SECOND AMENDMENT TO FUND SERVICES AGREEMENT
SECOND AMENDMENT TO
Second Amendment to the Fund Services Agreement dated September 10, 2013 (this “2nd Amendment”) made by and between Gemini Fund Services, LLC, a Nebraska limited liability company (“GFS”), and Forethought Variable Insurance Trust, a Delaware statutory trust (the “Trust”), (each a “Party” and together the “Parties”).
WHEREAS, GFS and the Trust are parties to that certain Fund Services Agreement dated September 10, 2013, as amended (the “Agreement”); and
WHEREAS, the U.S. Securities and Exchange Commission adopted new rules and forms to modernize the reporting and disclosure of information by registered investment companies (the “Reporting Modernization Rules”); and
WHEREAS, GFS seeks the Trust’s approval of additional fees associated with the preparation and filing of the newly adopted forms N-PORT and N-CEN as required by the Reporting Modernization Rules to cover the increased cost to GFS of providing such services effective November 12, 2018; and
WHEREAS, the Trust’s Board of Trustees is agreeable to the aforementioned additional fees.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein set forth, the parties hereto agree to amend the Agreement as follows:
1. Amendments.
(a) Section 6 of Appendix I to the Agreement hereby is deleted in its entirety and replaced with the following:
6) Provide all raw data available from its mutual fund accounting system for the Fund’s investment adviser or the administrator to assist in preparation of the following:
a. Semi-annual financial statements;
b. Annual form N-CEN and annual tax returns;
c. Financial data necessary to update form N-1A; and
d. Annual proxy statement.
(b) Section 9 of Appendix II to the Agreement hereby is deleted in its entirety and replaced with the following:
9) In consultation with legal counsel for the Trust, assist in and monitor, where applicable, the preparation, filing, printing and dissemination to shareholders of the following:
a. amendments to the Trust’s Registration Statement on Form N-1A;
b. periodic reports to the Trustees, shareholders and the SEC, including but not limited to annual reports and semi-annual reports;
c. notices pursuant to Rule 24f-2;
d. proxy materials; and
e. reports to the SEC on Forms N-CEN, N-CSR, N-Q,
N-PORT, N-23c-3 and N-PX (as applicable).
(c) Appendix IV to the Agreement hereby is amended by adding the following:
Reporting Modernization fees. In addition to the Annual Fee discussed above, beginning November 12, 2018, each Fund shall pay a monthly reporting modernization fee for third-party data and technology and personnel costs associated with N-PORT and N-CEN filings. These fees are described in the attached Schedules 1, 2, and 3, which may be amended from time to time at the mutual agreement of the Parties.
2. Miscellaneous.
(a) Except as hereby amended, the Agreement shall remain in full force and effect.
(b) This 2nd Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each party hereto has caused this 2nd Amendment to be executed by its duly authorized officer as of the date and year first above written.
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GEMINI FUND SERVICES, LLC | |||
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By: |
/s/Xxxxxx Xxxxx |
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By: |
/s/Xxxxx Xxxx |
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Name: Xxxxxx Xxxxx |
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Name: Xxxxx Xxxx |
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Title: President |
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Title: President |
Schedule 1 — List of Funds with current categories
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Fund Name |
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Fund Type+ |
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Volume of |
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Derivatives@ |
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GA American Funds Managed Risk Portfolio |
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Fund of Funds |
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Low |
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No |
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GA Balanced Managed Risk Portfolio |
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Fund of Funds |
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Low |
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No |
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GA BlackRock Global Allocation Managed Risk |
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Fund of Funds |
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Low |
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No |
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GA Franklin Dividend & Income Managed Risk Portfolio |
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Equity & Fixed Income |
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Moderate |
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Swaps, Forwards |
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GA Xxxxxxx Xxxxx Dynamic Trends Portfolio |
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Fund of Funds & Treasury |
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Low |
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No |
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GA Growth Managed Risk Portfolio |
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Fund of Funds |
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Low |
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No |
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GA Moderate Growth Managed Risk Portfolio |
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Fund of Funds |
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Low |
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No |
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GA Motif Technological Innovations Portfolio |
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Equity |
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Low |
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No |
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GA PIMCO Tactical Allocation Portfolio |
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Fund of Funds & Fixed Income |
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Low |
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Swaps, Forwards, Options, Swaptions |
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GA Select Advisor Managed Risk Portfolio |
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Fund of Funds |
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Low |
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No |
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GA Wellington Research Managed Risk Portfolio |
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Equity & Fixed Income |
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Moderate |
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Occasional Swap Positions |
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GA Wilshire Dynamic Conservative Allocation Portfolio |
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Fund of Funds |
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Low |
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No |
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GA Wilshire Dynamic Growth Allocation Portfolio |
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Fund of Funds |
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Low |
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No |
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GA BlackRock Allocation Portfolio |
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Fund of Funds |
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Low |
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No |
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GA BlackRock Disciplined Core Portfolio |
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Equity |
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Moderate |
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No |
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GA BlackRock Disciplined Growth Portfolio |
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Equity |
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Low |
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No |
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GA BlackRock Disciplined International Core Portfolio |
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International Equity |
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Moderate |
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Forwards |
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GA BlackRock Disciplined Mid Cap Growth Portfolio |
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Equity |
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Moderate |
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No |
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GA BlackRock Disciplined Small Cap Portfolio |
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Equity |
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Moderate |
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No |
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GA BlackRock Disciplined US Core Portfolio |
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Equity |
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Moderate |
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No |
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GA BlackRock Disciplined Value Portfolio |
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Equity |
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Moderate |
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No |
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GA BlackRock High Yield Portfolio |
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Fixed Income |
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Moderate |
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No |
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GA Xxxxxxx Sachs Core Fixed Income Portfolio |
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Fixed Income |
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Moderate |
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Swaps, Forwards |
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GA Xxxxxxx Xxxxx Global Equity Insights Portfolio |
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International Equity |
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Moderate |
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No |
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GA Xxxxxxx Sachs Large Cap Growth Insights Portfolio |
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Equity |
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Low |
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No |
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GA Xxxxxxx Xxxxx Mid Cap Value Insights Portfolio |
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Equity |
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Low |
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No |
+ Based on data as of June 30, 2018.
Schedule 2 — Fee Matrix pre-filing requirement
The below annualized fees will be in effect from November 12, 2018 through May 31, 2019, prior to the liquidity classification and filing requirement of Forms N-PORT and N-CEN. Each Fund will be billed on a monthly basis an amount equal to 1/12th of the applicable annual fee below.
For periods through May 31, 2019
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TIER 2 ICE DATA |
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Equity Fund/Fund of Funds(1),(2) |
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Low Volume |
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Moderate Volume |
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High Volume |
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$ |
1,800 |
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$ |
2,200 |
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$ |
2,600 |
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Service Fee Estimate(3),(4) |
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No Derivatives |
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$ |
6,000 |
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$ |
7,800 |
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$ |
8,200 |
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$ |
8,600 |
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Derivatives |
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$ |
6,800 |
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$ |
8,600 |
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$ |
9,000 |
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$ |
9,400 |
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TIER 2 ICE DATA |
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Fixed Income/Multi-Asset Class(1),(2) |
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Low Volume |
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Moderate Volume |
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High Volume |
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$ |
3,600 |
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$ |
4,400 |
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$ |
5,200 |
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Service Fee Estimate(3),(4) |
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No Derivatives |
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$ |
6,800 |
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$ |
10,400 |
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$ |
11,200 |
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$ |
12,000 |
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Derivatives |
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$ |
7,600 |
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$ |
11,200 |
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$ |
12,000 |
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$ |
12,800 |
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(1) Low = less than 250 positions; Moderate = 250 to 1000 positions; High = in excess of 1000 positions.
(2) Does not include cost of liquidity classifications.
(3) Does not include futures contracts for the purpose of this assessment. The focus is on swaps and other products which may have underlying reporting challenges.
(4) 20% discount until filing requirement becomes effective.
(5) Includes cost of liquidity classifications.
Schedule 3 — Fee Matrix post-filing requirement
The below annualized fees are effect beginning June 1, 2019 and include both filing costs and liquidity classification provided through Gemini. Each Fund will be billed on a monthly basis an amount equal to 1/12th of the applicable annual fee below.
For periods after June 1, 2019
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TIER 2 ICE DATA |
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Equity Fund/Fund of Funds(1),(5) |
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Low Volume |
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Moderate Volume |
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High Volume |
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$ |
2,250 |
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$ |
2,750 |
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$ |
3,250 |
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Service Fee Estimate(3) |
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No Derivatives |
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$ |
7,500 |
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$ |
9,750 |
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$ |
10,250 |
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$ |
10,750 |
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Derivatives |
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$ |
8,500 |
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$ |
10,750 |
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$ |
11,250 |
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$ |
11,750 |
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TIER 2 ICE DATA |
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Fixed Income/Multi-Asset Class(1),(5) |
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Low Volume |
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Moderate Volume |
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High Volume |
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$ |
4,500 |
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$ |
5,500 |
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$ |
6,500 |
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Service Fee Estimate(3) |
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No Derivatives |
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$ |
8,500 |
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$ |
13,000 |
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$ |
14,000 |
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$ |
15,000 |
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Derivatives |
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$ |
9,500 |
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$ |
14,000 |
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$ |
15,000 |
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$ |
16,000 |
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(1) Low = less than 250 positions; Moderate = 250 to 1000 positions; High = in excess of 1000 positions.
(2) Does not include cost of liquidity classifications.
(3) Does not include futures contracts for the purpose of this assessment. The focus is on swaps and other products which may have underlying reporting challenges.
(4) 20% discount until filing requirement becomes effective.
(5) Includes cost of liquidity classifications.
