Exhibit 9(a)
FORUM FUNDS
MANAGEMENT AGREEMENT
AGREEMENT made the 18th day of December, 1995 between Forum Funds (the
"Trust"), a corporation organized under the laws of the State of Delaware with
its principal place of business at ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and
Forum Financial Services, Inc. ("Forum"), a corporation organized under the laws
of State of Delaware with its principal place of business at ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "Act") as an open-end management investment company and may
issue its shares of common stock, $0.001 par value, in separate series and
classes; and
WHEREAS, the Trust desires that Forum perform administrative services for
each of the series of the Trust as listed in Appendix A hereto (each a "Fund"
and collectively the "Funds") and Forum is willing to provide those services on
the terms and conditions set forth in this Agreement;
NOW THEREFORE, the Trust and Forum agree as follows:
SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS
The Trust is engaged in the business of investing and reinvesting its
assets in securities of the type and in accordance with the limitations
specified in our Trust Instrument, By-Laws and registration statement filed with
the Securities and Exchange Commission (the "SEC"), under the Act and the
Securities Act of 1933 (the "Securities Act"), including any representations
made in a prospectus ("Prospectus") or statement of additional information
("Statement of Additional Information") relating to a Fund contained therein and
as may be supplemented from time to time, all in such manner and to such extent
as may from time to time be authorized by the Trust's Board of Trustees (the
"Board"). The Board is authorized to issue any unissued shares in any number of
additional classes or series. The Trust has delivered copies of the documents
listed in this Section and will from time to time furnish Forum with any
amendments thereof.
SECTION 2. APPOINTMENT
The Trust hereby employs Forum, subject to the direction and control of the
Board, to manage all aspects of the Trust's operations with respect to each Fund
except those which are the responsibility of any investment adviser to a Fund
(the "Adviser").
SECTION 3. ADMINISTRATIVE DUTIES
With respect to the Funds, Forum will arrange to:
(a) provide the Trust, at the Trust's expense, with the maintenance of
certain books and records, such as journals, ledger accounts and other records
described in Rule 31a-1 under the Act, the transmission of purchase and
redemption orders for shares of the Funds, the notification to the Trust's
investment advisers of available funds for investment, and the reconciliation of
account information and balances among its custodian, transfer agent and
dividend disbursing agent and its investment adviser;
(b) provide the Trust, at the Trust's expense, with the services of persons
competent to perform such supervisory, administrative and clerical functions as
are necessary to provide effective operation of its corporation, including the
services described in Section 3(a);
(c) oversee the performance of administrative and professional services
rendered to the Trust by others, including the Trust's custodians, transfer
agents and dividend disbursing agent, as well as accounting, auditing and other
services performed for the Trust, including the calculation of the net asset
value of shares of the Funds;
(d) provide the Trust with adequate general office space and facilities;
(e) oversee the preparation and the printing of the periodic updating of
the Trust's registration statement, Prospectuses and Statement of Additional
Information, the Trust's tax returns, and reports to its stockholders, the SEC
and state securities administrators; and
(f) maintain records relating to its services as are required to be
maintained by the Trust under the Act. The books and records pertaining to the
Trust which 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.
SECTION 4. STANDARD OF CARE
The Trust shall expect of Forum, and Forum will give the Trust the benefit
of, Forum's best judgment and efforts in rendering these services to the Trust,
and the Trust agrees as an inducement to Forum's undertaking these services that
Forum shall not be liable hereunder for any mistake of judgment or in any event
whatsoever, except for lack of good faith, provided that nothing herein shall be
deemed to protect, or purport to protect, Forum against any liability to the
Trust or to its security holders to which Forum would otherwise be subject by
reason of wilful misfeasance, bad faith or gross negligence in the performance
of Forum's duties hereunder, or by reason of Forum's reckless disregard of its
obligations and duties hereunder.
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SECTION 5. COMPENSATION; EXPENSES
(a) In consideration of the administrative services performed by Forum as
described herein, the Trust will pay Forum, with respect to each Fund a fee at
the annual rate as listed in Appendix A hereto. Such fee 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 hereunder during the prior calendar month.
(b) With respect to each Fund, Forum shall be responsible for the portion
of the net expenses that relate to each of the Funds (except interest, taxes,
brokerage, fees and expenses paid by the Trust pursuant to Rule 12b-1 under the
Act, and organization expenses, all to the extent such exclusions are permitted
by applicable state law and regulation) incurred by the Trust during each of its
fiscal years or portion thereof that this Agreement is in effect which, as to a
Fund, in any such year exceeds the limits applicable to the Fund under the laws
or regulations of any state in which the shares of the Fund are qualified for
sale (reduced pro rata for any portion of less than a year). This provision
shall not apply with respect to those Funds for which Forum Advisors, Inc.
serves as Adviser or those Funds for which an Adviser has agreed to a similar
provision.
(c) Subject to Section 3(b) hereof and any expense reimbursement
arrangement between the Trust and any Adviser, the Trust shall be responsible
and hereby assumes the obligation for payment of all its other expenses,
including: (i) interest charges, taxes, brokerage fees and commissions; (ii)
certain insurance premiums; (iii) fees, interest charges and expenses of the
Trust's custodian, transfer agent and dividend disbursing agent; (iv)
telecommunications expenses; (v) auditing, legal and compliance expenses; (vi)
costs of the Trust's formation and maintaining its existence; (vii) costs of
preparing and printing the Trust's prospectuses, statements of additional
information, account application forms and shareholder reports and delivering
them to existing and prospective shareholders; (viii) costs of maintaining books
of original entry for portfolio and fund accounting and other required books and
accounts and of calculating the net asset value of shares of the Trust; (ix)
costs of reproduction, stationery and supplies; (x) compensation of the Trust's
Trustees, officers, employees and other personnel performing services for the
Trust who are not officers of the Adviser, of Forum Financial Services, Inc. or
of affiliated persons of either; (xi) costs of corporate meetings; (xii)
registration fees and related expenses for registration with the Commission and
the securities regulatory authorities of other countries in which the Trust's
shares are sold; (xiii) state securities law registration fees and related
expenses; (xiv) the fees payable hereunder and the fees payable to any
investment adviser to the Trust under any investment advisory or similar
agreement; (xv) and all other fees and expenses paid by the Trust pursuant to
any distribution or shareholder service plan adopted pursuant to Rule 12b-1
under the Act or otherwise.
SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective with respect to each Fund on the
date of its execution or amendment to include the Fund. Upon effectiveness of
this Agreement with
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respect to a Fund, 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 Fund.
(b) This Agreement shall continue in effect with respect to a Fund for a
period of one year from its effectiveness and shall continue in effect for
successive twelve-month periods; provided, however, that continuance is
specifically approved at least annually (i) by the Board or by a vote of a
majority of the outstanding voting securities of the Fund and (ii) by a vote of
a majority of Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party (other than as Trustees of the Trust);
provided further, however, that if the continuation of this Agreement is not
approved as to a Fund, Forum may continue to render to the Fund the services
described herein in the manner and to the extent permitted by the Act and the
rules and regulations thereunder.
(c) This Agreement may be terminated with respect to a Fund at any time,
without the payment of any penalty, (i) by the Board on 60 days' written notice
to Forum or (ii) by Forum on 60 days' written notice to the Trust. This
Agreement shall terminate upon assignment.
SECTION 7. ACTIVITIES OF FORUM
Except to the extent necessary to perform Forum's obligations hereunder,
nothing herein shall be deemed to limit or restrict Forum's right, or the right
of any of Forum's officers, trustees or employees who may also be a trustee,
officer or employee of the Trust, or persons 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.
SECTION 8. MISCELLANEOUS
(a) 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.
(b) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(c) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of New York.
(d) The terms "vote of a majority of the outstanding voting securities,"
"interested person," "affiliated person," and "assignment" shall have the
meanings ascribed thereto in the Act.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
FORUM FUNDS
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
President
FORUM FINANCIAL SERVICES, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
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FORUM FUNDS
MANAGEMENT AGREEMENT
DECEMBER 18, 1995
APPENDIX A
Management Fee as a % of
the Annual Average Daily
Fund Net Assets of the Fund
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Investors Bond Fund 0.30%
TaxSaver Bond Fund 0.30%
Maine Municipal Bond Fund 0.30%
New Hampshire Bond Fund 0.30%
