SUB-ADVISORY AGREEMENTSub-Advisory Agreement • April 16th, 2024 • Tidal Trust II • New York
This Sub-Advisory Agreement (the “Agreement”) is made as of this 9th day of April, 2024 by and between Tidal Investments LLC, a Delaware limited liability company, with its principal place of business at 234 West Florida Street, Suite 203 Milwaukee, Wisconsin 53204 (the “Adviser”) and Clockwise Capital LLC, a Delaware limited liability company, with its principal place of business at 1395 Brickell Avenue, Unit 800, Miami, Florida 33131 (the “Sub-Adviser”), with respect to each series of Tidal Trust II (the “Trust”) identified on Schedule A to this Agreement, as may be amended from time to time (each, a “Fund” and, if more than one Fund, together, the “Funds”).
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • April 16th, 2024 • Tidal Trust II • Delaware
This Investment Advisory Agreement (the “Agreement”) is made as of April 9, 2024, by and between Tidal Trust II, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust listed on Schedule A attached hereto, as may be amended from time to time (each, a “Fund” and collectively, the “Funds”), and Tidal Investments LLC, a Delaware limited liability company (the “Adviser”).
DISTRIBUTION AGREEMENTDistribution Agreement • December 15th, 2023 • Capitol Series Trust • Ohio
This Distribution Agreement (this “Agreement”), dated October 19, 2023, is made by and among Capitol Series Trust, an Ohio business trust (the “Trust”), Oak Harvest Investment Services, LLC, a Texas limited liability company (the “Advisor”), and Ultimus Fund Distributors, LLC, a limited liability company organized under the laws of the state of Ohio (“Distributor”).
ETF DISTRIBUTION AGREEMENTEtf Distribution Agreement • December 22nd, 2021 • Capitol Series Trust • Nebraska
This ETF Distribution Agreement (this “Agreement”) is effective the 8th day of December, 2021, between Capitol Series Trust, an Ohio business trust (the “Trust”), on behalf of itself and the fund(s) listed on Schedule B, as may be amended from time to time (each, a “Fund”, and collectively, the “Funds”), and Northern Lights Distributors, LLC a Nebraska limited liability company (the “Distributor”).
CAPITOL SERIES TRUST EXPENSE LIMITATION AGREEMENTCapitol Series Trust • January 26th, 2024 • Capitol Series Trust
THIS AGREEMENT is made and entered into as of January 31, 2024, 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.
CAPITOL SERIES TRUST INVESTMENT ADVISORY AGREEMENTCapitol Series Trust • January 29th, 2024 • Capitol Series Trust
This AGREEMENT is made as of January 31, 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 Fuller & Thaler Asset Management, Inc., a California corporation, with its principal office and place of business at 411 Borel Avenue, Suite 300, San Mateo, CA 94402 (the “Adviser”).
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • December 29th, 2022 • Capitol Series Trust • Nebraska
THIS AMENDED AND RESTATED CONSULTING AGREEMENT (this “Agreement”) dated September 14, 2022 (the “Effective Date”), is entered into by and between CAPITOL SERIES TRUST, an Ohio business trust having its office and principal place of business at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 (the “Trust”), and NORTHERN LIGHTS COMPLIANCE SERVICES, LLC, a Nebraska limited liability company having its office and principal place of business at 4221 North 203rd Street, Suite 100, Elkhorn, Nebraska 68022 (“NLCS”).
CUSTODIAN AGREEMENTFunds Transfer Services Agreement • December 15th, 2023 • Capitol Series Trust • New York
THIS AGREEMENT, dated as of December 1, 2023, between CAPITOL SERIES TRUST (the Trust), on behalf of its separate series listed on Exhibit A hereto (each a “Fund” and together the “Funds”), an open-end management investment company organized under the laws of Ohio and registered with the Commission under the Investment Company Act of 1940 (“the 1940 Act”), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian). For purposes of this Agreement, references hereafter to the “Fund” shall mean the Fund and/or the respective Portfolio, as the context requires.
CUSTODY AGREEMENTCustody Agreement • April 16th, 2019 • Capitol Series Trust • Ohio
THIS CUSTODY AGREEMENT (“Agreement”), dated as of March 14, 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”).
CAPITOL SERIES TRUST EXPENSE LIMITATION AGREEMENTCapitol Series Trust • December 28th, 2017 • Capitol Series Trust
THIS AGREEMENT is made and entered into effective as of December 29, 2017 by and between Capitol Series Trust (the “Trust”), on behalf of its series portfolios as set forth on Appendix A, (each a “Fund”), and Preserver Partners, LLC (the “Adviser”), a Tennessee limited liability company.
ReFlow Fund, LLC Participating Fund AgreementParticipating Fund Agreement • February 27th, 2024 • Capitol Series Trust • California
AGREEMENT dated as of February 6, 2020 between the Capitol Series Trust, an Ohio business trust, on behalf of itself or its portfolios listed on Appendix A attached hereto (as it may be amended from time to time), individually and not jointly, (the “Fund”), and ReFlow Fund, LLC, a Delaware limited liability company (“ReFlow”), in consideration of the mutual agreements herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
CAPITOL SERIES TRUST DISTRIBUTION AGREEMENTDistribution Agreement • August 28th, 2020 • Capitol Series Trust • Ohio
DISTRIBUTION AGREEMENT, dated effective as of December 31, 2019, by and among Capitol Series Trust, an Ohio business trust (the “Trust”), on behalf of the Canterbury Portfolio Thermostat Fund, a series of the Trust (the “Fund”), Canterbury Investment Management, LLC, an Indiana limited liability company, the investment adviser to the Fund herein (the “Adviser”), and Ultimus Fund Distributors, LLC, an Ohio limited liability company (the “Distributor”).
SUB-ADVISORY AGREEMENTSub-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”).
CAPITOL SERIES TRUST DISTRIBUTION AGREEMENTDistribution Agreement • January 27th, 2016 • Capitol Series Trust • Indiana
DISTRIBUTION AGREEMENT, dated as of January 1, 2016, by and among Capitol Series Trust, an Ohio business trust (the “Trust”), on behalf of the Meritage Value Equity Fund, Meritage Growth Equity Fund and Meritage Yield-Focus Equity Fund, each a series of the Trust (each a “Fund” and collectively, the “Funds”), Meritage Portfolio Management, Inc., a Kansas corporation, the investment adviser to each Fund herein (the “Adviser”), and Unified Financial Securities, LLC, a Delaware limited liability company (the “Distributor”).
AUTHORIZED PARTICIPANT AGREEMENTAuthorized Participant Agreement • December 22nd, 2021 • Capitol Series Trust • New York
AUTHORIZED PARTICIPANT AGREEMENT (this “Agreement”) dated as of ________ __, 2021, is between Northern Lights Distributors, LLC (“Distributor”) and [Participant], (the “Participant”) and is subject to acceptance by Brown Brothers Harriman & Co., the index receipt agent (“Index Receipt Agent”) for Capitol Series Trust (the “Trust”).
REVOLVING CREDIT AGREEMENT between CAPITOL SERIES TRUST, on behalf and for the benefit of each of its series and THE HUNTINGTON NATIONAL BANK Dated as of March 15, 2019Revolving Credit Agreement • April 16th, 2019 • Capitol Series Trust • Ohio
This REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of March 15, 2019 by and between CAPITOL SERIES TRUST, an Ohio business trust (the “Borrower”), executing this Agreement on behalf of itself, and, if applicable, on behalf and for the benefit only of those investment series set forth on Exhibit 1.1 (the “Fund(s)” and each, a “Fund”) and THE HUNTINGTON NATIONAL BANK, a national banking association (the “Bank”).
CAPITOL SERIES TRUST EXPENSE LIMITATION AGREEMENTCapitol Series Trust • June 4th, 2018 • Capitol Series Trust
THIS AGREEMENT is made and entered into effective as of June 4, 2018, by and between Capitol Series Trust (the “Trust”), on behalf of its series portfolios as set forth on Appendix A, (each a “Fund”), and Meritage Portfolio Management, Inc. (the “Adviser”), a Kansas corporation.
SUB-ADVISORY AGREEMENTSub-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”).
CUSTODY AGREEMENTCustody Agreement • May 20th, 2015 • Capitol Series Trust • Ohio
THIS CUSTODY AGREEMENT (“Agreement”), dated as of April 29, 2015, 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 (“Trust”).
SPECIAL CUSTODY ACCOUNT PLEDGE AND CONTROL AGREEMENT (MARGIN ACCOUNT TRANSACTIONS)Pledge and Control Agreement • December 30th, 2019 • Capitol Series Trust • Ohio
This Special Custody Account Pledge and Control Agreement (this “Agreement”), is dated as of March 19, 2019, and is being entered into by and among Capitol Series Trust, solely on behalf of its series, the Hedeker Strategic Appreciation Fund (“Customer”), THE HUNTINGTON NATIONAL BANK (the “Custodian”), and Interactive Brokers LLC (“Broker”).
CAPITOL SERIES TRUST DISTRIBUTION AGREEMENTDistribution Agreement • August 28th, 2020 • Capitol Series Trust • Ohio
DISTRIBUTION AGREEMENT, dated as of December 31, 2019, by and among Capitol Series Trust, an Ohio business trust (the “Trust”), on behalf of the Preserver Alternative Opportunities Fund, a series of the Trust (the “Fund”), Preserver Partners, LLC, a Tennessee limited liability company, the investment adviser to the Fund herein (the “Adviser”), and Ultimus Fund Distributors, LLC, an Ohio limited liability company (the “Distributor”).
ETF MASTER SERVICES AGREEMENTEtf Master Services Agreement • December 22nd, 2021 • Capitol Series Trust • Ohio
This ETF Master Services Agreement (this “Agreement”), dated December 8, 2021, is between Capitol Series Trust (the “Trust”), an Ohio business trust, and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the state of Ohio.
CAPITOL SERIES TRUST DISTRIBUTION AGREEMENTDistribution Agreement • August 28th, 2020 • Capitol Series Trust • Ohio
DISTRIBUTION AGREEMENT, dated as of December 31, 2019, by and among Capitol Series Trust, an Ohio business trust (the “Trust”), on behalf of each series listed on Exhibit A attached hereto, each a series of the Trust (the “Funds”), Fuller & Thaler Asset Management, Inc., a California corporation, the investment adviser to the Funds herein (the “Adviser”), and Ultimus Fund Distributors, LLC, an Ohio limited liability company (the “Distributor”).
CUSTODY AGREEMENTCustody Agreement • December 22nd, 2016 • Capitol Series Trust • Ohio
THIS CUSTODY AGREEMENT (“Agreement”), dated as of , 2016, 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”).
MUTUAL FUND SERVICES AGREEMENT Fund Accounting Services Fund Administration Services Transfer Agency Services between CAPITOL SERIES TRUST and HUNTINGTON ASSET SERVICES, INC. NOVEMBER 19, 2013Mutual Fund Services Agreement • December 12th, 2013 • Capitol Series Trust • Indiana
AGREEMENT (this “Agreement”), dated as of November 19, 2013 (“Effective Date”), between Capitol Series Trust, an Ohio business trust (the “Trust”) and Huntington Asset Services, Inc., a Delaware corporation (“HASI”).
CAPITOL SERIES TRUST EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • January 26th, 2024 • Capitol Series Trust
THIS AGREEMENT is made and entered into as of January 31, 2024, 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.
MASTER SERVICES AGREEMENTMaster Services Agreement • December 22nd, 2016 • Capitol Series Trust • Ohio
This Agreement, dated December 21, 2016 is between Capitol Series Trust (the “Trust”), an Ohio business trust, and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the State of Ohio.
CUSTODY AGREEMENTCustody Agreement • August 28th, 2020 • 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”).
MUTUAL FUND SERVICES AGREEMENT Fund Accounting Services Fund Administration Services Transfer Agency Services between CAPITOL SERIES TRUST and HUNTINGTON ASSET SERVICES, INC.Mutual Fund Services Agreement • November 9th, 2015 • Capitol Series Trust • Indiana
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • December 16th, 2019 • Capitol Series Trust
THIS PARTICIPATING AFFILIATE MEMORANDUM OF UNDERSTANDING (the “MOU”), is made effective as of November 27, 2019, by between and among:
SIXTEENTH AMENDMENT to MASTER SERVICES Agreement Between CAPITOL SERIES Trust and Ultimus FUND SOLUTIONS, LLCMaster Services Agreement • August 28th, 2020 • Capitol Series Trust
This sixteenth amendment (the “Amendment”) effective as of January 1, 2020, 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 Fee Letter, dated December 19, 2018, as previously amended, between the Trust and Ultimus (collectively, the “Parties”) on behalf of the Fuller & Thaler Behavioral Small-Cap Equity Fund, Fuller & Thaler Behavioral Small-Cap Growth Fund, Fuller & Thaler Behavioral Mid-Cap Value Fund, Fuller & Thaler Behavioral Unconstrained Equity Fund, Fuller & Thaler Behavioral Small-Mid Core Equity Fund and Fuller & Thaler Behavioral Micro-Cap Equity Fund (collectively, the “Fuller & Thaler Funds”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • December 15th, 2023 • Capitol Series Trust
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED CONSULTING AGREEMENT (this “Amendment”), effective as of September 12, 2023, by and between Capitol Series Trust, a statutory trust organized under the laws of the state of Ohio (the “Trust”), and Northern Lights Compliance Services, LLC, a Nebraska limited liability company (“NLCS”).
TWENTY-EIGHTH AMENDMENT to MASTER SERVICES AGREEMENT between CAPITOL SERIES TRUST and ULTIMUS FUND SOLUTIONS, LLCMaster Services Agreement • December 15th, 2023 • Capitol Series Trust
This twenty-eighth amendment (the “Amendment”) revises the Master Services Agreement, dated December 21, 2016 (the “Agreement”), between Capitol Series Trust (the “Trust”), and Ultimus Fund Solutions, LLC (“Ultimus”), an Ohio limited liability company, and revises the Transfer Agent and Shareholder Services Fee Letter, dated December 18, 2021, between the Trust and Ultimus (collectively, the “Parties”) on behalf of the Alta Quality Growth Fund, Guardian Capital Dividend Growth Fund and the Guardian Capital Fundamental Global Equity Fund (the “Funds”).
DERIVATIVES RISK MANAGEMENT PROGRAM SUPPORT SERVICES ADDENDUMCapitol Series Trust • May 17th, 2023
This Derivatives Risk Management Program Support Services Addendum (this “Addendum”) with an effective date of March 7, 2023 shall be attached to and governed by that certain ETF Master Services Agreement between Ultimus Fund Solutions, LLC (“Ultimus”) and Capitol Series Trust (the “Trust”) dated December 8, 2021 (the “Agreement) . All capitalized terms used herein, unless otherwise defined, have the meaning ascribed to them in the Agreement as it may be supplemented or amended from time to time.
Sixth Amendment to the Master Services Agreement between Capitol Series Trust and Ultimus Fund Solutions, LLCMaster Services Agreement • December 19th, 2018 • Capitol Series Trust
This sixth amendment (the “Amendment”) dated as of December 18, 2018, 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”).
