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July 1, 2024

EDGAR Operations Branch

Division of Investment Management

Securities and Exchange Commission

Attn: Ms. Alison White

100 F Street, N.E.

Washington, DC 20549

Capitol Series Trust
(the “Registrant”)

SEC File No. 811-22895

Dear Ms. White:

Below please find our responses to your
comments with respect to the Registrant’s Post-Effective Amendment 154 (“PEA No. 154”) to its Registration
Statement on Form N-1A (“Registration Statement”), as filed with the U.S. Securities and Exchange Commission (the
“SEC”) on May 3, 2024 (accession number 0001580642-24-002505). The purpose of PEA No. 154 is to amend the adviser structure
for the Alta Quality Growth Fund (the “Fund”), an existing series of the Trust. Under the new structure, Guardian Capital
LP (“Guardian Capital’) will serve as investment adviser to the Fund, and Alta Capital Management, LLC, the current investment
adviser to the Fund (“Alta Capital”, will serve as Subadviser to the Fund. Alta Capital is wholly-owned by Guardian Capital,
and both Alta Capital and Guardian Capital are under common control of Guardian Capital Group Limited (“Limited”).

Prospectus

Comment 1: In the first sentence
in the section “Fees and Expenses of the Alta Fund,” please amend “buy and hold shares” to “buy, hold and
sell shares” pursuant to Form N-1A.

Response to Comment 1: The Registrant
has incorporated the requested change.

Comment 2: Please review the order
of the Fund’s Principal Risk disclosures and organize such disclosures by order of importance to the applicable Fund’s Principal
Investment Strategies, giving consideration as to those risks that are reasonably likely to adversely affect the Fund’s net asset
value, yield and total return, as opposed to alphabetically (please refer to ADI 2019-08).

Response to Comment 2: The Registrant
has reordered the Fund’s Principal Risk disclosures to include the top five disclosures in order of importance and retained alphabetical
order for the remainder of the Fund’s Principal Risk disclosures.

Comment 3: With regard to the Fund’s
Sector Risk disclosure, and given the Fund was invested 32.73% in information technology at March 31, 2024, please consider adding risk
disclosure specific to the Information Technology sector in the Fund’s Principal Investment Risks. The staff

further
notes that Information Technology sector risk disclosure is included in the Fund’s Item 9 risk disclosure.

Response to Comment 3:  The Registrant
has included the following Information Technology Sector Risk to the Fund’s Principal Investment Risks:

Information Technology Sector
Risk. The information technology sector includes companies engaged in internet software and services, technology hardware and storage
peripherals, electronic equipment instruments and components, and semiconductors and semiconductor equipment, among other things. Information
technology companies face intense competition, both domestically and internationally, which may have an adverse effect on profit margins.
Information technology companies may have limited product lines, markets, financial resources or personnel. The products of information
technology companies may face rapid product obsolescence due to technological developments and frequent new product introduction, unpredictable
changes in growth rates and competition for the services of qualified personnel. Failure to introduce new products, develop and maintain
a loyal customer base, or achieve general market acceptance for their products could have a material adverse effect on a company’s
business. Companies in the information technology sector are heavily dependent on intellectual property and the loss of patent, copyright
and trademark protections may adversely affect the profitability of these companies.

Comment 4: In the last paragraph
of the Market Risk disclosure on page 12, please remove or revise the reference to LIBOR as it is no longer relevant.

Response to Comment 4: The Registrant
has incorporated the requested change.

Comment 5: With regard to the paragraph
titled “Other Fees” on page 15 of the Fund’s prospectus, it is unclear why these stated fees are not included in the
Fund’s Fees and Expenses table. Please advise or revise. Please refer to Item 3 of Form N-1A.

Response to Comment 5: Registrant
responds by stating that the referenced “Other Fees” listed on page 15 of the prospectus are fees the Fund “may charge”
and are transactional and optional, applicable if such services are requested by the shareholder. Form N-1A indicates that account fees
that are charged to a typical investor should be disclosed, but that “fees that only apply to a limited number of shareholders based
upon their particular circumstances need not be disclosed.” The fees listed in “Other Fees” are not a maximum reoccurring
account fee. They are optional and require the specific request from the shareholder, and thus fall within the category of fees that need
not be disclosed.

Comment 6: With regard to Footnote
[1] in the section titled “Additional Information About Management of the Fund,” please supplementally provide a detailed
analysis as to why shareholder vote is not necessary to effect the advisory fee structure change. Please note that the Staff may have
future comments.

Response to Comment 6: Registrant responds
to Comment 6 with the discussion and analysis:

Alta Capital currently is the sole investment
adviser to the Fund and is responsible for providing all investment advisory services pursuant to the Investment Advisory Agreement between
the Trust and Alta Capital (the “Alta Capital Advisory Agreement”). Alta Capital is a wholly-owned subsidiary of Guardian
Capital. Guardian Capital currently serves as the investment adviser for two other series of the Trust: Guardian Capital Dividend Growth
Fund and Guardian Capital Fundamental Global Equity Fund (“Global Equity Fund”). For Global Equity Fund, Guardian also oversees
a wholly-owned affiliate, GuardCap Asset Management Limited (U.K.) (“GuardCap”), which serves as the investment sub-adviser
to Global Equity Fund.

Similar to the advisory/sub-advisory arrangements
in place for Global Equity Fund, Guardian is seeking to alter the investment management structure of the Fund to create certain corporate
and operational efficiencies for Guardian Capital and the Fund and have a consistent management and oversight structure for both funds
in the Trust that employ a Guardian wholly-owned subsidiary as an investment sub-adviser.

None of the changes discussed herein will change
the nature or level of services provided to the Fund, the personnel providing such advisory services to the Fund or result in an increase
in the aggregate fees paid by the Fund for those services. The named portfolio managers of the Fund will remain the same and they will
continue to perform their respective portfolio manager roles as employees of Alta Capital.

Section 15(a) of the 1940 Act generally provides
that no person may serve as investment adviser to a registered investment company except pursuant to a written contract that, among other
things, has been approved by a majority of the outstanding voting securities of the registered investment company. Section 15(a)(4)
of the 1940 Act requires advisory contracts between an investment adviser and a registered investment company to include a provision pursuant
to which the contract would automatically terminate upon its “assignment.” In short, this provision means if there is an assignment,
the advisory agreement is terminated and a new advisory agreement would be needed, which would need to be approved by shareholders of
the Fund.

Section 2(a)(4) of the 1940 Act defines “assignment”
as “any direct or indirect transfer or hypothecation of a contract or chose in action by the assignor, or of a controlling block
of the assignor’s outstanding voting securities by a security holder of the assignor, . . . . ” Section 2(a)(9) of the 1940
Act defines “control” to mean the “power to exercise a controlling influence over the management or policies of a company,
unless such power is solely the result of an official position with such company.” Section 2(a)(9) contains a rebuttable presumption
of control when a person owns directly or indirectly through one or more controlled companies more than 25% of a company’s voting
securities.

Rule 2a-6 under the 1940 Act provides a safe
harbor from the definition of assignment provided that the transaction “does not result in a change of actual control or management
of the investment adviser to . . . an investment company.” In the release proposing Rule 2a-6, the SEC stated that when “there
is no change in the actual control or management of the investment adviser … and, hence, the actual management of the investment
company as a result of the transactions, the transactions would not appear to conflict with the Congressional concerns embodied in the
[1940]

Act.”[1]
The SEC adopted Rule 2a-6 to address, in particular, “modifications of corporate structure—which may be considered
to involve a direct or indirect transfer of a controlling block of the investment adviser’s voting securities, but which would
not affect the actual control or management of the investment adviser.[2]

Under
this safe harbor, if a transaction does not involve a “change of actual control” or a “change of actual … management,”
it will not be considered an assignment. Although there is little guidance on evaluating whether a transaction results in a change of
actual control or actual management, the SEC has noted that any such evaluation will be “primarily factual in nature.”[3]

Notably,
in Spears, Bezak Salomon & Farrell, Inc.,[4]
the SEC staff provided no-action relief where Spears sought to transfer certain
advisory agreements from Spears New York, a registered investment adviser, to a newly formed affiliated Connecticut registered investment
adviser. Spears represented that (i) the beneficial owners of the adviser under each contract would remain exactly the same notwithstanding
the transfer, with the result that there would be no change in the control of the entities responsible for the performance of the advisory
contract, (ii) there would be no change in the management or personnel actually providing the advisory services under each such contract,
and (iii) there would be no change in the ultimate legal liability of Spears-New York for the performance of the advisory contracts.

Further,
in Zurich Insurance Company, Scudder Kemper Investments, Inc., SEC No-Action Letter (Aug. 31, 1998), the SEC staff stated that
Rule 2a-6 may apply to any transaction, provided that there is no change in actual control or management of the investment adviser. When
Rule 2a-6 was first adopted many industry participants believed the rule only applied to nominal reorganizations such as changes in an
adviser’s domicile or legal form but in Zurich the SEC clarified that Rule 2a-6 could be extended beyond nominal reorganizations.
The SEC staff has also indicated that vertical corporate reorganizations, such as moving an adviser from a parent to a new subsidiary
would not be deemed an assignment if the reorganization does not result in an actual change or control or management.[5]

Additionally,
in Wells Fargo, N.A., the SEC granted no action relief with respect to the adviser’s request to delegate certain advisory
responsibilities to a wholly-owned subsidiary as a sub-adviser to 1940 Act funds.[6]
In the Wells Fargo situation, the adviser would continue to provide administrative,
supervisory and other support to the sub-adviser. The SEC staff provided that it would not recommend enforcement under Section 15(a) of
the 1940 Act if the adviser contracted with a wholly-owned subsidiary to provide sub-advisory services to the funds without shareholder

 [1] See Exemptions for Certain Investment Advisers
and Principal Underwriters of Investment Companies, 1940 Act Release No. 10809 (Aug. 6, 1979) (“Rule 2a-6 Proposing Release”).

 [2] Id.

 [3] See Exemptions for Certain Investment Advisers
and Principal Underwriters of Investment Companies, 1940 Act Release No. 11005 (Jan. 2, 1980) (“Rule 2a-6 Adopting Release”).

[4]
Spears, Bezak Salomon & Farrell, Inc., SEC No-Action Letter (Nov.
22, 1985).

[5]
Shearson/Am. Express Inc., SEC No-Action Letter (Feb. 13, 1984).

[6]
Wells Fargo. N.A., SEC No-Action Letter (March 31, 1998).

approval.
In providing this relief, the SEC staff stated that it relied on the facts and representations in the no action request but in particular
relied on the following representations provided by the adviser: (i) neither the appointment of the sub-adviser nor any changes to the
sub-advisory arrangement will result “in a reduction in the nature or level of services” provided to each fund for such services;
and (ii) appropriate notice would be provided to shareholders.

In
addition, the SEC staff has also recognized that a change in the corporate form or identity of an entity providing investment advice to
a registered investment company is not an assignment for purposes of Section 15(a)(4) of the 1940 Act.[7]
The SEC staff’s positions reflect the application of Rule 2a-6, which provides
that a “transaction which does not result in a change of actual control or management of the investment adviser” is not considered
an assignment for purposes of Section 15(a)(4).The current investment advisory services provided to the Fund are being provided solely
by Alta Capital, who is wholly-owned and controlled by Guardian. The principal change proposed for the Fund will involve the appointment
of Guardian as the investment adviser and Guardian delegating portfolio management services to Alta Capital as the investment sub-adviser
of the Fund. As noted earlier, the Fund’s current portfolio managers will continue to serve as the Fund’s portfolio managers
through their respective roles with Alta Capital. Therefore, the proposed advisory/sub-advisory restructuring will not result in an actual
change of control or management of Alta Capital and the proposed changes are akin to an internal reorganization, as described in the no-action
letters discussed above. Accordingly, while the proposed advisory/sub-advisory restructuring contemplates that: (i) the Trust, on behalf
of the Fund, and Guardian will enter into a new investment advisory agreement and; (ii) the Trust, on behalf of the Fund, Guardian and
Alta Capital will enter into a new sub-advisory agreement, there will not be any actual change in the portfolio managers who currently
serve the Fund.

The
advisory/sub-advisory restructuring does not appear to raise the concerns that Section 15(a)(4) of the 1940 Act was intended to address.
Section 15(a)(4) is “designed to prevent trafficking in investment advisory contracts by ensuring that individuals entrusted with
a fiduciary obligation to manage other people’s money cannot assign that obligation, either directly or by transferring control
of an advisory entity, without the consent of their clients.”[8]

As
noted above, Alta Capital has, and will have, the exact same ownership before and after the advisory/sub-advisory restructuring. The same
portfolio management personnel will continue to provide the same level of service to the Fund. Moreover, there will not be any additional
aggregate fees charged to the Fund as a result of the advisory/sub-advisory change.[9]
Therefore, the proposed advisory /sub-advisory restructuring would not result
in a change of control, as defined in Section 2(a)(9) of the 1940 Act, and for purposes of Rule 2a-6 of the 1940 Act, and can be implemented
without requiring the Fund to seek shareholder approval of the new investment advisory agreement with Guardian or the new sub-advisory
agreement with Alta Capital.

[7]
See e.g., Nikko International Capital Management Company, SEC No-Action
Letter (June 1, 1987) (no action relief granted where an advisory contract was transf