CAPITOL SERIES TRUST AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
THIS AGREEMENT is made and entered into on January 28, 2026, by and between Capitol Series Trust (the “Trust”), on behalf of its series portfolios as set forth on Appendix A, (each a “Fund”), and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Asset Management, Inc., d/b/a “FullerThaler” (the “Adviser”), a California corporation.
WHEREAS, the Trust is an Ohio business trust organized under an Agreement and Declaration of Trust dated September 18, 2013, as amended and restated November 18, 2021, (the “Trust Instrument”), and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company of the series type; and
WHEREAS, the Trust, on behalf of each Fund, and the Adviser have entered into an Investment Advisory Agreement dated January 27, 2023, (“Advisory Agreement”), pursuant to which the Adviser provides investment advisory services to each Fund; and
WHEREAS, at a regularly scheduled meeting of the Trust’s Board of Trustees (the “Board”) held on December 7 and 8, 2023, based on a joint determination of the Board and the Adviser, both parties agreed that it is appropriate and in the best interests of each Fund and its shareholders to limit the expenses of each Fund and, therefore entered into an Expense Limitation Agreement in order to maintain each Fund’s expense ratio within the Operating Expense Limit, as defined in the Expense Limitation Agreement dated January 29, 2024; and
WHEREAS, at a regularly scheduled meeting of the Board held on March 12 and 13, 2024 (the “Meeting”), the Board discussed the Expense Limitation Agreement with representatives of the Adviser, and in particular discussed the potential that the Expense Limitation Agreement dated January 29, 2024, as structured and agreed to, might inadvertently result in a situation where the advisory fees charged to different share classes of the same Fund might differ, in particular with respect to a situation where the Expense Limitation for a certain share class or classes of a Fund is below the contractual advisory fee rate of that Fund, while for other share classes of the same Fund, the Expense Limitation is above the contractual advisory fee rate of the Fund, leading to the potential for cross subsidization of one share class by other share classes of the Fund; and
WHEREAS, at the Meeting the Board and the Adviser further determined that the potential subsidization of one share class of a Fund by another share class of that Fund is not currently an issue for most of the FullerThaler Funds; either because the Expense Limitation of the Fund for each of its share classes is above the contractual advisory fee rate for that Fund, or because, as was the case with respect to the FullerThaler Behavioral Mid-Cap Equity Fund and the FullerThaler Behavioral Micro-Cap Equity Fund, only one share class is currently operational or expected to become operational by the end of each Fund’s current fiscal year; and
WHEREAS, at the Meeting the Board and the Adviser further determined that there may be the potential for cross-share class subsidization with respect to both the FullerThaler Behavioral Mid-Cap Value Fund and the FullerThaler Behavioral Small-Mid Core Equity because each Fund has more than a single share class in operation and each Fund has at least one share class with an Expense Limitation below the contractual advisory fee rate for that Fund; and
WHEREAS, based on further discussions at the Meeting, the Board and the Adviser agreed that it would be in the best interest of the FullerThaler Funds and their shareholders to have the Adviser use best efforts to waive advisory fees equally across all share classes in order to meet the Expense Limitation of all of each Fund’s share classes; and
WHEREAS, at a regularly scheduled meeting of the Trust’s Board held on December 2 and 3, 2025, based on a joint determination of the Board and the Adviser, both parties agreed that it is appropriate and in the best interests of each Fund and its shareholders to continue to limit the expenses of each Fund and, therefore have agreed to enter into this Expense Limitation Agreement in order to maintain each Fund’s expense ratio within the Operating Expense Limit, as defined in this Expense Limitation Agreement dated January 28, 2026; and
WHEREAS, in an effort to achieve this result with respect to the FullerThaler Behavioral Mid-Cap Value Fund, the FullerThaler Behavioral Small-Mid Core Equity Fund, the FullerThaler Behavioral Micro-Cap Equity Fund and the FullerThaler Behavioral Unconstrained Equity Fund, the Board and the Adviser agreed, without changing the Expense Limitation for each Fund’s Share Classes as set forth in Appendix A to this Expense Limitation Agreement, that the Adviser would and hereby does agree to:
(1) continue to contractually waive its advisory fee for all share classes of the FullerThaler Behavioral Mid-Cap Value Fund from 0.75% to 0.74% for the full time period covered by this Expense Limitation Agreement, as set forth in Appendix A; and
(2) continue to contractually waive its advisory fee for all share classes of the FullerThaler Behavioral Small-Mid Core Equity Fund from 0.80% to 0.74% for the full time period covered by this Expense Limitation Agreement, as set forth in Appendix A; and
(3) contractually waive its advisory fee for all share classes of the FullerThaler Behavioral Micro-Cap Equity Fund from 1.45% to 1.00% for the full time period covered by this Expense Limitation Agreement, as set forth in Appendix A; and
(4) contractually waive its advisory fee for all share classes of the FullerThaler Behavioral Unconstrained Equity Fund from 0.85% to 0.74% for the full time period covered by this Expense Limitation Agreement, as set forth in Appendix A.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. EXPENSE LIMITATION.
| a. | Applicable Expense Limit. To the extent that the aggregate expenses of every character, including but not limited to investment advisory fees of the Adviser (but excluding (i) interest (other than custodial overdraft fees), (ii) taxes, (iii) brokerage fees and commissions, (iv) fees associated with a Fund’s participation in an alternative liquidity program, (v) other extraordinary expenses not incurred in the ordinary course of a Fund’s business, (vi) dividend expense on short sales and (vii) indirect expenses such as acquired fund fees and expenses incurred by a Fund in any fiscal year) (“Fund Operating Expenses”), exceed the Operating Expense Limit, as defined in Section 1(b) below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser. In determining the Fund Operating Expenses, expenses that a Fund would have incurred but did not actually pay because of expense offset or brokerage/service arrangements shall be added to the aggregate expenses so as not to benefit the Adviser. Additionally, fees reimbursed to a Fund relating to brokerage/services arrangements shall not be taken into account in determining the Fund Operating Expenses so as to benefit the Adviser. |
| b. | Operating Expense Limit. A Fund’s maximum operating expense limit (each an “Operating Expense Limit”) in a year shall be that percentage of the average daily net assets of the Fund as set forth on Appendix A attached hereto and incorporated by this reference. |
| c. | Method of Computation. To determine the Adviser’s liability with respect to the Excess Amount, each month the Fund Operating Expenses for a Fund shall be annualized as of the last Fund business day of the month. If a Fund’s annualized Fund Operating Expenses for any month exceeds the Operating Expense Limit of that Fund, the Adviser shall first waive or reduce its investment advisory fee for such month by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount no higher than the Fund’s Operating Expense Limit. If the amount of the waived or reduced investment advisory fee for any such month is insufficient to pay the Excess Amount, the Adviser shall also remit to the Fund an amount that, together with the waived or reduced investment advisory fee, is sufficient to pay such Excess Amount. |
| d. | Year-End Adjustment. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to each Fund with respect to the previous fiscal year shall equal the Excess Amount. |
2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.
| a. | Reimbursement. During any fiscal year that the Advisory Agreement is in effect, if the estimated aggregate Fund Operating Expenses of a Fund are less than the Fund’s Operating Expense Limit, the Adviser may be entitled to reimbursement by such Fund, in whole or in part as provided below, of the fees or expenses waived or reduced by the Adviser and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled (“Reimbursement Amount”) shall equal, at any time, the sum of all fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund pursuant to Section 1 hereof, for a period of 36 months from the date the fee waiver or expense reimbursement first occurred, less any reimbursement previously paid by such Fund to the Adviser pursuant to this Section 2, with respect to such waivers, reductions, and payments. Notwithstanding the foregoing, the Adviser shall only be entitled to reimbursement if the reimbursement payment does not cause the Fund to exceed the Operating Expense Limit set forth on Appendix A as well as any expense limitation in effect at the time the reimbursement is made. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount. |
| b. | Method of Computation. To determine a Fund’s accrual, if any, to reimburse the Adviser for the Reimbursement Amount, each month the Fund Operating Expenses of the Fund shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses of the Fund for any month are less than the Operating Expense Limit of such Fund, such Fund, shall accrue into its net asset value an amount payable to the Adviser sufficient to increase the annualized Fund Operating Expenses of that Fund to an amount no greater than (i) the Operating Expense Limit of that Fund set forth on Appendix A, and (ii) any expense limitation in effect at the time the amount payable is accrued, |
provided that such amount paid to the Adviser will in no event exceed the total Reimbursement Amount. For accounting purposes, when the annualized Fund Operating Expenses of a Fund are below the Operating Expense Limit, a liability will be accrued daily for these amounts.
| c. | Year-End Adjustment. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Operating Expense Limit. |
| d. | Limitation of Liability. The Adviser shall look only to the assets of a Fund for which it waived or reduced fees or remitted payments for reimbursement under this Agreement for payment of any claim hereunder, and neither the Fund, nor any of the Trust’s directors, officers, employees, agents, or shareholders, whether past, present or future shall be personally liable therefor. |
3. TERM, MODIFICATION AND TERMINATION OF AGREEMENT.
This Agreement with respect to a Fund shall continue in effect until the expiration date set forth on Appendix A (the “Expiration Date”). The Board may terminate this agreement at any time. This Agreement shall terminate automatically upon the termination of the Advisory Agreement.
4. MISCELLANEOUS.
| a. | Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect. |
| b. | Interpretation. Nothing herein contained shall be deemed to require the Trust or a Fund to take any action contrary to the Trust Instrument or the Trust’s Bylaws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Trust or each Fund. |
| c. | Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the 1940 Act. |
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the day and year first above written.
CAPITOL SERIES TRUST, on behalf each of its series set forth on Appendix A
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇ & ▇▇▇▇▇▇ ASSET MANAGEMENT, INC.
/s/ ▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇ ▇▇▇▇▇▇▇▇
Title: Partner
Expense Limitation Agreement
between
and
▇▇▇▇▇▇ & ▇▇▇▇▇▇ Asset Management, Inc.
Appendix A
Effective January 28, 2026
| Fund | Current Advisory Fee Rate | Operating Expense Limit | Effective Date | Expiration Date |
| FullerThaler Behavioral Small-Cap Equity Fund, A Shares | 0.60% | 1.30% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Small-Cap Equity Fund, C Shares | 0.60% | 1.80% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Small-Cap Equity Fund, Investor Shares | 0.60% | 1.25% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Small-Cap Equity Fund, Institutional Shares | 0.60% | 0.92% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Small-Cap Equity Fund, R6 Shares | 0.60% | 0.80% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Small-Cap Growth Fund, A Shares | 0.85% | 1.36% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Small-Cap Growth Fund, C Shares | 0.85% | 1.88% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Small-Cap Growth Fund, Investor Shares | 0.85% | 1.31% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Small-Cap Growth Fund, Institutional Shares | 0.85% | 0.99% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Small-Cap Growth Fund, R6 Shares | 0.85% | 0.87% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Mid-Cap Value Fund, A Shares | 0.74%1 | 1.20% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Mid-Cap Value Fund, C Shares | 0.74%1 | 1.70% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Mid-Cap Value Fund, Investor Shares | 0.74%1 | 1.15% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Mid-Cap Value Fund, Institutional Shares | 0.74%1 | 0.79% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Mid-Cap Value Fund, R6 Shares | 0.74%1 | 0.69% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Unconstrained Equity Fund, A Shares | 0.74%2 | 1.30% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Unconstrained Equity Fund, C Shares | 0.74%2 | 1.80% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Unconstrained Equity Fund, Investor Shares | 0.74%2 | 1.25% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Unconstrained Equity Fund, Institutional Shares | 0.74%2 | 0.94% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Unconstrained Equity Fund, R6 Shares | 0.74%2 | 0.84% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Small-Mid Core Equity Fund, A Shares | 0.74%3 | 1.26% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Small-Mid Core Equity Fund, C Shares | 0.74%3 | 1.76% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Small-Mid Core Equity Fund, Investor Shares | 0.74%3 | 1.21% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Small-Mid Core Equity Fund, Institutional Shares | 0.74%3 | 0.87% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Small-Mid Core Equity Fund, R6 Shares | 0.74%3 | 0.77% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Micro-Cap Equity Fund, A Shares | 1.00%4 | 1.75% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Micro-Cap Equity Fund, C Shares | 1.00%4 | 2.25% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Micro-Cap Equity Fund, Investor Shares | 1.00%4 | 1.70% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Micro-Cap Equity Fund, Institutional Shares | 1.00%4 | 1.29% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Micro-Cap Equity Fund, R6 Shares | 1.00%4 | 1.19% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Mid-Cap Equity Fund, A Shares | 0.75% | 1.23% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Mid-Cap Equity Fund, C Shares | 0.75% | 1.78% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Mid-Cap Equity Fund, Institutional Shares | 0.75% | 0.79% | 1/28/26 | 1/31/27 |
| FullerThaler Behavioral Mid-Cap Equity Fund, R6 Shares | 0.75% | 0.69% | 1/28/26 | 1/31/27 |
1 FullerThaler has agreed to contractually waive its management fee of 0.75% for all share classes of the FullerThaler Behavioral Mid-Cap Value Fund so that the management fee for all share classes of the Fund is 0.74% to be effective concurrently for the contractual period covered by this Expense Limitation Agreement of the FullerThaler Funds dated January 28, 2026, and expiring on January 31, 2027.
2 FullerThaler has agreed to contractually waive its management fee of 0.85% for all share classes of the FullerThaler Behavioral Unconstrained Equity Fund so that the management fee for all share classes of the Fund is 0.74% to be effective concurrently for the contractual period covered by this Expense Limitation Agreement for the FullerThaler Funds dated January 28, 2026, and expiring on January 31, 2027.
3 FullerThaler has agreed to contractually waive its management fee of 0 0.80% for all share classes of the FullerThaler Behavioral Small-Mid Core Equity Fund, so that the management fee for all share classes of the Fund is 0.74% to be effective concurrently for the contractual period covered by this Expense Limitation Agreement of the FullerThaler Funds dated January 28, 2026, and expiring on January 31, 2027.
4 FullerThaler has agreed to contractually waive its management fee of 1.45% for all share classes of the FullerThaler Behavioral Micro-Cap Equity Fund, so that the management fee for all share classes of the Fund is 1.00% to be effective concurrently for the contractual period covered by this Expense Limitation Agreement of the FullerThaler Funds dated January 28, 2026 and expiring on January 31, 2027.