DRAFT
XXXXXXXX CAPITAL FUNDS (DELAWARE)
SUB-ADMINISTRATION AGREEMENT
AGREEMENT made this 9th day of January, 1996, between Xxxxxxxx Capital
Funds (Delaware) ("Fund"), Xxxxxxxx Capital Management International Inc.
("Adviser"), Xxxxxxxx Fund Advisers Inc. ("Administrator"), all corporations
organized under the laws of the State of Maryland, and Forum Financial Services,
Inc. ("FFSI" or "Sub-Administrator"), a corporation organized under the laws of
the State of Delaware with its principal place of business at 00 Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx 00000.
WHEREAS, the Fund is registered under the Investment Company Act of 1940
("1940 Act") as an open-end management investment company and is authorized to
issue shares of common stock ("Shares") in separate series and classes;
WHEREAS, the Fund currently consists of five series: International Equity
Fund, Xxxxxxxx U.S. Equity Fund, Xxxxxxxx U.S. Smaller Companies Fund, Xxxxxxxx
Emerging Markets Fund Institutional Portfolio and Xxxxxxxx Latin American Fund;
WHEREAS, the Fund has entered into Investment Advisory Agreements
("Advisory Agreements") with Adviser pursuant to which the Adviser provides
certain management and administrative services, other than investment management
services, to the Fund and each of its series;
WHEREAS, the International Equity Fund, Xxxxxxxx U.S. Smaller Companies
Fund, Xxxxxxxx Emerging Markets Fund Institutional Portfolio and Xxxxxxxx Latin
American Fund have entered into an Administrative Services Agreement
("Administrative Agreement") with Administrator, pursuant to which Administrator
provides certain management and administrative services for the Fund, and for
any series of the Fund that adopts the Administrative Agreement, other than
investment management and administrative services provided to the Fund by
Adviser pursuant to the aforesaid Advisory Agreements.
WHEREAS, the Fund, Adviser and Administrator desire that FFSI perform
certain administrative services for the Fund, and each of its series and classes
that now exist or may in the future be created, and FFSI is willing to provide
those services on the terms and conditions set forth in this Agreement;
WHEREAS, Administrator desires that FFSI provide such administrative
services to International Equity Fund, Xxxxxxxx U.S. Smaller Companies Fund,
Xxxxxxxx Emerging Markets Fund Institutional Portofolio, Xxxxxxxx Latin American
Fund and other future series of the Fund, pursuant to a sub-contract to the
Administrative Agreement; and
WHEREAS, Adviser desires that FFSI provide such administrative services to
Xxxxxxxx U.S. Equity Fund pursuant to a sub-contract to an Advisory Contract
between the Fund and Adviser with respect to that Series, wherein the Adviser
provides administrative services ;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Fund, Administrator, Adviser, and FFSI agree as
follows:
SECTION 1. APPOINTMENT. The Fund hereby appoints FFSI as Sub-
Administrator of the Fund and FFSI hereby accepts such appointment, all in
accordance with the terms and conditions of this Agreement. In connection
therewith, the Fund has delivered to the Sub-Administrator copies of its Trust
Instrument, the Fund's Registration Statement and all amendments thereto filed
pursuant to the Securities Act of 1933, as amended (the "Securities Act") or the
Act (the "Registration Statement") and the current Prospectus and Statement of
Additional Information of each Series of the Fund (collectively, as currently in
effect and as amended or supplemented, the "Prospectus") and, shall promptly
furnish the Sub-Administrator with all amendments of or supplements to the
foregoing.
SECTION 2. DEFINITIONS. Whenever used in this Agreement, the following
terms shall have the meanings specified, insofar as the context will allow:
a) ACT: The term Act shall mean the Investment Company Act of 1940, as
amended from time to time.
b) ADMINISTRATOR. The term Administrator shall mean Xxxxxxxx Fund
Advisers Inc., or any successor thereto who acts as the administrator
of the Fund or any series thereof.
c) ADVISER. The term Adviser shall mean Xxxxxxxx Capital Management
International Inc., or any successor thereto who acts as the
investment adviser of the Fund or any series thereof;
d) BOARD: The term Board shall mean the Board of Trustees of the Fund.
e) CLASS: The term Class shall mean any future classes of each Series
listed in Schedule A or any class of any Series that the Fund shall
subsequently establish;
f) CUSTODIAN; The term Custodian shall mean Chase Manhattan Bank, NA; or
any successor or other custodian acting as such for any current or
future Series of the Fund.
g) FUND: The term Fund shall mean Xxxxxxxx Capital Funds (Delaware).
h) FUND ACCOUNTANT. The term Fund Accountant shall mean Forum Financial
Corp., or any successor thereto that is responsible for calculating
the Fund's net asset value and maintaining its accounting books and
records.
i) FUND BUSINESS DAY: The term Fund Business Day shall mean each day
that the New York Stock Exchange is open for trading (which excludes
the following national business holidays: New Year's Day, President's
Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day).
j) PROSPECTUS: The term Prospectus shall mean the then-current
prospectus forming a part of an effective Registration Statement of
the Fund under the Securities Act of 1933, as amended, and the Act
covering the Shares of a Series or Class as the case may be, as the
same may be amended or supplemented from time to time.
k) SERIES: The term Series shall mean each series listed in Schedule A
or any series that the Fund shall subsequently establish;
l) SHAREHOLDERS: The term Shareholders shall mean the registered owners
from time to time of the Shares, as reflected on the share registry
records of the Fund.
m) SHARES: The term Shares shall mean the issued and outstanding shares
of common stock of the Fun.d, or any series or class of the Fund,
including any fractions thereof.
n) SUB-ADMINISTRATOR: The term Sub-Administrator shall mean Forum
Financial Services, Inc. or any successor thereto who provides
administrative services to the Fund.
o) TRANSFER AGENT. The term Transfer Agent shall mean Forum Financial
Corp., or any successor thereto who provides transfer agent services
to the Fund.
SECTION 3. FURNISHING OF EXISTING ACCOUNTS AND RECORDS. The Fund shall
promptly turn over to FFSI such of the Accounts and Records previously
maintained by or for it as are necessary for FFSI to perform its functions under
this Agreement. The Fund authorizes FFSI to rely on such Accounts and Records
turned over to it and hereby indemnifies and will hold FFSI, its successors and
assigns, harmless of and from any and all expenses, damages, claims, suits,
liabilities, actions, demands and losses whatsoever arising out of or in
connection with any error, omission, inaccuracy or other deficiency of such
Accounts and Records or in the failure of the Fund to provide any portion of
such or to provide any information needed by FFSI to knowledgeably perform its
functions.
SECTION 4. ADMINISTRATIVE DUTIES
(a) Subject to the direction and control of the Board and the
Administrator, the Sub-Administrator shall manage certain aspects of operations
of the Fund, and any existing or future class thereof, except those functions
which are the responsibility of the Adviser, the Administrator, Custodian, or
Transfer Agent, all in such manner and to such extent as may be authorized by
the Board, the Administrator (in the case of the International Equity Fund,
Xxxxxxxx U.S. Smaller Companies Fund, Xxxxxxxx Emerging Markets Fund
Institutional Portfolio and Xxxxxxxx Latin American Fund), or the Adviser (in
the case of the Xxxxxxxx U.S. Equity Fund).
(b) With respect to the Fund and each series or class thereof, as
applicable, the Sub-Administrator shall:
(i) oversee (A) the preparation and maintenance by the Adviser and the
Fund's Custodian, Transfer Agent, dividend disbursing agent and Fund
Accountant (or if appropriate, prepare and maintain) in such form, for
such periods and in such locations as may be required by applicable
law, of all documents and records relating to the operation of the
Fund required to be prepared or maintained by the Fund or its agents
pursuant to applicable law; (B) the reconciliation of account
information and balances among the Adviser and the Fund's Custodian,
Transfer Agent, dividend disbursing agent and Fund Accountant; (C) the
transmission of purchase and redemption orders for Shares; (D) the
notification to the Adviser of available funds for investment; and (E)
the performance of fund accounting, including the calculation of the
net asset value of the Shares;
(ii) oversee the performance of administrative and professional services
rendered to the Fund by others, including its Custodian, Transfer
Agent and dividend disbursing agent as well as legal, auditing and
shareholder servicing and other services performed for each existing
or future Series of the Fund, or class thereof;
(iii) be responsible for the preparation and the printing of the periodic
updating of the Registration Statement and Prospectus, tax returns,
and reports to shareholders, the Securities and Exchange Commission
and state securities commissions;
(iv) be responsible for the preparation of proxy and information statements
and any other communications to shareholders;
(v) at the request of the Board, provide the Fund with adequate general
office space and facilities and provide persons suitable to the Board
to serve as officers of the Fund;
(vi) provide the Fund, at the Fund's request, with the services of persons
who are competent to perform such supervisory or administrative
functions as are necessary for effective operation of the Fund;
(vii) prepare, file and maintain the Fund's governing documents, including
the Trust Instrument and minutes of meetings of Trustees and
shareholders;
(viii) with the cooperation of the Fund's counsel, the Administrator, the
Adviser, and other relevant parties, prepare and disseminate materials
for meetings of the Board of Trustees;
(ix) monitor sales of Shares and ensure that such Shares are properly and
duly registered with the Securities and Exchange Commission and
applicable state securities commissions;
(x) oversee the calculation of performance data for dissemination to
information services covering the investment company industry, for
sales literature of the Fund and other appropriate purposes;
(xi) oversee the determination of the amount of, and supervise the
declaration of, dividends and other distributions to shareholders as
necessary to, among other things, maintain the qualification of each
Series as a regulated investment company under the Internal Revenue
Code of 1986, as amended, and prepare and distribute to appropriate
parties notices announcing the declaration of dividends and other
distributions to shareholders; and
(xii) advise the Fund and its Board of Trustees on matters concerning the
Fund and its affairs.
(c) FFSI shall prepare and maintain or cause to be prepared and maintained
records in such form for such periods and in such locations as may be required
by applicable regulations, all documents and records relating to the services
provided to the Fund pursuant to this Agreement required to be maintained
pursuant to the Act, rules and regulations of the Securities and Exchange
Commission, the Internal Revenue Service and any other national, state or local
government entity with jurisdiction over the Fund. The accounts and records
pertaining to the Fund which are in possession of the Sub-Administrator shall be
the property of the Fund. The Fund, or the Fund's authorized representatives,
shall have access to such accounts and records at all times during the Sub-
Administrator's normal business hours. Upon the reasonable request of the Fund,
copies of any such accounts and records shall be provided promptly by the Sub-
Administrator to the Fund or the Fund's authorized representatives. In the
event the Fund designates a successor to any of the Sub-Administrator's
obligations hereunder, the Sub-Administrator shall, at the expense and direction
of the Fund, transfer to such successor all relevant books, records and other
data established or maintained by the Sub-Administrator under this Agreement.
SECTION 5. STANDARD OF CARE. FFSI, in performing under the terms and
conditions of this Agreement, shall use its best judgment and efforts in
rendering the services described herein, and shall incur no liability for its
status hereunder or for any reasonable actions taken or omitted in good faith.
As an inducement to FFSI's undertaking to render these services, the Fund hereby
agrees to indemnify and hold harmless FFSI, its employees, agents, officers and
trustees, from any and all loss, liability and expense, including any legal
expenses, arising out of FFSI's performance under this Agreement, or status, or
any act or omission of FFSI, its employees, agents, officers and trustees;
provided that this indemnification shall not apply to FFSI's actions taken or
failures to act in cases of FFSI's own bad faith, willful misconduct or gross
negligence in the performance of its duties under this Agreement; and provided
further that FFSI shall give the Fund notice and reasonable opportunity to
defend against any such loss, claim, damage, liability or expense in the name of
the Fund or FFSI, or both. The Fund will be entitled to assume the defense of
any suit brought to enforce any such claim or demand, and to retain counsel of
good standing chosen by the Fund and approved by FFSI, which approval shall not
be withheld unreasonably. In the event the Fund does elect to assume the
defense of any
such suit and retain counsel of good standing approved by FFSI, the defendant or
defendants in such suit shall bear the fees and expenses of any additional
counsel retained by any of them; but in case the Fund does not elect to assume
the defense of any such suit, or in case FFSI does not approve of counsel chosen
by the Fund or FFSI has been advised that it may have available defenses or
claims which are not available or conflict with those available to the Fund, the
Fund will reimburse FFSI, its officers or trustees or the controlling person or
persons named as defendant or defendants in such suit, for the fees and expenses
of any one law firm retained as counsel by FFSI or them. FFSI may, at any time,
waive its right to indemnification hereunder and assume its own defense.
Without limitation of the foregoing:
a) FFSI may rely upon the advice of the Fund or of counsel, who may be
counsel for the Fund or counsel for FFSI, and upon statements of
accountants, brokers and other persons believed by it in good faith to
be expert in the matters upon which they are consulted, and FFSI shall
not be liable to anyone for any actions taken in good faith upon such
statements.
b) FFSI may act upon any oral instruction which it receives and which it
believes in good faith was transmitted by the person or persons
authorized by the Board of the Fund to give such oral instruction.
FFSI shall have no duty or obligation to make any inquiry or effort of
certification of such Oral Instruction.
c) FFSI shall not be liable for any action taken in good faith reliance
upon any written instruction or certified copy of any resolution of
the Board of the Fund, and FFSI may rely upon the genuineness of any
such document or copy thereof reasonably believed in good faith by
FFSI to have been validly executed.
d) FFSI may rely and shall be protected in acting upon any signature,
instruction, request, letter of transmittal, certificate, opinion of
counsel, statement, instrument, report, notice, consent, order, or
other paper document believed by it to be genuine and to have been
signed or presented by the purchaser, Fund or other proper party or
parties.
SECTION 6. EXPENSES. Subject to any agreement by the Sub-Administrator or
other person to reimburse any expenses of the Fund that relate to any Series,
the Fund shall be responsible for and assume the obligation for payment of all
of its other expenses, including: (a) the fee payable under Section 7 hereof;
(b) the fees payable to the Adviser under the Advisory Agreements; (c) the fees
payable to the Administrator under the Administrative Agreement; (d) expenses of
issue, repurchase and redemption of Shares; (e) interest charges, taxes and
brokerage fees and commissions, including the fees and commissions of
introducing brokers; (f) premiums of insurance for the Fund, its Trustees and
officers and fidelity bond premiums; (g) fees, interest charges and expenses of
third parties, including the Fund's Custodian, Transfer Agent, dividend
disbursing agent and Fund Accountant; (h) fees of pricing, interest, dividend,
credit and other reporting services; (i) costs of membership in trade
associations; (j) telecommunications expenses; (l) funds transmission expenses;
(m) auditing, legal and compliance expenses; (n) costs of forming the Fund and
maintaining its existence; (o) to the extent permitted by rule 12b-1 under the
1940 Act, costs of preparing and printing the Series' Prospectuses, subscription
application forms and shareholder reports and delivering them to existing
shareholders; (p) expenses of meetings of shareholders and proxy solicitations
therefore; (q) costs of maintaining books of original entry for portfolio and
fund accounting and other required books and accounts, of calculating the net
asset value of shares of the Fund and of preparing tax returns; (r) costs of
reproduction, stationery and supplies; (s) fees and expenses of the Fund's
Trustees; (t) compensation of the Fund's officers and employees who are not
employees of the Adviser or Sub-Administrator or their respective affiliated
persons and costs of other personnel (who may be employees of the Adviser, FFSI
or their respective affiliated persons) performing services for the Fund; (u)
costs of Trustee meetings; (v) Securities and Exchange Commission registration
fees and related expenses; (w) state or foreign securities laws registration
fees and related expenses; and (x) all fees and expenses paid by the Fund in
accordance with any distribution plan adopted pursuant to Rule 12b-1 under the
Act or under any shareholder service plan or agreement.
In the event that this agreement is terminated, FFSI shall be reimbursed
for reasonable charges and disbursements associated with promptly transferring
to the Administrator or successor sub-administrator the original or copies of
all accounts and records maintained by FFSI hereunder, and cooperating with, and
providing reasonable assistance to, the Administrator or successor sub-
administrator in the establishment of the accounts and records necessary to
carry out the Administrator's or successor sub-administrators responsibilities.
SECTION 7. COMPENSATION
(a) Promptly after receiving their Administrative or Advisory fees from
the Fund, the Administrator (with respect to all series of the Fund other than
the Xxxxxxxx U.S. Equity Fund) or the Adviser (with respect to Xxxxxxxx U.S.
Equity Fund) shall pay the Sub-Administrator a fee for administrative services
provided to such series by the Sub-Administrator pursuant to this Agreement, at
an annual rate equal to the amount set forth in Schedule B hereto. In the
alternative, the Fund may pay the sub-Administrator directly such fees upon
authorization by the Administrator (with respect to all series of the Fund other
than the Xxxxxxxx U.S. Equity Fund) or the Adviser (with respect to the Xxxxxxxx
U.S. Equity Fund) and the deduction of an equivalent amount from the fees paid
to the Administrator or Adviser. Such fees shall be accrued daily and shall be
payable monthly in arrears on the first day of each calendar month for services
performed under this Agreement during the prior calendar month. If the fees
payable to the Sub-Administrator pursuant to this paragraph 7 begin to accrue
before the end of any month or if this Agreement terminates before the end of
any month, the fees for the period from that date to the end of that month or
from the beginning of that month to the date of termination, as the case may be,
shall be prorated according to the proportion that the period bears to the full
month in which the effectiveness or termination occurs. For purposes of
calculating the monthly fees, the value of the net assets of each Series shall
be computed in the manner specified in its Prospectus for the computation of net
asset value. Upon the termination of this Agreement, the Fund shall pay to the
Sub-Administrator such compensation as shall be payable prior to the effective
date of such termination.
(b) Notwithstanding anything in this Agreement to the contrary, the Sub-
Administrator and its affiliated persons may receive compensation or
reimbursement from the Fund with respect to (i) the provision of services on
behalf of the Series in accordance with any distribution plan adopted by the
Fund pursuant to Rule 12b-1 under the Act, or (ii) the provision of shareholder
support or other services, including fund accounting services.
SECTION 8. EFFECTIVENESS, DURATION AND TERMINATION
(a) EFFECTIVENESS. This Agreement shall become effective on the date
first above written with respect to existing series of the Fund and shall relate
to every other Series as of the date on which the Fund's Registration Statement
relating to the shares of such Series becomes effective.
(b) DURATION: This Agreement shall continue in effect for twelve months
and, thereafter, shall be automatically renewed each year for an additional term
of one year.
(c) TERMINATION. This Agreement may be terminated with respect to a
Series at any time, without the payment of any penalty, (i) by the Board, the
Administrator (with respect to all current and future series of the Fund other
than Xxxxxxxx U.S. Equity Fund), and the Adviser (with respect to Xxxxxxxx U.S.
Equity Fund) on 60 days' written notice to the Sub-Administrator or (ii) by the
Sub-Administrator on 60 days' written notice to the Fund and the Administrator,
and the Adviser, as appropriate. Upon receiving notice of termination by FFSI,
the Fund shall use its best efforts to obtain a successor sub-administrator.
Upon receipt of written notice from the Fund of the appointment of the successor
sub-administrator, and upon payment to FFSI of all fees owed through the
effective termination date, and reimbursement for reasonable charges and
disbursements (as described in Section 6), FFSI shall promptly transfer to the
successor sub-administrator the original or copies of all accounts and records
maintained by FFSI hereunder including, in the case of records maintained on
computer systems, copies of such records in machine-readable form, and shall
cooperate with, and provide reasonable assistance to, the successor sub-
administrator in the establishment of the accounts and records necessary to
carry out the successor sub-administrator's responsibilities. For so long as
FFSI continues to perform any of the services contemplated by this Agreement
after termination of this Agreement (as agreed to by the Fund and FFSI), the
provisions of Sections 5 and 7 hereof shall continue in full force and effect.
SECTION 9. ACTIVITIES OF SUB-ADMINISTRATOR. Except to the extent
necessary to perform its obligations under this Agreement, nothing herein shall
be deemed to limit or restrict the Sub-Administrator's right, or the right of
any of its officers, trustees or employees (whether or not they are a Trustee,
officer, employee or other affiliated person of the Fund) 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, fund, firm, individual or
association.
SECTION 10. COOPERATION WITH INDEPENDENT ACCOUNTANTS. FFSI shall
cooperate with the Fund's independent public accountants and shall take
reasonable action
to make all necessary information available to such accountants for the
performance of their duties.
SECTION 11. SERVICE DAYS. Nothing contained in this Agreement is intended
to or shall require FFSI, in any capacity hereunder, to perform any functions or
duties on any day other than a Fund Business Day. Functions or duties normally
scheduled to be performed on any day which is not a Fund Business Day shall be
performed on, and as of, the next Fund Business Day, unless otherwise required
by law.
SECTION 12. NOTICES. Any notice or other communication required by or
permitted to be given in connection with this Agreement shall be in writing and
shall be delivered in person, or by first-class mail, postage prepaid, or by
overnight or two-day private mail service to the respective party. Notice to
the Fund shall be given as follows until further notice:
Xxxxxxxx Capital Funds (Delaware)
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Notice to FFSI shall be given as follows until further notice:
Forum Financial Services, Inc.
0 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
SECTION 13. MISCELLANEOUS
(a) MODIFICATIONS AND AMENDMENTS. 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) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which, when so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.
(c) CONSTRUCTION IF PROVISION DEEMED ILLEGAL OR INVALID. If any part,
term or provision of this Agreement is held to be illegal, in conflict with any
law or otherwise invalid, the remaining portion or portions shall be considered
severable and not be affected, and the rights and obligations of the parties
shall be construed and enforced as if the Agreement did not contain the
particular part, term or provision held to be illegal or invalid.
(d) SECTION AND PARAGRAPH HEADINGS. Section and Paragraph headings in
this Agreement are included for convenience only and are not to be used to
construe or interpret this Agreement.
(e) NOTICES. Notices, requests, instructions and communications received
by the parties at their respective principal addresses, or at such other address
as a party may have designated in writing, shall be deemed to have been properly
given.
(f) SUCCESSORS AND ASSIGNS. This Agreement shall extend to and shall be
binding upon the parties hereto and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable by the fund
without the written consent of FFSI, or by FFSI, without the written consent of
the Fund authorized or approved by a resolution of the Board.
(g) GOVERNING LAW. This Agreement shall be governed by the laws of the
State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
XXXXXXXX CAPITAL FUNDS XXXXXXXX FUND ADVISERS INC.
(DELAWARE)
__________________________________ ________________________________
Xxxxx X. Luckyn-Xxxxxx, President
FORUM FINANCIAL SERVICES, INC. XXXXXXXX CAPITAL MANAGEMENT
INTERNATIONAL INC.
________________________________ ________________________________
Xxxx X. Xxxxxx, President
DRAFT
XXXXXXXX CAPITAL FUNDS (DELAWARE)
SUB-ADMINISTRATION AGREEMENT
SCHEDULE A
SERIES OF THE FUND
International Equity Fund
Xxxxxxxx U.S. Equity Fund
Xxxxxxxx U.S. Smaller Companies Fund
Xxxxxxxx Latin American Fund
Xxxxxxxx Emerging Markets Fund Institutional Portfolio
SCHEDULE B
SUB-ADMINISTRATION FEES
SERIES FEE AS % OF THE AVERAGE ANNUAL
DAILY NET ASSETS OF THE FUND
International Equity Fund 0.05%
All Other Existing or Future Series 0.10%
The minimum administration fee per series is $25,000, plus $12,000 per
class for any additional classes. FFSI agrees to waive the minimum fee for the
five Series of the Fund listed in Schedule A.
During any period in which Xxxxxxxx Emerging markets Fund Institutional
Portfolio invests all (or substantially all) of its investment assets in a
registered, open-end management investment company, or separate series thereof
("Core Portfolio"), in accordance with Section 12(d)(1)(E) under the Investment
Company Act of 1940, the Administrator (or the Trust in compliance with Section
7 of the Sub-Administration Agreement shall pay the Sub-Administrator a monthly
fee on the first business day of each month based upon the average daily value
of the net assets of the Fund during the preceding month at an annual rate of
0.05% of the average daily value of net assets of the Fund. Forum agrees to
waive this fee, following full waiver of fees payable by the Fund or the Core
Portfolio to Xxxxxxxx Capital Management International Inc. and Xxxxxxxx Fund
Advisors Inc., to the extent necessary to keep the total expense ratio for the
Xxxxxxxx Emerging Markets Fund Institutional Portfolio, including indirect
expenses borne by the Fund as a result of investing in the Core Portfolio, at or
below 1.60% of average daily net assets in the Fund.
