FORM OF FORUM FUND SERVICES, LLC
MUTUAL FUND
SALES AND SERVICE AGREEMENT
_____________, 2002
Dear Securities Dealer:
Forum Fund Services, LLC ("we" or "us") invites you (the "Dealer") to
participate in the distribution of the shares of the registered open-end
investment companies or series thereof listed in Appendix A hereto (the "Funds")
for which we serve as principal underwriter, subject to the terms of this
Agreement. We will notify Dealer from time to time of the Funds which are
eligible for distribution and the terms of compensation under this Agreement
(or, if more recently published, the Funds' current prospectus).
1. LICENSING. Both parties represent that they are members in good standing
of the National Association of Securities Dealers, Inc. ("NASD") and both
parties agree to abide by the NASD Conduct Rules. Both parties represent that
they are qualified to act as a broker-dealer in the states or other
jurisdictions where they transact business, and agree to maintain such
registrations, qualifications and membership in good standing in full force and
effect throughout the term of this Agreement. Dealer agrees that termination or
suspension of such membership with the NASD, or of its license to do business by
any state or federal regulatory agency, at any time, shall terminate or suspend
this Agreement forthwith and shall require Dealer to notify us in writing of
such action. This Agreement is in all respects subject to Rule 2830 of the
Conduct Rules of the NASD which shall control any provision to the contrary in
this Agreement.
2. SALES OF FUND SHARES. Dealer may offer and sell shares of each Fund only
at the public offering price applicable to the shares in effect at the time of
each transaction. The procedures relating to all orders and the handling of
orders are subject to the terms of the then current prospectus and statement of
additional information of the Fund (collectively, the "prospectus"), the then
current new account application for the Fund, and our written instructions which
may be issued from time to time. This Agreement is not exclusive, and either
party may enter into similar agreements with third parties.
3. GENERAL DUTIES OF DEALER
Dealer agrees:
(a) To act as principal, or as agent on behalf of your customers, in all
transactions in shares of the Funds except as provided in Section 4 hereof.
Dealer shall not have any authority to act as agent for the issuer (the Funds),
for us, or for any other dealer in any respect, nor will Dealer represent to any
third party that Dealer has such authority or is acting in such capacity.
(b) To purchase shares only from us or from your customers.
(c) To enter orders for the purchase of shares made through Dealer and to
furnish us with copies of such records on request.
(d) To purchase shares from us only for the purpose of covering purchase
orders already received or for your own bonafide investment.
(e) To maintain records of all sales and redemptions of shares made through
Dealer and to furnish us with copies of such records on request.
(f) To distribute prospectuses and reports to your customers in compliance
with applicable legal requirements, except to the extent that we expressly
undertake to do so on your behalf.
(g) That Dealer will not withhold placing customers' orders for shares so
as to profit itself as a result of such withholding or place orders for shares
in amounts just below the point at which sales charges are reduced so as to
benefit from a higher sales charge applicable to an amount below the breakpoint.
(h) That Dealer will not purchase any shares from its customers at prices
lower than the redemption or repurchase prices then quoted by the Fund. Dealer
shall, however, be permitted to sell shares for the account of its record owners
to the Fund at the repurchase prices currently established for such shares and
may charge the owner a fair commission for handling the transaction.
(i) That if any shares confirmed to Dealer hereunder are repurchased or
redeemed by any of the Funds within seven business days after such confirmation
of Dealer's original order, Dealer shall refund to us the full concession
allowed to Dealer on such orders. We shall pay to the appropriate Fund our
share, if any, of the "charge" on the original sale and shall also pay to such
Fund the refund from Dealer as herein provided. We shall notify Dealer of such
repurchase or redemption within a reasonable time after settlement. Termination
or cancellation of this Agreement shall not relieve Dealer or us from the
requirements of this subparagraph.
(j) That if payment for the shares purchased is not received within the
time customary or the time required by law for such payment, the sale may be
canceled without any responsibility or liability on our part or on the part of
the Funds, or at our option, we may sell the shares which Dealer ordered back to
the Funds, in which latter case we may hold Dealer responsible for any loss to
the Funds or loss of profit suffered by us resulting from Dealer's failure to
make payment. We shall have no liability for any check or other item returned
unpaid to Dealer after Dealer has paid us on behalf of a purchaser. We may
refuse to liquidate the investment unless we receive the purchaser's signed
authorization for the liquidation.
(k) That Dealer shall assume responsibility for any loss to the Funds
caused by a correction made subsequent to trade date, provided such correction
was not based on any error, omission or negligence on our part, and that Dealer
will immediately pay such loss to the Funds upon notification.
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(l) That if on a redemption which Dealer has ordered, instructions in
proper form, including outstanding certificates, are not received within the
time customary or the time required by law, the redemption may be canceled
without any responsibility or liability on our part or on the part of any Fund,
or at our option, we may buy the shares redeemed on behalf of the Fund, in which
latter case we may hold Dealer responsible for any loss to the Fund or loss of
profit suffered by us resulting from Dealer's failure to settle the redemption.
4. DUTIES OF DEALER - RETIREMENT ACCOUNTS. In connection with orders for
the purchase of shares on behalf of an individual retirement account,
self-employed retirement plan or other retirement accounts, Dealer shall act as
agent for the custodian or trustee of such account or plan (solely with respect
to the time of receipt of the application and payments), and Dealer shall not
place such an order until Dealer has received from the account or plan payment
for the purchase and, if the purchase represents the initial contribution to the
account or plan, the completed documents necessary to establish the account or
plan. Xxxxxx agrees to indemnify us, the Fund and the Fund's transfer agent, as
applicable, for any claim, loss, or liability resulting from incorrect
investment instructions received from Dealer with respect to any such account or
plan which cause a tax liability or other tax penalty.
5. CONDITIONAL ORDERS; CERTIFICATES. We will not accept from Dealer any
conditional orders for shares of any Fund. Delivery of certificates for shares
purchased shall be made by the Funds only against constructive receipt of the
purchase price, subject to deduction for Dealer's concession and our portion of
the sales charge, if any, on such sale. No stock certificates for shares of any
Fund will be issued unless specifically requested.
6. DEALER COMPENSATION
(a) On each purchase of shares by Dealer from us, the total sales charges
and your dealer concessions (if any) shall be as stated in each Fund's then
current prospectus, subject to NASD rules and applicable state and federal laws.
Such sales charges and dealer concessions are subject to reductions under a
variety of circumstances as described in the Funds' prospectuses. For an
investor to obtain these reductions, we must be notified at the time of the sale
that the sale qualifies for the reduced charge. If Dealer fails to notify us of
the applicability of a reduction in the sales charge at the time the trade is
placed, neither we nor any of the Funds will be liable for amounts necessary to
reimburse any investor for the reduction which should have been effected. There
is no sales charge or discount to related dealers on the reinvestment of
dividends.
(b) In accordance with the Funds' prospectuses, we or our affiliates may,
but are not obligated to, make payments to dealers from our own resources as
compensation for certain sales which are made at net asset value and are not
subject to any contingent deferred sales charges ("Qualifying Sales"). If Dealer
notifies us of a Qualifying Sale, we may make a contingent advance payment up to
the maximum amount available for payment on the sale. We reserve the right to
withhold advances to any dealer, if for any reason we believe that we may not be
able to recover unearned advances from such dealer. In addition, dealers will
generally be required to
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enter into a supplemental agreement with us with respect to such compensation
and the repayment obligation prior to receiving any payments.
7. REDEMPTIONS. Redemptions or repurchases of shares will be made at the
net asset value of such shares, less any applicable deferred sales or redemption
charges, in accordance with the applicable prospectus.
8. EXCHANGES. Telephone exchange orders will be effective only for shares
in plan balance (uncertificated shares) or for which share certificates have
been previously deposited and may be subject to any fees or other restrictions
set forth in the applicable prospectuses. Dealer may charge the shareholder a
fair commission for handling an exchange transaction. Exchanges from a Fund sold
with no sales charge to a Fund which carries a sales charge, and exchanges from
a Fund of shares sold with a sales charge to a Fund which carries a higher sales
charge may be subject to a sales charge in accordance with the terms of each
Fund's prospectus. Dealer shall comply with any additional exchange policies
described in each Fund's prospectus.
9. TRANSACTION PROCESSING. All orders are subject to acceptance by us and
by the Fund or its transfer agent, and become effective only upon confirmation
by us. If required by law, each transaction shall be confirmed in writing on a
fully disclosed basis and if confirmed by us, a copy of each confirmation shall
be sent simultaneously to Dealer if Dealer so requests. All sales are made
subject to receipt of shares by us from the Funds. We reserve the right in our
discretion, without notice, to suspend the sale of shares or withdraw the
offering of shares entirely. Telephone orders will be effected at the price(s)
next computed on the day they are received from Dealer if, as set forth in each
Fund's current prospectus, they are received prior to the time the price of the
Fund's shares is calculated. Orders received after that time will be effected at
the price(s) computed on the next business day. All orders must be paid by check
or wire payable to the order of the Fund, which reserves the right to delay
issuance or transfer of shares until such payment is available in investable
Federal Funds. All orders must be drawn payable in U.S. dollars on a U.S. bank,
for the full amount of the investment.
10. MULTIPLE CLASSES. We may from time to time provide to Dealer written
compliance guidelines or standards relating to the sale or distribution of Funds
offering multiple classes of shares with different sales charges and
distribution-related operating expenses; see Appendix B. These guidelines or
standards are deemed to be written instructions as contemplated in Section 2. In
addition, Dealer agrees to be bound by any applicable rules or regulations of
government agencies or self-regulatory organizations generally affecting the
sale or distribution of Funds offering multiple classes of shares.
11. DISTRIBUTION SERVICES
(a) With regard to those Funds which pay asset-based sales charges
(pursuant to Distribution Plans adopted under Rule 12b-1 under the Investment
Company Act of 1940 ("1940 Act"), as noted on Appendix B hereto (or, if more
recently published, the Fund's current prospectus), we hereby appoint Dealer to
render or cause to be rendered distribution and sales services to the Funds and
their shareholders.
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(b) The services to be provided under Paragraph (a) above may include, but
are not limited to, the following:
(i) reviewing the activity in Fund accounts;
(ii) providing training and supervision of its personnel;
(iii)maintaining and distributing current copies of prospectuses and
shareholder reports;
(iv) advertising the availability of its services and products;
(v) providing assistance and review in designing materials to send to
customers and potential customers and developing methods of making
such materials accessible to customers and potential customers; and
(vi) responding to customers' and potential customers' questions about the
Funds.
(c) During the term of this Agreement, we will pay Dealer asset-based sales
charges for each Fund as set forth in Appendix B to this Agreement (or, if more
recently published, the Fund's current prospectus). Payment is made only upon
receipt by us of Rule 12b-1 payments from the applicable fund.
12. SHAREHOLDER SERVICES
(a) With regard to those Funds which pay a Shareholder Service Fee to
Dealer, as noted on Appendix C hereto (or, if more recently published, the
Fund's current prospectus), Dealer agrees to render or cause to be rendered
personal services to shareholders of the Funds and/or the maintenance of
accounts of shareholders of the Funds ("Shareholder Services"). Dealer agrees to
provide Shareholder Services which in your best judgment are necessary or
desirable for your customers who are investors in the Funds. Xxxxxx further
agrees to provide us, upon request, a written description of the Shareholder
Services which Dealer is providing hereunder. Shareholder Services include:
(i) answering shareholder inquiries regarding the manner in which
purchases, exchanges and redemptions of shares of the Fund may be
effected and other matters pertaining to the Fund's services;
(ii) providing necessary personnel and facilities to establish and maintain
shareholder accounts and records;
(iii)assisting shareholders in arranging for processing purchase, exchange
and redemption transactions;
(iv) arranging for the wiring of funds;
(v) guaranteeing shareholder signatures in connection with redemption
orders and transfers and changes in shareholder-designated accounts;
(vi) integrating periodic statements with other shareholder transactions;
and
(vii)providing such other related services as the shareholder may request.
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(b) During the term of this Agreement, we will pay Shareholder Service Fees
to Dealer as set forth in Appendix C hereto (or, if more recently published, the
Fund's current prospectus). To enable the Fund to comply with an applicable law,
Dealer represents that the fees received pursuant to this Agreement will be
disclosed to your customers, will be authorized by your customers (either
directly or by operation of applicable law), and will not result in an excessive
fee to Dealer.
13. REGISTRATION OF SHARES AND BLUE SKY. Dealer will not offer or sell
shares except under circumstances that will result in compliance with the
applicable Federal and state securities laws and in connection with sales and
offers to sell shares Dealer will furnish to each person to whom any such sale
or offer is made, a copy of the applicable, then current, prospectus and
Statement of Additional Information, if requested. We shall notify Dealer of the
states or other jurisdictions in which each Fund's shares are currently
available for sale to the public as set forth in Appendix D. We shall have no
obligation to register or make available Fund shares in any state or other
jurisdiction.
Dealer shall track and maintain "blue sky" information and report that
information on a periodic basis to the transfer agent of the Funds in a form as
agreed from time to time by Dealer and the transfer agent in order for us to
report required information to the various states and jurisdictions in which a
Fund's shares are registered.
We shall have no responsibility, under the laws regulating the sale of
securities in any U.S. or foreign jurisdiction, for the qualification or status
of persons selling Fund shares or for the manner of sale of Fund shares. Nothing
in this Agreement, however, shall be deemed to be a condition, stipulation or
provision binding any person acquiring any security to waive compliance with any
provision of the Securities Act of 1933, or of the rules and regulations of the
Securities and Exchange Commission, or to relieve the parties hereto from any
liability arising under the Securities Act of 1933.
14. FUND INFORMATION. No person is authorized to give any information or
make any representations concerning shares of any Fund except those contained in
the Fund's current prospectus or in materials issued by us as information
supplemental to such prospectus. We will supply prospectuses and statements of
additional information, reasonable quantities of reports to shareholders,
supplemental sales literature, sales bulletins, and additional information as
issued. Dealer agrees not to use other advertising or sales material relating to
the Funds except that which (a) conforms to the requirements of any applicable
laws or regulations of any government or authorized agency in the U.S. or any
other country, having jurisdiction over the offering or sale of shares of the
Funds, and (b) is approved in writing by us in advance of such use. Such
approval may be withdrawn by us in whole or in part upon notice to Dealer, and
Dealer shall, upon receipt of such notice, immediately discontinue the use of
such sales literature, sales material and advertising. Dealer is not authorized
to modify or translate any such materials without our prior written consent. Any
printed information furnished by us other than the then current prospectus and
statement of additional information for each Fund, periodic reports and proxy
solicitation materials are our sole responsibility and not the responsibility of
the Funds,
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and Dealer agrees that the Funds shall have no liability or responsibility to
Dealer in these respects unless expressly assumed in connection therewith.
15. INDEMNIFICATION.
(a) Dealer shall indemnify and hold harmless us, each Fund, the transfer
agents of the Funds, and their respective subsidiaries, affiliates, officers,
directors, agents and employees from all direct or indirect liabilities, losses
or costs (including reasonable attorneys fees) arising from, related to or
otherwise connected with: (i) any breach by Dealer of any provision of this
Agreement; (ii) any violation of Federal or State securities laws or the rules
of any Self-Regulatory Organization; or (iii) any actions or omissions by us,
any Fund, the transfer agent of the Funds, and their subsidiaries, affiliates,
officers, directors, agents and employees made in reliance upon any oral,
written or computer or electronically transmitted instructions believed to be
genuine and to have been given by or on behalf of Dealer.
(b) We shall indemnify and hold harmless Dealer and its subsidiaries,
affiliates, officers, directors, agents and employees from and against any and
all direct or indirect liabilities, losses or costs (including reasonable
attorneys fees) arising from, related to or otherwise connected with: (i) any
breach by us of any provision of this Agreement; (ii) any violation of Federal
or State securities laws or the rules of any Self-Regulatory Organization; or
(iii) any alleged untrue statement of a material fact contained in any Fund's
Registration Statement or Prospectus, or as a result of or based upon any
alleged omission to state a material fact required to be stated therein or
necessary to make the statements contained therein not misleading.
(c) The agreement of the parties in this Paragraph to indemnify each other
is conditioned upon the party entitled to indemnification ("Indemnified Party")
giving notice to the party required to provide indemnification ("Indemnifying
Party") promptly after the summons or other first legal process for any claim as
to which indemnity may be sought is served on the Indemnified Party. The
Indemnified Party shall permit the Indemnifying Party to assume the defense of
any such claim or any litigation resulting from it, provided that counsel for
the Indemnifying Party (which approval shall not unreasonably be withheld) shall
conduct the defense of such claim or any litigation resulting from it, and that
the Indemnified Party may participate in such defense at its expense. The
failure of the Indemnified Party to give notice as provided in this paragraph
(c) shall not relieve, the Indemnifying Party from any liability other than its
indemnity obligation under this Paragraph. No Indemnifying Party, in the defense
of any such claim or litigation, shall, without the consent of the Indemnified
Party, consent to entry of any judgment or enter into any settlement that does
not include as an unconditional term the giving by the claimant or plaintiff to
the Indemnified Party of a release from all liability in respect to such claim
or litigation.
(d) The provisions of Sections 6, 11, 12, 14 and 15 shall survive the
termination of this Agreement.
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16. EFFECTIVENESS, AMENDMENT, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement may be amended by us at any time by written notice to
Dealer and your placing of an order or acceptance of payments of any kind after
the effective date and receipt of notice of any such amendment shall constitute
your acceptance of such amendment.
(b) This Agreement shall continue in effect until terminated.
(c) This Agreement may be terminated by either party, without penalty, upon
ten days' written notice to the other party. This Agreement shall inure to the
benefit of the successors and assigns of either party hereto, provided, however,
that Dealer may not assign this Agreement without our prior written consent.
This Agreement shall terminate immediately upon the appointment of a trustee
under the Securities Investor Protection Act or immediately upon any other act
of insolvency by Dealer. This Agreement may also be terminated at any time for
any particular Fund without penalty by the vote of a majority of the members of
the Board of Directors or Trustees of such Fund or by the vote of a majority of
the outstanding voting securities of the Fund. The termination of this Agreement
shall have no effect upon transactions entered into prior to the effective date
of termination. A trade placed by Dealer subsequent to your voluntary
termination of this Agreement will not serve to reinstate this Agreement.
Reinstatement will only be effective upon written notification by us.
17. ANTI-MONEY LAUNDERING PROGRAM
(a) The Dealer has in place an anti-money laundering program ("AML
Program") that is now and will continue to be reasonably designed to comply with
applicable laws and regulations, including the relevant provisions of the USA
PATRIOT Act (Pub. L. No. 107-56 (2001)) and all implementing rules and
regulations, as well as all related governmental and self-regulatory
organization rules and regulations. As part of your AML Program, Dealer will
take steps to identify customers for whom it acts in its dealings with the Fund
and will monitor customer transactions in order to detect and, where
appropriate, report suspicious activities.
(b) The Dealer further agrees to promptly notify us should it become aware
of any change in or inability to comply with the above representation and
warranty.
(c) The Dealer further agrees that it is in compliance with all applicable
law.
In addition, we, on our own behalf and on behalf of the Funds, hereby
provide notice to the Dealer that we and/or the Fund reserve the right to make
inquires of and request additional information from the Dealer regarding its AML
program.
18. PRIVACY. The parties each acknowledge that certain information made
available to the other party hereunder may be deemed nonpublic personal
information under the Xxxxx-Xxxxx-Xxxxxx Act, other federal or state privacy
laws (as amended) and the rules and regulations promulgated thereunder
(collectively, the "Privacy Laws"). The parties hereby agree (i) not to disclose
or use such information except as required to carry out their respective duties
under this
8
Agreement or as otherwise permitted by law in their ordinary course of business,
(ii) to establish and maintain procedures reasonably designed to assure the
security and privacy of all such information and (iii) to cooperate with each
other and provide reasonable assistance in ensuring compliance with such Privacy
Laws to the extent applicable to either or both of the parties. This provision
shall survive termination of the Agreement.
19. SETOFF. Should any of your concession accounts with us have a debit
balance, we may offset and recover the amount owed from any other account Dealer
has with us, without notice or demand to Dealer.
20. DISPUTE RESOLUTION. In the event of a dispute concerning any provision
of this Agreement, either party may require the dispute to be submitted to
binding arbitration under the commercial arbitration rules of the NASD or the
American Arbitration Association. Judgment upon any arbitration award may be
entered by any state or federal court having jurisdiction.
21. MISCELLANEOUS
(a) This Agreement shall be construed in accordance with the laws of the
State of New York, not including any provision which would require the general
application of the law of another jurisdiction.
[Balance left blank intentionally.]
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(b) All written communications to us must be sent to the following address:
Forum Fund Services, LLC
Two Portland Square
Portland, Maine 04101
Attention: Xxxx XxXxxxxxxx
All written communications to Dealer will be sent to your address listed below.
(c) This Agreement is cumulative and supersedes any agreement previously in
effect. It shall be binding upon the parties hereto when signed by us and
accepted to Dealer.
FORUM FUND SERVICES, LLC
By: /s/ XXXX X. XXXXXX
Xxxx X. Xxxxxx
President
____________________________________________________________
DEALER NAME
By: ____________________________________________________________________________
(Signature)
________________________________________________________________________________
Name and Title
________________________________________________________________________________
Address
________________________________________________________________________________
Operations Contact
Telephone: _____________________________
E-Mail: ________________________________
Clears Through (if applicable): ________________________________________________
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FORUM FUND SERVICES, LLC
MUTUAL FUND
SALES AND SERVICES AGREEMENT
APPENDIX A
FUNDS DISTRIBUTED BY FORUM FUND SERVICES, LLC
FORUM FUNDS
Daily Assets Treasury Obligations Fund
Daily Assets Government Fund
Daily Assets Government Obligations Fund
Daily Assets Cash Fund
Investors Bond Fund
TaxSaver Bond Fund
Maine TaxSaver Bond Fund
New Hampshire TaxSaver Bond Fund
Payson Balanced Fund
Equity Index Fund
Payson Value Fund
Austin Global Equity Fund
Polaris Global Value Fund
Brown Advisory Small-Cap Growth Fund
Brown Advisory Growth Equity Fund
Brown Advisory Maryland Bond Fund
Brown Advisory Intermediate Bond Fund
Brown Advisory Fundamental Opportunity Fund
Brown Advisory International Fund
Xxxxxxxxxxxx Growth Value Fund
The Advocacy Fund
Shaker Fund
Xxxxxxx Xxxxx Growth Fund
XX Xxxx Premier Growth Fund
Fountainhead Special Value Fund
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FORUM FUNDS MUTUAL FUND
SALES AND SERVICE
AGREEMENT
APPENDIX B
FEE SCHEDULE
(AS AMENDED MARCH 13, 2002)
FORUM FUNDS
EQUITY INDEX FUND
--------------------------------------------------- ----------------------------------- ------------------------------
AMOUNT OF PURCHASE SALES CHARGE DEALER REALLOWANCE
--------------------------------------------------- ----------------------------------- ------------------------------
Less than $50,000 4.00% 3.50%
--------------------------------------------------- ----------------------------------- ------------------------------
$50,000 but less than $100,000 3.50% 3.00%
--------------------------------------------------- ----------------------------------- ------------------------------
$100,000 but less than $250,000 3.00% 2.50%
--------------------------------------------------- ----------------------------------- ------------------------------
$250,000 but less than $500,000 2.50% 2.10%
--------------------------------------------------- ----------------------------------- ------------------------------
$500,000 but less than $1,000,000 2.00% 1.70%
--------------------------------------------------- ----------------------------------- ------------------------------
$1,000,000 and over 0.00% 1.00%*
--------------------------------------------------- ----------------------------------- ------------------------------
TAXSAVER BOND FUND INVESTORS BOND FUND
--------------------------------------------------- ----------------------------------- ------------------------------
AMOUNT OF PURCHASE SALES CHARGE DEALER REALLOWANCE
--------------------------------------------------- ----------------------------------- ------------------------------
Less than $50,000 3.75% 3.25%
--------------------------------------------------- ----------------------------------- ------------------------------
$50,000 but less than $100,000 3.25% 2.75%
--------------------------------------------------- ----------------------------------- ------------------------------
$100,000 but less than $250,000 2.75% 2.25%
--------------------------------------------------- ----------------------------------- ------------------------------
$250,000 but less than $500,000 2.25% 1.85%
--------------------------------------------------- ----------------------------------- ------------------------------
$500,000 but less than $1,000,000 1.75% 1.45%
--------------------------------------------------- ----------------------------------- ------------------------------
$1,000,000 and over 0.00% 1.00%*
--------------------------------------------------- ----------------------------------- ------------------------------
MAINE TAXSAVER BOND FUND NEW HAMPSHIRE TAXSAVER BOND FUND
--------------------------------------------------- ----------------------------------- ------------------------------
AMOUNT OF PURCHASE SALES CHARGE DEALER REALLOWANCE
--------------------------------------------------- ----------------------------------- ------------------------------
Less than $100,000 3.00% 2.50%
--------------------------------------------------- ----------------------------------- ------------------------------
$100,000 but less than $250,000 2.50% 2.00%
--------------------------------------------------- ----------------------------------- ------------------------------
$250,000 but less than $500,000 2.00% 1.60%
--------------------------------------------------- ----------------------------------- ------------------------------
$500,000 but less than $1,000,000 1.50% 1.20%
--------------------------------------------------- ----------------------------------- ------------------------------
$1,000,000 and over 0.00% 1.00%*
--------------------------------------------------- ----------------------------------- ------------------------------
SHAKER FUND (A SHARES)
--------------------------------------------------- ----------------------------------- ------------------------------
AMOUNT OF PURCHASE SALES CHARGE DEALER REALLOWANCE
--------------------------------------------------- ----------------------------------- ------------------------------
$0 to $49,999 5.75% 5.00%
--------------------------------------------------- ----------------------------------- ------------------------------
$50,000 to $99,999 5.00% 4.25%
--------------------------------------------------- ----------------------------------- ------------------------------
$100,000 to $249,999 4.25% 3.50%
--------------------------------------------------- ----------------------------------- ------------------------------
$250,000 to $499,999 3.50% 2.75%
--------------------------------------------------- ----------------------------------- ------------------------------
$500,000 to $999,999 2.75% 2.00%
--------------------------------------------------- ----------------------------------- ------------------------------
$1,000,000 and up 0.00%* 1.00%*
--------------------------------------------------- ----------------------------------- ------------------------------
* No initial sales charge applies on investments of $1 million or more. However,
a CDSC of 1% is imposed on redemptions of such investments within one year of
the date of purchase and a CDSC of 0.50% is imposed if redeemed between one and
two years of the date of purchase. The Distributor pays a sales commission of
1.00% of the offering price to brokers that initiate and are responsible for
purchases of $1 million or more.
SHAKER FUND (B SHARES)
Redemptions within the first six years are subject to a Contingent Deferred
Sales Charge according to the following schedule with shares converted to A
Shares nine years after purchase.
--------------------------- -------------
YEAR OF REDEMPTION CDSC
--------------------------- -------------
1 5%
--------------------------- -------------
2 4%
--------------------------- -------------
3 3%
--------------------------- -------------
4 3%
--------------------------- -------------
5 2%
--------------------------- -------------
6 1%
--------------------------- -------------
7 0%
--------------------------- -------------
8 0%
--------------------------- -------------
The Distributor pays a sales commission of 4% of the offering price of B Shares
to dealers that initiate and are responsible for purchases of B Shares.
Redemptions may be made at net asset value if made in accordance with the terms
of the registration statement. See the SAI for further information.
SHAKER FUND (C SHARES)
Redemption within one year of purchase is subject to a 1% Contingent Deferred
Sales Charge.
The Distributor pays a sales commission of 1% of the offering price of C Shares
to dealers that initiate and are responsible for purchases of C Shares.
Redemptions may be made at net asset value if made in accordance with the terms
of the registration statement. See the SAI for further information.
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BROWNIA SMALL-CAP GROWTH FUND (A SHARES)
--------------------------------------------------- ----------------------------------- ------------------------------
AMOUNT OF PURCHASE SALES CHARGE DEALER REALLOWANCE
--------------------------------------------------- ----------------------------------- ------------------------------
$0 to $49,999 5.50% 5.00%
--------------------------------------------------- ----------------------------------- ------------------------------
$50,000 to $99,999 4.50% 4.00%
--------------------------------------------------- ----------------------------------- ------------------------------
$100,000 to $249,999 3.50% 3.00%
--------------------------------------------------- ----------------------------------- ------------------------------
$250,000 to $499,999 2.50% 2.25%
--------------------------------------------------- ----------------------------------- ------------------------------
$500,000 to $999,999 2.00% 1.75%
--------------------------------------------------- ----------------------------------- ------------------------------
$1,000,000 and up* 0.00% 0.00%
--------------------------------------------------- ----------------------------------- ------------------------------
* No initial sales charge applies on investments of $1 million or more. However,
a Contingent Deferred Sales Charge of up to 1% will be charged on purchases of
$1 million or more that are liquidated in whole or in part within twenty-four
months of purchase. The Distributor pays a sales commission of 1.00% of the
offering price to brokers that initiate and are responsible for purchases of $1
million or more.
BROWNIA SMALL-CAP GROWTH FUND (B SHARES)
Redemptions within the first six years are subject to a Contingent Deferred
Sales Charge according to the following schedule with shares converting to A
Shares after seven years from the end of the calendar month in which the Fund
accepted the applicable purchase.
--------------------------- -------------
YEAR OF REDEMPTION CDSC
--------------------------- -------------
1 5%
--------------------------- -------------
2 4%
--------------------------- -------------
3 3%
--------------------------- -------------
4 3%
--------------------------- -------------
5 2%
--------------------------- -------------
6 1%
--------------------------- -------------
7 0%
--------------------------- -------------
The Distributor pays a sales commission of 4% of the offering price of B Shares
to dealers that initiate and are responsible for purchases of B Shares.
Redemptions may be made at net asset value if made in accordance with the terms
of the registration statement. See the SAI for further information.
BROWNIA SMALL-CAP GROWTH FUND (C SHARES)
Redemption within one year of purchase is subject to a 1% Contingent Deferred
Sales Charge.
The Distributor pays a sales commission of 1% of the offering price of C Shares
to dealers that initiate and are responsible for purchases of C Shares.
Redemptions may be made at net asset value if made in accordance with the terms
of the registration statement. See the SAI for further information.
14
BROWNIA INTERMEDIATE BOND FUND (A SHARES)
--------------------------------------------------- ----------------------------------- ------------------------------
AMOUNT OF PURCHASE SALES CHARGE DEALER REALLOWANCE
--------------------------------------------------- ----------------------------------- ------------------------------
Less than $100,000 1.50% 1.35%
--------------------------------------------------- ----------------------------------- ------------------------------
$100,000 to $499,999 1.25% 1.10%
--------------------------------------------------- ----------------------------------- ------------------------------
$500,000 to $999,999 1.00% 0.90%
--------------------------------------------------- ----------------------------------- ------------------------------
$1,000,000 and up* 0.00% 0.00%
--------------------------------------------------- ----------------------------------- ------------------------------
* No initial sales charge applies on investments of $1 million or more. However,
a CDSC of 0.50% is imposed on purchases of $1 million or more that are
liquidated in whole or in part within two years of purchase. The Distributor
pays a sales commission of 0.50% of the offering price to brokers that initiate
and are responsible for purchases of $1 million or more.
Redemptions may be made at net asset value if made in accordance with the terms
of the registration statement. See the SAI for further information.
15
NOTES
Rights of Accumulation and Letters of Intent are available for funds/classes
with front-end sales charges.
Purchases may be made at net asset value if made in accordance with the terms of
the registration statement. Dealer will receive no discount, commission or other
concession with respect to any such sale at net asset value, but will be
entitled to receive any service fees and/or distribution fees otherwise payable
with respect thereto to the extent provided from time to time in the applicable
prospectus.
12B-1 FEES
1. The following Funds may each pay a 12b-1 fee of up to 0.30% of assets
serviced per year: Daily Assets Treasury Obligations Fund, Daily Assets
Government Obligations Fund and Daily Assets Cash Fund. Daily Assets
Government Fund may pay a 12b-1 fee of up to 0.15% of assets serviced per
year.
2. The Advocacy Fund may pay a 12b-1 fee of up to 0.25% of assets serviced per
year.
3. Shaker Fund A Shares may pay a 12b-1 fee of up to 0.25% of assets serviced
per year. Shaker Fund B and C Shares may each pay a 12b-1 fee of up to
0.75% of assets serviced per year beginning in the 13th month after the
sale and will be paid monthly.
4. BrownIA Intermediate Bond Fund and BrownIA Small-Cap Growth Fund A Shares
may each pay a 12b-1 fee of up to 0.25% of assets serviced per year.
BrownIA Small-Cap Growth Fund B and C Shares may each pay a 12b-1 fee of up
to 0.75% of assets serviced per year.
5. Payment of 12b-1 distribution payments is made only upon receipt by the
Distributor of Rule 12b-1 payments from the applicable Fund.
16
FORUM FUND SERVICES, LLC
MUTUAL FUND
SALES AND SERVICE AGREEMENT
APPENDIX C
SERVICE FEE SCHEDULE
17
FORUM FUND SERVICES, LLC
MUTUAL FUND
SALES AND SERVICE AGREEMENT
APPENDIX D
BLUE SKY SCHEDULE
PLEASE REFER TO THE FOLLOWING PAGES FOR BLUE SKY INFORMATION
18
