Exhibit 8(a)
FORUM FUNDS
TRANSFER AGENCY AGREEMENT
AGREEMENT made this 18th day of December, 1995, between Forum Funds (the
"Fund"), and Forum Financial Corp., ("Forum") each a corporation organized under
the laws of the State of Delaware.
WHEREAS, Forum has agreed to act as Transfer Agent for the purpose of
recording the transfer, issuance and redemption of Shares of the Fund,
transferring the Shares of the Fund, disbursing dividends and other
distributions to Shareholders, filing various tax forms, mailing shareholder
information and receiving and responding to various shareholder inquiries;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the parties do hereby agree as follows:
SECTION 1. The Fund hereby appoints Forum as its Transfer Agent for each
Series and Forum agrees to act in such capacity upon the terms set forth in this
Agreement.
SECTION 2. The Fund shall furnish to Forum a supply of blank Share
Certificates of each Series and, from time to time, will renew such supply upon
Forum's request. Blank Share Certificates shall be signed manually or by
facsimile signatures of officers of the Fund authorized to sign by law or the
by-laws of the Fund and, if required by Forum shall bear the Fund's seal or a
facsimile thereof.
SECTION 3. Forum shall make original issues of Shares of each Series in
accordance with SECTIONS 13 and 14 below and the Fund's then current prospectus
covering each such Series (the "Prospectus"), upon receipt of (i) Written
Instructions requesting the issuance, (ii) a certified copy of a resolution of
the Fund's Board of Trustees authorizing the issuance, (iii) necessary funds for
the payment of any original issue tax applicable to such Shares, and (iv) an
opinion of the Fund's counsel as to the legality and validity of the issuance,
which opinion may provide that it is contingent upon the filing by the Fund of
an appropriate notice with the Securities and Exchange Commission, as required
by Rule 24f-2 of the Investment Company Act of 1940, as amended from time to
time. If the opinion described in (iv) above is contingent upon a filing under
such rule, the Fund shall fully indemnify Forum for any liability arising from
the failure of the Fund to comply with such rule.
SECTION 4. Transfers of Shares of each Series shall be registered and,
subject to the provisions of SECTION 1 0, new Share Certificates shall be issued
by Forum upon surrender of outstanding Share Certificates in the form deemed by
Forum to be properly endorsed for transfer, which form shall include (i) all
necessary endorsers' signatures guaranteed by a member firm of a national
securities exchange or a domestic commercial bank, (ii) such assurances as Forum
may deem necessary to evidence the genuineness and effectiveness of each
endorsement and (iii) satisfactory evidence of compliance with all applicable
laws relating to the payment or collection of taxes.
SECTION 5. Forum shall forward Share Certificates in "non-negotiable" form
by first-class or registered mail, or by whatever means Forum deems equally
reliable and expeditious. While in transit to the addressee, all deliveries of
Share Certificates shall be insured by Forum as it deems appropriate. Forum
shall not mail Share Certificates in "negotiable" form, unless requested in
writing by the Fund and fully indemnified by the Fund to Forum's satisfaction.
SECTION 6. In registering transfers of Shares of each Series, Forum may
rely upon the Uniform Commercial Code as in effect in the State of Maryland, or
any other statutes that, in the opinion of Corporation's counsel, protect Forum
and the Fund from liability arising from (i) not requiring complete
documentation, (ii) registering a transfer without an adverse claim inquiry,
(iii) delaying registration for purposes of such inquiry or (iv) refusing
registration whenever an adverse claim requires such refusal.
SECTION 7. Forum may issue new Share Certificates in place of those lost,
destroyed or stolen, upon receiving indemnity satisfactory to Forum, and may
issue new Share Certificates in exchange for, and upon surrender of, mutilated
Share Certificates as Forum deems appropriate.
SECTION 8. Unless otherwise directed by the Fund, Forum may issue or
register Share Certificates reflecting the signature, or facsimile thereof, of
an officer who has died, resigned or been removed by the Fund. The Fund shall
file promptly with Forum approval, adoption or ratification of such action as
may be required by law or by Forum.
SECTION 9. Forum shall maintain customary stock registry records for each
Series in the Fund, noting the issuance, transfer or redemption of Shares and
the issuance and transfer of Share Certificates. Forum may also maintain for
each Series an account entitled "Unissued Certificate Account," in which it will
record the Shares, and fractions thereof, issued and outstanding from time to
time for which issuance of Share Certificates has not been requested. Forum is
authorized to keep records for each Series, containing the names and addresses
of record of Shareholders, and the number of Shares, and fractions thereof, from
time to time owned by them for which no Share Certificates are outstanding. Each
Shareholder will be assigned a single account number for each Series, even
though Shares for which Certificates have been issued will be accounted for
separately.
SECTION 10. Forum shall issue Share Certificates for Shares of each Series
only upon receipt of a written request from a Shareholder. If Shares are
purchased without such request, Forum shall merely note on its stock registry
records the issuance of the Shares and fractions thereof and credit the Unissued
Certificate Account and the respective Shareholders' accounts with the Shares.
Whenever Shares, and fractions thereof, owned by Shareholders are surrendered
for redemption, Forum may process the transactions by making appropriate entries
in the stock transfer records, and debiting the Unissued Certificate Account (if
appropriate) and the record of issued Shares outstanding; it shall be
unnecessary for Forum to reissue Share Certificates in the name of the Fund.
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SECTION 11. Forum shall also perform the usual duties and function
required of a stock transfer agent for a corporation, including but not limited
to (i) issuing Share Certificates as treasury shares, as directed by Written
Instructions, and (ii) transferring Share Certificates from one Shareholder to
another in the usual manner. Forum may rely conclusively and act without
further investigation upon any list, instruction, certification, authorization,
Share Certificate or other instrument or paper reasonably believed by it in good
faith to be genuine and unaltered, and to have been signed, countersigned or
executed or authorized by a duly authorized person or persons, or by the Fund,
or upon the advice of counsel for the Fund or for Forum. Forum may record any
transfer of Share Certificates which it reasonably believes in good faith to
have been duly authorized, or may refuse to record any transfer of Share
Certificates if, in good faith, it deems such refusal necessary in order to
avoid any liability on the part of either the Fund or Forum. The Fund agrees to
indemnify and hold harmless Forum from and against any and all losses, costs,
claims, and liability that it may suffer or incur by reason of such good faith
reliance, action or failure to act.
SECTION 12. Forum shall notify the Fund of any request or demand for the
inspection of the Fund's share records. Forum shall abide by the Fund's
instructions for granting or denying the inspection; provided, however, Forum
may grant the inspection without such instructions if it is advised by its
counsel that failure to do so will result in liability to Forum.
SECTION 13. For purposes of this Section, the Fund hereby instructs Forum
to consider Shareholder payments as Federal funds no later than on the day
indicated below:
(a) for a wire received from a Shareholder or a Processing Organization
prior to 4:00 p.m., Eastern time on any day other than a Saturday or Sunday, New
Year's Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, Christmas Day, Xxxxxx Xxxxxx Xxxx Day, Veterans Day,
Columbus Day, or any day Forum is closed in observance of any of these holidays
(a "business day"), on the same business day;
(b) for a wire received from a Shareholder or a Processing Organization
after 4:00 p.m., Eastern time on a business day, on the next business day;
(c) for a check drawn on a member bank of the Federal Reserve System and
received prior to 12:00 noon, Eastern time on a business day, on the second
business day following receipt;
(d) for a check drawn on a member bank of the Federal Reserve System and
received on or after 12:00 noon, Eastern time on a business day, on the third
business day following receipt; and
(e) for a check drawn on a financial institution that is not a member of
the Federal Reserve System, at such time as Forum actually receives Federal
funds in respect of that check.
As soon as possible after 4:00 p.m., Eastern time or such other time as the
Fund may specify for any Series (the "Valuation Time") on each business day
Forum shall obtain from the
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Fund's Manager a quotation (on which it may conclusively rely) of the net asset
value, determined as of the Valuation Time on that day. On each business day
Forum shall use the net asset value determined by the Fund's Manager to compute
the number of Shares and fractional Shares to be purchased and the aggregate
purchase proceeds to be deposited with the Custodian.
SECTION 14. Having made the calculations required by SECTION 13, Forum
shall upon receipt of Federal funds pay the Custodian the aggregate net asset
value of Shares of each Series purchased. The aggregate number of Shares and
fractional Shares purchased shall then be issued daily and credited by Forum to
the Unissued Certificate Account (if appropriate) and the individual account of
the Shareholder. Forum shall also credit each Shareholder's separate account
with the number of Shares purchased by such Shareholder. Forum shall promptly
thereafter mail written confirmation of the purchase to each Shareholder and to
the Fund if requested. Each confirmation shall indicate the prior Share
balance, the new Share balance, the Shares for which Stock Certificates are
outstanding (if any), the amount invested and the price paid for the newly-
purchased Shares.
SECTION 15. Prior to the Valuation Time on each business day, as specified
in accordance with SECTION 13 above, Forum shall process all requests to redeem
Shares of each Series in accordance with SECTION 10, and shall advise the
Custodian of (i) the total number of Shares of each Series available for
redemption and (ii) the number of Shares and fractional Shares requested to be
redeemed. Upon confirmation of the net asset value by the Fund's Manager, Forum
shall notify the Fund and the Custodian of the redemption, apply the redemption
proceeds in accordance with SECTION 16 and the Fund's Prospectus, record the
redemption in the stock registry books, and debit the redeemed Shares from the
Unissued Certificate Account (if appropriate) and the individual account of the
Shareholder.
In lieu of carrying out the redemption procedures described in the
preceding paragraph, Forum may, at the request of the Fund, sell Shares of each
Series to the Fund as repurchases from Shareholders, provided that the sale
price is not less than the applicable redemption price. The redemption
procedures shall then be appropriately modified.
SECTION 16. The proceeds of redemption shall be remitted by Forum in
accordance with the Prospectus as follows:
(a) By check mailed to the Shareholder at his address of record. Unless a
Shareholder shall have authorized telephone redemptions or other forms of
redemption remitted by the Prospectus, the redemption request and Share
Certificates, if any, for Shares being redeemed must reflect a guarantee of the
owner's signature by a domestic commercial bank or trust company or a member
firm of a national securities exchange. The Fund may authorize Forum in writing
to waive the signature guarantee for any specific transaction or classes of
transactions;
(b) by transmitting the appropriate amount in Federal funds in accordance
with Forum's agreement with any Shareholder that is a Processing Organization;
or
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(c) by other procedures commonly followed by mutual funds, as set forth in
the Prospectus and in a Written Instruction from the Fund and mutually agreed
upon by the Fund and Forum.
For purposes of redemption of shares of any Series that have been purchased
by check within fifteen (15) days prior to receipt of the redemption request,
the Fund shall provide Forum with Written Instructions concerning the time
within which such requests may be honored.
The authority of Forum to perform its responsibilities under SECTIONS 15
and 16 shall be suspended if Forum receives notice of the suspension of the
determination of the Fund's net asset value.
SECTION 17. Upon the declaration of each dividend and each capital gain
distribution by the Fund's Board of Trustees, the Fund shall notify Forum of the
date of such declaration, the amount payable per Share, the record date for
determining the Shareholders entitled to payment, the payment and the
reinvestment date price.
SECTION 18. On or before each payment date the Fund will transfer, or
cause the Custodian to transfer, to Forum the total amount of the dividend or
distribution currently payable, subject to such netting arrangements as may be
agreed to between the Fund and the Custodian. Forum will, on the designated
payment date, reinvest all dividends in additional Shares and, to the extent
provided by the Prospectus covering the Shares, mail to each Shareholder at his
address of record, a statement showing the number of full and fractional Shares
(rounded to three decimal places) then owned by the Shareholder and the net
asset value of such Shares, or transmit such information to each Shareholder
that is a Processing Organization in accordance with its arrangement with Forum;
provided, however, that if a Shareholder elects to receive dividends in cash,
Forum shall prepare a check in the appropriate amount and mail it to him at his
address of record within five (5) business days after the designated payment
date, or in the case of a Shareholder that is a Processing Organization,
transmit the appropriate amount in Federal funds in accordance with the
Processing Organization's agreement with Forum.
SECTION 19. Forum shall maintain records regarding the issuance and
redemption of Shares of each Series and dividend reinvestments. Such records
will list the transactions effected for each Shareholder and the number of
Shares and fractional Shares owned by each for which no Share Certificates are
outstanding. Forum agrees to make available upon request and to preserve for
the periods prescribed in Rule 31a-2 adopted pursuant to the Investment Company
Act of 1940 any records related to services provided under this Agreement and
required to be maintained by Rule 31a-1 of such Act.
SECTION 20. Forum shall maintain those records necessary to enable the
Fund to file, in a timely manner, form N-SAR (Semi-Annual Report) or any
successor monthly, quarterly or annual report required by the Investment Company
Act of 1940, or rules and regulations thereunder.
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SECTION 21. Forum shall cooperate with the Fund's independent public
accountants and shall take reasonable action to make all necessary information
available to such accountants for the performance of their duties.
SECTION 22. In addition to the services described above, Forum will
perform other services for the Fund as mutually agreed upon in writing from time
to time, including but not limited to preparing and filing Federal tax forms
with the Internal Revenue Service, and, subject to supervisory oversight by the
Fund's manager and distributor, mailing Federal tax information to Shareholders,
mailing semi-annual Shareholder reports, preparing the annual list of
Shareholders, mailing notices of Shareholders' meetings, proxies and proxy
statements and tabulating proxies. Forum shall answer the inquiries of certain
Shareholders related to their share accounts and other correspondence requiring
an answer from the Fund. Forum shall maintain dated copies of written
communications from Shareholders, and replies thereto.
SECTION 23. Nothing contained in this Agreement is intended to or shall
require Forum, in any capacity hereunder, to perform any functions or duties on
any day other than a business day (as defined in SECTION 13 (a)). Functions or
duties normally scheduled to be performed on any day which is not a business day
shall be performed on, and as of, the next business day, unless otherwise
required by law.
SECTION 24. The Fund agrees to pay to Forum compensation for its services
as set forth in Schedule A attached hereto, or as shall be set forth in written
amendments to such Schedule approved by the Fund and Forum from time to time.
Forum shall be reimbursed for its ancillary costs incurred in providing any
services hereunder, including the cost of (or appropriate share of the cost of)
(i) any and all forms and stationery used or specially prepared for the purpose,
(ii) postage, (iii) telephone services, (iv) bank fees, (v) electronic or
facsimile transmission (vi) errors and omissions and other liability insurance
policy premiums of the Transfer Agent and (vii) any items the Fund is
responsible for as described in the Fund's agreements with the Fund's Manager.
The Fund shall reimburse Forum for all expenses and employee time attributable
to any review of the Fund's accounts and records by the Fund's independent
public accountants or any regulatory body outside of routine and normal periodic
reviews and for all expenses for services in connection with Forum's activities
in effecting any termination of this Agreement (except the termination of Forum
for cause), including expenses incurred by Forum to deliver the property of the
Fund in the possession of Forum to the Fund or other persons.
SECTION 25. Forum shall not be liable for any taxes, assessments or
governmental charges that may be levied or assessed on any basis whatsoever in
connection with the Fund or any Shareholder, excluding taxes assessed against
Forum for compensation received by it hereunder.
SECTION 26. Forum shall not be liable for any non-negligent action taken
in good faith and reasonably believed by Forum to be within the powers conferred
upon it by this Agreement. The Fund shall indemnify Forum and hold it harmless
from and against any and all losses,
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claims, damages, liabilities or expenses (including reasonable expenses for
legal counsel) arising directly or indirectly out of or in connection with this
Agreement; provided such loss, claim, damage, liability or expense is not the
direct result of Forum's negligence or willful misconduct, and provided further
that Forum shall give the Fund notice and reasonable opportunity to defend any
such loss, claim, etc. in the name of the Fund or Forum, or both. Without
limiting the foregoing:
(a) Forum may rely upon the advice of the Fund or counsel to the Fund or
Forum, and upon statements of accountants, brokers and other persons believed by
Forum in good faith to be expert in the matters upon which they are consulted.
Forum shall not be liable for any action taken in good faith reliance upon such
advice or statements;
(b) Forum shall not be liable for any action reasonably taken in good
faith reliance upon any Written Instructions or certified copy of any resolution
of the Fund's Board of Trustees; provided, however, that upon receipt of a
Written Instruction countermanding a prior Instruction that has not been fully
executed by Forum, Forum shall verify the content of the second Instruction and
honor it, to the extent possible. Forum may rely upon the genuineness of any
such document, or copy thereof, reasonably believed by Forum in good faith to
have been validly executed;
(c) Forum may rely, and shall be protected by the Fund in acting, upon any
signature, instruction, request, letter of transmittal, certificate, opinion of
counsel, statement, instrument, report, notice, consent, order, or other paper
or document reasonably believed by it in good faith to be genuine and to have
been signed or presented by the purchaser, Fund or other proper party or
parties; and
(d) Forum may, with the consent of the Fund, subcontract the performance
of all, or any portion of, the services to be provided hereunder with respect to
any Shareholder or group of Shareholders to any Processing Organization or agent
of Forum and may reimburse any such Processing Organization or agent for the
services it performs; provided that no such reimbursement will increase the
amount payable by the Fund pursuant to this Agreement.
SECTION 27. Upon receipt of Written Instructions, Forum is authorized to
make payment upon redemption of Shares without a signature guarantee, and the
Fund hereby agrees to indemnify and hold Forum harmless from any and all
expenses, damages, claims, suits, liabilities, actions, demands or losses
whatsoever arising out of or in connection with such payment if made in
accordance with such Written Instructions. Upon the request of Forum, the Fund
shall assume the entire defense of any such action, suit or claim. Forum shall
notify the Fund in a timely manner of any such action, suit or claim.
SECTION 28. The Fund shall deliver or cause to be delivered over to Forum
(i) an accurate list of Shareholders of the Fund, showing each Shareholder's
address of record, number of Shares owned and whether such Shares are
represented by outstanding Share Certificates or by noncertificated Share
accounts and (ii) all Shareholder records, files, and other materials necessary
or appropriate for proper performance of the functions assumed by the under this
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Agreement (collectively referred to as the "Materials"). The Fund shall
indemnify and hold Forum harmless from any and all expenses, damages, claims,
suits, liabilities, actions, demands and losses arising out of or in connection
with any error, omission, inaccuracy or other deficiency of such Materials, or
out of the failure of the Fund to provide any portion of the Materials or to
provide any information in the Fund's possession needed by Forum to
knowledgeably perform its functions. SECTION 29. Forum shall, at all times, act
in good faith and shall use whatever methods it deems appropriate to ensure the
accuracy of all services performed under this Agreement. Forum shall be liable
only for loss or damage due to errors caused by Forum's negligence, bad faith or
willful misconduct or that of its employees.
SECTION 30. This Agreement may be amended from time to time by a written
supplemental agreement executed by the Fund and Forum and without notice to or
approval of the Shareholders; provided this Agreement may not be amended in any
manner which would substantially increase the Fund's obligations hereunder
unless the amendment is first approved by the Fund's Board of Trustees,
including a majority of the Trustees who are not a party to this Agreement or
interested persons of any such party, at a meeting called for such purpose. The
parties hereto may adopt procedures as may be appropriate or practical under the
circumstances, and Forum may conclusively rely on the determination of the Fund
that any procedure that has been approved by the Fund does not conflict with or
violate any requirement of its Articles of Incorporation, By-Laws or Prospectus,
or any rule, regulation or requirement of any regulatory body.
SECTION 31. The Fund shall file with Forum a certified copy of the
operative resolution of its Board of Trustees authorizing the execution of
Written Instructions or the transmittal of Oral Instructions.
SECTION 32. The terms, as defined in this Section, whenever used in this
Agreement or in any amendment or supplement hereto, shall have the meanings
specified below, insofar as the context will allow.
(a) The Fund: The term Fund shall mean Forum Funds as defined in the
preamble of this Agreement.
(b) Custodian; Custodian Agreement: The term Custodian shall mean The
First National Bank of Boston, or any successor or other custodian acting as
such for any Series of the Fund. The term Custodian Agreement shall mean the
agreement or agreements between the Fund and the Custodian or Custodians
providing for custodial services to the Fund.
(c) Series: The term Series shall mean any series that the Fund and Forum
agree shall be the subject of this Agreement.
(d) Securities: The term Securities shall mean bonds, debentures, notes,
stocks, shares, evidences of indebtedness, and other securities and investments
from time to time owned by the Fund.
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(e) Share Certificates: The term Share Certificates shall mean the stock
certificates for the Shares of the Fund.
(f) Shareholders: The term Shareholders shall mean the registered owners
from time to time of the Shares of the Fund, as reflected on the stock registry
records of the Fund.
(g) Shares: The term Shares shall mean the issued and outstanding shares
of common stock of the Fund.
(h) Oral Instructions: The term Oral Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to Forum in person or by telephone, vocal telegram or other
electronic means, by a person or persons reasonably believed in good faith by
Forum to be a person or persons authorized by a resolution of the Board of
Trustees of the Fund to give Oral Instructions on behalf of the Fund. Each Oral
Instruction shall specify whether it is applicable to the entire Fund or a
specific Series of the Fund.
(i) Written Instructions: The term Written Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to Forum in original writing containing original signatures, or
a copy of such document transmitted by telecopy, including transmission of such
signature, or other mechanical or documentary means, at the request of a person
or persons reasonably believed in good faith by Forum to be a person or persons
authorized by a resolution of the Board of Trustees of the Fund to give Written
Instructions on behalf of the Fund. Each Written Instruction shall specify
whether it is applicable to the entire Fund or a specific Series of the Fund.
(j) Processing Organization: The term ProcessingOrganization shall mean a
financial institution that Forum has determined is capable of maintaining
automated data exchange arrangements with Forum and has entered into an
agreement with Forum in a form acceptable to Forum and approved by the Fund.
(k) Fund's Manager: The term Fund's Manager shall mean Forum Financial
Services, Inc. or any successor thereto who acts as the manager of the Fund and
the distributor of its shares.
SECTION 33. In the event that any check or other order for the payment of
money is returned unpaid for any reason, Forum shall promptly notify the Fund of
the non-payment.
SECTION 34. Either party may give sixty (60) days written notice to the
other of the termination of this Agreement, such termination to take effect at
the time specified in the notice. Upon notice of termination, the Fund shall
use its best efforts to obtain a successor transfer agent. If a successor
transfer agent is not appointed within ninety (90) days after the date of the
notice of termination, the Board of Trustees of the Fund shall, by resolution,
designate the Fund as its own transfer agent. Upon receipt of written notice
from the Fund of the appointment of the successor transfer agent and upon
receipt of Oral or Written Instructions Forum shall, upon
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request of the Fund and the successor transfer agent and upon payment of Forum's
reasonable charges and disbursements, promptly transfer to the successor
transfer agent the original or copies of all books and records maintained by
Forum hereunder and cooperate with, and provide reasonable assistance to, the
successor transfer agent in the establishment of the books and records necessary
to carry out its responsibilities hereunder.
SECTION 35. Any notice or other communication required by or permitted to
be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by first-class mail, postage prepaid, to the
respective parties. Notice to the Fund shall be given as follows until further
notice:
Forum Funds
Two Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
Notice to Forum shall be given as follows until further notice:
Forum Financial Corp.
Two Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
SECTION 36. The Fund represents and warrants to Forum that the execution
and delivery of this Agreement by the undersigned officer of the Fund has been
duly and validly authorized by resolution of the Fund's Board of Trustees.
Forum represents and warrants to the Fund that the execution and delivery of
this Agreement by the undersigned officer of Forum has also been duly and
validly authorized.
SECTION 37. This Agreement may be executed in more than one counterpart,
each of which shall be deemed to be an original, and shall become effective on
the last date of signature below unless otherwise agreed by the parties. Unless
sooner terminated pursuant to Section 34, this Agreement shall remain in effect
for a period of one year from the date hereof and shall continue in effect
thereafter for successive twelve-month periods (computed from each anniversary
date of the approval) with respect to the Funds, provided that such continuance
is specifically approved at least annually by the Board of Trustees or by a vote
of the stockholders of the Fund and in either case by a majority of the Trustees
who are not parties to this Agreement or interested persons of any such party,
at a meeting called for the purpose of voting on this Agreement.
SECTION 38. This Agreement shall extend to and shall bind the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the Fund without the written consent of
Forum or by Forum without the written consent of the Fund, authorized or
approved by a resolution of the Fund's Board of Trustees. Notwithstanding the
foregoing, either party may assign this Agreement without the consent of the
other party so long as the assignee is an affiliate, parent or subsidiary of the
assigning party and is qualified to act under the Investment Company Act of
1940, as amended from time to time.
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SECTION 39. This Agreement shall be governed by the laws of the State of
Maine.
WITNESS the following signatures:
FORUM FUNDS
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President
FORUM FINANCIAL CORP.
-------------------------
Xxxxx X. Xxxxxx
Vice President
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SCHEDULE A
For its services hereunder Forum will receive, with respect to each Series:
(i) a fee at an annual rate of 0.25 percent of the average daily net assets of
the Series and (ii) a fee of $12,000 per year; such amounts to be computed and
paid monthly in arrears by the Fund; and (iii) Annual Shareholder Account Fees
of $18.00 per shareholder account; such fees to be computed as of the last
business day of the prior month.
