MANAGEMENT AGREEMENT
TO: LoCorr Fund Management, LLC
000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Dear Sirs:
By this letter, LoCorr Investment Trust (the "Trust") confirms our agreement with you.
The Trust has been organized to engage in the business of an open-end management investment company.
You have been selected to act as the sole investment manager of the series of the Trust listed on Appendix
A to this Agreement (each a "Fund" and collectively, the "Funds"), and to provide certain other services with
respect to the Funds, as more fully set forth below, and you are willing to act as such investment manager and to
perform such services under the terms and conditions set forth in this agreement. Accordingly, the Trust agrees with
you as follows, effective upon the commencement of each Fund's operations.
1. ADVISORY SERVICES
Subject to the supervision of the Board of Trustees of the Trust, you will provide or arrange to be provided
to each Fund such investment advice as you in your discretion deem advisable and will furnish or arrange to be
furnished a continuous investment program for each Fund consistent with the Fund's investment objective and
policies. You will determine or arrange for others to determine the securities to be purchased for each Fund, the
portfolio securities to be held or sold by each Fund and the portion of each Fund's assets to be held uninvested,
subject always to each Fund's respective investment objective, policies and restrictions, as each of the same shall be
from time to time in effect, and subject further to such policies and instructions as the Board may from time to time
establish. You will furnish such reports, evaluations, information or analyses to the Trust as the Board of Trustees
of the Trust may request from time to time or as you may deem to be desirable. You also will advise and assist the
officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and
the appropriate committees of the Board regarding the conduct of the business of the Trust. You may delegate any
of the responsibilities, rights or duties described above to one or more persons, provided you notify the Trust and
agree that such delegation does not relieve you from any liability hereunder.
The Adviser shall provide at least sixty (60) days' prior written notice to the Trust of any change in the
ownership or management of the Adviser, or any event or action that may constitute a change in control. The
Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day
management of a Fund.
2. USE OF SUB-ADVISERS
You may delegate any or all of the responsibilities, rights or duties described above to one or more sub-
advisers who shall enter into agreements with you, provided the agreements are approved and ratified (i) by the
Board including a majority of the trustees who are not interested persons of you or of the Trust, cast in person at a
meeting called for the purpose of voting on such approval, and (ii) if required under interpretations of the Investment
Company Act of 1940, as amended (the "Act"), by the Securities and Exchange Commission or its staff, by vote of
the holders of a majority of the outstanding voting securities of the applicable Fund (unless the Trust has obtained an
exemption from the provisions of Section 15(a) of the Act). Any such delegation shall not relieve you from any
liability hereunder.
3. ALLOCATION OF CHARGES AND EXPENSES
You will pay the compensation of any sub-adviser retained pursuant to paragraph 2 above and the
compensation and expenses of any persons rendering any services to the Trust who are directors, officers,
employees, members or stockholders of your corporation or limited liability company and will make available,
without expense to the Fund, the services of such of your employees as may duly be elected trustees or officers of
the Trust, subject to their individual consent to serve and to any limitations imposed by law. The compensation and
expenses of any trustees, officers and employees of the Trust who are not directors, officers, employees, members of
your limited liability company will be paid by the respective Fund. You will pay all advertising, promotion and
other distribution expenses incurred in connection with the Fund's shares to the extent such expenses are not
permitted to be paid by the Fund under any distribution expense plan or any other permissible arrangement that may
be adopted in the future.
Each Fund will be responsible for the payment of all operating expenses of the respective Fund, including
the compensation and expenses of any employees of the Trust and of any other persons rendering any services to the
Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses
incurred by the Fund in connection with membership in investment company organizations; legal, auditing and
accounting expenses; expenses of registering shares under federal and state securities laws, including expenses
incurred by the Fund in connection with the organization and initial registration of shares of the Fund; insurance
expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent,
plan agent, administrator, accounting and pricing services agent and underwriter of the Fund; expenses, including
clerical expenses, of issue, sale, redemption or repurchase of shares of the Fund; the cost of preparing and
distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of
additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other
documents, statements or reports to shareholders; expenses of shareholders' meetings and proxy solicitations;
advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution
of the Fund's shares that the Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating
expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes,
borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the
non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to
which the Fund may be a party and indemnification of the Trust's Trustees and officers with respect thereto.
You may obtain reimbursement from the respective Fund, at such time or times as you may determine in
your sole discretion, for any of the expenses advanced by you, which the Fund is obligated to pay, and such
reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.
4. COMPENSATION OF THE MANAGER
For all of the services to be rendered as provided in this Agreement, as of the last business day of each
month, each Fund will pay you a fee based on the average value of the daily net assets of the respective Fund and
paid at an annual rate as specified in Appendix A attached hereto.
The average value of the daily net assets of each Fund shall be determined pursuant to the applicable
provisions of the Agreement and Declaration of Trust or a resolution of the Board of Trustees, if required. If,
pursuant to such provisions, the determination of net asset value of a Fund is suspended for any particular business
day, then for the purposes of this paragraph, the value of the net assets of the Fund as last determined shall be
deemed to be the value of the net assets as of the close of the business day, or as of such other time as the value of
the Fund's net assets may lawfully be determined, on that day. If the determination of the net asset value of a Fund
has been suspended for a period including such month, your compensation payable at the end of such month shall be
computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such
month).
5. EXECUTION OF PURCHASE AND SALE ORDERS
In connection with purchases or sales of portfolio securities for the account of a Fund, it is understood that
you (or the applicable sub-adviser retained pursuant to paragraph 2 above) will arrange for the placing of all orders
for the purchase and sale of portfolio securities for the account with brokers or dealers selected by you (or the sub-
adviser), subject to review of this selection by the Board of Trustees from time to time. You (or the sub-adviser)
will be responsible for the negotiation and the allocation of principal business and portfolio brokerage. In the
selection of such brokers or dealers and the placing of such orders, you (or the sub-adviser) are directed at all times
to seek for the Funds the best qualitative execution, taking into account such factors as price (including the
applicable brokerage commission or dealer spread), the execution capability, financial responsibility and
responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer.
You (or the sub-adviser) should generally seek favorable prices and commission rates that are reasonable in
relation to the benefits received. In seeking best qualitative execution, you (or the sub-adviser) are authorized to
select brokers or dealers who also provide brokerage and research services to the Fund and/or the other accounts
over which you exercise investment discretion. You (or the sub-adviser) are authorized to pay a broker or dealer
who provides such brokerage and research services a commission for executing a Fund portfolio transaction, which
commission is in excess of the amount of the commission another broker or dealer would have charged for effecting
that transaction, if you (or the sub-adviser) determine in good faith that the amount of the commission is reasonable
in relation to the value of the brokerage and research services provided by the executing broker or dealer. The
determination may be viewed in terms of either a particular transaction or your (or the sub-adviser's) overall
responsibilities with respect to the Fund and to accounts over which you (or the sub-adviser) exercise investment
discretion. The Funds and you (and the sub-adviser) understand and acknowledge that, although the information
may be useful to a Fund and you (and the sub-adviser), it is not possible to place a dollar value on such information.
The Board of Trustees shall periodically review the commissions paid by the Fund to determine if the commissions
paid over representative periods of time were reasonable in relation to the benefits to the respective Fund.
A broker's or dealer's sale or promotion of Fund shares shall not be a factor considered by your personnel
responsible for selecting brokers to effect securities transactions on behalf of the Funds. You and your personnel
shall not enter into any written or oral agreement or arrangement to compensate a broker or dealer for any promotion
or sale of Fund shares by directing to such broker or dealer (i) the Fund's portfolio securities transactions or (ii) any
remuneration, including but not limited to, any commission, xxxx-up, xxxx down or other fee received or to be
received from the Fund's portfolio transactions through such broker or dealer. However, you may place Fund
portfolio transactions with brokers or dealers that sell or promote shares of the Fund provided the Board of Trustees
has adopted policies and procedures under Rule 12b-1(h) under the Act and such transactions are conducted in
compliance with those policies and procedures.
Subject to the provisions of the Act, and other applicable law, you (or the sub-adviser), any of your (and the
sub-adviser's) affiliates or any affiliates of your (or the sub-adviser's) affiliates may retain compensation in
connection with effecting the Fund's portfolio transactions, including transactions effected through others. If any
occasion should arise in which you (or the sub-adviser) give any advice to your clients (or clients of the sub-adviser)
concerning the shares of a Fund, you (or the sub-adviser) will act solely as investment counsel for such client and
not in any way on behalf of the Fund.
6. PROXY VOTING
You will vote, or cause your designee to vote, all proxies solicited by or with respect to the issuers of
securities in which assets of the Funds may be invested from time to time. Such proxies will be voted in a manner
that you deem, in good faith, to be in the best interest of the respective Fund and in accordance with your proxy
voting policy. You agree to provide a copy of your proxy voting policy, and any amendments thereto, to the Trust
prior to the execution of this Agreement.
7. CODE OF ETHICS
You have adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act
and will provide the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar
quarter of each year while this Agreement is in effect, you will provide to the Board of Trustees of the Trust a
written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees,
including, but not limited to, information about material violations of the code and sanctions imposed in response to
the material violations; and which certifies that you have adopted procedures reasonably necessary to prevent access
persons (as that term is defined in Rule 17j-1) from violating the code.
8. SERVICES NOT EXCLUSIVE/USE OF NAME
Your (and a sub-adviser's) services to the Fund(s) pursuant to this Agreement are not to be deemed to be
exclusive, and it is understood that you (or a sub-adviser) may render investment advice, management and other
services to others, including other registered investment companies, provided, however, that such other services and
activities do not, during the term of this Agreement, interfere in a material manner, with your ability to meet all of
your obligations with respect to rendering services to the Funds.
The Trust and you acknowledge that all rights to the name "LoCorr" or any variation thereof belong to you,
and that the Trust is being granted a limited license to use such words in any Fund name or in any class name. In the
event you cease to be the adviser to a Fund, the Trust's right to the use of the name "LoCorr" with respective to such
Fund shall automatically cease on the 90th day following the termination of this Agreement. The right to the name
may also be withdrawn by you during the term of this Agreement upon ninety (90) days' written notice by you to the
Trust. Nothing contained herein shall impair or diminish in any respect, your right to use the name "LoCorr" in the
name of or in connection with any other business enterprises with which you are or may become associated. There
is no charge to the Trust for the right to use this name.
9. LIMITATION OF LIABILITY OF MANAGER
You may rely on information reasonably believed by you to be accurate and reliable. Except as may
otherwise be required by the Act or the rules thereunder, neither you nor your directors, officers, employees,
shareholders, members, agents, control persons or affiliates of any thereof shall be subject to any liability for, or any
damages, expenses or losses incurred by the Trust in connection with, any error of judgment, mistake of law, any act
or omission connected with or arising out of any services rendered under, or payments made pursuant to, this
Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or
gross negligence on the part of any such persons in the performance of your duties under this Agreement, or by
reason of reckless disregard by any of such persons of your obligations and duties under this Agreement.
Any person, even though also a director, officer, employee, shareholder, member or agent of you, who may
be or become a trustee, officer, employee or agent of the Trust, shall be deemed, when rendering services to the
Trust or acting on any business of the Trust (other than services or business in connection with your duties
hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee,
shareholder, member, or agent of you, or one under your control or direction, even though paid by you.
10. DURATION AND TERMINATION OF THIS AGREEMENT
The term of this Agreement shall begin with respect to each Fund upon the commencement of the
respective Fund's operations and shall continue in effect with respect to the Fund for a period of two years. This
Agreement shall continue in effect with respect to each Fund from year to year thereafter, subject to termination as
hereinafter provided, if such continuance is approved at least annually by (a) a majority of the outstanding voting
securities of the Fund or by vote of the Trust's Board of Trustees, cast in person at a meeting called for the purpose
of voting on such approval, and (b) by vote of a majority of the Trustees of the Trust who are not parties to this
Agreement or "interested persons" of any party to this Agreement, cast in person at a meeting called for the purpose
of voting on such approval.
This Agreement may, on sixty (60) days' written notice, be terminated with respect to a Fund, at any time
without the payment of any penalty, by the Board of Trustees, by a vote of a majority of the outstanding voting
securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment
11 AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived, discharged or terminated orally, and no
amendment of this Agreement shall be effective until approved by the Board of Trustees, including a majority of the
Trustees who are not interested persons of you or of the Trust, cast in person at a meeting called for the purpose of
voting on such approval, and (if required under interpretations of the Act by the Securities and Exchange
Commission or its staff) by vote of the holders of a majority of the outstanding voting securities of the Fund to
which the amendment relates.
12. LIMITATION OF LIABILITY TO TRUST PROPERTY
The term "LoCorr Investment Trust" means and refers to the Trustees from time to time serving under the
Trust's Agreement and Declaration of Trust as the same may subsequently thereto have been, or subsequently hereto
be, amended. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of
Trustees, officers, employees, agents or nominees of the Trust, or any shareholders of any series of the Trust,
personally, but bind only the trust property of the Trust (and only the property of the applicable Fund), as provided
in the Agreement and Declaration of Trust. The execution and delivery of this Agreement have been authorized by
the Trustees and shareholders of the applicable Fund and signed by officers of the Trust, acting as such, and neither
such authorization by such Trustees and shareholders nor such execution and delivery by such officers shall be
deemed to have been made by any of them individually or to impose any liability on any of them personally, but
shall bind only the trust property of the Trust (and only the property of applicable Fund) as provided in its
Agreement and Declaration of Trust. A copy of the Agreement and Declaration of Trust is on file with the Secretary
of State of Ohio.
13. SEVERABILITY
In the event any provision of this Agreement is determined to be void or unenforceable, such determination
shall not affect the remainder of this Agreement, which shall continue to be in force.
15. BOOKS AND RECORDS
In compliance with the requirements of Rule 31a-3 under the Act, you agree that all record which you
maintain for the Trust are the property of the Trust and you agree to surrender promptly to the Trust such records
upon the Trust's request. You further agree to preserve for the periods prescribed by Rule 31a-2 under the Act all
records which you maintain for the Trust that are required to be maintained by Rule 31a-1 under the Act.
16. QUESTIONS OF INTERPRETATION
(a) This Agreement shall be governed by the laws of the State of Ohio.
(b) For the purpose of this Agreement, the terms "assignment," "majority of the outstanding voting
securities," "control" and "interested person" shall have their respective meanings as defined in the Act and rules
and regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange
Commission under the Act; and the term "brokerage and research services" shall have the meaning given in the
Securities Exchange Act of 1934.
(c) 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 Act shall be resolved by reference to such term or provision of
the Act and to interpretation thereof, if any, by the United States courts or in the absence of any controlling decision
of any such court, by the Securities and Exchange Commission or its staff. In addition, where the effect of a
requirement of the Act, reflected in any provision of this Agreement, is revised by rule, regulation, order or
interpretation of the Securities and Exchange Commission or its staff, such provision shall be deemed to incorporate
the effect of such rule, regulation, order or interpretation.
17. NOTICES
Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the
other party at such address as such other party may designate for the receipt of such notice. Until further notice to
the other party, it is agreed that the address of the Trust is 000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx, XX 00000.
18. CONFIDENTIALITY
You agree to treat all records and other information relating to the Trust and the securities holdings of the
Funds as confidential and shall not disclose any such records or information to any other person unless (i) the Board
of Trustees of the Trust has approved the disclosure or (ii) such disclosure is compelled by law. In addition, you,
and your officers, directors and employees are prohibited from receiving compensation or other consideration, for
themselves or on behalf of a Fund, as a result of disclosing the Fund's portfolio holdings. You agree that, consistent
with your Code of Ethics, neither you nor your officers, directors or employees may engage in personal securities
transactions based on nonpublic information about the Fund's portfolio holdings.
19. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
20. BINDING EFFECT
Each of the undersigned expressly warrants and represents that he has the full power and authority to sign
this Agreement on behalf of the party indicated, and that his signature will operate to bind the party indicated to the
foregoing terms.
21. CAPTIONS
The captions in this Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or effect.
If you are in agreement with the foregoing, please sign the form of acceptance on the accompanying
counterpart of this letter and return such counterpart to the Trust, whereupon this letter shall become a binding
contract upon the date thereof.
Yours very truly,
LoCorr Investment Trust
Dated: [______________]
LoCorr Investment Trust
/s/ Xxx X. Xxxxx
Xxx X. Xxxxx, Treasurer and Secretary
ACCEPTANCE:
The foregoing Agreement is hereby accepted.
LoCorr Fund Management, LLC
Dated: [____________]
LoCorr Fund Management, LLC
/s/ Xxx X. Xxxxx
Xxx X. Xxxxx, Chief Operating Officer
Appendix A
Series of LoCorr Investment Trust
Fund
Fee
Date of Commencement of
Fund Operations
LoCorr Managed Futures Strategy Fund
[1.85%]
March 22, 2011
LoCorr Long/Short Commodities Strategy
Fund
See
Incremental
Advisory Fee
below
January 1, 2012
LoCorr Long/Short Equity Fund
2.45%
May 10, 2013
LoCorr Spectrum Income Fund
1.30%
January 1, 0000
XxXxxx Xxxxxx Trend Fund
1.50%
July 1, 2014
LoCorr Multi-Strategy Fund
1.75%
April 6, 2015
Incremental Advisory Fee for
LoCorr Long/Short Commodity Strategies Fund
Net Assets per Fund
Incremental
Advisory Fee
$0 - .5 billion
1.50%
$.5 - 1 billion
1.40%
$1 - 1.5 billion
1.30%
$1.5 - 2.0 billion
1.20%
$2.0 - $2.5 billion
1.10%
Over $2.5 billion
1.00%
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