X0405 TA-1/A 0001253179 XXXXXXXX 084-06083 true LIVE SEC GEMINI FUND SERVICES, LLC GEMINI FUND SERVICES LLC 277186 4221 N. 203rd Street Suite 100 Elkhorn NE 68022 N 402-522-6318 Y 80 Arkay Drive Suite 110 Hauppauge NY 11788 225 Pictoria Drive Suite 450 Cincinnati OH 45246 N N N Other Kara Brianna Baird 05/01/2012 Senior Vice President daily management of registrant 07/23/2021 Kevin Eric Wolf 05/01/2012 Executive Vice President directs affairs of registrant Kristin Sara McCann 06/01/2012 Chief Compliance Officer compliance oversight of registrant William John Strait 10/08/2012 General Counsel/Secretary legal/management oversight of registrant Mark Daniel Applegarth 10/24/2006 Treasurer/Manager financial/management oversight 02/01/2019 NorthStar Financial Services Group, LLC (NFSG) 04/10/2003 Holding company of registrant Sole member of registrant 02/01/2019 NorthStar Topco, LLC (Topco) 04/30/2015 indirect owner sole member of NFSG 02/01/2019 TA XI NS AIV, L.P. 04/30/2015 indirect owner majority owner of Topco 02/01/2019 TA Associates XI GP, L.P. (TA XI GP) 04/30/2015 indirect owner general partner of TA XI NS AIV, L.P. 02/01/2019 TA Associates, L.P. 04/30/2015 indirect owner general partner of TA XI GP 02/01/2019 Kevin James Hesselbirg 04/10/2017 Chief Executive Officer/Manager directs affairs of registrant 02/01/2019 William Sayler Wostoupal 03/01/2018 Manager directs affairs of registrant 02/01/2019 Julie Ann Lane 03/01/2018 Manager directs affairs of registrant 02/01/2019 David James Young 03/01/2018 Manager directs affairs of registrant 02/01/2019 Michael Joseph Wagner 04/01/2018 Manager directs affairs of registrant 02/01/2019 Gary Richard Tenkman 02/01/2019 Chief Executive Officer directs affairs of registrant William Jacob Tomko 02/01/2019 Executive Vice President directs affairs of registrant David Kenneth James 02/01/2019 Chief Risk Officer risk oversight of registrant Kurt Bruno Krebs 02/01/2019 Chief Financial Officer financial/management oversight 10/18/2019 The Ultimus Group Midco, LLC (Midco) 02/01/2019 holding company of registrant sole member of registrant The Ultimus Group Intermediate, LLC (Intermediate) 02/01/2019 indirect owner sole member of Midco The Ultimus Group, LLC (UG) 02/01/2019 indirect owner sole member of Intermediate GTCR Fund XII/B LP (Fund) 02/01/2019 indirect owner majority owner of UG GTCR Partners XII/B LP (Partners) 02/01/2019 indirect owner general partner of Fund GTCR Investment XII LLC 02/01/2019 indirect owner general partner of Partners Ian Andrew Martin 03/01/2020 Chief Administrative Officer direct affairs of registrant Nicole Lynn Tichota 07/30/2021 Senior Vice President daily management of registrant Limited Liability Company N N N N N N Y Gemini Fund Services, LLC (the registrant) Order Instituting Cease and Desist Proceedings 05/02/2013 United States Securities and Exchange Commission In connection with a notice served on two series trusts serviced by registrant as fund administrator, the SEC alleged that, during the period January 2009 through December 2010, the registrant caused the trusts to violate certain federal securities laws. The SEC alleged that the registrant, in its capacity as fund administrator to certain series formed under the trusts, failed to ensure that certain shareholder reports contained adequate disclosure of the process by which the trustees evaluated the terms of certain advisory contracts entered into by the trusts and, in doing so, violated Section 30(e) of the Investment Company Act of 1940 and Rule 30(e)(1) promulgated thereunder. The SEC also alleged that the registrant failed to ensure that certain series of the trusts maintained and preserved copies of written materials that the trustees considered in reviewing and approving certain advisory contracts in violation of Section 31(a) of the Investment Company Act of 1940 and Rule 31a-2(a)(6) promulgated thereunder. In settlement, registrant agreed to cease and desist from committing or causing any future violations, pay a $50,000 fine, and hire an independent consultant to review the compliance program relating to the trusts. Michael Miola Order Instituting Cease and Desist Proceedings 05/02/2013 United States Securities and Exchange Commission Mr. Miola was a control affiliate with respect to the registrant. In a notice served on two series trusts for which Mr. Miola served as chairman of the Board of Trustees, the SEC alleged that, during the period January 2009 through December 2010, the trustees of the trusts, including Mr. Miola, caused the trusts to violate certain federal securities laws. The SEC alleged that, on certain occasions during the relevant period, disclosures included in shareholder reports concerning the trustees' evaluation process with respect to certain advisory contracts entered into by certain series of the trusts contained boilerplate disclosures that were materially untrue or misleading in violation of Section 34(b) of the Investment Company Act of 1940. Because such disclosures were made based on board minutes reviewed and approved by the trustees, the SEC deemed the violations to have been caused by the trustees. Also during the relevant period, the SEC deemed that the trustees were a cause of certain series' violations of Rule 38a-1(a)(1) under the Investment Company Act of 1940, which requires registered investment companies to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws. Specifically, the trustees failed to implement those series' policies and procedures to the extent they required the series' chief compliance officer to provide the adviser's compliance manuals to the trustees for their review, or as an alternative, summaries of the compliance programs upon which the trustees could rely in approving the compliance manuals of the series' new advisers. Mr. Miola agreed to cease and desist from committing any future violations and hire an independent compliance consultant to review the compliance program relating to the trusts. Unified Fund Services, Inc. (now know as Ultimus Asset Services, LLC) and Michael E. Durham In the Matter of Unified Fund Services, Inc. and Michael E. Durham 05/05/2006 U.S. Securities and Exchange Commission The Commission found that Unified violated or caused to be violated various federal securities laws related to certain fund administration and accounting activities that occurred from 1999 through 2002. Cease and Desist Order Y Gemini Fund Services, LLC (the registrant) Order Instituting Cease and Desist Proceedings 05/02/2013 United States Securities and Exchange Commission In connection with a notice served on two series trusts serviced by registrant as fund administrator, the SEC alleged that, during the period January 2009 through December 2010, the registrant caused the trusts to violate certain federal securities laws. The SEC alleged that the registrant, in its capacity as fund administrator to certain series formed under the trusts, failed to ensure that certain shareholder reports contained adequate disclosure of the process by which the trustees evaluated the terms of certain advisory contracts entered into by the trusts and, in doing so, violated Section 30(e) of the Investment Company Act of 1940 and Rule 30(e)(1) promulgated thereunder. The SEC also alleged that the registrant failed to ensure that certain series of the trusts maintained and preserved copies of written materials that the trustees considered in reviewing and approving certain advisory contracts in violation of Section 31(a) of the Investment Company Act of 1940 and Rule 31a-2(a)(6) promulgated thereunder. In settlement, registrant agreed to cease and desist from committing or causing any future violations, pay a $50,000 fine, and hire an independent consultant to review the compliance program relating to the trusts. Northern Lights Compliance Services, LLC Order Instituting Cease and Desist Proceedings 05/02/2013 United States Securities and Exchange Commission In connection with a notice served on two series trusts serviced by registrant as fund administrator, the SEC alleged that, during the period January 2009 through December 2010, Northern Lights Compliance Services, LLC (NLCS), an affiliate under common control with the registrant, caused the trusts to violate certain federal securities laws. The SEC alleged that NLCS, in its capacity as chief compliance officer to certain series formed under the trusts, together with the trustees, failed to ensure that certain series of the trusts implemented their policies and procedures concerning the items upon which the trustees could rely when the trustees approved certain investment advisor compliance programs based on NLCS's report that such advisers' compliance manuals were "sufficient" and "in use" and that their code of ethics and proxy voting policies were "compliant." The SEC deemed that such failure constituted a violation of Rule 38a-1(a)(1) promulgated under the Investment Company Act of 1940. In settlement, NLCS agreed to cease and desist from committing or causing any future violations, pay a $50,000 fine, and hire an independent consultant to review the compliance program relating to the trusts. Michael Miola Order Instituting Cease and Desist Proceedings 05/02/2013 United States Securities and Exchange Commission Mr. Miola was a control affiliate with respect to the registrant. In a notice served on two series trusts for which Mr. Miola served as chairman of the Board of Trustees, the SEC alleged that, during the period January 2009 through December 2010, the trustees of the trusts, including Mr. Miola, caused the trusts to violate certain federal securities laws. The SEC alleged that, on certain occasions during the relevant period, disclosures included in shareholder reports concerning the trustees' evaluation process with respect to certain advisory contracts entered into by certain series of the trusts contained boilerplate disclosures that were materially untrue or misleading in violation of Section 34(b) of the Investment Company Act of 1940. Because such disclosures were made based on board minutes reviewed and approved by the trustees, the SEC deemed the violations to have been caused by the trustees. Also during the relevant period, the SEC deemed that the trustees were a cause of certain series' violations of Rule 38a-1(a)(1) under the Investment Company Act of 1940, which requires registered investment companies to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws. Specifically, the trustees failed to implement those series' policies and procedures to the extent they required the series' chief compliance officer to provide the adviser's compliance manuals to the trustees for their review, or as an alternative, summaries of the compliance programs upon which the trustees could rely in approving the compliance manuals of the series' new advisers. Mr. Miola agreed to cease and desist from committing any future violations and hire an independent compliance consultant to review the compliance program relating to the trusts. Gemini Fund Services, LLC (the registrant) Order Instituting Cease and Desist Proceedings 01/22/2018 United States Securities and Exchange Commission The registrant served as the administrator for GL Beyond Income Fund, a closed-end interval fund (the "Fund"), during the period from January 2012 until March 2015 and was responsible for calculating and reporting the daily net asset value ("NAV") for the Fund. The SEC alleged that during the period from February 2013 to December 2014, the NAV that the registrant reported was inflated because it included certain fraudulent assets. The SEC acknowledged that the registrant did not know that these assets were fraudulent, but alleged that: (i) the registrant did know that the Fund's custodian bank did not have adequate proof of the existence of many of these fraudulent assets, (ii) there were discrepancies between the registrant's records and those of the custodian bank, and (iii) the registrant failed to notify the investing public or the Fund's board of trustees of such discrepancies. In settlement, registrant agreed to cease and desist from committing or causing any future violations; pay a civil monetary penalty, disgorge a portion of its revenue, and hire an independent compliance consultant. Unified Fund Services, Inc. (now known as Ultimus Asset Services, LLC) and Michael E. Durham In the Matter of Unified Fund Services, Inc. and Michael E. Durham 05/05/2006 U.S. Securities and Exchange Commission The Commission found that Unified violated or caused to be violated various federal securities laws related to certain fund administration and accounting activities that occurred from 1999 through 2002. Cease and Desist Order N N N Y Unified Financial Securities, LLC C93-03-409 05/05/1989 Iowa Securities Bureau Filed audited financials late. $500 civil penalty. Y Northern Lights Distributors, LLC R-2004-0004 01/27/2004 Commonwealth of Massachusetts-Secretary of the Commonwealth, Securities Division Northern Lights Distributors, LLC (NLD), an affiliate under common control with the registrant, consented to the following with respect to Michael Miola in connection with the regulatory action taken by the National Association of Securities Dealers, Inc. against Mr. Miola as disclosed under Item 10(e)(2) - Mr. Miola's activities with NLD will be limited to a quarterly review of the performance of the firm and its management, he will not serve as a director, officer, principal, supervisor, or manager of NLD, he will have no power to direct the policies, procedures or operations of NLD, he will have no communications with the public on behalf of NLD, he will not be employed as an agent of NLD in Massachusetts, and he will not transact business in Massachusetts as an agent of NLD. Consent Northern Lights Distributors, LLC (f/k/a Aquarius Fund Distributors, LLC) Registration Agreement Restriction Notice 10/27/2003 State of Florida Office of Financial Regulation In connection with an application to the State of Florida Office of Financial Regulation, Northern Lights Distributors, LLC (NLD), an affiliate under common control with the registrant, consented to the following with respect to Michael Miola in connection with the regulatory action taken by the National Association of Securities Dealers, Inc. (NASD) against Mr. Miola as disclosed under Item 10(e)(2) - NLD agreed that Mr. Miola shall have no power to direct the policies, procedures, or operations of NLD, will not be permitted to serve on the Board of NLD or serve as an officer in any capacity and agreed that Mr. Miola will not act in any principal, supervisory, or managerial capacity of NLD, to offer for sale and sell only those securities that are exempt from the provision of Rule 3E-600.012(5), Florida Administrative Code, that its chief compliance officer will be actively involved in the maintenance of the firm's compliance with the rules and regulations of the states in which the firm is registered, the NASD, the SEC, to not engage in any prohibited business practice as that term is defined in Rule 3E-600.013, Florida Administrative Code, to immediately report specified complaints, and to comply with all state and federal securities laws. Consent N Y Northern Lights Distributors, LLC R-2004-0004 01/27/2004 Commonwealth of Massachusetts-Secretary of the Commonwealth, Securities Division Northern Lights Distributors, LLC (NLD), an affiliate under common control with the registrant, consented to the following with respect to Michael Miola in connection with the regulatory action taken by the National Association of Securities Dealers, Inc. against Mr. Miola as disclosed under Item 10(e)(2) - Mr. Miola's activities with NLD will be limited to a quarterly review of the performance of the firm and its management, he will not serve as a director, officer, principal, supervisor, or manager of NLD, he will have no power to direct the policies, procedures or operations of NLD, he will have no communications with the public on behalf of NLD, he will not be employed as an agent of NLD in Massachusetts, and he will not transact business in Massachusetts as an agent of NLD. Consent Northern Lights Distributors, LLC (f/k/a Aquarius Fund Distributors, LLC) Registration Agreement Restriction Notice 10/27/2003 State of Florida Office of Financial Regulations In connection with an application to the State of Florida Office of Financial Regulation, Northern Lights Distributors, LLC (NLD), an affiliate under common control with the registrant, consented to the following with respect to Michael Miola in connection with the regulatory action taken by the National Association of Securities Dealers, Inc. (NASD) against Mr. Miola as disclosed under Item 10(e)(2) - NLD agreed that Mr. Miola shall have no power to direct the policies, procedures, or operations of NLD, will not be permitted to serve on the Board of NLD or serve as an officer in any capacity and agreed that Mr. Miola will not act in any principal, supervisory, or managerial capacity of NLD, to offer for sale and sell only those securities that are exempt from the provision of Rule 3E-600.012(5), Florida Administrative Code, that its chief compliance officer will be actively involved in the maintenance of the firm's compliance with the rules and regulations of the states in which the firm is registered, the NASD, the SEC, to not engage in any prohibited business practice as that term is defined in Rule 3E-600.013, Florida Administrative Code, to immediately report specified complaints, and to comply with all state and federal securities laws. Consent N N Y Michael Miola Letter of Acceptance Waiver and Consent 01/23/2002 National Association of Securities Dealers, Inc. While associated with an unaffiliated entity, a regulatory action was initiated on January 23, 2002 by the National Association of Securities Dealers, Inc. (NASD) against Michael Miola primarily involving the misdirected review and approval of advertising materials. Mr. Miola was fined $25,000, which included disgorgement of $4,565.43, and was suspended from association with any NASD member in any capacity for 30 days. The fine was due and payable prior to the earlier of reassociation with any NASD member following the suspension or any request for relief from any statutory disqualification. The suspension was effective March 4, 2002 through the close of business on April 2, 2002. Mr. Miola received a letter from the NASD dated August 7, 2003 that stated that the fine had been paid in full and his obligation to the NASD was fulfilled. $25,000 fine and 30 day NASD suspension Unified Underwriters, Inc. (now known as Unified Financial Securities, LLC) N/A 03/16/1971 National Association of Securities Dealers, Inc. Alleged certain violations of the Rules of Fair Practice with respect to the purchase of new issues and free riding. Fine of $12,000. Unified Financial Securities, LLC C8A910016 05/20/1991 National Association of Securities Dealers, Inc. Alleged that Unified violated certain provisions of the Rules of Fair Practice in that it failed to accurately compute its special reserve bank account, failed to reflect on its securities ledger three stock positions, and failed to accurately compute net capital. Censured and fined $5,000. Unified Financial Securities, LLC C8A900012 11/07/1990 National Association of Securities Dealers, Inc. Alleged that Unified, acting through Markell Kaiser, violated certain provisions of the Rules of Fair Practice with respect to the withdrawal of funds from its reserve account without adequate support, a reserve account deficiency, and the filing of an inaccurate Focus Report, Part I. Censured and fined $4,000. N Y Michael Miola Letter of Acceptance Waiver and Consent 01/23/2002 National Association of Securities Dealers, Inc. While associated with an unaffiliated entity, a regulatory action was initiated on January 23, 2002 by the National Association of Securities Dealers, Inc. (NASD) against Michael Miola primarily involving the misdirected review and approval of advertising materials. Mr. Miola was fined $25,000, which included disgorgement of $4,565.43, and was suspended from association with any NASD member in any capacity for 30 days. The fine was due and payable prior to the earlier of reassociation with any NASD member following the suspension or any request for relief from any statutory disqualification. The suspension was effective March 4, 2002 through the close of business on April 2, 2002. Mr. Miola received a letter from the NASD dated August 7, 2003 that stated that the fine had been paid in full and his obligation to the NASD was fulfilled. $25,000 fine and 30 day NASD suspension N N N N Ian Martin 513-869-4299 Chief Administrative Officer 09/03/2021