0000910472-11-000511 Sample Contracts

UNDERWRITING AGREEMENT Between EQUINOX FUNDS TRUST and NORTHERN LIGHTS DISTRIBUTORS, LLC
Underwriting Agreement • April 6th, 2011 • Equinox Funds Trust • Nebraska

THIS UNDERWRITING AGREEMENT effective the 30th day of December, 2010 by and between EQUINOX FUNDS TRUST, a Delaware statutory trust, having its principal office and place of business at 1775 Sherman Street, Suite 2500, Denver, Colorado 80203 (the “Trust”), and NORTHERN LIGHTS DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 4020 South 147th Street, Omaha, Nebraska 68137 (“NLD”).

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FUND SERVICES AGREEMENT between EQUINOX FUNDS TRUST and
Fund Services Agreement • April 6th, 2011 • Equinox Funds Trust • New York

THIS FUND SERVICES AGREEMENT (the “Agreement”) made as of the __ day of December, 2010, by and between EQUINOX FUNDS TRUST, a Delaware statutory trust having its principal office and place of business at 1160 Lincoln Street, Denver, CO 80264 (the "Trust") and GEMINI FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 4020 South 147th Street, Omaha, Nebraska 68137 (“GFS”). This Agreement replaces and supersedes all prior understandings and agreements between the parties hereto for the services described below.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 6th, 2011 • Equinox Funds Trust • Delaware

AGREEMENT made as of December 30, 2010, between EQUINOX FUNDS TRUST, a Delaware Statutory Trust (herein called the “Trust”) on behalf of the series of the Trust set forth on Schedule A to this Agreement (the “Fund”), and EQUINOX FUND MANAGEMENT, LLC, a Delaware Limited Liability Company (herein called the “Investment Adviser”).

Contract
Custodian Agreement • April 6th, 2011 • Equinox Funds Trust • California

This Custodian Agreement (“Agreement”) is made as of December 20, 2010 by and between Equinox Funds Trust ("Principal"), a management company registered under the Act with separate portfolios listed in Appendix C (each a “Fund”), and Union Bank, N.A. ("Custodian").

CONSULTING AGREEMENT
Consulting Agreement • April 6th, 2011 • Equinox Funds Trust • New York

This Consulting Agreement (the “Agreement”) is effective December 20, 2010 between NORTHERN LIGHTS COMPLIANCE SERVICES, LLC, a Nebraska limited liability company located at 450 Wireless Boulevard, Hauppauge, NY 11788 (“NLCS”), and EQUINOX FUNDS TRUST, a registered investment company organized as a Delaware business trust, located at 1775 Sherman Street, Suite 2500, Denver, Colorado 80203 (the "Trust"), on behalf of each portfolio series listed on the attached Appendix A (each a “Fund” and collectively “Funds”).

Equinox Fund Management, LLC
Initial Capital Agreement • April 6th, 2011 • Equinox Funds Trust

In order to provide Equinox Funds Trust (the “Trust”) with the initial capital required pursuant to Section 14 of the Investment Company Act of 1940, as amended, Equinox Fund Management, LLC (“Equinox”) is hereby purchasing from the Trust 10,000 shares of beneficial interest, $0.01 par value, of Class A shares of Equinox Market Neutral Commodity Strategy Fund, a series of the Trust (the “Shares”), at a purchase price of $10.00 per share, for a total purchase price of $100,000.

FORM OF EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • April 6th, 2011 • Equinox Funds Trust

THIS AGREEMENT is entered into as of the ____ of __________, 2011, by and between EQUINOX FUND MANAGEMENT, LLC (the “Adviser”) and EQUINOX FUNDS TRUST (the “Trust”), on behalf of each of the series of the Trust set forth on Schedule A to this Agreement (each a “Fund,” and collectively, the “Funds”).

EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • April 6th, 2011 • Equinox Funds Trust

THIS AGREEMENT is entered into as of the 30th of December, 2010, by and between EQUINOX FUND MANAGEMENT, LLC (the “Adviser”) and EQUINOX FUNDS TRUST (the “Trust”), on behalf of Equinox Market Neutral Commodity Strategy Fund (the “Fund”).

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