EXPENSE LIMITATION AGREEMENT Forum Funds c/o Atlantic Fund Administration Three Canal Plaza, Suite 600 Portland, ME 04101
Forum Funds
c/o Atlantic Fund Administration
Three Canal Plaza, Xxxxx 000
Xxxxxxxx, XX 00000
Xxxxxxxxx Asset Management, LLC
00 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Pursuant to this Expense Limitation Agreement (the "Agreement"), Xxxxxxxxx Asset Management, 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, acquired fund fees and expenses, proxy expenses, and extraordinary expenses) for the Xxxxxxxxx Select Fund (the "Fund") do not exceed 1.00% for Investor Shares and 0.75% for Institutional Shares (the "Expense Limitation") through January 31, 2016 (the "Limitation Period"). This Agreement constitutes the whole agreement between the parties and supersedes any previous fee waiver agreement relating to the Fund.
The Fund agrees to repay the Adviser for any advisory fees forgone and any operating expenses in excess of the Expense Limitation that the Adviser reimburses under the Expense Limitation, provided that (i) the repayments do not cause the Fund's total operating expenses (excluding all taxes, interest, portfolio transaction expenses, acquired fund fees and expenses, proxy expenses, and extraordinary expenses) to exceed the annual rate of average daily net assets for the Fund, 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 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 New York 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.
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 concurrent with the termination of the advisory agreement between the Adviser and the Trust 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,
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Title: President
The foregoing Agreement is hereby accepted as of December 12, 2014.
XXXXXXXXX ASSET MANAGEMENT, LLC
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Vice President
Signature page to the Expense Limitation Agreement
