Exhibit (9)(d)
FORUM FUNDS
SHAREHOLDER SERVICES PLAN
March 18, 1998
This Shareholder Services Plan (the "Plan") is adopted by Forum Funds
(the "Trust") with respect to the shares of beneficial interest ("Shares") of
each Fund identified in the Appendix hereto (each, a "Fund").
SECTION 1. ADMINISTRATOR
The Trust has entered into an Administration Agreement (the
"Agreement") with Forum Administration Services, LLC ("Forum") whereby Forum
provides certain administrative services for the Trust and for each Fund.
SECTION 2. SERVICE AGREEMENTS; PAYMENTS
(a) Forum is authorized to enter into Shareholder Service Agreements
(the "Agreements") with financial institutions and other persons who provide
services for and maintain shareholder accounts ("Service
Providers") as set forth in this Plan.
(b) Pursuant to the Agreements, as compensation for the services
described in Section 4 below, Forum may pay each Service Provider, on behalf of
the Trust, a fee at an annual rate of up to 0.25% of the average daily net
assets of each Fund held by shareholder accounts for which the Service Provider
maintains a service relationship (the "Payments"); PROVIDED, however, that no
Fund shall directly or indirectly pay any amounts, whether Payments or
otherwise, that exceed any applicable limits imposed by law or the National
Association of Securities Dealers, Inc.
(c) To the extent practicable, eEach Agreement shall contain a
representation by the Service Provider that any compensation payable to the
Service Provider in connection with an investment in any Fund of the assets of
its customers will (i) be disclosed by the Service Provider to its customers,
(ii) be authorized by its customers, and (iii) not result in an excessive fee to
the Service Provider.
SECTION 3. SHAREHOLDER SERVICE FEE.
Pursuant to this Plan, the Trust shall daily accrue and monthly pay
Forum a Shareholder Service Fee for each Fund equal to the combined Payments
made by Forum with respect to the Fund for the month.
SECTION 4. SERVICE ACTIVITIES
Shareholder service activities may include: (a) establishing and
maintaining accounts and records relating to clients of the Service Provider;
(b) answering client inquiries regarding the manner in which purchases,
exchanges and redemptions of shares of a Fund or Class may be effected and other
matters pertaining to the Trust's services; (c) providing necessary personnel
and facilities to establish and maintain client accounts and records; (d)
assisting clients in arranging for processing purchase, exchange and redemption
transactions; (e) arranging for the wiring of funds; (f) guaranteeing
shareholder signatures in connection with redemption orders and transfers and
changes in shareholder-designated accounts; (g) integrating periodic statements
with other client transactions; and (h) providing such other related services as
the client may request. The Service Provider shall not be obligated to perform
any specific service for its clients. The Service Provider's appointment shall
be nonexclusive, and Forum may enter into similar agreements with other persons.
SECTION 5. AMENDMENT AND TERMINATION
(a) Any material amendment to the Plan shall be effective only upon
approval of the Board of Trustees of the Trust, including a majority of the
Trustees Directors who are not interested persons of the Trust as defined in the
Investment Company Act of 1940 (the "Disinterested TrusteesDirectors"), pursuant
to a vote cast in person at a meeting called for the purpose of voting on the
amendment to the Plan.
(b) The Plan may be terminated without penalty at any time by a vote of
a majority of the Disinterested TrusteesDirectors.
FORUM FUNDS
SHAREHOLDER SERVICE PLAN
APPENDIX A:
FUNDS TO WHICH SHAREHOLDER SERVICE PLAN APPLIES
Fund Date Subject to Plan
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Polaris Global Value Fund March 18, 1998
[FORM OF]
FORUM FUNDS
SHAREHOLDER SERVICE AGREEMENT
AGREEMENT made this ____ day of ____________, 1997, between Forum
Administrative Services, LLC ("FAdS"), a limited liability company organized
under the laws of State of Delaware with its principal place of business at Two
Portland Square, Portland, ME 04101 and the institution executing this document
below (the "Institution").
WHEREAS, FAdS acts as administrator for Forum Funds (the "Trust"), a
Delaware business trust registered under the Investment Company Act of 1940, as
amended (the "Act") as an open-end management investment company, which may
issue its shares of beneficial interest("Shares") in separate series (each, a
"Fund") and classes thereof (each, a "Class"); and
WHEREAS, the Trust has adopted a Services Plan with respect to Shares
of the Funds and Classes listed on Appendix A hereto (the "Plan") that
authorizes FAdS to pay fees to Iinstitutions for maintaining and providing
services to client accounts in the Funds and Classes of the Trust; and
WHEREAS, FAdS desires that the Institution perform certain service
activities on behalf of FAdS and the Trust with respect to each Fund or Class,
and the Institution is willing to perform those services on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, for and in consideration of the representations,
covenants and promises contained herein and other valuable consideration, the
undersigned parties do hereby agree as follows:
SECTION 1. SERVICE ACTIVITIES
In connection with providing services and maintaining client accounts
in each Fund or Class for its clients, the Institution may provide services
including: (a) establishing and maintaining accounts and records relating to
clients of the Institution; (b) answering client inquiries regarding the manner
in which purchases, exchanges and redemptions of shares of a Fund or Class may
be effected and other matters pertaining to the Trust's services; (c) providing
necessary personnel and facilities to establish and maintain client accounts and
records; (d) assisting clients in arranging for processing purchase, exchange
and redemption transactions; (e) arranging for the wiring of funds; (f)
guaranteeing client signatures in connection with redemption orders and
transfers and changes in client-designated accounts; (g) integrating periodic
statements with other client transactions; and (h) providing such other related
services as the client may request. The Institution shall not be obligated to
perform any specific service for its clients. The Institution's appointment
shall be nonexclusive, and FAdS may enter into similar agreements with other
persons.
SECTION 2. COMPENSATION
(a) As compensation for the Institution's service activities with
respect to each Fund or Class, FAdS shall pay the Institution fees in the
amounts listed on Appendix B to this Agreement (the "Payments"); provided,
however, that in no event will FAdS be required to make any payments for service
activities in an amount greater than that which FAdS is paid by the respective
Fund or Class for such services.
(b) The Payments shall be accrued daily and paid monthly or at such
other interval as FAdS and the Institution shall agree.
(c) On behalf of each Fund or Class, the Institution may spend such
amounts and incur such expenses as it deems appropriate or necessary on any
service activities. Such expenses may include compensation to employees and
expenses, including overhead and telephone and other communication expenses, of
the Institution.
The Institution shall be solely liable for any expenses it incurs.
SECTION 3. REPRESENTATIONS OF THE INSTITUTION
The Institution represents that:
(a) the compensation payable to it under this Agreement in connection
with the investment in any Fund or Class of the assets of its clients: (i) will
be disclosed by the Institution to its clients, and (ii) will not result in an
excessive fee to the Institution;
(b) if it is a member of the National Association of Securities
Dealers, Inc. ("NASD"), it shall abide by the Conduct Rules of the NASD;
(c) it will, in connection with sales and offers to sell Shares,
furnish to or otherwise insure that each client to whom any such sale or offer
is made receives a copy of the applicable Fund's or Funds' then current
prospectus;
(d) it will purchase Shares only from FAdS as agent of the Trust and
will purchase Shares only for the purpose of covering purchase orders already
received or for its own bona fide investment purposes;
(e) the performance of all its obligations hereunder will comply with
all applicable laws and regulations, including any applicable federal securities
laws and any requirements to deliver confirmations to its clients, the
provisions of its charter documents and bylaws and all material contractual
obligations binding upon the Institution; and
(f) it will promptly inform the Trust of any change in applicable laws
or regulations (or interpretations thereof) or in its charter or bylaws or
material contracts that would prevent or impair full performance of any of its
obligations hereunder.
SECTION 4. TRUST LITERATURE
The Institution is not authorized to make any representations
concerning Shares of any Fund or Class except those contained in the Fund's then
current prospectus and statement of additional information ("SAI") and printed
information issued by the Trust or by FAdS as information supplemental to the
prospectus. FAdS will supply the Institution upon its request with prospectuses,
SAIs, reasonable quantities of supplemental sales literature and additional
information. The Institution agrees not to use other advertising or sales
material relating to a Fund or Class unless approved in writing by FAdS in
advance of such use. Any printed information furnished by FAdS other than the
then current prospectus and SAI, periodic reports and proxy solicitation
materials are FAdS's sole responsibility and are not the responsibility of the
Trust, and the Trust shall have no liability or responsibility to the
Institution in these respects unless expressly assumed in connection therewith.
The Institution shall have no responsibility with regard to the accuracy or
completeness of any of the printed information furnished by FAdS and shall be
held harmless by FAdS from and against any cost or loss arising therefrom.
SECTION 5. REPORTS
The Institution shall prepare and furnish to FAdS, at FAdS's request,
written reports setting forth all amounts expended by the Institution and
identifying the activities for which the expenditures were made.
SECTION 6. INDEMNIFICATION
The Institution agrees to indemnify and hold harmless FAdS and the
Trust from any claims, expenses, or liabilities incurred by FAdS or the Trust as
a result of any act or omission of the Institution in connection with its
services under this Agreement.
SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the date hereof and, upon
its effectiveness, shall supersede all previous agreements between the parties
covering the subject matter hereof.
(b) This Agreement may be terminated as follows:
(i) at any time, without the payment of any penalty,
by the vote of a majority of the Trustees of the Trust;
(ii) automatically in the event of the termination of the
Administration or Distribution agreements between the Trust and FAdS or
the Plan;
(iii) automatically in the event of the assignment of this
Agreement as defined in the Act; and
(iv) by either party to the Agreement without cause by giving
the other party at least sixty (60) days' written notice of its
intention to terminate.
SECTION 8. NOTICES
Any notice under this Agreement shall be in writing and shall be
addressed and delivered, or mailed postage prepaid, to the other party's
principal place of business, or to such other place as shall have been
previously specified by written notice given to the other party.
SECTION 9. AMENDMENTS
Subject to approval of material amendments to the form of this
Agreement by the Trust's Board of Trustees, this Agreement may be amended by the
parties at any time. In addition, this Agreement may be amended by FAdS from
time to time by the following procedure: FAdS will mail a copy of the amendment
to the Institution at its principal place of business or such other address as
the Institution shall in writing provide to FAdS. If the Institution does not
object to the amendment within thirty (30) days after its receipt, the amendment
will become part of the Agreement. The Institution's objection must be in
writing and be received by FAdS within the thirty days.
SECTION 10. USE OF THE TRUST'S NAME
The Institution shall not use the name of the Trust 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 name
which merely refers in accurate and factual terms to the Trust in connection
with the Institution'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.
SECTION 11. MISCELLANEOUS
(a) This Agreement shall be construed in accordance with the laws of
the State of Delaware.
(b) If any provision of this Agreement shall be held invalid by a court
decision, statute, rule or otherwise, the remainder of the Agreement shall not
be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
INSTITUTION:
______________________________
Name of Institution
By:___________________________
Name:_________________________
Title:________________________
FORUM ADMINISTRATIVE SERVICES, LLC
By:___________________________
Xxxxx X. Xxxxxxxxx
Managing Director
FORUM FUNDS
SHAREHOLDER SERVICE AGREEMENT
APPENDIX A
FUNDS AND CLASSES OF FORUM FUNDS
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Polaris Global Value Fund
FORUM FUNDS
SHAREHOLDER SERVICE AGREEMENT
APPENDIX B
PAYMENTS PURSUANT TO THE PLAN
FUND CLASS FEE
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Polaris Global Value Fund N/A 0.25%
