FORUM FUND SERVICES, LLC
MUTUAL FUND
SALES AND SERVICE AGREEMENT
November 2, 2001
Dear Securities Dealer:
Forum Fund Services, LLC ("we" or "us") invites you (the "Dealer") to
participate in the distribution of the shares of the registered open-end
investment companies or series thereof listed in Appendix A hereto (the "Funds")
for which we serve as principal underwriter, subject to the terms of this
Agreement. We will notify Dealer from time to time of the Funds which are
eligible for distribution and the terms of compensation under this Agreement
(or, if more recently published, the Funds' current prospectus).
1. LICENSING. Both parties represent that they are members in good
standing of the National Association of Securities Dealers, Inc. ("NASD") and
both parties agree to abide by the NASD Conduct Rules. Both parties represent
that they are qualified to act as a broker-dealer in the states or other
jurisdictions where they transact business, and agree to maintain such
registrations, qualifications and membership in good standing in full force and
effect throughout the term of this Agreement. Dealer agrees that termination or
suspension of such membership with the NASD, or of its license to do business by
any state or federal regulatory agency, at any time, shall terminate or suspend
this Agreement forthwith and shall require Dealer to notify us in writing of
such action. This Agreement is in all respects subject to Rule 2830 of the
Conduct Rules of the NASD which shall control any provision to the contrary in
this Agreement.
2. SALES OF FUND SHARES. Dealer may offer and sell shares of each Fund
only at the public offering price applicable to the shares in effect at the time
of each transaction. The procedures relating to all orders and the handling of
orders are subject to the terms of the then current prospectus and statement of
additional information of the Fund (collectively, the "prospectus"), the then
current new account application for the Fund, and our written instructions which
may be issued from time to time. This Agreement is not exclusive, and either
party may enter into similar agreements with third parties.
3. GENERAL DUTIES OF DEALER
Dealer agrees:
(a) To act as principal, or as agent on behalf of your customers, in
all transactions in shares of the Funds except as provided in Section 4 hereof.
Dealer shall not have any authority to act as agent for the issuer (the Funds),
for us, or for any other dealer in any respect, nor will Dealer represent to any
third party that Dealer has such authority or is acting in such capacity.
(b) To purchase shares only from us or from your customers.
(c) To enter orders for the purchase of shares made through Dealer and
to furnish us with copies of such records on request.
(d) To purchase shares from us only for the purpose of covering
purchase orders already received or for your own bonafide investment.
(e) To maintain records of all sales and redemptions of shares made
through Dealer and to furnish us with copies of such records on request.
(f) To distribute prospectuses and reports to your customers in
compliance with applicable legal requirements, except to the extent that we
expressly undertake to do so on your behalf.
(g) That Dealer will not withhold placing customers' orders for shares
so as to profit itself as a result of such withholding or place orders for
shares in amounts just below the point at which sales charges are reduced so as
to benefit from a higher sales charge applicable to an amount below the
breakpoint.
(h) That Dealer will not purchase any shares from its customers at
prices lower than the redemption or repurchase prices then quoted by the Fund.
Dealer shall, however, be permitted to sell shares for the account of its record
owners to the Fund at the repurchase prices currently established for such
shares and may charge the owner a fair commission for handling the transaction.
(i) That if any shares confirmed to Dealer hereunder are repurchased or
redeemed by any of the Funds within seven business days after such confirmation
of Dealer's original order, Dealer shall refund to us the full concession
allowed to Dealer on such orders. We shall pay to the appropriate Fund our
share, if any, of the "charge" on the original sale and shall also pay to such
Fund the refund from Dealer as herein provided. We shall notify Dealer of such
repurchase or redemption within a reasonable time after settlement. Termination
or cancellation of this Agreement shall not relieve Dealer or us from the
requirements of this subparagraph.
(j) That if payment for the shares purchased is not received within the
time customary or the time required by law for such payment, the sale may be
canceled without any responsibility or liability on our part or on the part of
the Funds, or at our option, we may sell the shares which Dealer ordered back to
the Funds, in which latter case we may hold Dealer responsible for any loss to
the Funds or loss of profit suffered by us resulting from Dealer's failure to
make payment. We shall have no liability for any check or other item returned
unpaid to Dealer after Dealer has paid us on behalf of a purchaser. We may
refuse to liquidate the investment unless we receive the purchaser's signed
authorization for the liquidation.
(k) That Dealer shall assume responsibility for any loss to the Funds
caused by a correction made subsequent to trade date, provided such correction
was not based on any error, omission or negligence on our part, and that Dealer
will immediately pay such loss to the Funds upon notification.
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(l) That if on a redemption which Dealer has ordered, instructions in
proper form, including outstanding certificates, are not received within the
time customary or the time required by law, the redemption may be canceled
without any responsibility or liability on our part or on the part of any Fund,
or at our option, we may buy the shares redeemed on behalf of the Fund, in which
latter case we may hold Dealer responsible for any loss to the Fund or loss of
profit suffered by us resulting from Dealer's failure to settle the redemption.
4. DUTIES OF DEALER - RETIREMENT ACCOUNTS. In connection with orders
for the purchase of shares on behalf of an individual retirement account,
self-employed retirement plan or other retirement accounts, Dealer shall act as
agent for the custodian or trustee of such account or plan (solely with respect
to the time of receipt of the application and payments), and Dealer shall not
place such an order until Dealer has received from the account or plan payment
for the purchase and, if the purchase represents the initial contribution to the
account or plan, the completed documents necessary to establish the account or
plan. Dealer agrees to indemnify us, the Fund and the Fund's transfer agent, as
applicable, for any claim, loss, or liability resulting from incorrect
investment instructions received from Dealer with respect to any such account or
plan which cause a tax liability or other tax penalty.
5. CONDITIONAL ORDERS; CERTIFICATES. We will not accept from Dealer any
conditional orders for shares of any Fund. Delivery of certificates for shares
purchased shall be made by the Funds only against constructive receipt of the
purchase price, subject to deduction for Dealer's concession and our portion of
the sales charge, if any, on such sale. No stock certificates for shares of any
Fund will be issued unless specifically requested.
6. DEALER COMPENSATION
(a) On each purchase of shares by Dealer from us, the total sales
charges and your dealer concessions (if any) shall be as stated in each Fund's
then current prospectus, subject to NASD rules and applicable state and federal
laws. Such sales charges and dealer concessions are subject to reductions under
a variety of circumstances as described in the Funds' prospectuses. For an
investor to obtain these reductions, we must be notified at the time of the sale
that the sale qualifies for the reduced charge. If Dealer fails to notify us of
the applicability of a reduction in the sales charge at the time the trade is
placed, neither we nor any of the Funds will be liable for amounts necessary to
reimburse any investor for the reduction which should have been effected. There
is no sales charge or discount to related dealers on the reinvestment of
dividends.
(b) In accordance with the Funds' prospectuses, we or our affiliates
may, but are not obligated to, make payments to dealers from our own resources
as compensation for certain sales which are made at net asset value and are not
subject to any contingent deferred sales charges ("Qualifying Sales"). If Dealer
notifies us of a Qualifying Sale, we may make a contingent advance payment up to
the maximum amount available for payment on the sale. We reserve the right to
withhold advances to any dealer, if for any reason we believe that we may not be
able to recover unearned advances from such dealer. In addition, dealers will
3
generally be required to enter into a supplemental agreement with us with
respect to such compensation and the repayment obligation prior to receiving any
payments.
7. REDEMPTIONS. Redemptions or repurchases of shares will be made
at the net asset value of such shares, less any applicable deferred sales or
redemption charges, in accordance with the applicable prospectus.
8. EXCHANGES. Telephone exchange orders will be effective only for
shares in plan balance (uncertificated shares) or for which share certificates
have been previously deposited and may be subject to any fees or other
restrictions set forth in the applicable prospectuses. Dealer may charge the
shareholder a fair commission for handling an exchange transaction. Exchanges
from a Fund sold with no sales charge to a Fund which carries a sales charge,
and exchanges from a Fund of shares sold with a sales charge to a Fund which
carries a higher sales charge may be subject to a sales charge in accordance
with the terms of each Fund's prospectus. Dealer shall comply with any
additional exchange policies described in each Fund's prospectus.
9. TRANSACTION PROCESSING. All orders are subject to acceptance by us
and by the Fund or its transfer agent, and become effective only upon
confirmation by us. If required by law, each transaction shall be confirmed in
writing on a fully disclosed basis and if confirmed by us, a copy of each
confirmation shall be sent simultaneously to Dealer if Dealer so requests. All
sales are made subject to receipt of shares by us from the Funds. We reserve the
right in our discretion, without notice, to suspend the sale of shares or
withdraw the offering of shares entirely. Telephone orders will be effected at
the price(s) next computed on the day they are received from Dealer if, as set
forth in each Fund's current prospectus, they are received prior to the time the
price of the Fund's shares is calculated. Orders received after that time will
be effected at the price(s) computed on the next business day. All orders must
be paid by check or wire payable to the order of the Fund, which reserves the
right to delay issuance or transfer of shares until such payment is available in
investable Federal Funds. All orders must be drawn payable in U.S. dollars on a
U.S. bank, for the full amount of the investment.
10. MULTIPLE CLASSES. We may from time to time provide to Dealer
written compliance guidelines or standards relating to the sale or distribution
of Funds offering multiple classes of shares with different sales charges and
distribution-related operating expenses; see Appendix B. These guidelines or
standards are deemed to be written instructions as contemplated in Section 2. In
addition, Dealer agrees to be bound by any applicable rules or regulations of
government agencies or self-regulatory organizations generally affecting the
sale or distribution of Funds offering multiple classes of shares.
11. DISTRIBUTION SERVICES
(a) With regard to those Funds which pay asset-based sales charges (pursuant to
Distribution Plans adopted under Rule 12b-1 under the Investment Company Act of
1940 ("1940 Act"), as noted on Appendix B hereto (or, if more recently
published, the Fund's current prospectus), we hereby appoint Dealer to render or
cause to be rendered distribution and sales services to the Funds and their
shareholders.
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(b) The services to be provided under Paragraph (a) above may include,
but are not limited to, the following:
(i) reviewing the activity in Fund accounts;
(ii) providing training and supervision of its personnel;
(iii) maintaining and distributing current copies of prospectuses and
shareholder reports;
(iv) advertising the availability of its services and products;
(v) providing assistance and review in designing materials to send to
customers and potential customers and developing methods of making
such materials accessible to customers and potential customers; and
(vi) responding to customers' and potential customers' questions about
the Funds.
(c) During the term of this Agreement, we will pay Dealer asset-based
sales charges for each Fund as set forth in Appendix B to this Agreement (or, if
more recently published, the Fund's current prospectus). Payment is made only
upon receipt by us of Rule 12b-1 payments from the applicable fund.
12. SHAREHOLDER SERVICES
(a) With regard to those Funds which pay a Shareholder Service Fee to
Dealer, as noted on Appendix C hereto (or, if more recently published, the
Fund's current prospectus), Dealer agrees to render or cause to be rendered
personal services to shareholders of the Funds and/or the maintenance of
accounts of shareholders of the Funds ("Shareholder Services"). Dealer agrees to
provide Shareholder Services which in your best judgment are necessary or
desirable for your customers who are investors in the Funds. Dealer further
agrees to provide us, upon request, a written description of the Shareholder
Services which Dealer is providing hereunder. Shareholder Services include:
(i) answering shareholder inquiries regarding the manner in which
purchases, exchanges and redemptions of shares of the Fund may
be effected and other matters pertaining to the Fund's services;
(ii) providing necessary personnel and facilities to establish and
maintain shareholder accounts and records; (iii) assisting
shareholders in arranging for processing purchase, exchange and
redemption transactions; (iv) arranging for the wiring of funds;
(v) guaranteeing shareholder signatures in connection with
redemption orders and transfers and changes in shareholder-
designated accounts;
(vi) integrating periodic statements with other shareholder
transactions; and
(vii) providing such other related services as the shareholder may
request.
5
(b) During the term of this Agreement, we will pay Shareholder Service
Fees to Dealer as set forth in Appendix C hereto (or, if more recently
published, the Fund's current prospectus). To enable the Fund to comply with an
applicable law, Dealer represents that the fees received pursuant to this
Agreement will be disclosed to your customers, will be authorized by your
customers (either directly or by operation of applicable law), and will not
result in an excessive fee to Dealer.
13. REGISTRATION OF SHARES AND BLUE SKY. Dealer will not offer or sell
shares except under circumstances that will result in compliance with the
applicable Federal and state securities laws and in connection with sales and
offers to sell shares Dealer will furnish to each person to whom any such sale
or offer is made, a copy of the applicable, then current, prospectus and
Statement of Additional Information, if requested. We shall notify Dealer of the
states or other jurisdictions in which each Fund's shares are currently
available for sale to the public as set forth in Appendix D. We shall have no
obligation to register or make available Fund shares in any state or other
jurisdiction.
Dealer shall track and maintain "blue sky" information and report that
information on a periodic basis to the transfer agent of the Funds in a form as
agreed from time to time by Dealer and the transfer agent in order for us to
report required information to the various states and jurisdictions in which a
Fund's shares are registered.
We shall have no responsibility, under the laws regulating the sale of
securities in any U.S. or foreign jurisdiction, for the qualification or status
of persons selling Fund shares or for the manner of sale of Fund shares. Nothing
in this Agreement, however, shall be deemed to be a condition, stipulation or
provision binding any person acquiring any security to waive compliance with any
provision of the Securities Act of 1933, or of the rules and regulations of the
Securities and Exchange Commission, or to relieve the parties hereto from any
liability arising under the Securities Act of 1933.
14. FUND INFORMATION. No person is authorized to give any information
or make any representations concerning shares of any Fund except those contained
in the Fund's current prospectus or in materials issued by us as information
supplemental to such prospectus. We will supply prospectuses and statements of
additional information, reasonable quantities of reports to shareholders,
supplemental sales literature, sales bulletins, and additional information as
issued. Dealer agrees not to use other advertising or sales material relating to
the Funds except that which (a) conforms to the requirements of any applicable
laws or regulations of any government or authorized agency in the U.S. or any
other country, having jurisdiction over the offering or sale of shares of the
Funds, and (b) is approved in writing by us in advance of such use. Such
approval may be withdrawn by us in whole or in part upon notice to Dealer, and
Dealer shall, upon receipt of such notice, immediately discontinue the use of
such sales literature, sales material and advertising. Dealer is not authorized
to modify or translate any such materials without our prior written consent. Any
printed information furnished by us other than the then current prospectus and
statement of additional information for each Fund, periodic reports and proxy
solicitation materials are our sole responsibility and not the responsibility of
6
the Funds, and Dealer agrees that the Funds shall have no liability or
responsibility to Dealer in these respects unless expressly assumed in
connection therewith.
15. INDEMNIFICATION.
(a) Dealer shall indemnify and hold harmless us, each Fund, the transfer agents
of the Funds, and their respective subsidiaries, affiliates, officers,
directors, agents and employees from all direct or indirect liabilities, losses
or costs (including attorneys fees) arising from, related to or otherwise
connected with: (i) any breach by Dealer of any provision of this Agreement;
(ii) any violation of Federal or State securities laws or the rules of any
Self-Regulatory Organization; or (iii) any actions or omissions by us, any Fund,
the transfer agent of the Funds, and their subsidiaries, affiliates, officers,
directors, agents and employees made in reliance upon any oral, written or
computer or electronically transmitted instructions believed to be genuine and
to have been given by or on behalf of Dealer.
(b) We shall indemnify and hold harmless Dealer and its subsidiaries,
affiliates, officers, directors, agents and employees from and against any and
all direct or indirect liabilities, losses or costs (including attorneys fees)
arising from, related to or otherwise connected with: (i) any breach by us of
any provision of this Agreement; (ii) any violation of Federal or State
securities laws or the rules of any Self-Regulatory Organization; or (iii) any
alleged untrue statement of a material fact contained in any Fund's Registration
Statement or Prospectus, or as a result of or based upon any alleged omission to
state a material fact required to be stated therein or necessary to make the
statements contained therein not misleading.
(c) The agreement of the parties in this Paragraph to indemnify each
other is conditioned upon the party entitled to indemnification ("Indemnified
Party") giving notice to the party required to provide indemnification
("Indemnifying Party") promptly after the summons or other first legal process
for any claim as to which indemnity may be sought is served on the Indemnified
Party. The Indemnified Party shall permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting from it, provided that
counsel for the Indemnifying Party (which approval shall not unreasonably be
withheld) shall conduct the defense of such claim or any litigation resulting
from it, and that the Indemnified Party may participate in such defense at its
expense. The failure of the Indemnified Party to give notice as provided in this
paragraph (c) shall not relieve, the Indemnifying Party from any liability other
than its indemnity obligation under this Paragraph. No Indemnifying Party, in
the defense of any such claim or litigation, shall, without the consent of the
Indemnified Party, consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term the giving by the claimant or
plaintiff to the Indemnified Party of a release from all liability in respect to
such claim or litigation.
(d) The provisions of Sections 6, 11, 12, 14 and 15 shall survive
the termination of this Agreement.
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16. EFFECTIVENESS, AMENDMENT, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement may be amended by us at any time by written notice
to Dealer and your placing of an order or acceptance of payments of any kind
after the effective date and receipt of notice of any such amendment shall
constitute your acceptance of such amendment.
(b) This Agreement shall continue in effect until terminated.
(c) This Agreement may be terminated by either party, without penalty,
upon ten days' written notice to the other party. This Agreement shall inure to
the benefit of the successors and assigns of either party hereto, provided,
however, that Dealer may not assign this Agreement without our prior written
consent. This Agreement shall terminate immediately upon the appointment of a
trustee under the Securities Investor Protection Act or immediately upon any
other act of insolvency by Dealer. This Agreement may also be terminated at any
time for any particular Fund without penalty by the vote of a majority of the
members of the Board of Directors or Trustees of such Fund or by the vote of a
majority of the outstanding voting securities of the Fund. The termination of
this Agreement shall have no effect upon transactions entered into prior to the
effective date of termination. A trade placed by Dealer subsequent to your
voluntary termination of this Agreement will not serve to reinstate this
Agreement. Reinstatement will only be effective upon written notification by us.
17. SETOFF. Should any of your concession accounts with us have a
debit balance, we may offset and recover the amount owed from any other account
Dealer has with us, without notice or demand to Dealer.
18. DISPUTE RESOLUTION. In the event of a dispute concerning any
provision of this Agreement, either party may require the dispute to be
submitted to binding arbitration under the commercial arbitration rules of the
NASD or the American Arbitration Association. Judgment upon any arbitration
award may be entered by any state or federal court having jurisdiction.
19. MISCELLANEOUS
(a) This Agreement shall be construed in accordance with the laws of
the State of New York, not including any provision which would require the
general application of the law of another jurisdiction.
[Balance left blank intentionally.]
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(b) All written communications to us must be sent to the following
address:
Forum Fund Services, LLC
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxxx
All written communications to Dealer will be sent to your address listed below.
(c) This Agreement is cumulative and supersedes any agreement
previously in effect. It shall be binding upon the parties hereto when signed by
us and accepted to Dealer.
FORUM FUND SERVICES, LLC
By:
-------------------------------------------------
Xxxx X. Xxxxxx
President
--------------------------------------
DEALER NAME
By:
----------------------------------------------------------------------------
(Signature)
--------------------------------------------------------------------------------
Name and Title
--------------------------------------------------------------------------------
Address
--------------------------------------------------------------------------------
Operations Contact
Telephone:
---------------------------------------------------
E-Mail:
------------------------------------------------------
Clears Through (if applicable):
------------------------------------------------
9
FORUM FUND SERVICES, LLC
MUTUAL FUND
SALES AND SERVICES AGREEMENT
APPENDIX A
FUNDS DISTRIBUTED BY FORUM FUND SERVICES, LLC
FORUM FUNDS
Daily Assets Treasury Obligations Fund
Daily Assets Government Fund
Daily Assets Government Obligations Fund
Daily Assets Cash Fund
Investors Bond Fund
TaxSaver Bond Fund
Maine TaxSaver Bond Fund
New Hampshire TaxSaver Bond Fund
Payson Balanced Fund
Equity Index Fund
Payson Value Fund
Austin Global Equity Fund
Polaris Global Value Fund
BrownIA Small-Cap Growth Fund BrownIA Growth Equity Fund BrownIA Maryland Bond
Fund Xxxxxxxxxxxx Growth Value Fund The Advocacy Fund Shaker Fund Xxxxxxx Xxxxx
Growth Fund XX Xxxx Premier Growth Fund Fountainhead Special Value Fund
Fountainhead Kaleidoscope Fund
CENTURY FUNDS:
o Century Shares Trust
o Century Small Cap Select Fund
10
FORUM FUNDS MUTUAL FUND
SALES AND SERVICE
AGREEMENT
APPENDIX B
FEE SCHEDULE
(AS AMENDED NOVEMBER 8, 2001)
FORUM FUNDS
EQUITY INDEX FUND PAYSON VALUE FUND PAYSON BALANCED FUND
--------------------------------------------------- ----------------------------
AMOUNT OF PURCHASE SALES CHARGE DEALER REALLOWANCE
--------------------------------------------------- ----------------------------
Less than $50,000 4.00% 3.50%
--------------------------------------------------- ----------------------------
$50,000 but less than $100,000 3.50% 3.00%
--------------------------------------------------- ----------------------------
$100,000 but less than $250,000 3.00% 2.50%
--------------------------------------------------------------------------------
$250,000 but less than $500,000 2.50% 2.10%
--------------------------------------------------- ----------------------------
$500,000 but less than $1,000,000 2.00% 1.70%
--------------------------------------------------- ----------------------------
$1,000,000 and over 0.00% 1.00%*
--------------------------------------------------- ----------------------------
TAXSAVER BOND FUND INVESTORS BOND FUND
--------------------------------------------------- ----------------------------
AMOUNT OF PURCHASE SALES CHARGE DEALER REALLOWANCE
--------------------------------------------------- ----------------------------
Less than $50,000 3.75% 3.25%
--------------------------------------------------- ----------------------------
$50,000 but less than $100,000 3.25% 2.75%
--------------------------------------------------- ----------------------------
$100,000 but less than $250,000 2.75% 2.25%
--------------------------------------------------- ----------------------------
$250,000 but less than $500,000 2.25% 1.85%
--------------------------------------------------- ----------------------------
$500,000 but less than $1,000,000 1.75% 1.45%
--------------------------------------------------- ----------------------------
$1,000,000 and over 0.00% 1.00%*
--------------------------------------------------- ----------------------------
MAINE TAXSAVER BOND FUND NEW HAMPSHIRE TAXSAVER BOND FUND
--------------------------------------------------- ----------------------------
AMOUNT OF PURCHASE SALES CHARGE DEALER REALLOWANCE
--------------------------------------------------- ----------------------------
Less than $100,000 3.00% 2.50%
--------------------------------------------------- ----------------------------
$100,000 but less than $250,000 2.50% 2.00%
--------------------------------------------------- ----------------------------
$250,000 but less than $500,000 2.00% 1.60%
--------------------------------------------------- ----------------------------
$500,000 but less than $1,000,000 1.50% 1.20%
--------------------------------------------------- ----------------------------
$1,000,000 and over 0.00% 1.00%*
--------------------------------------------------- ----------------------------
SHAKER FUND (A SHARES)
--------------------------------------------------- ----------------------------
AMOUNT OF PURCHASE SALES CHARGE DEALER REALLOWANCE
--------------------------------------------------- ----------------------------
$0 to $49,999 5.75% 5.00%
--------------------------------------------------- ----------------------------
$50,000 to $99,999 5.00% 4.25%
--------------------------------------------------- ----------------------------
$100,000 to $249,999 4.25% 3.50%
--------------------------------------------------- ----------------------------
$250,000 to $499,999 3.50% 2.75%
--------------------------------------------------- ----------------------------
$500,000 to $999,999 2.75% 2.00%
--------------------------------------------------- ----------------------------
$1,000,000 and up 0.00%* 1.00%*
--------------------------------------------------- ----------------------------
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NOTES
Free exchange between fund family members of the same class and sales charge
structure. Exchange privileges exist for Institutional Shares of Shaker Fund
with Institutional Shares of any money market series of Forum Funds. Exchange
privileges for each of A Shares, B Shares and C Shares with Investor Shares of
any money market series of Forum Funds.
Rights of Accumulation and Letter of Intent are available.
Purchases may be made at net asset value if made in accordance with the terms of
the registration statement. Dealer will receive no discount, commission or other
concession with respect to any such sale at net asset value, but will be
entitled to receive any service fees and/or distribution fees otherwise payable
with respect thereto to the extent provided from time to time in the applicable
prospectus.
Shaker Fund is available in all 50 states.
* No initial sales charge applies on investments of $1 million or more. However,
a CDSC of 1% is imposed on redemptions of such investments within one year of
the date of purchase and a CDSC of 0.50% is imposed if redeemed between one and
two years of the date of purchase. The Distributor pays a sales commission of
1.00% of the offering price to brokers that initiate and are responsible for
purchases of $1 million or more.
12B-1 FEES
1. The following Funds have a 12b-1 fee of 0.30% per year: Daily Assets
Treasury Obligations Fund, Daily Assets Government Obligations Fund
and Daily Assets Cash Fund. Daily Assets Government Fund has a 12b-1 fee
of 0.15% per year.
2. The Advocacy Fund has a 12b-1 fee of 0.25% per year.
3. A Shares for Shaker Fund have a 12b-1 fee of up to 0.25% per year.
4. Payment of 12b-1 distribution payments is made only upon receipt by the
Distributor of Rule 12b-1 payments from the applicable Fund.
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SHAKER FUND
CLASS B SHARES - CONTINGENT DEFERRED SALES CHARGES (EFFECTIVE UPON COMMENCEMENT
OF OPERATIONS ON OR ABOUT NOVEMBER 6, 2001)
Redemption within the first six years are subject to a Contingent Deferred Sales
Charge according to the following schedule with shares converted to A Shares
nine years after purchase.
Year of Redemption 1 2 3 4 5 6 7 8
-- -- -- -- -- --
CDSC 5% 4% 3% 3% 2% 1% 0% 0%
The Distributor pays a sales commission of 4% of the offering price of B Shares
to dealers that initiate and are responsible for purchases of B Shares.
SHAKER FUND
C SHARES - CONTINGENT DEFERRED SALES CHARGES (EFFECTIVE UPON COMMENCEMENT OF
OPERATIONS ON OR ABOUT NOVEMBER 6, 2001)
Redemption within one year of purchase is subject to a 1% Contingent Deferred
Sales Charge.
The Distributor pays a sales commission of 1% of the offering price of C Shares
to dealers that initiate and are responsible for purchases of C Shares.
Redemptions may be made at net asset value if made in accordance with the terms
of the registration statement.
SHAKER FUND
CLASS B AND C SHARES NOTES
B and C Shares have a 12b-1 fee of up to 0.25% per year. Payment of 12b-1
distribution payments is made only upon receipt by the Distributor of Rule 12b-1
payments from the applicable Fund.
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FORUM FUND SERVICES, LLC
MUTUAL FUND
SALES AND SERVICES AGREEMENT
APPENDIX B
CENTURY FUNDS
FUND CLASSES DISTRIBUTION FEE SHAREHOLDER SERVICE
FEE
Century Small Cap Institutional N/A N/A
Select Fund Investor
Century Shares Trust Single class N/A N/A
CENTURY FUNDS BLUE SKY INFORMATION
ELIGIBLE
FUND NAME CLASSES STATES
Century Small Cap Select Fund Institutional 50 States
Investor
Century Shares Trust Single Class 50 States
14
FORUM FUND SERVICES, LLC
MUTUAL FUND
SALES AND SERVICE AGREEMENT
APPENDIX C
SERVICE FEE SCHEDULE
15
FORUM FUND SERVICES, LLC
MUTUAL FUND
SALES AND SERVICE AGREEMENT
APPENDIX D
BLUE SKY SCHEDULE
PLEASE REFER TO THE FOLLOWING PAGES FOR BLUE SKY INFORMATION
