FORUM FUNDS
ADMINISTRATION AGREEMENT
AGREEMENT as amended and restated the 30th day of September, 2004, by
and between Forum Funds, a Delaware business trust, with its principal office
and place of business at Two Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000 (the
"Trust"), and Forum Administrative Services, LLC, a Delaware limited liability
company with its principal office and place of business at Xxx Xxxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxx 00000 ("Forum").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company
and may issue its shares of beneficial interest, no par value (the "Shares"), in
separate series and classes; and
WHEREAS, the Trust offers shares in various series as listed in
Appendix A hereto (each such series, together with all other series subsequently
established by the Trust and made subject to this Agreement in accordance with
Section 6, being herein referred to as a "Fund," and collectively as the
"Funds") and the Trust may in the future offer shares of various classes of each
Fund as listed in Appendix A hereto (each such class together with all other
classes subsequently established by the Trust in a Fund being herein referred to
as a "Class," and collectively as the "Classes");
WHEREAS, the Trust desires that Forum perform certain administrative
services for each Fund and Class thereof and Forum is willing to provide those
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and Forum hereby agree to amend and
restate this Agreement as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Trust hereby appoints Forum, and Forum hereby agrees, to act as
administrator of the Trust for the period and on the terms set forth in this
Agreement.
(b) In connection therewith, the Trust has delivered to Forum copies of
(i) the Trust's Trust Instrument and Bylaws (collectively, as amended from time
to time, "Organic Documents"), (ii) the Trust's Registration Statement and all
amendments thereto filed with the U.S. Securities and Exchange Commission
("SEC") pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), or the 1940 Act (the "Registration Statement"), (iii) the Trust's current
Prospectus and Statement of Additional Information of each Fund (collectively,
as currently in effect and as amended or supplemented, the "Prospectus"), (iv)
each current plan of distribution or similar document adopted by the Trust under
Rule 12b-1 under the 1940 Act ("Plan") and each current shareholder service plan
or similar document adopted by the Trust ("Service Plan"), and (iv) all
procedures adopted by the Trust with respect to the Funds (i.e., repurchase
agreement procedures), and shall promptly furnish Forum with all amendments of
or
supplements to the foregoing. The Trust shall deliver to Forum a certified copy
of the resolution of the Board of Trustees of the Trust (the "Board") appointing
Forum and authorizing the execution and delivery of this Agreement.
SECTION 2. DUTIES OF FORUM AND THE TRUST
(a) Subject to the direction and control of the Board, Forum shall
manage all aspects of the Trust's operations with respect to the Funds
except those that are the responsibility of the applicable investment
adviser or investment subadviser to a Fund or the Funds (collectively,
the "Adviser") or any other service provider hired by the Trust, all in
such manner and to such extent as may be authorized by the Board.
(b) With respect to the Trust or each Fund, as applicable, Forum shall:
(i) at the Trust's expense, provide the Trust with, or arrange for the
provision of, the services of persons competent to perform such legal,
administrative and clerical functions not otherwise described in this
Section 2(b) as are necessary to provide effective operation of the
Trust;
(ii) oversee (A) the preparation and maintenance by the Adviser and the
Trust's custodian, transfer agent, dividend disbursing agent and fund
accountant in such form, for such periods and in such locations as may
be required by applicable United States law, of all documents and
records relating to the operation of the Trust required to be prepared
or maintained by the Trust or its agents pursuant to applicable law;
(B) the reconciliation of account information and balances among the
Adviser and the Trust's custodian, transfer agent, dividend disbursing
agent and fund accountant; (C) the transmission of purchase and
redemption orders for Shares; (D) the notification to the Adviser of
available funds for investment; and (E) the performance of fund
accounting, including the calculation of the net asset value of the
Shares;
(iii) oversee the performance of administrative and professional
services rendered to the Trust by others, including its custodian,
transfer agent and dividend disbursing agent as well as legal,
auditing, shareholder servicing and other services performed for the
Funds;
(iv) with the oversight of the Fund's counsel:
(A) Based on information from the Fund's investment adviser,
transfer agent, fund accountant, custodian, and distributor,
prepare for filing the following documents required to be filed
by the Fund with the SEC ("SEC Filings") in either written or, if
required or permitted, electronic format (e.g., pursuant to
XXXXX): (1) periodic and other requested updates to the
Registration Statement on Form N-1A or N-2, (2) prospectuses for
the Fund, (3) Forms N-CSR and N-SAR and any required financial
data schedules, (4) Forms N-PX, (5) Forms 24F, (6) joint
insurance policy filings and (7) if requested and
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pursuant to mutually acceptable terms, proxy and information
statements and related communications to shareholders;
(B) Cause to be filed with the SEC all SEC Filings; provided that
items (iii)(A)(1), (2) and (7) shall have been approved by the
Fund and/or Fund counsel;
(C) Oversee the printing of SEC Filings that are intended to be
distributed to shareholders;
(D) Assist Fund counsel in preparing SEC exemptive order requests
and No-Action Letter requests.
(v) oversee the preparation and filing of the Trust's tax returns;
(vi) oversee the preparation of financial statements and related
reports to the Trust's shareholders, the SEC and state and other
securities administrators;
(vii) provide the Trust with adequate general office space and
facilities and provide persons suitable to the Board to serve as
officers of the Trust;
(viii) assist the Advisers in monitoring Fund holdings for compliance
with Prospectus investment restrictions and assist in preparation of
periodic compliance reports;
(ix) prepare, with the oversight of Trust counsel, and file and
maintain the Trust's Organic Documents and minutes of meetings of
Trustees, Board committees and shareholders;
(x) with the oversight of the Trust's counsel and with the cooperation
of the Advisers, the officers of the Trust and other relevant parties,
prepare and disseminate materials for meetings of the Board;
(xi) maintain the Trust's existence and good standing under applicable
state law;
(xii) monitor sales of Shares, ensure that the Shares are properly and
duly registered with the SEC and register, or prepare applicable
filings with respect to, the Shares with the various state and other
securities commissions;
(xiii) oversee the calculation of performance data for dissemination to
information services covering the investment company industry, for
sales literature of the Trust and other appropriate purposes;
(xiv) oversee the determination of the amount of and supervise the
declaration of dividends and other distributions to shareholders as
necessary to, among other things, maintain the qualification of each
Fund as a regulated investment company under the
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Internal Revenue Code of 1986, as amended (the "Code"), and prepare
and distribute to appropriate parties notices announcing the
declaration of dividends and other distributions to shareholders;
(xv) advise the Trust and the Board on matters concerning the Trust and
its affairs;
(xvi) calculate, review and account for Fund expenses and report on
Fund expenses on a periodic basis;
(xvii) authorize the payment of Trust expenses and pay, from Trust
assets, all bills of the Trust;
(xviii) prepare Fund budgets, pro-forma financial statements, expense
and profit/loss projections and fee waiver/expense reimbursement
projections on a periodic basis;
(xix) prepare financial statement expense information;
(xx) assist the Trust in the selection of other service providers, such
as independent accountants, law firms and proxy solicitors; and
(xx) perform such other recordkeeping, reporting and other tasks as may
be specified from time to time in the procedures adopted by the Board;
provided, that Forum need not begin performing any such task except
upon 65 days' notice and pursuant to mutually acceptable compensation
agreements.
(c) Forum shall provide such other services and assistance relating to
the affairs of the Trust as the Trust or an Adviser may, from time to time,
reasonably request pursuant to mutually acceptable compensation agreements.
(d) Forum shall maintain records relating to its services, such as
journals, ledger accounts and other records, as are required to be
maintained under the 1940 Act and Rule 31a-1 thereunder. The books and
records pertaining to the Trust that are in possession of Forum shall be
the property of the Trust. The Trust, or the Trust's authorized
representatives, shall have access to such books and records at all times
during Forum's normal business hours. Upon the reasonable request of the
Trust, copies of any such books and records shall be provided promptly by
Forum to the Trust or the Trust's authorized representatives. In the event
the Trust designates a successor that assumes any of Forum's obligations
hereunder, Forum shall, at the expense and direction of the Trust, transfer
to such successor all relevant books, records and other data established or
maintained by Forum under this Agreement.
(e) Nothing contained herein shall be construed to require Forum to
perform any service that could cause Forum to be deemed an investment
adviser for purposes of the 1940 Act or the Investment Advisers Act of
1940, as amended, or that could cause a Fund to act in contravention of the
Fund's Prospectus or any provision of the 1940 Act. Except as otherwise
specifically provided herein, the Trust assumes all responsibility for
ensuring that the Trust
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complies with all applicable requirements of the Securities Act, the 1940
Act and any laws, rules and regulations of governmental authorities with
jurisdiction over the Trust. All references to any law in this Agreement
shall be deemed to include reference to the applicable rules and
regulations promulgated under authority of the law and all official
interpretations of such law or rules or regulations.
(f) In order for Forum to perform the services required by this
Section 2, the Trust (i) shall cause all service providers to the Trust to
furnish any and all information to Forum, and assist Forum as may be
required and (ii) shall ensure that Forum has access to all records and
documents maintained by the Trust or any service provider to the Trust.
SECTION 3. STANDARD OF CARE AND RELIANCE
(a) Forum shall be under no duty to take any action except as
specifically set forth herein or as may be specifically agreed to by Forum
in writing. Forum shall use its best judgment and efforts in rendering the
services described in this Agreement. Forum shall not be liable to the
Trust or any of the Trust's shareholders for any action or inaction of
Forum relating to any event whatsoever in the absence of bad faith, willful
misfeasance or gross negligence in the performance of Forum's duties or
obligations under this Agreement or by reason of Forum's reckless disregard
of its duties and obligations under this Agreement.
(b) The Trust agrees to indemnify and hold harmless Forum, its
employees, agents, directors, officers and managers and any person who
controls Forum within the meaning of section 15 of the Securities Act or
section 20 of the Securities Exchange Act of 1934, as amended, ("Forum
Indemnitees") against and from any and all claims, demands, actions, suits,
judgments, liabilities, losses, damages, costs, charges, reasonable counsel
fees and other expenses of every nature and character arising out of or in
any way related to Forum's actions taken or failures to act with respect to
a Fund that are consistent with the standard of care set forth in Section
3(a) or based, if applicable, on good faith reliance upon an item described
in Section 3(d)(a "Claim"). The Trust shall not be required to indemnify
any Forum Indemnitee if, prior to confessing any Claim against the Forum
Indemnitee, Forum or the Forum Indemnitee does not give the Trust written
notice of and reasonable opportunity to defend against the claim in its own
name or in the name of the Forum Indemnitee.
(c) Forum agrees to indemnify and hold harmless the Trust, its
employees, agents, trustees and officers against and from any and all
claims, demands, actions, suits, judgments, liabilities, losses, damages,
costs, charges, reasonable counsel fees and other expenses of every nature
and character arising out of Forum's actions taken or failures to act with
respect to a Fund that are not consistent with the standard of care set
forth in Section 3(a). Forum shall not be required to indemnify the Trust
if, prior to confessing any Claim against the Trust, the Trust does not
give Forum written notice of and reasonable opportunity to defend against
the claim in its own name or in the name of the Trust.
(d) A Forum Indemnitee shall not be liable for any action taken or
failure to act in good faith reliance upon:
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(i) the advice of the Trust or of counsel, who may be counsel to the
Trust or counsel to Forum, and upon statements of accountants, brokers
and other persons reasonably believed in good faith by Forum to be
expert in the matters upon which they are consulted;
(ii) any oral instruction which it receives and which it reasonably
believes in good faith was transmitted by the person or persons
authorized by the Board to give such oral instruction. Forum shall have
no duty or obligation to make any inquiry or effort of certification of
such oral instruction;
(iii) any written instruction or certified copy of any resolution of
the Board, and Forum may rely upon the genuineness of any such document
or copy thereof reasonably believed in good faith by Forum to have been
validly executed; or
(iv) any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report, notice,
consent, order, or other document reasonably believed in good faith by
Forum to be genuine and to have been signed or presented by the Trust
or other proper party or parties;
and no Forum Indemnitee shall be under any duty or obligation to inquire into
the validity or invalidity or authority or lack thereof of any statement, oral
or written instruction, resolution, signature, request, letter of transmittal,
certificate, opinion of counsel, instrument, report, notice, consent, order, or
any other document or instrument which Forum reasonably believes in good faith
to be genuine.
(e) Forum shall not be liable for the errors of other service providers
to the Trust, including the errors of pricing services (other than to pursue all
reasonable claims against the pricing service based on the pricing services'
standard contracts entered into by Forum) and errors in information provided by
an investment adviser (including prices and pricing formulas and the untimely
transmission of trade information), custodian or transfer agent to the Trust.
SECTION 4. COMPENSATION AND EXPENSES
(a) In consideration of the administrative services provided by Forum
pursuant to this Agreement, the Trust shall pay Forum, with respect to each
Portfolio, the fees set forth in Appendix A hereto. These fees shall be accrued
by the Trust daily and shall be payable monthly in arrears on the first day of
each calendar month for services performed under this Agreement during the prior
calendar month. Reimbursement shall be payable monthly in arrears on the first
day of each calendar month for services performed under this Agreement during
the prior calendar month. Nothing in this Agreement shall require Forum to
provide any of the services listed in Appendix B, and each of those services may
be performed by an outside vendor if appropriate in the judgment of Forum or the
Trust.
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If fees begin to accrue in the middle of a month or if this Agreement
terminates before the end of any month, all fees for the period from that date
to the end of that month or from the beginning of that month to the date of
termination, as the case may be, shall be prorated according to the proportion
that the period bears to the full month in which the effectiveness or
termination occurs. Upon the termination of this Agreement with respect to a
Fund, the Trust shall pay to Forum such compensation as shall be payable prior
to the effective date of termination.
(b) Notwithstanding anything in this Agreement to the contrary, Forum
and its affiliated persons may receive compensation or reimbursement from the
Trust with respect to (i) the provision of services on behalf of the Funds in
accordance with any Plan or Service Plan, (ii) the provision of shareholder
support or other services, (iii) service as a trustee or officer of the Trust
and (iv) services to the Trust, which may include the types of services
described in this Agreement, with respect to the creation of any Fund and the
start-up of the Fund's operations.
(c) In connection with the services provided by Forum pursuant to this
Agreement, the Trust, on behalf of each Fund, agrees to reimburse Forum for the
expenses set forth in Appendix A hereto. In addition, the Trust, on behalf of
the applicable Fund, shall reimburse Forum for all expenses and employee time
(at 150% of salary) attributable to any review of the Trust's accounts and
records by the Trust's independent accountants or any regulatory body outside of
routine and normal periodic reviews.
(d) The Trust shall be responsible for and assumes the obligation for
payment of all of its expenses, including: (a) the fee payable under this
Agreement; (b) the fees payable to each Adviser under an agreement between the
Adviser and the Trust; (c) expenses of issue, repurchase and redemption of
Shares; (d) interest charges, taxes and brokerage fees and commissions; (e)
premiums of insurance for the Trust, its trustees and officers and fidelity bond
premiums; (f) fees, interest charges and expenses of third parties, including
the Trust's independent accountant, custodian, transfer agent, dividend
disbursing agent and fund accountant; (g) fees of pricing, interest, dividend,
credit and other reporting services; (h) costs of membership in trade
associations; (i) communications expenses; (j) funds transmission expenses; (k)
auditing, legal and compliance expenses; (l) costs of forming the Trust and
maintaining its existence; (m) costs of preparing, typesetting, filing and
printing the Trust's Prospectuses, subscription application forms and
shareholder reports and other communications and delivering them to existing
shareholders, whether of record or beneficial; (n) expenses of meetings of
shareholders and proxy solicitations therefore; (o) costs of maintaining books
of original entry for portfolio and fund accounting and other required books and
accounts, of calculating the net asset value of Shares and of preparing tax
returns; (p) costs of reproduction, stationery, supplies and postage and
delivery; (q) record storage, imaging, microfilm and microfiche, (r) fees and
expenses of the Trust's trustees; (s) compensation of the Trust's officers and
employees and costs of other personnel (who may be employees of the Adviser,
Forum or their respective affiliated persons) performing services for the Trust;
(t) costs of Board, Board committee, shareholder and other corporate meetings;
(u) SEC registration fees and related expenses; (v) state, territory or foreign
securities laws registration fees and related expenses; (w) all fees and
expenses paid by the Trust
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in accordance with any Plan or Service Plan or agreement related to similar
manners; and (x) travel requested by the Trust.
SECTION 5. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective as between Forum and the
Trust on the date first above written, and shall become effective with
respect to a Fund or a Class on the date that the Trust's Registration
Statement with respect to such Fund or Class becomes effective. Upon
effectiveness of this Agreement, it shall supersede all previous agreements
between the parties hereto covering the subject matter hereof insofar as
such Agreement may have been deemed to relate to the Trust or the Funds.
(b) This Agreement shall continue in effect until terminated, either
in its entirety or with respect to a Fund, as applicable; PROVIDED,
HOWEVER, that its continuance shall be specifically approved or ratified
with such frequency and in the manner required by applicable law.
(c) This Agreement may be terminated at any time, in its entirety or
with respect to a Fund, without the payment of any penalty:
(i) with or without cause, by either party on at least ninety [90]
days' written notice to the other party.
(ii) for cause, by the non breaching party on at least thirty (30)
days' written notice thereof to the other party, if the other party has
materially breached any of its obligations hereunder including, with
respect to Forum, the failure by Forum to act consistently with the
standard of care set forth in Section 3(a); PROVIDED, HOWEVER, that (A)
the termination notice shall describe the breach, and (B) no such
termination shall be effective if, with respect to any breach that is
capable of being cured prior to the date set forth in the termination
notice, the breaching party has cured such breach to the reasonable
satisfaction of the non-breaching party.
(d) Should the Trust exercise its right to terminate this Agreement,
the Trust shall reimburse Forum for Forum's costs associated with the
copying and movement of records and material to any successor person and
providing assistance to any successor person in the establishment of the
accounts and records necessary to carry out the successor's
responsibilities ("termination costs"); PROVIDED, HOWEVER, that,
notwithstanding anything herein to the contrary, the Trust shall have no
obligation to reimburse Forum for such expenses and employee time if the
Trust has terminated this Agreement pursuant to clause (ii) of subsection
(c) above. Forum and the Trust agree that to cover termination costs, Forum
shall receive an amount equal to the average monthly fees and expenses paid
to Forum under this Agreement for the six full months preceding such
termination.
(e) The provisions of Sections 3, 4, 5, 7 and 14 shall survive any
termination of this Agreement.
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(f) Except as otherwise provided in this Agreement, neither this
Agreement nor any rights or obligations under this Agreement may be
assigned by any party without the written consent of the other party. This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective permitted successors and assigns. Forum may, without
further consent on the part of the Trust, (i) assign this agreement to any
affiliate of Forum or (ii) subcontract for the performance hereof with any
entity, including an affiliate of Forum; PROVIDED HOWEVER, that Forum shall
be as fully responsible to the Trust for the acts and omissions of any
subcontractor as Forum is for its own acts and omissions.
SECTION 6. ADDITIONAL FUNDS AND CLASSES
In the event that the Trust establishes one or more series of Shares or
one or more classes of Shares after the effectiveness of this Agreement, such
series of Shares or classes of Shares, as the case may be, shall become Funds
and Classes under this Agreement. Forum or the Trust may elect not to make any
such series or classes subject to this Agreement.
SECTION 7. CONFIDENTIALITY. Forum agrees to treat all records and other
information related to the Trust as proprietary information of the Trust and, on
behalf of itself and its employees, to keep confidential all such information,
except that Forum may
(a) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the SEC;
(b) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
SECTION 8. FORCE MAJEURE
Forum shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control
including, without limitation, acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdowns, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply. In addition, to the extent
Forum's obligations hereunder are to oversee or monitor the activities of third
parties, Forum shall not be liable for any failure or delay in the performance
of Forum's duties caused, directly or indirectly, by the failure or delay of
such third parties in performing their respective duties or cooperating
reasonably and in a timely manner with Forum.
SECTION 9. ACTIVITIES OF FORUM
(a) Except to the extent necessary to perform Forum's obligations under
this Agreement, nothing herein shall be deemed to limit or restrict Forum's
right, or the right of any of Forum's managers, officers or employees who also
may be a trustee, officer or employee of
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the Trust, or persons who are otherwise affiliated persons of the Trust to
engage in any other business or to devote time and attention to the management
or other aspects of any other business, whether of a similar or dissimilar
nature, or to render services of any kind to any other corporation, trust, firm,
individual or association.
(b) Forum may subcontract any or all of its responsibilities pursuant
to this Agreement to one or more corporations, trusts, firms, individuals or
associations, which may be affiliated persons of Forum, who agree to comply with
the terms of this Agreement; provided, that any such subcontracting shall not
relieve Forum of its responsibilities hereunder. Forum may pay those persons for
their services, but no such payment will increase Forum's compensation from the
Trust.
SECTION 10. COOPERATION WITH INDEPENDENT ACCOUNTANTS
Forum shall cooperate, if applicable, with each Fund's independent
public accountants and shall take reasonable action to make all necessary
information available to the accountants for the performance of the accountants'
duties.
SECTION 11. SERVICE DAYS
Nothing contained in this Agreement is intended to or shall require
Forum, in any capacity under this Agreement, to perform any functions or duties
on any day other than a business day of the Trust or of a Fund. Functions or
duties normally scheduled to be performed on any day which is not a business day
of the Trust or of a Fund shall be performed on, and as of, the next business
day, unless otherwise required by law.
SECTION 12. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The trustees of the Trust and the shareholders of each Fund shall not
be liable for any obligations of the Trust or of the Funds under this Agreement,
and Forum agrees that, in asserting any rights or claims under this Agreement,
it shall look only to the assets and property of the Trust or the Fund to which
Forum's rights or claims relate in settlement of such rights or claims, and not
to the trustees of the Trust or the shareholders of the Funds.
SECTION 13. COMPLIANCE SERVICES
Forum agrees to pay for the benefit of the Trust all scheduled fees and
expenses authorized under Section 5 of the Compliance Services Agreement dated
October 1, 2004 by and between the Trust and Forum Fund Services, LLC ("FFS")
(the "CSA") with respect to compliance services as set forth in Appendix A to
the CSA; PROVIDED, HOWEVER, that (i) Forum shall not be responsible for any fees
or expenses pursuant to any amendments to the CSA except upon written agreement
of Forum; (ii) Forum shall not be responsible for any obligation by the Trust to
pay any costs or expenses arising out of the Trust's obligation to indemnify FFS
or any alleged or actual breach by the Trust of the CSA; and (iii) Forum may
terminate its obligation to make such payments upon sixty (60) days' written
notice to the Trust and FFS.
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SECTION 14. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement.
(b) Except for Appendix A to add new Funds and Classes in accordance
with Section 6, no provisions of this Agreement may be amended or modified in
any manner except by a written agreement properly authorized and executed by
both parties hereto.
(c) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number
of counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(f) 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.
(g) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the
parties at their respective principal places of business, or at such other
address as a party may have designated in writing, shall be deemed to have been
properly given.
(i) Notwithstanding any other provision of this Agreement, the parties
agree that the assets and liabilities of each Fund of the Trust are separate and
distinct from the assets and liabilities of each other Fund and that no Fund
shall be liable or shall be charged for any debt, obligation or liability of any
other Fund, whether arising under this Agreement or otherwise.
(j) No affiliated person, employee, agent, director, officer or manager
of Forum shall be liable at law or in equity for Forum's obligations under this
Agreement.
(k) Each of the undersigned warrants and represents that they have full
power and authority to sign this Agreement on behalf of the party indicated and
that their signature will bind the party indicated to the terms hereof and each
party hereto warrants and represents that this Agreement, when executed and
delivered, will constitute a legal, valid and binding obligation of
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the party, enforceable against the party in accordance with its terms, subject
to bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
(l) Notwithstanding any provision of this Agreement to the contrary,
Forum shall not be obligated to cause legal services to be provided to any
Company or any Fund, including through the use of attorneys that are employees
of Forum.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
FORUM FUNDS
By: /S/ XXXXX X. XXXXXXXXX
--------------------------
Xxxxx X. Xxxxxxxxx
President
FORUM ADMINISTRATIVE SERVICES, LLC
By: /S/ XXXXXXX X. XXXXXXX
--------------------------
Xxxxxxx X. Xxxxxxx
Director
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FORUM FUNDS
ADMINISTRATION AGREEMENT
APPENDIX A
AS OF SEPTEMBER 30, 2004
A. FUNDS, CLASSES AND FEES
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FUND/SHARE CLASS FEES
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Xxxxx Xxxxxxxx Small-Cap Growth Fund o $2,000 per month plus
o 0.10% on Fund assets
o Subject to a monthly minimum of $3,333.33
($2,750 for the first 12 months)
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Austin Global Equity Fund o 0.25%
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Xxxxxx Focus Fund o $3,000 per month plus
Investor Shares o 0.10% on first $100 million in fund assets
A Shares o 0.05% on fund assets over $100 million
C Shares
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Xxxxx Advisory Intermediate Bond Fund o 0.09% if the combined assets of all funds
Institutional Shares is less than $50 million times the number of
A Shares funds
Xxxxx Advisory Maryland Bond Fund o 0.065% of remaining assets
Institutional Shares o Subject to a $40,000 annual minimum per
Xxxxx Advisory Value Equity Fund fund
Institutional Shares
Xxxxx Advisory Growth Equity Fund
Institutional Shares
Xxxxx Advisory Small-Cap Value Fund
Xxxxx Advisory Small-Cap Growth Fund
Institutional Shares
A Shares
Xxxxx Advisory International Fund
Institutional Shares
Xxxxx Advisory Real Estate Fund
Institutional Shares
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XX Xxxx Premier Growth Fund o $2,000/month
o 0.10%
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--------------------------------------------------------------- ----------------------------------------------------
FUND/SHARE CLASS FEES
--------------------------------------------------------------- ----------------------------------------------------
--------------------------------------------------------------- ----------------------------------------------------
Fountainhead Special Value Fund o 0.10% of the first $100 million
o 0.05% of the remaining assets
o Subject to a $40,000 annual minimum
--------------------------------------------------------------- ----------------------------------------------------
--------------------------------------------------------------- ----------------------------------------------------
Jordan Opportunity Fund o $2,000 per month plus 0.10% on first $100
million in fund assets
o 0.05% on fund assets over $100 million
--------------------------------------------------------------- ----------------------------------------------------
--------------------------------------------------------------- ----------------------------------------------------
ICRM Small Cap Growth Fund o $1,800 per month plus 0.09% on first $100
million in fund assets
o 0.045% on fund assets over $100 million
--------------------------------------------------------------- ----------------------------------------------------
--------------------------------------------------------------- ----------------------------------------------------
Investors Bond Fund o 0.10%
TaxSaver Bond Fund
--------------------------------------------------------------- ----------------------------------------------------
--------------------------------------------------------------- ----------------------------------------------------
Xxxxxxxxxxxx Growth Value Fund o 0.15% of the first $100 million
o 0.10% of remaining assets
o Subject to a $25,000 annual minimum
--------------------------------------------------------------- ----------------------------------------------------
--------------------------------------------------------------- ----------------------------------------------------
Payson Total Return Fund o 0.20%
Payson Value Fund
--------------------------------------------------------------- ----------------------------------------------------
--------------------------------------------------------------- ----------------------------------------------------
Polaris Global Value Fund o 0.10% of the first $150 million
o 0.05% of remaining assets
o Subject to a $40,000 annual minimum
--------------------------------------------------------------- ----------------------------------------------------
--------------------------------------------------------------- ----------------------------------------------------
Shaker Fund o $2,000/month
Intermediary Shares o 0.10%
A Shares
B Shares
C Shares
--------------------------------------------------------------- ----------------------------------------------------
--------------------------------------------------------------- ----------------------------------------------------
Xxxxxxx Xxxxx Growth Fund o $2,000/month
o 0.10%
--------------------------------------------------------------- ----------------------------------------------------
Note 1. All percentage-based fees are calculated based on the percentage of
annual average daily net assets.
B. OUT-OF-POCKET AND RELATED EXPENSES
The Trust, on behalf of the applicable Fund, shall reimburse Forum for all
out-of-pocket and ancillary expenses in providing the services described in this
Agreement, including but not limited to the cost of (or appropriate share of the
cost of):
(i) regulatory filing fees
(ii) industry data source fees
(iii) internal controls (SAS 70) review and/or audits
(iv) communications
-A2-
(v) postage and delivery services
(vi) record storage and retention (imaging, microfilm and shareholder record
storage)
(vii) reproduction (viii) travel requested by the Trust.
Any other expenses incurred by Forum with respect to compliance by the Trust
with any new laws or regulations that come into effect after the date of the
Agreement, or incurred by Forum at the request or with the consent of the Trust,
will be reimbursed by the Trust on behalf of the applicable Fund.
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