INVESTMENT ADVISORY AGREEMENT
This Investment Advisory Agreement
(“Agreement”) is made and entered into effective as of February 18, 2010 by and
between WynnCorr Capital Management, LLC, an Illinois limited liability company
(the “Advisor”), and the Starboard Investment Trust (the “Trust”), a Delaware
statutory trust, on behalf of the WynnCorr Value Fund (the “Fund”), a series of
the Trust.
WHEREAS, the Trust is registered as an
open-end management investment company under the Investment Company Act of 1940,
as amended (the “Investment Company Act”);
WHEREAS, the Trust has designated the
Fund as a series of interests in the Trust;
WHEREAS, the Advisor is registered as
an investment advisor under the Investment Advisers Act of 1940 (the “Advisers
Act”), and engages in the business of asset management; and
WHEREAS, the Trust desires to retain
the Advisor to furnish investment management services to the Fund and the
Advisor is willing to furnish such services;
NOW THEREFORE, in consideration of the
promises and mutual covenants herein contained, it is agreed between the parties
hereto as follows:
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1.
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Appointment. The
Trust appoints the Advisor as investment advisor to the Fund, a series of
the Trust, for the period and on the terms set forth in this
Agreement. The Advisor accepts such appointment and agrees to
furnish the services set forth herein, for the compensation indicated in
Appendix A.
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2.
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Obligations of the
Advisor. Subject to the supervision of the Trust’s Board
of Trustees, the Advisor will provide a continuous investment program for
the Fund.
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(a)
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Services. The
Advisor agrees to perform the following services for the Fund and
Trust:
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(i)
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Manage
the investment and reinvestment of the assets of the
Fund;
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(ii)
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Continuously
review, supervise, and administer the investment program of the
Fund;
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(iii)
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Determine,
in its discretion, the securities to be purchased, retained, or sold (and
implement those decisions) with respect to the
Fund;
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(iv)
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Provide
the Fund and Trust with records concerning the Advisor’s activities under
this Agreement which the Fund and Trust are required to
maintain;
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(v)
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Render
regular reports to the Trust’s trustees and officers concerning the
Advisor’s discharge of the foregoing responsibilities;
and
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(vi)
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Perform
such other services as agreed by the Advisor and the Trust from time to
time.
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The
Advisor shall discharge the foregoing responsibilities subject to the control of
the trustees and officers of the Trust and in compliance with (i) such policies
as the trustees may from time to time establish; (ii) the Fund’s objectives,
policies, and limitations as set forth in its prospectus and statement of
additional information,
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as the
same may be amended from time to time; and (iii) with all applicable laws and
regulations. All services to be furnished by the Advisor under this
Agreement may be furnished through the medium of any directors, officers, or
employees of the Advisor or through such other parties as the Advisor may
determine from time to time.
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(b)
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Expenses and
Personnel. The Advisor agrees, at its own expense or at
the expense of one or more of its affiliates, to render its services and
to provide the office space, furnishings, equipment, and personnel as may
be reasonably required in the judgment of the trustees and officers of the
Trust to perform the services on the terms and for the compensation
provided herein. The Advisor shall authorize and permit any of
its officers, directors, and employees, who may be elected as trustees or
officers of the Trust, to serve in the capacities in which they are
elected. Except to the extent expressly assumed by the Advisor
herein and except to the extent required by law to be paid by the Advisor,
the Trust shall pay all costs and expenses in connection with its
operation.
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(c)
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Fund
Transactions. The Advisor is authorized to select the
brokers or dealers that will execute the purchases and sales of portfolio
securities for the Fund. With respect to brokerage selection,
the Advisor shall seek to obtain the best overall execution for fund
transactions, which is a combination of price, quality of execution, and
other factors. The Advisor may, in its discretion, purchase and
sell portfolio securities from and to brokers and dealers who provide the
Advisor with brokerage, research, analysis, advice, and similar services,
and the Advisor may pay to these brokers and dealers, in return for such
services, a higher commission or spread than may be charged by other
brokers and dealers, provided that the Advisor determines in good faith
that such commission is reasonable in terms either of that particular
transaction or of the overall responsibility of the Advisor to the Fund
and its other clients and that the total commission paid by the Fund will
be reasonable in relation to the benefits to the Fund and its other
clients over the long-term. The Advisor will promptly
communicate to the officers and the trustees of the Trust such information
relating to portfolio transactions as they may reasonably
request.
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(d)
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Books and
Records. All books and records prepared and maintained
by the Advisor for the Fund and Trust under this Agreement shall be the
property of the Fund and Trust and, upon request therefor, the Advisor
shall surrender to the Fund and Trust such of the books and records so
requested.
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(e)
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Compliance
Procedures. The Advisor will, in accordance with Rule
206(4)-7 of the Advisers Act, adopt and implement written policies and
procedures reasonably designed to prevent violations of the Advisers Act
and will provide the Trust with copies of such written policies and
procedures upon request.
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3.
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Compensation. The
Trust will pay, or cause to be paid to, the Advisor and the Advisor will
accept as full compensation an investment advisory fee, based upon the
average daily net assets of each Fund, computed at the end of each month
and payable within five business days thereafter, according to the
schedule attached hereto as Appendix
A.
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4.
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Status of
Advisor. The services of the Advisor to the Fund and
Trust are not to be deemed exclusive, and the Advisor shall be free to
render similar services to others so long as its services to the Fund and
Trust are not impaired thereby; provided, however, that without the
written consent of the Trust’s Board of Trustees, the Advisor will not
serve as investment advisor to any other investment company having a
similar investment strategy to that of the Fund. The Advisor
shall be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for
or represent the Trust or the Fund in any way or otherwise be deemed an
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agent
of the Fund or Trust. Nothing in this Agreement shall limit or
restrict the right of any director, officer, or employee of the Advisor,
who may also be a trustee, officer, or employee of the Trust, to engage in
any other business or to devote his or her time and attention in part to
the management or other aspects of any other business, whether of a
similar nature or a dissimilar
nature.
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5.
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Limitation of
Liability; Indemnification. The Advisor assumes no
responsibility under this Agreement other than to render the services
called for hereunder. The Advisor shall not be liable for any
error of judgment or for any loss suffered by the Fund or Trust in
connection with the matters to which this Agreement relates, except a loss
resulting from a breach of fiduciary duty with respect to receipt of
compensation for services or a loss resulting from willful misfeasance,
bad faith, or gross negligence on the part of the Advisor in the
performance of its duties or from reckless disregard by the Advisor of its
obligations and duties under this Agreement. It is agreed that
the Advisor shall have no responsibility or liability for the accuracy or
completeness of the Trust’s registration statement under the Investment
Company Act or the Securities Act of 1933, as amended (“Securities Act”),
except for information supplied by the Advisor for inclusion
therein. The Trust agrees to indemnify the Advisor to the full
extent permitted by the Trust’s Declaration of
Trust.
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Any
liability of the Advisor to the Fund shall not automatically impart liability on
the part of the Advisor to any other series of the Trust. The Fund
shall not be liable for the obligations of any other series of the Trust, nor
shall any other series of the Trust be liable for the obligations of the
Fund. The limitations of liability provided under this section are
not to be construed so as to provide for limitation of liability for any
liability (including liability under U.S. federal securities laws that, under
certain circumstances, impose liability even on persons that act in good faith)
to the extent (but only to the extent) that such limitation of liability would
be in violation of applicable law, but will be construed so as to effectuate the
applicable provisions of this section to the maximum extent permitted by
applicable law.
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6.
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Liability of
Shareholders. Notice is hereby given that, as provided
by applicable law, the obligations of or arising out of this Agreement are
not binding upon any of the shareholders of the Trust individually but are
binding only upon the assets and property of the Trust and that the
shareholders shall be entitled, to the fullest extent permitted by
applicable law, to the same limitation on personal liability as
shareholders of private corporations for
profit.
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7.
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Representations and
Warranties.
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(a)
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The
Advisor represents and warrants to the Trust as follows: (i) the Advisor
is a limited liability company duly organized and in good standing under
the laws of the State of Illinois and is fully authorized to enter into
this Agreement and carry out its duties and obligations hereunder; and
(ii) the Advisor is registered as an investment advisor with the
Securities and Exchange Commission under the Advisers Act, and shall
maintain such registration in effect at all times during the term of this
Agreement.
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(b)
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The
Trust represents and warrants to the Advisor as follows: (i) the Trust has
been duly organized as a statutory trust under the laws of the State of
Delaware and is authorized to enter into this Agreement and carry out its
terms; (ii) the Trust is registered as an investment company with the
Securities and Exchange Commission
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under
the Investment Company Act; (iii) shares of the Fund are (or will be)
registered for offer and sale to the public under the Securities Act; and
(iv) such registrations will be kept in effect during the term of this
Agreement.
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8.
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Notice of Change in
Membership. The Advisor is obligated to notify the Trust
if there is a change in the members of the Advisor within a reasonable
time after such change takes place.
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9.
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Duration and
Termination. This Agreement shall remain in effect for
an initial term of two years from the date hereof, and from year to year
thereafter provided such continuance is approved at least annually by the
vote of a majority of the trustees of the Trust who are not “interested
persons” (as defined in the Investment Company Act) of the Trust, which
vote must be cast in person at a meeting called for the purpose of voting
on such approval; provided that:
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(a)
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The
Trust may, at any time and without the payment of any penalty, terminate
this Agreement upon 60 calendar days’ written notice of a decision to
terminate this Agreement by (i) the Trust’s trustees; or (ii) the vote of
a majority of the outstanding voting securities of the
Fund;
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(b)
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This
Agreement shall immediately terminate in the event of its assignment
(within the meaning of the Investment Company Act and the rules
thereunder); and
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(c)
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The
Advisor may, at any time and without the payment of any penalty, terminate
this Agreement upon 60 calendar days’ written notice to the Fund and
Trust.
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(d)
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The
terms of paragraph 5 of this Agreement shall survive the termination of
this Agreement.
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10.
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Amendment of
Agreement. No provision of this Agreement may be
changed, waived, discharged, or terminated orally, but only by a written
instrument signed by the party against which enforcement of the change,
waiver, discharge or termination is sought. No material
amendment of this Agreement shall be effective until approved by vote of
the holders of a majority of the Fund’s outstanding voting securities (as
defined in the Investment Company
Act).
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11.
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Applicable
Law. This Agreement shall be construed in accordance
with, and governed by, the laws of the State of
Delaware.
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12.
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Structure of
Agreement. The Trust is entering into this Agreement
solely on behalf of the Fund. Without limiting the generality
of the foregoing: (i) no breach of any term of this Agreement shall create
a right or obligation with respect to any series of the Trust other than
the Fund; (ii) under no circumstances shall the Advisor have the right to
set off claims relating to the Fund by applying property of any other
series of the Trust; and (iii) the business and contractual relationships
created by this Agreement, consideration for entering into this Agreement,
and the consequences of such relationship and consideration relate solely
to the Fund.
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13.
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Severability. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule, or otherwise, the remainder of this Agreement
shall not be affected thereby.
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14.
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Use of Names.
The Trust
acknowledges that all rights to the name “WynnCorr” belongs to the
Advisor, and the Trust is being granted a limited license to use such
words in its name, the name of its series and the name of its classes of
shares.
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15.
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Miscellaneous. The
captions in this Agreement are included for convenience of reference only
and in no way define or limit any of the provisions hereof or otherwise
affect their construction or
effect.
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their officers designated below as of the day and year first above
written.
By: /s/ Xxxx X.
Xxxxxxx
Name: Xxxx
X.
Xxxxxxx
Title: Chairman
WynnCorr
Capital Management, LLC
By: /s/ Jordan E.
Song
Name: Jordan
E.
Song
Title: Chief
Investment
Officer
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APPENDIX
A
COMPENSATION
SCHEDULE
For the
services delineated in this Agreement, the Advisor shall receive an investment
advisory fee equal to an annualized rate of 1.50% of the average daily net
assets of the Fund. The fee shall be calculated as of the last
business day of each month based upon the average daily net assets of the Fund
determined in the manner described in the Fund’s Prospectus and Statement of
Additional Information.
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