Amendment to Administration, Bookkeeping and Pricing Services Agreement
Amendment to Administration, Bookkeeping and Pricing Services Agreement
This Amendment (“Amendment”) is made as of [ ], 2016 (the “Effective Date”) between Stadion Investment Trust (the “Trust”), organized as a statutory trust under the laws of the State of Delaware, and ALPS Fund Services, Inc. (“ALPS”), a Colorado corporation.
WHEREAS, the Trust and ALPS previously entered into an Administration, Bookkeeping and Pricing Services Agreement dated January 17, 2013, as amended (the “Agreement”);
WHEREAS, the Trust and ALPS wish to amend Section 15 of the Agreement and Appendix A and Appendix C to the Agreement; and
WHEREAS, all capitalized terms used in the Amendment and not defined herein shall have the meaning ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties hereto, intending to be legally bound, agree that the Agreement shall be amended as follows:
1. |
Section 15 (a) is deleted and replaced in its entirety with the following:
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Initial Term. This Agreement shall become effective as of [ , 2016] (the “Start Date”) and shall continue thereafter throughout the period that ends three (3) years after the Start Date (the “Initial Term”). Until the end of the Initial Term, this Agreement may be terminated without penalty only by (i) the agreement of the parties, (ii) due to the liquidation of the Funds, (iii) a change in control of Stadion Money Management, LLC (“Stadion”), or any entity that controls, directly or indirectly, in the aggregate, a majority of the voting interest of Stadion, if ALPS continues to be the service provider, (iv) a conversion of the Funds to Exchange Traded Funds, if ALPS continues to be the service provider, or (v) for cause pursuant to Section 15(c) hereof.
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Section 15 (e) is deleted and replaced in its entirety with the following:
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3. |
[(e) Fees and Expenses Upon Termination. Should either party exercise its rights to terminate, all reasonably out-or-pocket expenses or costs associated with the movement of the Funds’ records and material will be borne by the Trust. Additionally, ALPS reserves the right to charge a maximum of [$ ] for its de-conversion services, as approved by the Trust.]
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4. |
As of the Effective Date, Appendix A of the Agreement is replaced in its entirety with the new Appendix A attached hereto and incorporated by reference herein.
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5. |
As of the Effective Date, Appendix C of the Agreement is replaced in its entirety with the new Appendix C attached hereto and incorporated by reference herein.
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Other than as amended hereby, all other provisions of the Agreement shall remain unchanged and remain in full force and effect. This Amendment shall be deemed to be an amendment to the Agreement and shall be governed, construed and interpreted in accordance with the laws of the State of Colorado, and the 1940 Act and the rules thereunder. To the extent that the laws of the State of Colorado conflict with the 1940 Act or such rules, the latter shall control.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
ALPS FUND SERVICES, INC.
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By:
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By:
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Name:
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Xxxxxx Xxxxxxx
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Name:
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Xxxxxx X. May
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Title:
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President
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Title:
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President
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APPENDIX A
LIST OF PORTFOLIOS
STADION TACTICAL GROWTH FUND
Class A Shares (ETFAX), CUSIP 00000X000
Class C Shares (ETFCX), CUSIP 00000X000
Class I Shares (ETFOX), CUSIP 00000X000
STADION TACTICAL DEFENSIVE FUND
Class A Shares (ETFRX), CUSIP 00000X000
Class C Shares (ETFZX), CUSIP 00000X000
Class I Shares (ETFWX), CUSIP 00000X000
STADION TRILOGY ALTERNATIVE RETURN FUND
Class A Shares (STTGX), CUSIP 00000X000
Class C Shares (STTCX), CUSIP 00000X000
Class I Shares (STTIX), CUSIP 00000X000
STADION ALTERNATIVE INCOME FUND
Class A Shares (TACFX), CUSIP 00000X000
Class C Shares (TACCX), CUSIP 00000X000
Class I Shares (TACSX), CUSIP 00000X000
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APPENDIX C
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