INVESTMENT ADVISORY AGREEMENT
Exhibit (d)(1)(iii)
This Investment Advisory Agreement (“Agreement”) is made and entered into effective as of March 9, 2023 by and between Cavalier Investments, LLC d/b/a Adaptive Investments, a Georgia limited liability company (the “Advisor”), and Starboard Investment Trust (the “Trust”), a Delaware
statutory trust, on behalf of the RH Hedged Multi-Asset Income (Cayman) Fund Ltd. (the “Fund”), a subsidiary of RH Hedged Multi-Asset Income ETF, a series of the Trust (the “US Fund”).
WHEREAS, the Trust is registered as an open-end management investment company under the
Investment Company Act of 1940;
WHEREAS, the Trust has designated the US Fund as a series of interests in the Trust;
WHEREAS, the US Fund is the sole shareholder of the Fund;
WHEREAS, the Advisor is registered as an investment advisor under the Investment
Advisers Act of 1940, and engages in the business of asset management; and
WHEREAS, the Fund 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:
1. Appointment. The Fund appoints the Advisor as investment advisor to the Fund 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.
2. Obligations of the Advisor. Subject to the supervision of the Fund’s Board of Directors (the “Directors”), 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:
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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 Directors and the Trust’s trustees and officers concerning the Advisor’s discharge of the foregoing responsibilities;
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(vi)
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Vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to
time. Such proxies will be voted in a manner that the Advisor deems, in good faith, to be in the best interest of the Fund and in accordance with the Advisor’s proxy voting policy. The Advisor agrees to provide a copy of its proxy voting
policy, and any amendments thereto, to the Trust prior to the execution of this Agreement; and
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(vii)
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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 Directors and in compliance with (i) such policies as the
Directors may from time to time establish; (ii) the Fund’s objectives, policies, and limitations as set forth in the US Fund’s prospectus and statement of additional information, 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.
(b) 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 Directors 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 a Director or officer of the Fund, 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 Fund shall pay all costs and expenses in connection with its operation.
(c) 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 Directors and
to the officers and the trustees of the Trust such information relating to portfolio transactions as they may reasonably request.
(d) 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.
(e) Compliance Procedures. The Advisor will, in accordance with Rule 206(4)-7 of the Investment Advisers Act of 1940, adopt and implement written policies
and procedures reasonably designed to prevent violations of the Investment Advisers Act of 1940 and will provide the Trust with copies of such written policies and procedures upon request.
3. Compensation. The Fund will
not pay the Advisor a fee for its services provided hereunder.
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4. 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 Directors, 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 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 Director or officer of the Fund or 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.
5. 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 of 1940 or the Securities Act of 1933, except for
information supplied by the Advisor for inclusion therein. The Fund agrees to indemnity the Advisor to the full extent permitted by the Fund’s Articles of Association and Memorandum of Association.
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 or Cayman law 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.
6. 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 US Fund individually but are binding only upon the assets and property of the Fund 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.
7. Representations and Warranties.
(a) The Advisor represents and warrants to the Fund and 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
Georgia 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 Investment Advisers
Act of 1940, and shall maintain such registration in effect at all times during the term of this Agreement.
(b) 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; (ii) the Trust is registered
as an investment company with the Securities and Exchange Commission under the Investment Company Act of 1940; (iii) shares of the Fund are (or will be) registered for offer and sale to the public under the Securities Act of 1933; and (iv) such
registrations will be kept in effect during the term of this Agreement.
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(c) The Fund represents and warrants to the Advisor that the Fund has been duly organized as a Cayman Islands Exempted Company and is authorized to enter into this Agreement and carry out its
terms.
8. Notice of Change in Membership. The Advisor is obligated to notify the Fund and the Trust if there is a change in the members of the Advisor within a
reasonable time after such change takes place.
9. Duration and Termination. This Agreement shall remain in effect for an initial term of two years from the date the Fund commences operations, and from
year to year thereafter provided such continuance is approved at least annually by the vote of a majority of the Directors who are not “interested persons” (as defined in the Investment Company Act of 1940) of the Fund, which vote must be cast in
person at a meeting called for the purpose of voting on such approval; provided that:
(a) The Fund 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 Directors
or (ii) the vote of a majority of the outstanding voting securities of the Fund;
(b) This Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act of 1940 and the rules thereunder); and
(c) 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.
(d) The terms of paragraph 5 of this Agreement shall survive the termination of this Agreement.
10. 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 of 1940).
11. Applicable Law. This Agreement shall be construed in accordance with, and governed by, the laws of the Cayman Islands.
12. 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.
13. 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 a hove written.
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RH HEDGED MULTI-ASSET INCOME (CAYMAN) FUND LTD.
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| By: STARBOARD INVESTMENT TRUST, its parent | ||
| By: | /s/ Xxxxxxxxx X. Xxxxx | |
| Xxxxxxxxx X. Xxxxx, President |
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| CAVALIER INVESTMENTS, LLC d/b/a ADAPTIVE INVESTMENTS | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxxxx | |
| Xxxxxxx X. Xxxxxxxxxx, President | ||
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