FOURTH AMENDMENT to FUND SERVICES AGREEMENT
FOURTH AMENDMENT to
THIS Amendment (this “Amendment”), effective as of November 17, 2015, by and among ▇▇▇▇▇▇▇▇ Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), and Gemini Fund Services, LLC, a Nebraska limited liability company (“Gemini”) (collectively, the “Parties”).
WHEREAS, the Parties entered into that certain Fund Services Agreement dated November 15, 2010, as amended on November 13, 2012, November 1, 2013 and March 1, 2015 (the “Agreement”); and
WHEREAS, the Parties desire to amend the Agreement as described herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein set forth, the Parties agree as follows:
1. Amendments.
| (a) | Appendix IV to the Agreement is hereby deleted in its entirety and replaced with Appendix IV attached hereto, as the same may be amended from time to time. |
2. Miscellaneous.
| (a) | Except as amended hereby, the Agreement shall remain in full force and effect. |
| (b) | This 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 Amendment to be executed by its duly authorized officer, as the case may be, as of the date and year first above written.
▇▇▇▇▇▇▇▇ TRUST
By: __/s/ ▇▇▇▇ ▇. Giovanniello________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Principal Executive Officer
GEMINI FUND SERVICES, LLC
By: /s/ ▇▇▇▇▇ Wolf_________________
Name: ▇▇▇▇▇ ▇▇▇▇
Title: President
APPENDIX IV
LIST OF FUNDS
SERVICES & FEES
This Appendix IV is part of the Fund Services Agreement between ▇▇▇▇▇▇▇▇ Trust and Gemini Fund Services, LLC. Set forth below are the Services elected by the Fund(s) identified on this Appendix IV along with the associated Fees.
EFFECTIVE DATE
The Effective Date for the Funds set forth on this Appendix IV shall be the later of the date of this Agreement or upon commencement of operations of a Fund.
COVERED FUNDS
The Funds to be covered under this Agreement include:
| Fund Name | Board Approval Date |
| ▇▇▇▇▇▇▇▇ RISK MANAGED DIVIDEND GROWTH FUND | November 15, 2010 |
| ▇▇▇▇▇▇▇▇ INTERNATIONAL RISK MANAGED DIVIDEND GROWTH FUND | November 13, 2012 |
| ▇▇▇▇▇▇▇▇ INTERNATIONAL SMALL CAP DIVIDEND GROWTH FUND | November 17, 2015 |
▇▇▇▇▇▇▇▇ Risk Managed Dividend Growth Fund, ▇▇▇▇▇▇▇▇ International Risk Managed Dividend Growth Fund and ▇▇▇▇▇▇▇▇ International Small Cap Dividend Growth Fund are collectively referred to herein as the “Fund Complex”.
SELECTED SERVICES and FEES
The Fund(s) shall pay to GFS the following fees: (all basis point fees will be calculated based upon the average net assets of the Fund for the previous month)
Fund Accounting Fees
1. Base annual fee (per Fund): $27,000.00*
PLUS
2 basis points or 0.02% on net assets of $25 million to $100 million, and
1 basis point or 0.01% on net assets greater than $100 million.
*Funds with multiple share classes will be assessed an additional $6,000.00 annual fee for each share class above one. Bond funds will be assessed an additional $6,000.00 annual fee. Fund Accounting Fees for global funds, defined as funds processing more than 25% in non-domestic assets, will be charged at 150% of the above rates (base fee as well as basis point fee).
| 2. | Price Quotes. The charge for equity and bond price quotes per security, per day will be as follows: |
| $.15 Domestic and Canadian Equities | |
| $.15 Options | |
| $.50 Corp/Gov/Agency Bonds | |
| $.50 International Equities and Bonds | |
| $.80 Municipal Bonds | |
| $1.00 CMO’s | |
| $62.50 per CDX or Equivalent (monthly fee) | |
| $62.50 per Single Name Credit Default Swap (monthly fee) | |
| 3. | Additional Charges. |
| a. | Out-of-pocket expenses. The Fund(s) shall reimburse GFS for all out-of-pocket expenses incurred by GFS to provide the Services to the Fund(s). |
| b. | Manual processing fee. The Fund(s) shall pay an additional charge of $500.00 per month for portfolios that transmit daily trades via facsimile as opposed to utilizing an electronic format. |
| c. | SSAE 16 expense. Each Fund shall pay its allocated portion of the GFS annual SSAE 16 review. |
| d. | Fund Accounting Data De-Conversion fee. Each Fund shall pay a Fund Accounting record data de-conversion fee in the amount of $2,500.00 upon a cancellation or termination of this Agreement for any reason other than liquidation of the Fund. |
Fund Administration Fees
| 1. | Base annual fee (per Fund Complex): |
9 basis points (0.09%) on the first $100 million of net assets
7 basis points (0.07%) on the next $150 million of net assets
5 basis points (0.05%) on next $250 million of net assets
3 basis points (0.03%) on the next $500 million of net assets
2 basis points (0.02%) on net assets greater than $1 billion
| 2. | State Registration (Blue Sky) Fees: |
Each Fund shall pay its allocated federal and state regulatory filing fees. In addition, each Fund shall pay GFS the following fees per state registration:
| Initial registration | $ 295.00 |
| Registration renewal | $ 150.00 |
| Sales reports (if required) | $ 25.00 |
| 3. | Additional Charges. |
| a. | Out-of-pocket expenses. The Fund(s) shall reimburse GFS for all out-of-pocket expenses incurred by GFS to provide the Services to the Fund(s). |
| b. | FIN 48 Compliance fee. Each Fund shall pay GFS $250.00 per calendar quarter for FIN 48 Compliance. |
| c. | Fund Administration Data De-Conversion fee. Each Fund shall pay a Fund Administration record data de-conversion fee in the amount of $2,500.00 upon a cancellation or |
termination of this Agreement for any reason other than liquidation of the Fund.
Transfer Agency Fees
| 1. Base annual fee: | $14.00 annual fee per open account* |
($1.00 annual fee per closed account)
*Notwithstanding the foregoing, from and after May 1, 2014, all ▇▇▇▇ ▇▇▇▇▇ ▇ accounts shall be accessed a base annual fee of $10.00 in lieu of the standard $14.00 annual fee for open accounts.
| 2. | General Activity Charges: |
| Customer Service Calls | $2.50 per call |
| Manual Transactions | $1.00 per transaction |
| New Account Opening (manual) | $2.50 per account |
| New Account Opening (electronic) | $0.40 per account |
| Incoming ▇▇▇ Transfer from prior custodian | $25.00* |
| ▇▇▇ Transfer to successor custodian | $25.00* |
*Effective as of March 1, 2013, such charges will no longer be applicable.
Check
this box to elect 24 Hour Automated Voice Response
| 24 Hour Automated Voice Response Charges: | |||
| Initial set-up (one-time) charge | $1,500.00 per Fund Complex | ||
| Monthly charge | $50.00 per Fund Complex | ||
| 3. | Web Package Fees: |
Check this box for Shareholder Desktop Web Package (described
below)
$7,500.00 initial installation charge
$2,500.00 annual maintenance (invoiced annually in advance)
Check
this box for Shareholder Desktop Online New Accounts (described below)
$2,000.00 initial installation charge
$2.50 per new account fee
Check
this box for Fund Data Web Package (described below)
$5,000.00 initial installation charge
$1,500.00 annual maintenance (invoiced annually in advance)
| 4. | Additional Charges: |
| a. | Transfer Agency De-Conversion fee. Each Fund shall pay a Transfer Agency record data de-conversion fee in the amount of $10,000.00 upon a cancellation or termination of this Agreement for any reason other than liquidation of the Fund. |
| b. | Rule 22c-2 compliance fee. The Funds shall pay a $100.00 monthly administration fee for Rule 22c-2 compliance per Fund Complex, plus an additional monthly fee of $25.00 per Fund. |
Special Reports/Programming Fees
All special reports analyses and/or programming requested by a Fund or the Trust under this Agreement shall be subject to an additional programming charge, agreed upon in advance, based upon the following rates:
| GFS Senior & MIS Staff | $200.00 per hour |
| GFS Junior Staff | $100.00 per hour |
Out -of-pocket Expenses
The Trust shall reimburse GFS for all out-of-pocket expenses incurred by GFS when performing Services under this Agreement, including but not limited to the following:
| o Anti-ID Theft Monitoring | o Pro rata portion of annual SSAE 16 review |
| o Bank Account and other Bank Fees | o Proxy Services |
| o Customer Identification/AML Program Costs | o Record Storage |
| o Fund Stationery and Supplies | o Regulatory fees and assessments |
| o Locating Lost Shareholders/Escheatment Costs | o State and Federal filing fees and assessments |
| o NSCC Charges | o Tax Reporting |
| o Postage | o Telephone and Toll Free Lines |
| o Pre and Post Sale Fulfillment | o Travel Requested by the Trust |
|
o Printing Fund Documents
|
Signature page follows
IN WITNESS WHEREOF, the parties hereto have executed this Appendix IV to the Fund Services Agreement effective as of November 17, 2015.
|
▇▇▇▇▇▇▇▇ TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Principal Executive Officer |
GEMINI FUND SERVICES, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ President |
The undersigned investment adviser hereby acknowledges and agrees to the terms of this Fund Services Agreement.
▇▇▇▇▇▇▇▇ Capital Management, LLC
Eight Tower Bridge
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Chief Investment Officer