CARITAS ALL-CAP GROWTH FUND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
CARITAS ALL-CAP GROWTH FUND
AMENDED AND RESTATED
This Amended and Restated Expense Limitation Agreement (“Expense Limitation Agreement”) is made and entered into effective as of September 1, 2010 by and between the Starboard Investment Trust, a Delaware statutory trust (the “Trust”), on behalf of its series portfolio, the Caritas All-Cap Growth Fund (the “Fund”), and Caritas Capital, LLC, a North Carolina limited liability company (the “Advisor”), and is amending and restating in its entirety the Original Expense Limitation Agreement dated July 16, 2009.
WHEREAS, the Trust is a Delaware statutory trust organized under the Certificate of Trust (“Trust Instrument”) and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company; and
WHEREAS, the Fund is a series of the Trust; and
WHEREAS, the Fund and the Advisor have entered into an Investment Advisory Agreement dated July 16, 2009 (“Advisory Agreement”), pursuant to which the Advisor provides investment advisory services to the Fund; and
WHEREAS, the Advisor has requested that the Expense Limitation Agreement be amended in order to change the termination date and clarify that in determining the Fund Operating Expenses, expenses that the Fund would have incurred but did not actually pay because of expense offset of brokerage/services arrangements shall be added to the aggregate expenses so as not to benefit the Advisor; and
WHEREAS, the Fund and the Advisor have determined that it is appropriate and in the best interests of the Fund and its shareholders to limit the expenses of the Fund, and, therefore, have entered into this Agreement, in order to maintain the Fund’s expense ratios within the Operating Expense Limit, as defined below;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
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1.
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Expense Limitation.
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(a)
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Applicable Expense Limit. To the extent that the aggregate expenses of every character, including but not limited to investment advisory fees of the Advisor (but excluding interest, taxes, brokerage commissions, fees and expenses of other investment companies in which the Fund invests, other expenditures which are capitalized in accordance with generally accepted accounting principles, other extraordinary expenses not incurred in the ordinary course of the Fund’s business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the ▇▇▇▇ ▇▇▇) incurred by the Fund in any fiscal year (“Fund Operating Expenses”), exceed the Operating Expense Limit, as defined in Section 1(b) below, such excess amount (the “Excess Amount”) shall be the liability of the Advisor. Additionally, in determining the Fund Operating Expenses, expenses that the Fund would have incurred but did not actually pay because of expense offset or brokerage/services arrangements shall be added to the aggregate expenses so as not to benefit the Advisor.
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(b)
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Operating Expense Limit. The Fund’s maximum operating expense limit (“Operating Expense Limit”) in any year shall be 1.70% of the average daily net assets of the Fund.
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(c)
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Method of Computation. To determine the Advisor’s liability with respect to the Excess Amount, each month the Fund Operating Expenses for the Fund shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses for any month exceeds 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.
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(d)
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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.
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2.
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Term and Termination of Agreement.
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This Agreement with respect to the Fund shall continue in effect until the last day of October 2011. This Agreement may be continued by the parties from year to year thereafter provided each such continuance is specifically approved by a majority of the Trustees of the Trust who are not “interested persons” of the Trust or any other party to this Agreement, as defined in the 1940 Act (“Non-Interested Trustees”). Nevertheless, this Agreement may be terminated by the Trust at any time, provided that such action shall be authorized by resolution of a majority of the Non-Interested Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Trust.
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3.
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Miscellaneous.
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(a)
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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.
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(b)
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Interpretation. Nothing herein contained shall be deemed to require the Trust or the 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.
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(c)
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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 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the 1940 Act.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the day and year first above written.
On behalf of the Caritas All-Cap Growth Fund
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman
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Caritas Capital, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
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