FORM OF AMENDMENT to GFS FUND SERVICES AGREEMENT
FORM OF
AMENDMENT to
THIS AMENDMENT, effective as of November 22, 2013, by and among Equinox Funds 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”).
WHEREAS, the Trust and Gemini are parties to that certain Fund Services Agreement effective December 20, 2010, by and between the Trust and Gemini (the “Fund Services Agreement”).
WHEREAS, the Trust has requested that GFS amend the Fund Services Agreement to add the Equinox XX-XX Strategy Fund and Equinox Quest Tracker Index Strategy Fund, each a new series of the Trust and GFS has agreed to do so.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein set forth, the parties hereto agree as follows:
| 1. | Amendments. |
| (a) | Appendix IV 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 Fund Services 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.
| EQUINOX FUNDS TRUST | ||
| By: | ||
| Name: | Xxxxxx Xxxx | |
| Title: | President | |
| GEMINI FUND SERVICES, LLC | ||
| By: | ||
| Name: | Xxxxx Xxxx | |
| Title: | President | |
LIST OF FUNDS
SERVICES & FEES
This Appendix IV is part of the Fund Services Agreement between Equinox Funds Trust and Gemini Fund Services, LLC and supersedes and replaces any existing fund servicing agreements with respect to the Fund(s) identified below. 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.
COVERED FUNDS
The Funds to be covered under this Agreement include:
| Fund Name* |
Board Approval Date |
|||
| Equinox Chesapeake Strategy Fund |
5/11/2011 | |||
| Equinox Crabel Strategy Fund |
5/11/2011 | |||
| Equinox Xxxxxxxx Strategy Fund |
8/18/2012 | |||
| Equinox U.S. EquityHedge Strategy Fund |
2/12/2013 | |||
| Equinox XX-XX Strategy Fund |
8/21/2013 | |||
| * | Equinox Chesapeake Strategy Fund, Equinox Crabel Strategy Fund, Equinox Xxxxxxxx Strategy Fund, Equinox U.S. EquityHedge Strategy Fund, and Equinox XX-XX Strategy Fund are collectively referred to herein as the “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 Complex for the previous month)
Fund Accounting Fees
| 1. | Complex base annual fee: $250,000.00* |
PLUS
1 basis point or 0.01% on first $250 million of net assets, plus;
0.75 basis points or 0.0075% on next $250 million of net assets, plus;
0.50 basis points or 0.0050% on net assets greater than $500 million**.
| * | International or 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). |
| ** | Based on aggregate net assets of Complex. |
| 2. | Price Quotes. Charge for equity and bond price quotes will be equal to the charge made to us by the provider of such quotes and, therefore, are subject to change. The current charges are as follows: |
| $.10 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/SOC 1 expense. Each Fund shall pay its allocated portion of the GFS annual SSAE 16/SOC 1 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. Complex base annual fee: |
10 basis points (0.10%) on the first $100 million of net assets 6 basis points (0.06%) on the next $150 million of net assets 5 basis points (0.05%) on the next $250 million of net assets 4 basis points (0.04%) on the next $500 million of net assets 3 basis points (0.03%) on the next $1 billion of net assets; 2 basis points (0.02%) on net assets greater than $2 billion*. *Based on aggregate net assets of Complex. |
The Complex base annual fee is subject to a $40,000.00 minimum annual fee.
| 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* | |
| ($2.00 annual fee per closed account) * Based on aggregate number of accounts within the Complex. |
The Complex base annual fee is subject to a $150,000.00 minimum annual fee.
| 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 XXX Transfer from prior custodian | $25.00 | |
| XXX Transfer to successor custodian | $25.00 |
| ¨ | 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 family | ||
| Monthly charge |
$ | 50.00 per fund family |
| 3. | Web Package Fees: |
| ¨ | Check this box for Shareholder Desktop Web Package (described below) |
$4,000.00 initial installation charge
$2,000.00 annual maintenance (invoiced annually in advance)
| ¨ | Check this box for Shareholder Desktop Online New Accounts (described below) |
$2,500.00 initial installation charge
$2.50 per new account fee
| ¨ | Check this box for Fund Data Web Package (described below) |
$3,000.00 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 $15,000.00 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 family, 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:
| • Anti-ID Theft Monitoring |
• Pro rata portion of annual SSAE 16/SOC 1 review | |
| • Bank Account and other Bank Fees |
• Proxy Services | |
| • Customer Identification/AML Program Costs |
• Record Storage | |
| • Fund Stationery and Supplies |
• Regulatory fees and assessments | |
| • Locating Lost Shareholders/Escheatment Costs |
• State and Federal filing fees and assessments | |
| • NSCC Charges |
• Tax Reporting | |
| • Postage |
• Telephone and Toll Free Lines | |
| • Pre and Post Sale Fulfillment |
• Travel Requested by the Trust | |
| • Printing Fund Documents |
The parties hereto agree to the Services and associated fees for the Fund(s), effective as set forth in this Appendix IV to the Fund Services Agreement.
| EQUINOX FUNDS TRUST | GEMINI FUND SERVICES, LLC | |||||||
| By: | By: | |||||||
| Xxxxxx Xxxx | Xxxxx Xxxx | |||||||
| President | President | |||||||
The undersigned investment adviser hereby acknowledges and agrees to the terms of this Fund Services Agreement.
| Equinox Fund Management, LLC 0000 Xxxxxxx Xxxxxx Xxxxx 0000 Xxxxxx, XX 00000 | ||
| By: | ||
| Name: | Xxxxxx Xxxx, President | |
