EXPENSE LIMITATION AGREEMENT

1.

EXPENSE LIMITATION

(a)

Applicable Expense Limit.  The Fund has set an Operating Expense Limit, outlined below and stated in Appendix A (the “Operating Expense Limit”). Operating  Expenses shall be defined as the aggregate expenses of every character, including but not limited to investment advisory fees of the Advisor, administration fees, distribution and shareholder service fees, fees necessary for professional services, and costs associated with regulatory compliance and maintaining legal existence and shareholder relations, and other such fees and expenses, but does not include: (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions, (iii) acquired fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); (v) borrowing costs (such as interest and dividend expense on securities sold short); (vi) taxes; and (vii) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees and contractual indemnification of Fund service providers (other than the Adviser)). These expenses are typically shown on the financial statements of the Fund and are classified as the Fund Operating Expenses.

(b)

Due from Advisor Reimbursement. To the extent that the Fund’s Operating Expenses exceed the Operating Expense Limit, such excess amount (the “Excess Amount”) shall be the liability of the Advisor. Those expenses incurred on behalf of the Fund and the Advisor, particularly those expenses advanced on the Advisor’s behalf for Fund marketing and distribution, shall also be the liability of the Advisor and payable to the party advancing such expenses on the Advisor’s behalf. Marketing expenses are specifically excluded as being deemed a liability of any party other than the Advisor.

(c)

Expense Limit Calculation.  The Fund’s maximum operating expense limits in any year shall be calculated as a percentage 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. For purposes of the Operating Expense Limit, that calculation shall include all the expenses directly charged to the net asset value of the Fund.

(d)

Method of Computation.  To determine the Advisor’s liability with respect to the Excess Amount, each month the Fund’s Operating Expenses shall be annualized as of the last day of the month (the “Report Period”).  If the annualized Fund Operating Expenses for any month exceed the Operating Expense Limit of the Fund, the Advisor shall first waive or reduce its investment advisory fee for such month by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount no higher than the Operating Expense Limit.  If the amount of the waived or reduced investment advisory fee for any such month is insufficient to pay the Excess Amount, the Advisor shall also remit to the Fund an amount that, together with the waived or reduced investment advisory fee, is sufficient to pay such Excess Amount within ten days of the Report Period. If the Advisor fails to make the full payment needed within 30 days of the Report Period, the provisions of the Security Agreement will take effect.

(e)

Year-End Adjustment.  If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Advisor to the Fund with respect to the previous fiscal year shall equal the Excess Amount.

(f)

Recoupment.  Any Excess Amount paid by the Advisor pursuant to this Agreement is subject to repayment by the Fund provided the Advisor continues to serve as investment adviser to the Fund and subject to the limitations that: (1) the reimbursement for Excess Amounts paid by the Advisor will be made only if payable not more than three years from the date on which the expenses were incurred; and (2) the reimbursement may not be made if it would cause the lesser of the Operating Expense Limit in place at the time the expenses were incurred or at the time of the reimbursement to be exceeded.

2.

TERM AND TERMINATION

3.

MISCELLANEOUS

(a)

Captions.  The captions in this Agreement are included for convenience only and in no other way define or delineate any provisions hereof or otherwise affect their construction or effect.

(b)

Interpretation.  Nothing herein contained shall be deemed to require the Trust or any Fund to take any action contrary to the Trust’s Declaration of Trust or by-laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust’s Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or the Fund.

(c)

Definitions.  Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the Act, shall have the same meaning as, and be resolved by reference to, such Advisory Agreement or the Act.

(d)

Entire Agreement. This Agreement and all the exhibits attached hereto and the Security Agreement constitute the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior negotiations, agreements, and understandings with respect thereto.

(e)

Amendment. No amendment or modification to this Agreement, or any attachment hereto, shall be valid unless made in writing and executed by all parties hereto.

(f)

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

STARBOARD INVESTMENT TRUST
On behalf of the Sector Rotation Fund

 

 

 

 

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