Exhibit (d)(24)
SUBADVISORY AGREEMENT
BETWEEN
ABSOLUTE INVESTMENT ADVISERS LLC
AND
MOHICAN FINANCIAL MANAGEMENT, LLC
AGREEMENT made as of the 18th day of January, 2007, by and between Absolute
Investment Advisers LLC, a Massachusetts limited liability company with its
principal office and place of business at 000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxx, XX, 00000 (the "Adviser") and Mohican Financial Management LLC, a
Delaware limited liability company with its principal office and place of
business at 00 Xxxxxxxx Xxx, Xxxxx 00, Xxxxxxxxxxx, XX 00000 (the "Subadviser").
WHEREAS, Adviser has entered into an Investment Advisory Agreement dated the
5th day of May, 2005 ("Advisory Agreement") with Forum Funds, a Delaware
statutory trust, with its principal office and place of business at Xxx
Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000, (the "Trust");
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, in separate series;
WHEREAS, pursuant to the Advisory Agreement, and subject to the direction
and control of the Board of Trustees of the Trust (the "Board"), the Adviser
acts as investment adviser for the series of the Trust listed on Appendix A
hereto (the "Fund");
WHEREAS, it is intended that the Trust be a third-party beneficiary under
this Agreement; and
WHEREAS, Adviser desires to retain the Subadviser to perform investment
advisory services for the Fund for that portion of the Fund's assets that the
Adviser allocates to the Sub-Adviser on or after the date of this Agreement as
set forth above ("Allocated Assets") and Subadviser is willing to provide such
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 Adviser and the Subadviser hereby agree as
follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Adviser hereby appoints Subadviser, subject to the direction and
control of the Board, to manage the investment and reinvestment of Allocated
Assets and to provide other services as specified herein. The Subadviser
accepts this appointment and agrees to render its services for the compensation
set forth herein.
(m) The Sub-Adviser may from time to time make available without charge to
the Adviser or the Trust any marks or symbols owned by the Sub-Adviser (the
"Xxxx"), including marks or symbols containing the Xxxx or any variation
thereof, to use in the Fund's Registration Statement and/or Fund sales
literature. Any use of the Marks shall be subject to the direction and control
of the Sub-Adviser.
(n) The Sub-Adviser shall not use the name of the Trust or any Fund on any
checks, bank drafts, bank statements or forms for other than internal use in a
manner not approved by the Trust prior thereto in writing; provided however,
that the approval of the Trust shall not be required for the use of the Trust's
or Fund's name which merely refers in accurate and factual terms to the Trust
or Fund in connection with Sub-Adviser's role hereunder or which is required by
any appropriate regulatory, governmental or judicial authority; and further
provided that in no event shall such approval be unreasonably withheld or
delayed.
(o) The provisions of Sections 5, 6, 9 and 10 shall survive any termination
of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed all as of the day and year first above written.
ABSOLUTE INVESTMENT ADVISERS
LLC
/s/ Xxx Xxxxxxx
------------------------------
Name: Xxx Xxxxxxx
Title: Principal
CONTRAVISORY RESEARCH &
MANAGEMENT CORP.
/s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
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