to the MASTER SERVICES AGREEMENT between CAPITOL SERIES TRUST and ULTIMUS FUND SOLUTIONS, LLC

TWELFTH AMENDMENT

to the

MASTER SERVICES AGREEMENT

between

CAPITOL SERIES TRUST

and

ULTIMUS FUND SOLUTIONS, LLC

 

This twelfth amendment (the “Amendment”) dated as of December 12, 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”).

 

The Parties desire to amend the Agreement according to the terms and conditions set forth in this Amendment.

 

In consideration of the Parties agreement to amend their obligations in the existing Agreement, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to keep, perform, and fulfill the promises, conditions, and agreements described below:

 

1.Schedule A to the Agreement is hereby amended as follows:

 

AMENDED SCHEDULE A

to the

Master Services Agreement

between

Capitol Series Trust

and

Ultimus Fund Solutions, LLC

Dated December 21, 2016

As Amended December 12, 2019

 

FUNDS

 

Hedeker Strategic Appreciation Fund

▇▇▇▇▇▇ & ▇▇▇▇▇▇ Behavioral Small-Cap Equity Fund

▇▇▇▇▇▇ & ▇▇▇▇▇▇ Behavioral Small-Cap Growth Fund

▇▇▇▇▇▇ & ▇▇▇▇▇▇ Behavioral Mid-Cap Value Fund

▇▇▇▇▇▇ & ▇▇▇▇▇▇ Behavioral Unconstrained Equity Fund

▇▇▇▇▇▇ & ▇▇▇▇▇▇ Behavioral Small-Mid Core Equity Fund

▇▇▇▇▇▇ & ▇▇▇▇▇▇ Behavioral Micro-Cap Equity Fund

▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Core Equity Fund

Alta Quality Growth Fund

Guardian Fundamental Global Equity Fund

Guardian Dividend Growth Fund

Cornerstone Capital Access Impact Fund

 

Capitol Series Trust

Ultimus Master Services Agreement – Twelfth Amendment

December 12, 2019

 

 

The parties duly executed this Amendment as of December 12, 2019.

 

  Capitol Series Trust   Ultimus Fund Solutions, LLC

 

By:

 

 

  

 

By:

 

 

  
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇   Name: ▇▇▇▇▇ ▇▇▇▇▇  
Title: President   Title: Executive Vice President and Chief Legal and Risk Officer  

 

Capitol Series Trust

Ultimus Master Services Agreement – Twelfth Amendment

December 12, 2019

 

 

 

Fund Accounting and Fund Administration Fee Letter

For

Alta Quality Growth Fund and

Guardian Fundamental Global Equity Fund

A series of Capitol Series Trust

 

This Fee Letter applies to the Services provided by Ultimus Fund Solutions, LLC (“Ultimus”) to Capitol Series Trust (the “Trust”), for the Alta Quality Growth Fund and the Guardian Fundamental Global Equity Fund (the “Funds”), pursuant to the Master Services Agreement, dated December 21, 2016, and the Fund Accounting Addendum and Fund Administration Addendum, dated December 21, 2016.

 

1.Fees

For the Fund Accounting Services and Fund Administration Services provided under the Fund Accounting Addendum and Fund Administration Addendum, respectively, 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.Base fee per Fund per year as follows:

 

Annual Base Fee*
Year 1 $[]
Year 2 $[]
Year 3 $[]

 

For each additional share class, Ultimus charges $[] per month per fund.

 

For Global or International Funds, Ultimus charges an additional $[] per month per fund.

 

PLUS

 

Average Daily Net Assets Administration Fee
Up to $100 million []%
$100 to $250 million []%
Over $250 million []%

 

PLUS

 

1.2.Multi-Manager: For Multi-Manager funds, Ultimus charges a fee of $[] per month per manager.

 

1.3.N-CEN and N-PORT: The Trust or the Fund agrees to pay Ultimus an annual fee, beginning on the compliance date for preparing Forms N-CEN and N-PORT and to meet the requirements of Rules 30a-1 and 30b1-9 under the 1940 Act, as follows:

 

 

  Number of Securities Annual Fee per fund
Equity Funds*

Less than 11

11 to 500

$[] plus out of pocket charges

$[] plus out of pocket charges

501 to 2,000 $[] plus out of pocket charges
Over 2,000 TBD
Fixed Income Funds Less than 500 $[] plus out of pocket charges
501 to 1,000 $[] 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.Liquidity Risk Management Program.

The Trust or the Fund agrees to pay Ultimus: (i) a one-time implementation fee (payable in six equal installments) of $[] 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.

 

Annual Fee  
  Base Fee per investment adviser $[] per year
     
Other Related Fees  
  Form N-LIQUID preparation and  
  related Board Notification $[] per event
     
  Optional ICE Vantage Liquidity  
  Indicator Module Out of Pocket Charges

 

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

For Performance Reporting (including After-Tax Performance Reporting), Ultimus charges $[] per month per Fund (or to each share class if a Fund offers multiple classes of shares).

 

Alta Quality Growth Fund & Guardian Fundamental Global Equity Fund  
Fund Accounting and Fund Administration Fee Letter  
December 12, 2019 Page 2 of 3

 

 

3.Monthly Per Trade Fee

The Base fees, as described above, assumes industry standard T+1 accounting and allows each Fund to execute up to 1,000 portfolio trades (i.e., purchases and sales) per month without additional fees. For portfolio trades in excess of this amount, Ultimus will charge the respective Fund $[] for each such portfolio trade.

 

4.Out-Of-Pocket Expenses

In addition to the above fees, the Trust or the Fund will reimburse Ultimus for, or pay directly, certain out-of-pocket expenses incurred on the Fund’s behalf, including but not limited to, the following:

 

4.1The costs of the daily portfolio-price-quotation services;
4.2Performance reporting services;
4.3Typesetting and printing of public documents;
4.4Fees and expenses of other vendors and providers;
4.5The Trust or the Fund agrees 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;
4.6Travel expenses to attend Board meetings and any other expenses approved by the Trust (or, with respect to a Fund, its investment adviser); and
4.7Normal 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.

 

5.Term

 

5.1.Initial Term. This Fee Letter shall continue in effect for three years from the date of this Fee Letter, dated December 18, 2018 (the “Initial Term”).

 

5.2.Renewal Terms. Immediately following the Initial Term, this Fee Letter shall automatically renew for successive one (1) year periods (each a “Renewal Term”).

 

6.Fee Increases

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 plus 1.5%; 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. Any CPI–U increases not charged in any given year may be included in prospective CPI-U fee increases in future years.

 

7.Amendment

The parties may only amend this Fee Letter by written amendment signed by both parties.

 

 

1Using 1982-84=100 as a base, unless otherwise noted in reports by the Bureau of Labor Statistics.

 

Alta Quality Growth Fund & Guardian Fundamental Global Equity Fund  
Fund Accounting and Fund Administration Fee Letter  
December 12, 2019 Page 3 of 3

 

 

Fund Accounting and Fund Administration Fee Letter dated December 12, 2019.

 

 

Capitol Series Trust

On behalf of the

Alta Quality Growth Fund and the

Guardian Fundamental Global Equity Fund

   Ultimus Fund Solutions, LLC
           
By:     By:    
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇   Name: ▇▇▇▇▇ ▇▇▇▇▇  
Title: President   Title: Executive Vice President and Chief Legal and Risk Officer  

 

Alta Quality Growth Fund & Guardian Fundamental Global Equity Fund  
Fund Accounting and Fund Administration Fee Letter  
December 12, 2019 Page 4 of 3

 

 

Transfer Agent and Shareholder Services Fee Letter

For

Alta Quality Growth Fund and

Guardian Fundamental Global Equity Fund

A series of Capitol Series Trust

 

This Fee Letter applies to the Services provided by Ultimus Fund Solutions, LLC (“Ultimus”) to Capitol Series Trust (the “Trust”), on behalf of the Alta Quality Growth Fund and the Guardian Fundamental Global Equity Fund (the “Funds”), pursuant to the Master Services Agreement, dated December 21, 2016, and the Transfer Agent and Shareholder Services Addendum, dated December 21, 2016.

 

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 minimum fee or per account charge computed with respect to each Fund, whichever is greater as follows:

 

Transfer Agency & Shareholder Servicing, per Fund or Share Class:

 

Minimum Monthly Fee  
1 -100 Accounts $[]
In Excess of 100 Accounts $[]

 

Or

 

Per Open Account  
Direct Accounts $[] per year
NSCC Fund/Serv Accounts $[] per year

 

Ultimus charges a $[] annual maintenance fee for ▇▇▇ accounts.

 

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 for three years from the date of this Fee Letter, December 18, 2018 (the “Initial Term”).

 

3.2.Renewal Terms. Immediately following the Initial Term, this Fee Letter shall automatically renew for successive one (1) year periods (each a “Renewal Term”).

 

4.Fee Increases

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 plus 1.5%; 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. Any CPI-U increases not charged in any given year may be included in prospective CPI-U fee increases in future years.

 

5.Amendment

The parties may only amend this Fee Letter by written amendment signed by both parties.

 

Transfer Agent and Shareholder Services Fee Letter dated December 12, 2019.

 

 

Capitol Series Trust

On behalf of the

Alta Quality Growth Fund and the

Guardian Fundamental Global Equity Fund

     Ultimus Fund Solutions, LLC  

 

By:

 

 

  

 

By:

 

 

  
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇   Name: ▇▇▇▇▇ ▇▇▇▇▇  
Title: President   Title: Executive Vice President and Chief Legal and Risk Officer  

 

 

2Using 1982-84=100 as a base, unless otherwise noted in reports by the Bureau of Labor Statistics.

 

Alta Quality Growth Fund & Guardian Fundamental Global Equity Fund  
Transfer Agent and Shareholder Services Fee Letter  
December 12, 2019 Page 2 of 2

 

Document Metadata

Filed: December 16th, 2019