INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the “Agreement”) made as of this 1st day of March, 2016 by and between World Funds Trust (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and Toreador Research and Trading, LLC (the “Adviser”), a Delaware limited liability company with its principal place of business in Kew West, Florida.
WITNESSETH
WHEREAS, the Board of Trustees (the “Board”) of the Trust has selected the Adviser to act as investment adviser to the series portfolios of the Trust set forth on Schedule A to this Agreement (each, a “Fund”), as such schedule may be amended from time to time upon mutual agreement of the parties, and to provide certain related services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the Trust and the Adviser do hereby agree as follows:
| 1. | THE ADVISER’S SERVICES. | |||
| (a) | Discretionary
Investment Management Services. The Adviser shall act as investment adviser
with respect to each Fund. In such capacity, the Adviser shall, subject to the supervision
of the Board, regularly provide each Fund with investment research, advice and supervision
and shall furnish continuously an investment program for each Fund, consistent with
the respective investment objectives and policies of each Fund. The Adviser shall
determine, from time to time, what securities shall be purchased for each Fund,
what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions
of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws
and its registration statement on Form N-1A (the “Registration Statement”)
under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933
Act”), as filed with the Securities and Exchange Commission (the “Commission”), and with the investment objectives, policies and restrictions of each Fund,
as each of the same shall be from time to time in effect. To carry out such obligations,
and to the extent not prohibited by any of the foregoing, the Adviser shall exercise
full discretion and act for each Fund in the same manner and with the same force
and effect as each Fund itself might or could do with respect to purchases, sales
or other transactions, as well as with respect to all other such things necessary
or incidental to the furtherance or conduct of such purchases, sales or other transactions.
No reference in this Agreement to the Adviser having full discretionary authority
over each Fund’s investments shall in any way limit the right of the Board,
in its sole discretion, to establish or revise policies in connection with the management
of a Fund’s assets or to otherwise exercise its right to control the overall
management of a Fund. |
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| (b) | Compliance.
The Adviser agrees to comply with the requirements of the 1940 Act, the Investment
Advisers Act of 1940, as amended (the “Advisers Act”), the 1933 Act, the
Securities Exchange Act of 1934, as amended (the “1934 Act”), and the
respective rules and regulations thereunder, as applicable, as well as with all
other applicable federal and state laws, rules and regulations that relate to the
services and relationships described hereunder and to the conduct of its business
as a registered investment adviser. The Adviser also agrees to comply with the objectives,
policies and restrictions set forth in the Registration Statement, as amended or
supplemented, of each Fund, and with any policies, guidelines, instructions and
procedures approved by the Board and provided to the Adviser. In selecting each
Fund’s portfolio securities and performing the Adviser’s obligations hereunder,
the |
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Adviser shall
cause the Fund to comply with the diversification and source of income requirements
of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company. The Adviser shall maintain
compliance procedures that it reasonably believes are adequate to ensure its compliance
with the foregoing. No supervisory activity undertaken by the Board shall limit
the Adviser’s full responsibility for any of the foregoing. |
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| (c) | Recordkeeping. The Adviser agrees to preserve any Trust records that it creates or possesses
that are required to be maintained under the 1940 Act and the rules thereunder (“Fund Books and Records”) for the periods prescribed by Rule 31a-2 under
the 1940 Act. In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Adviser agrees that all such records are the property of the Trust and will
surrender promptly to the Trust any of such records upon the Trust’s request. |
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| (d) | Holdings
Information and Pricing. The Adviser shall provide regular reports regarding
Fund holdings, and shall, on its own initiative, furnish the Trust and its Board
from time to time with whatever information the Adviser believes is appropriate
for this purpose, and at the request of the Board, such information and reports
requested by the Board. The Adviser agrees to notify the Trust as soon as practicable
if the Adviser reasonably believes that the value of any security held by a Fund
may not reflect fair value. The Adviser agrees to provide any pricing information
of which the Adviser is aware to the Trust, its Board and/or any Fund pricing agent
to assist in the determination of the fair value of any Fund holdings for which
market quotations are not readily available or as otherwise required in accordance
with the 1940 Act or the Trust’s valuation procedures for the purpose of calculating
the Fund net asset value in accordance with procedures and methods established by
the Board. |
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| (e) | Cooperation
with Agents of the Trust. The Adviser agrees to cooperate with and provide reasonable
assistance to the Trust, any Trust custodian or foreign sub-custodians, any Trust
pricing agents and all other agents and representatives of the Trust with respect
to such information regarding each Fund as such entities may reasonably request
from time to time in the performance of their obligations, provide prompt responses
to reasonable requests made by such persons and use appropriate interfaces established
by such persons so as to promote the efficient exchange of information and compliance
with applicable laws and regulations. |
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| (f) | Delegation
of Authority. Any of the duties, responsibilities and obligations of the Adviser
specified in this Section 1 and throughout the remainder of this Agreement with
respect to one or more Funds may be delegated by the Adviser, at the Adviser’s
expense, to an appropriate party (a “Sub-Adviser”), subject to such approval
by the Board and shareholders of the applicable Funds to the extent required by
the 0000 Xxx. The Adviser shall oversee the performance of delegated duties by any
Sub-Adviser and shall furnish the Board with periodic reports concerning the performance
of delegated responsibilities by such Sub-Adviser. The retention of a Sub-Adviser
by the Adviser pursuant to this Paragraph 1(f) shall in no way reduce the responsibilities
and obligations of the Adviser under this Agreement and the Adviser shall be responsible
to the Trust for all acts or omissions of any Sub-Adviser to the same extent the
Adviser would be liable hereunder. Insofar as the provisions of this Agreement impose
any restrictions, conditions, limitations or requirements on the Adviser, the Adviser
shall take measures through its contract with, or its oversight of, the Sub-Adviser
that attempt to impose similar (insofar as the circumstances may require) restrictions,
conditions, limitations or requirements on the Sub-Adviser. |
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| 2. | CODE OF ETHICS. The Adviser has adopted a written code of ethics (“Adviser’s Code of Ethics”) that it reasonably believes complies with the requirements
of Rule 17j-1 under the 1940 Act, which it has provided to the Trust. The Adviser
has adopted procedures reasonably designed to ensure compliance with the Adviser’s Code of Ethics. Upon request, the Adviser shall provide the Trust with a
(i) copy of the Adviser’s Code of Ethics, as in effect from time to time, and
any proposed |
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amendments thereto that the Chief Compliance Officer (“CCO”) of the Trust
determines should be presented to the Board, and (ii) certification that it has
adopted procedures reasonably necessary to prevent Access Persons from engaging
in any conduct prohibited by the Adviser’s Code of Ethics. Annually, the Adviser
shall furnish a written report to the Board, which complies with the requirements
of Rule 17j-1, concerning the Adviser’s Code of Ethics. The Adviser shall respond
to requests for information from the Trust as to violations of the Adviser’s
Code of Ethics by Access Persons and the sanctions imposed by the Adviser. The Adviser
shall notify the Trust as soon as practicable after it becomes aware of any material
violation of the Adviser’s Code of Ethics, whether or not such violation relates
to a security held by any Fund. |
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| 3. | INFORMATION AND REPORTING. The Adviser shall provide the Trust and its respective
officers with such periodic reports concerning the obligations the Adviser has assumed
under this Agreement as the Trust may from time to time reasonably request. |
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| (a) | Notification
of Breach / Compliance Reports. The Adviser shall notify the Trust’s CCO
promptly upon detection of (i) any material failure to manage any Fund in accordance
with its investment objectives and policies or any applicable law, or (ii) any material
breach of any of each Fund’s or the Adviser’s policies, guidelines or
procedures with respect to the Fund. In addition, the Adviser shall respond to quarterly
requests for information concerning the Fund’s compliance with its investment
objectives and policies, applicable law, including, but not limited to the 1940
Act and Subchapter M of the Code, and the Fund’s policies, guidelines or procedures
as applicable to the Adviser’s obligations under this Agreement. The Adviser
agrees to correct any such failure promptly and to take any action that the Board
may reasonably request in connection with any such breach. Upon request, the Adviser
shall also provide the officers of the Trust with supporting certifications in connection
with such certifications of Fund financial statements and disclosure controls pursuant
to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event
(x) the Adviser is served or otherwise receives notice of any action, suit, proceeding,
inquiry or investigation, at law or in equity, before or by any court, public board,
or body, involving the affairs of the Trust (excluding class action suits in which
a Fund is a member of the plaintiff class by reason of the Fund’s ownership
of shares in the defendant) or the compliance by the Adviser with the federal or
state securities laws, or (y) of an actual change in control of the Adviser resulting
in an “assignment” (as defined in Section 15) that has occurred or is
otherwise proposed to occur. |
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| (b) | Board and
Filings Information. The Adviser will also provide the Trust with any information
reasonably requested regarding its management of each Fund required for any meeting
of the Board, or for any shareholder report on Form N-CSR, Form N-Q, Form N-PX,
Form N-SAR, Registration Statement or any amendment thereto, proxy statement, prospectus
supplement, or other form or document to be filed by the Trust with the Commission.
The Adviser will make its officers and employees available to meet with the Board
from time to time on a reasonable basis on due notice to review its investment management
services to each Fund in light of current and prospective economic and market conditions
and shall furnish to the Board such information as may reasonably be necessary in
order for the Board to evaluate this Agreement or any proposed amendments thereto. |
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| (c) | Transaction
Information. The Adviser shall furnish to the Trust such information concerning
portfolio transactions as may be necessary to enable the Trust or its designated
agent to perform such compliance testing on each Fund and the Adviser’s services
as the Trust may, in its sole discretion, determine to be appropriate. The provision
of such information by the Adviser to the Trust or its designated agent in no way
relieves the Adviser of its own responsibilities under this Agreement. |
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| 4. | BROKERAGE. | |||
| (a) | Principal
Transactions. In connection with purchases or sales of securities for the account
of a Fund, neither the Adviser nor any of its directors, officers or employees will
act as a principal or agent or receive any commission except as permitted by the
1940 Act. |
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| (b) | Placement
of Orders. The Adviser shall place all orders for the purchase and sale of portfolio
securities for each Fund’s account with brokers or dealers selected by the
Adviser. The Adviser will not execute transactions with a broker dealer which is
an “affiliated person” of the Trust except in accordance with procedures adopted
by the Board. The Adviser shall use its best efforts to seek to execute portfolio
transactions at prices which are advantageous to each Fund and at commission rates
which are reasonable in relation to the benefits received. In selecting brokers
or dealers qualified to execute a particular transaction, brokers or dealers may
be selected who also provide brokerage and research services (as those terms are
defined in Section 28(e) of the 0000 Xxx) to each Fund and/or the other accounts
over which the Adviser or its affiliates exercise investment discretion. The Adviser
is authorized to pay a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for each Fund which
is in excess of the amount of commission another broker or dealer would have charged
for effecting that transaction if the Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination may be viewed
in terms of either that particular transaction or the overall responsibilities which
the Adviser and its affiliates have with respect to accounts over which they exercise
investment discretion. The Board shall periodically review the commissions paid
by each Fund to determine if the commissions paid over representative periods of
time were reasonable in relation to the benefits received by each Fund. |
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| 5. | CUSTODY. Nothing in this Agreement shall permit the Adviser to take or receive
physical possession of cash, securities or other investments of a Fund. |
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| 6. | ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its own costs of
providing services hereunder. Other than as herein specifically indicated or otherwise
agreed to in a separate signed writing, the Adviser shall not be responsible for
a Fund’s expenses, including brokerage and other expenses incurred in placing
orders for the purchase and sale of securities and other investment instruments. |
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| 7. | REPRESENTATIONS, WARRANTIES AND COVENANTS. | |||
| (a) | Properly
Registered. The Adviser is registered with the Commission as an investment adviser
under the Advisers Act, and will remain so registered for the duration of this Agreement.
The Adviser is not prohibited by the Advisers Act or the 1940 Act from performing
the services contemplated by this Agreement, and to the best knowledge of the Adviser,
there is no proceeding or investigation pending or threatened that is reasonably
likely to result in the Adviser being prohibited from performing the services contemplated
by this Agreement. The Adviser agrees to promptly notify the Trust of the occurrence
of any event that would disqualify the Adviser from serving as an investment adviser
to an investment company. The Adviser is in compliance in all material respects
with all applicable federal and state law in connection with its investment management
operations. |
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| (b) | ADV Disclosure. The Adviser has provided the Board with a copy of its Form ADV and will, promptly
after amending its Form ADV, furnish a copy of such amendments to the Trust. The
information contained in the Adviser’s Form ADV is accurate and complete in
all material respects and does not omit to state any material fact necessary in
order to make the statements made, in light of the circumstances under which they
were made, not misleading. |
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| (c) | Fund Disclosure
Documents. The Adviser has reviewed and will in the future review the Registration
Statement and any amendments or supplements thereto, the annual or semi- annual
reports to shareholders, other reports filed with the Commission and any marketing
material of a Fund (collectively the “Disclosure Documents”) and represents
and warrants that with respect to disclosure about the Adviser, the manner in which
the Adviser manages the Fund or information relating directly or indirectly to the
Adviser, such Disclosure Documents contain or will contain, as of the date thereof,
no untrue statement of any material fact and do not and will not omit any statement
of material fact which was required to be stated therein or necessary to make the
statements contained therein not misleading. |
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| (d) | Use of
the Name “Toreador”. The Adviser has the right to use the name “Toreador” or any derivation thereof in connection with its services to the Trust and,
subject to the terms set forth in Section 8 of this Agreement, the Trust shall have
the right to use the name “Toreador Select” in connection with the management
and operation of each Fund. The Adviser is not aware of any actions, claims, litigation
or proceedings existing or threatened that would adversely affect or prejudice the
rights of the Adviser or the Trust to use the name “Toreador”. |
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| (e) | Insurance. The Adviser maintains errors and omissions insurance coverage in the amount
disclosed to the Trust in connection with the Board’s approval of the Agreement
and shall provide prior written notice to the Trust: (i) of any material changes
in its insurance policies or insurance coverage; or (ii) if any material claims
will be made on its insurance policies. Furthermore, the Adviser shall, upon reasonable
request, provide the Trust with any information it may reasonably require concerning
the amount of or scope of such insurance. |
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| (f) | No Detrimental
Agreement. The Adviser represents and warrants that it has no arrangement or
understanding with any party, other than the Trust, that would influence the decision
of the Adviser with respect to its selection of securities for a Fund and its management
of the assets of the Fund, and that all selections shall be done in accordance with
what is in the best interest of the Fund. |
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| (g) | Conflicts. The Adviser shall act honestly, in good faith and in the best interests of
its clients and the Fund. The Adviser maintains a Code of Ethics which defines the
standards by which the Adviser conducts its operations consistent with its fiduciary
duties and other obligations under applicable law. |
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| (h) | Representations. The representations and warranties in this Section 7 shall be deemed to be
made on the date this Agreement is executed and at the time of delivery of the quarterly
compliance report required by Section 3(a), whether or not specifically referenced
in such report. |
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| 8. | THE NAME “Toreador”. The Adviser grants to the Trust a license to
use the name “Toreador” (the “Name”) as part of the name of
any Fund during the term of this Agreement. The foregoing authorization by the Adviser
to the Trust to use the Name as part of the name of any Fund is not exclusive of
the right of the Adviser itself to use, or to authorize others to use, the Name;
the Trust acknowledges and agrees that, as between the Trust and the Adviser, the
Adviser has the right to use, or authorize others to use, the Name. The Trust shall:
(i) only use the Name in a manner consistent with uses approved by the Adviser;
(ii) use its best efforts to maintain the quality of the services offered using
the Name; and (iii) adhere to such other specific quality control standards as the
Adviser may from time to time promulgate. At the request of the Adviser, the Trust
will (i) submit to the Adviser representative samples of any promotional materials
using the Name, and (ii) change the name of any Fund within three months of its
receipt of the Adviser’s request, or such other shorter time period as may
be required under the terms of a settlement agreement or court order, so as to eliminate
all reference to the Name and will not thereafter transact any business using the
Name in the name of any Fund. As soon as practicable following the termination of
this |
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Agreement, but in no event longer than three months, the Trust shall cease the use
of the Name and any related logos or any confusingly similar name and/or logo in
connection with the marketing or operation of the Funds. |
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| 9. | ADVISER’S COMPENSATION. Each Fund shall pay to the Adviser, as compensation for the Adviser’s services hereunder, a fee, determined as described in Schedule A that is attached hereto and made a part hereof. Such fee shall be computed daily and paid not less than monthly in arrears by each Fund. The method for determining net assets of a Fund for purposes hereof shall be the same as the method for determining net assets for purposes of establishing the offering and redemption prices of Fund shares as described in the Fund’s Registration Statement. In the event of termination of this Agreement, the fee provided in this Section shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month. |
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| 10. | INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the Adviser
is and shall be an independent contractor and, unless otherwise expressly provided
herein or otherwise authorized in writing, shall have no authority to act for or
represent the Trust or any Fund in any way or otherwise be deemed to be an agent
of the Trust or any Fund. If any occasion should arise in which the Adviser gives
any advice to its clients concerning the shares of a Fund, the Adviser will act
solely as investment counsel for such clients and not in any way on behalf of the
Fund. |
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| 11. | ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically terminate, without
the payment of any penalty, in the event of its “assignment” (as defined
in Section 15). This Agreement may not be added to or changed orally and may not
be modified or rescinded except by a writing signed by the parties hereto and in
accordance with the requirements of the 1940 Act, when applicable. |
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| 12. | DURATION AND TERMINATION. | |||||
| (a) | This Agreement shall become effective as of the date executed and shall remain in
full force and effect continually thereafter, subject to renewal as provided in
Section 12(a)(ii) hereof and unless terminated automatically as set forth in Section
11 hereof or until terminated as follows: |
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| i. | Either party
hereto may, at any time on sixty (60) days’ prior written notice to the other,
terminate this Agreement, without payment of any penalty. With respect to a Fund,
termination may be authorized by action of the Board or by an “affirmative
vote of a majority of the outstanding voting securities of the Fund” (as defined
in Section 15); or |
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| ii. | This Agreement
shall automatically terminate two years from the date of its execution unless the
terms of such contract and any renewal thereof is specifically approved at least
annually thereafter by (i) a majority vote of the Trustees, including a majority
vote of such Trustees who are not parties to the Agreement or “interested persons” (as defined in Section 15) of the Trust or the Adviser, at an in-person meeting
called for the purpose of voting on such approval, or (ii) the vote of a majority
of the outstanding voting securities of each Fund; provided, however, that if the
continuance of this Agreement is submitted to the shareholders of each Fund for
their approval and such shareholders fail to approve such continuance of this Agreement
as provided herein, the Adviser may continue to serve hereunder as to each Fund
in a manner consistent with the 1940 Act and the rules and regulations thereunder. |
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| (b) |
In the event of termination of this Agreement for any reason, the Adviser shall,
immediately |
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upon notice
of termination or on such later date as may be specified in such notice, cease all
activity on behalf of the Fund and with respect to any of its assets, except as
otherwise required by any fiduciary duties of the Adviser under applicable law.
In addition, the Adviser shall deliver the Fund Books and Records to the Trust by
such means and in accordance with such schedule as the Trust shall direct and shall
otherwise cooperate, as reasonably directed by the Trust, in the transition of portfolio
asset management to any successor of the Adviser. |
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| 13. |
NOTICE. Any notice or other communication required by or permitted to be given
in connection with this Agreement shall be in writing, and shall be delivered in
person or sent by first-class mail, postage prepaid, to the respective parties at
their last known address, or by e-mail or fax to a designated contact of the other
party or such other address as the parties may designate from time to time. Oral
instructions may be given if authorized by the Board and preceded by a certificate
from the Trust’s Secretary so attesting. Notices to the Trust shall be directed
to Commonwealth Companies, 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, XX, 00000
Attention: President; and notices to the Adviser shall be directed to 000 Xxxxxxx
Xxxxxx, Xxxxx 0, Xxx Xxxx, Xxxxxxx 00000, Attention: Chief Compliance Officer. |
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| 14. | CONFIDENTIALITY. The Adviser agrees on behalf of itself and its employees
to treat confidentially all records and other information relative to the Trust
and its shareholders received by the Adviser in connection with this Agreement,
including any non-public personal information as defined in Regulation S-P, and
that it shall not use or disclose any such information except for the purpose of
carrying out the terms of this Agreement; provided, however, that the Adviser may
disclose such information as required by law or in connection with any requested
disclosure to a regulatory authority with appropriate jurisdiction after prior notification
to the Trust. |
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| 15. | CERTAIN DEFINITIONS. For the purpose of this Agreement, the terms “affirmative
vote of a majority of the outstanding voting securities of the Fund,” “assignment” and “interested person” shall have their respective meanings as
defined in the 1940 Act and rules and regulations thereunder, subject, however,
to such exemptions as may be granted by the Commission under the 1940 Act or any
interpretations of the Commission staff. |
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| 16. | LIABILITY OF THE ADVISER. Neither the Adviser nor its officers, directors,
employees, agents, affiliated persons or controlling persons or assigns shall be
liable for any error of judgment or mistake of law or for any loss arising out of
any investment or for any act or omission in the execution of securities transactions
of a Fund; provided that nothing in this Agreement shall be deemed to protect the
Adviser against any liability to a Fund or its shareholders to which the Adviser
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or obligations hereunder or by reason
of its reckless disregard of its duties or obligations hereunder. |
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| 17. | RELATIONS WITH THE TRUST. It is understood that the Trustees, officers and
shareholders of the Trust are or may be or become interested persons of the Adviser
as directors, officers or otherwise and that directors, officers and stockholders
of the Adviser are or may be or become interested persons of the Fund, and that
the Adviser may be or become interested persons of the Fund as a shareholder or
otherwise. |
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| 18. | ENFORCEABILITY. If any part, term or provision of this Agreement is held to
be illegal, in conflict with any law or otherwise invalid, the remaining portion
or portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement did
not contain the particular part, term or provision held to be illegal or invalid.
This Agreement shall be severable as to each Fund. |
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| 19. |
LIMITATION OF LIABILITY. The Adviser is expressly put on notice of the limitation
of liability as set forth in the Declaration of Trust or other Trust organizational
documents and |
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agrees that
the obligations assumed by each Fund pursuant to this Agreement shall be limited
in all cases to each Fund and each Fund’s respective assets, and the Adviser
shall not seek satisfaction of any such obligation from shareholders or any shareholder
of each Fund. In addition, the Adviser shall not seek satisfaction of any such obligations
from the Trustees of the Trust or any individual Trustee. The Adviser understands
that the rights and obligations of any Fund under the Declaration of Trust or other
organizational document are separate and distinct from those of any of and all other
Funds. |
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| 20. | NON-EXCLUSIVE
SERVICES. The services of the Adviser to the Trust are not deemed exclusive,
and the Adviser shall be free to render similar services to others, to the extent
that such service does not affect the Adviser’s ability to perform its duties
and obligations hereunder. |
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| 21. | GOVERNING
LAW. This Agreement shall be governed by and construed to be in accordance with
the laws of the State of Delaware, without preference to choice of law principles
thereof, and in accordance with the applicable provisions of the 1940 Act. To the
extent that the applicable laws of the State of Delaware, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter shall
control. Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of the 1940
Act shall be resolved by reference to such term or provision of the 1940 Act and
to any interpretations thereof, if any, by the United States courts or in the absence
of any controlling decision of any such court, by the Commission or its staff. In
addition, where the effect of a requirement of the 1940 Act, reflected in any provision
of this Agreement, is revised by rule, regulation, order or interpretation of the
Commission or its staff, such provision shall be deemed to incorporate the effect
of such revised rule, regulation, order or interpretation. |
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| 22. | PARAGRAPH
HEADINGS; SYNTAX. All Section headings contained in this Agreement are for convenience
of reference only, do not form a part of this Agreement and will not affect in any
way the meaning or interpretation of this Agreement. Words used herein, regardless
of the number and gender specifically used, will be deemed and construed to include
any other number, singular or plural, and any other gender, masculine, feminine,
or neuter, as the contract requires. |
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| 23. | COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which,
when so executed, shall be deemed to be an original, but such counterparts shall
together constitute but one and the same instrument. |
Signature Page to Follow
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers as of the date first above written.
| WORLD FUNDS TRUST | |||
| /s/ Xxxx Xxxxx, III | |||
| Signature | |||
| By: Xxxx Xxxxx, III | |||
| Title: President | |||
| TOREADOR RESEARCH & TRADING, LLC. | |||
| /s/ Xxxx Xxxxx | |||
| Signature | |||
| By: Xxxx Xxxxx | |||
| Title: Managing Director |
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Schedule A
Investment
Advisory Agreement
between
World Funds Trust (the “Trust”) and
Toreador Research & Trading, LLC
(the “Adviser”)
Dated as of February 18, 2016
The Trust will pay to the Adviser as compensation for the Adviser’s services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund in accordance the following fee schedule:
| Fund | Rate | ||||
| Toreador Select Fund | 90% |
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