Distribution Agreement
THIS DISTRIBUTION AGREEMENT (“Agreement”), effective as
of the closing of the Transaction (as defined below) (the “Closing Date”), is by and between Foreside Fund Services, LLC
(the “Distributor”) and FORUM FUNDS (the “Fund Company”).
WHEREAS, a majority of the interests of Foreside Financial Group,
LLC, the indirect parent of the Distributor are being sold to GC Mountaintop Acquisition Corp., an affiliate of Genstar
Capital (the “Transaction”).
Effective as of the Closing Date, the Fund Company, on behalf of each
series thereof (each a “Fund” and collectively, the “Funds”), and the Distributor hereby enter into this
Agreement on terms identical to those of the Distribution Agreement between the parties effective as of May 31, 2017 as
amended (the “Existing Agreement”), which are incorporated herein by reference, except as noted below. Capitalized
terms used herein without definition have the meanings given them in the Existing Agreement.
Unless sooner terminated as provided herein, this Agreement shall
continue for an initial oneyear term and thereafter shall be renewed for successive one-year terms, provided such continuance is
specifically approved at least annually by (i) the Funds’ board of trustees/directors or (ii) by a vote of a majority (as
defined in the Investment Company Act of 1940 Act, as amended (“1940 Act”) and Rule 18f-2 thereunder) of the outstanding
voting securities of the Funds, provided that in either event the continuance is also approved by a majority of the
trustees/directors who are not parties to this Agreement and who are not interested persons (as defined in the 0000 Xxx) of any
party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is
terminable without penalty, on at least sixty (60) days’ written notice, by the Funds’ board of trustees/directors, by
vote of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities of the Funds, or by
Distributor. This Agreement may be terminated with respect to one or more Funds, or with respect to the entire Fund Company.
This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act and the rules
thereunder).
IN WITNESS WHEREOF, the parties hereto have caused this Distribution Agreement to be executed as of the Closing Date.
| FORESIDE FUND SERVICES, LLC | FORUM FUNDS | |||
| By: | /s/ Xxxx Xxxxxxxxx | By: | /s/ Xxxxxxx Xxxxx | |
| Xxxx Xxxxxxxxx, Vice President | Name: | Xxxxxxx Xxxxx | ||
| Title: | President | |||
