Letter dated October 1, 2020, applies to the Services provided by Ultimus Fund Solutions, LLC (“Ultimus”) Capitol Series Trust (the “Trust”), on behalf of the ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Funds listed in Schedule A to the Master Services Agreement (the “Funds”) dated December 21, 2016, as amended, and the Fund Administration Addendum dated October 1, 2017, as amended.
| 1. | Fees |
For the Fund Administration Services provided under the Fund Administration Addendum, Ultimus shall be entitled to receive a fee from the Trust on the first business day following the end of each month, or at such time(s) as Ultimus shall request and the parties hereto shall agree, a fee computed with respect to each Fund as follows:
1.1. Asset based fee of*:
| Average Daily Net Assets | Asset Based Fee* | |||
| 3 Funds | 4 Funds | 5 Funds | 6 Funds | |
| [REDACTED] | ||||
| * | Asset based fee is calculated using the average daily net assets for all fund portfolios included in Schedule A to the Master Services Agreement. |
Annual basis point fees for fund accounting, fund administration and transfer agent services as stated in each respective fee letter are subject to the following annual complex minimum for up to four share classes by fund:
$[REDACTED]
| 1.2. | Liquidity Risk Management Program. |
The Trust or ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Funds agree to pay Ultimus: (i) a one-time implementation fee (payable in six equal installments) of $[REDACTED] per investment adviser, commencing with the initial compliance date, for providing assistance in connection with the adoption of the Trust’s Liquidity Risk Management Program (“LRMP”) which meets the requirements of Rule 22e-4; (ii) an annual fee, based on the schedule below, for providing assistance in connection with the maintenance of the Trust’s LRMP; and (iii) other related fees.
▇▇▇▇▇▇ & ▇▇▇▇▇▇ – Capitol Series Trust
Amendment to Master Services Agreement
| October 1, 2020 | Page 7 of 12 |
| Annual Fee | ||
| Base Fee per investment adviser | $[REDACTED] per year | |
| Other Related Fees | ||
| Form N-LIQUID preparation and related Board Notification | $[REDACTED] per event | |
| Optional ICE Vantage Liquidity Indicator Module | Out of Pocket Charges |
| 1.3. | The Fees are computed daily and payable monthly, along with any out-of-pocket expenses. The Trust or Fund agrees to pay all fees within 30 days of receipt of each invoice. Ultimus retains the right to charge interest of 1.5% on any amounts that remain unpaid beyond such 30-day period. Acceptance of such late charge shall in no event constitute a waiver by Ultimus of the Trust’s default or prevent Ultimus from exercising any other rights and remedies available to it. |
| 2. | Out-Of-Pocket Expenses |
In addition to the above fees, the Trust will reimburse Ultimus for certain out-of-pocket expenses incurred on the Trust’s behalf, including but not limited to, travel expenses to attend Board meetings and any other expenses approved by the Trust (or, with respect to a Fund, its investment adviser). The Trust will be responsible for its normal operating expenses, such as federal and state filing fees, EDGARizing fees, insurance premiums, typesetting and printing of the Trust’s public documents, and fees and expenses of the Trust’s other vendors and providers.
| 3. | Term |
| 3.1. | Initial Term. This Fee Letter shall continue in effect until October 1, 2022 from the date of this Fee Letter (the “Initial Term”). |
| 3.2. | Renewal Terms. Immediately following the Initial Term, this Fee Letter shall automatically renew for successive one-year periods (each a “Renewal Term”). |
| 4. | Fee Increases |
After the Initial Term, Ultimus may annually increase the fees listed above by an amount not to exceed the average annual change for the prior calendar year in the Consumer Price Index for All Urban Consumers - All Items (seasonally unadjusted) (collectively the “CPI-U”)2; provided that Ultimus gives 30-day notice of such increase to the Trust by March 1 of the then-current calendar year. The fee increase will take effect on April 1 of the then-current calendar year. The maximum fee increase shall not be greater than 3% per year. For the avoidance of doubt, the first potential fee increase can take effect on April 1, 2023.
| 2 | Using 1982-84=100 as a base, unless otherwise noted in reports by the Bureau of Labor Statistics. |
▇▇▇▇▇▇ & ▇▇▇▇▇▇ – Capitol Series Trust
Amendment to Master Services Agreement
| October 1, 2020 | Page 8 of 12 |
| 5. | Amendment |
The parties may only amend this Fee Letter by written amendment signed by both parties.
The parties duly executed this Fund Administration Fee Letter dated October 1, 2020.
|
Capitol Series Trust On behalf of all ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Funds listed on Schedule A to the Master Services Agreement |
Ultimus Fund Solutions, LLC | |||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | President | Title: | Executive Vice President and Chief Legal and Risk Officer | |
| ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Asset Management, Inc. | ||||
| By: | /s/ ▇▇ ▇▇▇▇▇▇▇▇ | |||
| Name: | ▇▇ ▇▇▇▇▇▇▇▇ | |||
| Title: | Partner |
▇▇▇▇▇▇ & ▇▇▇▇▇▇ – Capitol Series Trust
Amendment to Master Services Agreement
| October 1, 2020 | Page 9 of 12 |
Transfer Agent and Shareholder Services Fee Letter
For
Capitol Series Trust
This Fee Letter dated October 1, 2020, applies to the Services provided by Ultimus Fund Solutions, LLC (“Ultimus”) to Capitol Series Trust (the “Trust”), on behalf of the ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Funds listed on Schedule A to the Master Services Agreement (the “Fund”) dated December 21, 2016, as amended, and the Transfer Agent and Shareholder Services Addendum dated October 1, 2017, as amended.
| 1. | Fees |
| 1.1. | For the Transfer Agent and Shareholder Services provided under the Transfer Agent and Shareholder Services Addendum, Ultimus shall be entitled to receive a fee from the Trust on the first business day following the end of each month, or at such time(s) as Ultimus shall request and the parties hereto shall agree, a fee computed with respect to each Fund as follows: |
Asset based fee of*:
| Average Daily Net Assets | Asset Based Fee* | |||
| 3 Funds | 4 Funds | 5 Funds | 6 Funds | |
| [REDACTED] | ||||
| * | Asset based fee is calculated using the average daily net assets for all fund portfolios included in Schedule A to the Master Services Agreement. |
|
Web Inquiry and Transaction Access: (if applicable) |
|
| Initial Set-up | $[REDACTED] per fund |
| Annual Fee (for Web Inquiry and Transaction Access) | $[REDACTED] per fund with a $[REDACTED] fund family minimum |
| Annual Fee (for Web Inquiry Access Only) | $[REDACTED] fund family minimum |
▇▇▇▇▇▇ & ▇▇▇▇▇▇ – Capitol Series Trust
Amendment to Master Services Agreement
| October 1, 2020 | Page 10 of 12 |
The Transfer Agent and Shareholder Services per account fees stated above are subject to the following annual complex minimum for up to four share class by fund:
$[REDACTED]
| 1.2. | The Fees are computed daily and payable monthly, along with any out-of-pocket expenses. The Fund agrees to pay all fees within 30 days of receipt of each invoice. Ultimus retains the right to charge interest of 1.5% on any amounts that remain unpaid beyond such 30-day period. Acceptance of such late charge shall in no event constitute a waiver by Ultimus of the Trust’s default or prevent Ultimus from exercising any other rights and remedies available to it. |
| 2. | Out-Of-Pocket Expenses |
In addition to the above fees, each Fund will reimburse Ultimus or pay directly certain out-of-pocket expenses incurred on the Fund’s behalf, including but not limited to, postage, confirmations, statements, printing, telephone lines, Internet access fees, bank service charges, fund specific Fund/Serv and Networking costs, and other industry standard transfer agent expenses.
| 3. | Term |
| 3.1. | Initial Term. This Fee Letter shall continue in effect until October 1, 2022 from the date of this Fee Letter (the “Initial Term”). |
| 3.2. | Renewal Terms. Immediately following the Initial Term, this Fee Letter shall automatically renew for successive one-year periods (each a “Renewal Term”). |
| 4. | Fee Increases |
After the Initial Term, Ultimus may annually increase the fees listed above by an amount not to exceed the average annual change for the prior calendar year in the Consumer Price Index for All Urban Consumers - All Items (seasonally unadjusted) (collectively the “CPI-U”)3; provided that Ultimus gives 30-day notice of such increase to the Trust by March 1 of the then-current calendar year. The fee increase will take effect on April 1 of the then-current calendar year. The maximum fee increase shall not be greater than 3% per year. For the avoidance of doubt, the first potential fee increase can take effect on April 1, 2023.
| 5. | Amendment |
The parties may only amend this Fee Letter by written amendment signed by both parties.
Signatures are located on the next page.
| 3 | Using 1982-84=100 as a base, unless otherwise noted in reports by the Bureau of Labor Statistics. |
▇▇▇▇▇▇ & ▇▇▇▇▇▇ – Capitol Series Trust
Amendment to Master Services Agreement
| October 1, 2020 | Page 11 of 12 |
The parties duly executed this Transfer Agent and Shareholder Services Fee Letter dated October 1, 2020.
|
Capitol Series Trust On behalf of all ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Funds listed on Schedule A to the Master Services Agreement |
Ultimus Fund Solutions, LLC | |||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | President | Title: | Executive Vice President and Chief Legal and Risk Officer | |
| ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Asset Management, Inc. | ||||
| By: | /s/ ▇▇ ▇▇▇▇▇▇▇▇ | |||
| Name: | ▇▇ ▇▇▇▇▇▇▇▇ | |||
| Title: | Partner |
▇▇▇▇▇▇ & ▇▇▇▇▇▇ – Capitol Series Trust
Amendment to Master Services Agreement
| October 1, 2020 | Page 12 of 12 |