EXPENSE LIMITATION AGREEMENT Forum Funds c/o Atlantic Fund Administration Three Canal Plaza, Suite 600 Portland, ME 04101
c/o Atlantic Fund Administration
Xxxxx Xxxxx Xxxxx, Xxxxx 000
Portland, ME 04101
June 14, 2024
X.X. Xxxx and Company, Inc.
000 X. Xxxxx Xxxxxx, 0xx Xxxxx
Baltimore, MD 21202
Dear Xx. Xxxx:
Pursuant to this Expense Limitation Agreement (the “Agreement”), X.X. Xxxx and Company, Inc. (the “Adviser”) agrees to limit its investment advisory fee and reimburse expenses as necessary to ensure that the total annual operating expenses (excluding all taxes, interest, portfolio transaction expenses, and extraordinary expenses) for the XX Xxxx Premier Growth Fund, XX Xxxx Xxxxxx Growth Fund, and XX Xxxx Small Cap Growth Fund (each a “Fund” and together, the “Funds”) do not exceed the levels listed below (the “Expense Limitation”) through October 31, 2025 (the “Limitation Period”).
| XX Xxxx Premier Growth Fund | 0.99% |
| XX Xxxx Xxxxxx Growth Fund | |
| Investor Shares | 0.98% |
| Institutional Shares | 0.85% |
| Institutional Plus Shares | 0.79% |
| XX Xxxx Small Cap Growth Fund | |
| Investor Shares | 1.05% |
| Institutional Shares | 0.95% |
| Institutional Plus Shares | 0.85% |
This Agreement constitutes the whole agreement between the parties and supersedes any previous fee waiver agreement relating to the Funds.
With respect to each class of shares, each Fund agrees to repay the Adviser for any advisory fees forgone and any operating expenses that the Adviser reimburses under the Expense Limitation applicable to the class, provided that (i) the repayments do not cause the class’s total operating expenses (excluding all taxes, interest, portfolio transaction expenses, and extraordinary expenses) to exceed the lesser of (a) the Expense Limitation for the class, as described above, and (b) the Expense Limitation in place at the time of the Adviser’s waiver or reimbursement; and (ii) the repayments are made within three years of the date on which they are incurred. The Adviser understands that it shall look only to the assets attributable to the relevant Fund for performance of this Agreement by the Fund and for payment of any claim the Adviser
may have hereunder, and neither any other series of the Trust, nor any of the Trust’s trustees, officers, employees, agents, or shareholders, whether past, present or future, shall be personally liable therefor.
This Agreement is made and to be performed principally in the states of Maryland and Maine, and except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware.
With respect to each Fund, this Agreement may only be amended or terminated with the approval of the Board of Trustees of Forum Funds (the “Board”) and will automatically terminate concurrently with the termination of the advisory agreement between the Adviser and the Trust with respect to such Fund; provided, however, that this Agreement shall not terminate in the event of a termination of such advisory agreement as a result of an assignment thereof by the Adviser if a new advisory agreement is entered into by the Trust and the Adviser with respect to such Fund.
If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.
| Very truly yours, | |||
| FORUM FUNDS, | |||
| By: | /s/Xxxxxxx Xxxxxxx | ||
| Xxxxxxx Xxxxxxx | |||
| Title: | President | ||
The foregoing Agreement is hereby accepted as of June 14, 2024.
X.X. XXXX AND COMPANY, INC.
| By: | /s/ Xxxxxx X. Xxxx | |
| Name: | Xxxxxx X. Xxxx | |
| Title: | Chairman |
Signature page to the Expense Limitation Agreement
