EXPENSE LIMITATION AGREEMENT Forum Funds c/o Atlantic Fund Administration Three Canal Plaza, Suite 600 Portland, ME 04101
c/o Atlantic Fund Administration
Three Canal Plaza, Suite 600
Portland, ME 04101
June 23, 2020
LMCG Investments, LLC
One Boston Place
000 Xxxxxxxxxx Xxxxxx, 00xx Floor
Boston, MA 02108
Dear Mr. Xxxxx:
Pursuant to this Expense Limitation Agreement (the “Agreement”), LMCG Investments, LLC (the “Adviser”) agrees to limit its investment advisory fee and reimburse expenses as necessary to ensure that the net annual operating expenses (excluding all taxes, interest, portfolio transaction expenses, dividend and interest expenses on short sales, acquired fund fees and expenses, proxy expenses, and extraordinary expenses) for the LMCG International Small Cap Fund (the “Fund”) do not exceed the levels listed below (the “Expense Limitation”) through July 31, 2021 (the “Limitation Period”).
LMCG International Small Cap Fund – Institutional Shares | 0.85% |
LMCG International Small Cap Fund – Investor Shares | 1.10% |
This Agreement constitutes the whole agreement between the parties and supersedes any previous fee waiver agreement relating to the Fund.
With respect to each class of shares, the 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, dividend and interest expense on short sales, acquired fund fees and expenses, proxy 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 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 Massachusetts 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 the 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 the 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 the 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 Xxxxx | ||
Xxxxxxx Xxxxx | |||
Title: | President |
The foregoing Agreement is hereby accepted as of June 23, 2020.
LMCG Investments, LLC
By: | /s/ Xxxxxx X. Tower III | |
Name: | Xxxxxx X. Xxxxx III | |
Title: | COO |
Signature page to the Expense Limitation Agreement