FORUM FUNDS
ADMINISTRATION AGREEMENT
AGREEMENT as amended and restated the 24th day of November, 2003, by and
between Forum Funds, a Delaware business trust, with its principal office and
place of business at Two Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000 (the "Trust"),
and Forum Administrative Services, LLC, a Delaware limited liability company
with its principal office and place of business at Xxx Xxxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxx 00000 ("Forum").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company and
may issue its shares of beneficial interest, no par value (the "Shares"), in
separate series and classes; and
WHEREAS, the Trust offers shares in various series as listed in Appendix A
hereto (each such series, together with all other series subsequently
established by the Trust and made subject to this Agreement in accordance with
Section 6, being herein referred to as a "Fund," and collectively as the
"Funds") and the Trust may in the future offer shares of various classes of each
Fund as listed in Appendix A hereto (each such class together with all other
classes subsequently established by the Trust in a Fund being herein referred to
as a "Class," and collectively as the "Classes");
WHEREAS, the Trust desires that Forum perform certain administrative
services for each Fund and Class thereof and Forum is willing to provide those
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and Forum hereby agree as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Trust hereby appoints Forum, and Forum hereby agrees, to act as
administrator of the Trust for the period and on the terms set forth in this
Agreement.
(b) In connection therewith, the Trust has delivered to Forum copies of (i)
the Trust's Trust Instrument and Bylaws (collectively, as amended from time to
time, "Organic Documents"), (ii) the Trust's Registration Statement and all
amendments thereto filed with the U.S. Securities and Exchange Commission
("SEC") pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), or the 1940 Act (the "Registration Statement"), (iii) the Trust's current
Prospectus and Statement of Additional Information of each Fund (collectively,
as currently in effect and as amended or supplemented, the "Prospectus"), (iv)
each current plan of distribution or similar document adopted by the Trust under
Rule 12b-1 under the 1940 Act ("Plan") and each current shareholder service plan
or similar document adopted by the Trust ("Service Plan"), and (iv) all
procedures adopted by the Trust with respect to the Funds (i.e., repurchase
agreement procedures), and shall promptly furnish Forum with all amendments of
or
supplements to the foregoing. The Trust shall deliver to Forum a certified copy
of the resolution of the Board of Trustees of the Trust (the "Board") appointing
Forum and authorizing the execution and delivery of this Agreement.
SECTION 2. DUTIES OF FORUM AND THE TRUST
(a) Subject to the direction and control of the Board, Forum shall manage
all aspects of the Trust's operations with respect to the Funds except those
that are the responsibility of Forum Advisors, Inc., any other investment
adviser or investment subadviser to a Fund or the Funds (collectively, the
"Adviser") or any other service provider hired by the Trust, all in such manner
and to such extent as may be authorized by the Board.
(b) With respect to the Trust or each Fund, as applicable, Forum shall:
(i) at the Trust's expense, provide the Trust with, or arrange for the
provision of, the services of persons competent to perform such legal,
administrative and clerical functions not otherwise described in this
Section 2(b) as are necessary to provide effective operation of the Trust;
(ii) oversee (A) the preparation and maintenance by the Adviser and the
Trust's custodian, transfer agent, dividend disbursing agent and fund
accountant in such form, for such periods and in such locations as may be
required by applicable United States law, of all documents and records
relating to the operation of the Trust required to be prepared or
maintained by the Trust or its agents pursuant to applicable law; (B) the
reconciliation of account information and balances among the Adviser and
the Trust'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;
(iii) oversee the performance of administrative and professional services
rendered to the Trust by others, including its custodian, transfer agent
and dividend disbursing agent as well as legal, auditing, shareholder
servicing and other services performed for the Funds;
(iv) file or oversee the filing of each document required to be filed by
the Trust in either written or, if required, electronic format (e.g.,
electronic data gathering analysis and retrieval system or "XXXXX") with
the SEC;
(v) assist in and oversee the preparation, filing and printing and the
periodic updating of the Registration Statement and Prospectuses;
(vi) oversee the preparation and filing of the Trust's tax returns;
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(vii) oversee the preparation of financial statements and related reports
to the Trust's shareholders, the SEC and state and other securities
administrators;
(viii) assist in and oversee the preparation and printing of proxy and
information statements and any other communications to shareholders;
(ix) provide the Trust with adequate general office space and facilities
and provide persons suitable to the Board to serve as officers of the
Trust;
(x) assist the Advisers in monitoring Fund holdings for compliance with
Prospectus investment restrictions and assist in preparation of periodic
compliance reports;
(xi) prepare, file and maintain the Trust's Organic Documents and minutes
of meetings of Trustees, Board committees and shareholders;
(xii) with the cooperation of the Trust's counsel, Advisers, the officers
of the Trust and other relevant parties, prepare and disseminate materials
for meetings of the Board;
(xiii) maintain the Trust's existence and good standing under applicable
state law;
(xiv) monitor sales of Shares, ensure that the Shares are properly and duly
registered with the SEC and register, or prepare applicable filings with
respect to, the Shares with the various state and other securities
commissions;
(xv) oversee the calculation of performance data for dissemination to
information services covering the investment company industry, for sales
literature of the Trust and other appropriate purposes;
(xvi) 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 Fund
as a regulated investment company under the Internal Revenue Code of 1986,
as amended (the "Code"), and prepare and distribute to appropriate parties
notices announcing the declaration of dividends and other distributions to
shareholders;
(xvii) advise the Trust and the Board on matters concerning the Trust and
its affairs;
(xviii) calculate, review and account for Fund expenses and report on Fund
expenses on a periodic basis;
(xix) authorize the payment of Trust expenses and pay, from Trust assets,
all bills of the Trust;
(xx) prepare Fund budgets, pro-forma financial statements, expense and
profit/loss projections and fee waiver/expense reimbursement projections on
a periodic basis;
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(xxi) prepare financial statement expense information;
(xxii) assist the Trust in the selection of other service providers, such
as independent accountants, law firms and proxy solicitors; and
(xxii) perform such other recordkeeping, reporting and other tasks as may
be specified from time to time in the procedures adopted by the Board;
provided, that Forum need not begin performing any such task except upon 65
days' notice and pursuant to mutually acceptable compensation agreements.
(c) Forum shall provide such other services and assistance relating to the
affairs of the Trust as the Trust or an Adviser may, from time to time,
reasonably request pursuant to mutually acceptable compensation agreements.
(d) Forum shall maintain records relating to its services, such as
journals, ledger accounts and other records, as are required to be maintained
under the 1940 Act and Rule 31a-1 thereunder. The books and records pertaining
to the Trust that are in possession of Forum shall be the property of the Trust.
The Trust, or the Trust's authorized representatives, shall have access to such
books and records at all times during Forum's normal business hours. Upon the
reasonable request of the Trust, copies of any such books and records shall be
provided promptly by Forum to the Trust or the Trust's authorized
representatives. In the event the Trust designates a successor that assumes any
of Forum's obligations hereunder, Forum shall, at the expense and direction of
the Trust, transfer to such successor all relevant books, records and other data
established or maintained by Forum under this Agreement.
(e) Nothing contained herein shall be construed to require Forum to perform
any service that could cause Forum to be deemed an investment adviser for
purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended, or
that could cause a Fund to act in contravention of the Fund's Prospectus or any
provision of the 1940 Act. Except as otherwise specifically provided herein, the
Trust assumes all responsibility for ensuring that the Trust complies with all
applicable requirements of the Securities Act, the 1940 Act and any laws, rules
and regulations of governmental authorities with jurisdiction over the Trust.
All references to any law in this Agreement shall be deemed to include reference
to the applicable rules and regulations promulgated under authority of the law
and all official interpretations of such law or rules or regulations.
(f) In order for Forum to perform the services required by this Section 2,
the Trust (i) shall cause all service providers to the Trust to furnish any and
all information to Forum, and assist Forum as may be required and (ii) shall
ensure that Forum has access to all records and documents maintained by the
Trust or any service provider to the Trust.
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SECTION 3. STANDARD OF CARE AND RELIANCE
(a) Forum shall be under no duty to take any action except as specifically
set forth herein or as may be specifically agreed to by Forum in writing. Forum
shall use its best judgment and efforts in rendering the services described in
this Agreement. Forum shall not be liable to the Trust or any of the Trust's
shareholders for any action or inaction of Forum relating to any event
whatsoever in the absence of bad faith, willful misfeasance or gross negligence
in the performance of Forum's duties or obligations under this Agreement or by
reason of Forum's reckless disregard of its duties and obligations under this
Agreement.
(b) The Trust agrees to indemnify and hold harmless Forum, its employees,
agents, directors, officers and managers and any person who controls Forum
within the meaning of section 15 of the Securities Act or section 20 of the
Securities Exchange Act of 1934, as amended, ("Forum Indemnitees") against and
from any and all claims, demands, actions, suits, judgments, liabilities,
losses, damages, costs, charges, reasonable counsel fees and other expenses of
every nature and character arising out of or in any way related to Forum's
actions taken or failures to act with respect to a Fund that are consistent with
the standard of care set forth in Section 3(a) or based, if applicable, on good
faith reliance upon an item described in Section 3(d)(a "Claim"). The Trust
shall not be required to indemnify any Forum Indemnitee if, prior to confessing
any Claim against the Forum Indemnitee, Forum or the Forum Indemnitee does not
give the Trust written notice of and reasonable opportunity to defend against
the claim in its own name or in the name of the Forum Indemnitee.
(c) Forum agrees to indemnify and hold harmless the Trust, its employees,
agents, trustees and officers against and from any and all claims, demands,
actions, suits, judgments, liabilities, losses, damages, costs, charges,
reasonable counsel fees and other expenses of every nature and character arising
out of Forum's actions taken or failures to act with respect to a Fund that are
not consistent with the standard of care set forth in Section 3(a). Forum shall
not be required to indemnify the Trust if, prior to confessing any Claim against
the Trust, the Trust does not give Forum written notice of and reasonable
opportunity to defend against the claim in its own name or in the name of the
Trust.
(d) A Forum Indemnitee shall not be liable for any action taken or failure
to act in good faith reliance upon:
(i) the advice of the Trust or of counsel, who may be counsel to the Trust
or counsel to Forum, and upon statements of accountants, brokers and other
persons reasonably believed in good faith by Forum to be expert in the
matters upon which they are consulted;
(ii) any oral instruction which it receives and which it reasonably
believes in good faith was transmitted by the person or persons authorized
by the Board to give such oral instruction. Forum shall have no duty or
obligation to make any inquiry or effort of certification of such oral
instruction;
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(iii) any written instruction or certified copy of any resolution of the
Board, and Forum may rely upon the genuineness of any such document or copy
thereof reasonably believed in good faith by Forum to have been validly
executed; or
(iv) any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report, notice,
consent, order, or other document reasonably believed in good faith by
Forum to be genuine and to have been signed or presented by the Trust or
other proper party or parties;
and no Forum Indemnitee shall be under any duty or obligation to inquire into
the validity or invalidity or authority or lack thereof of any statement, oral
or written instruction, resolution, signature, request, letter of transmittal,
certificate, opinion of counsel, instrument, report, notice, consent, order, or
any other document or instrument which Forum reasonably believes in good faith
to be genuine.
(e) Forum shall not be liable for the errors of other service providers to
the Trust, including the errors of pricing services (other than to pursue all
reasonable claims against the pricing service based on the pricing services'
standard contracts entered into by Forum) and errors in information provided by
an investment adviser (including prices and pricing formulas and the untimely
transmission of trade information), custodian or transfer agent to the Trust.
SECTION 4. COMPENSATION AND EXPENSES
(a) In consideration of the administrative services provided by Forum
pursuant to this Agreement, the Trust shall pay Forum, with respect to each
Portfolio, the fees set forth in Appendix A hereto. These fees shall be accrued
by the Trust 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. Any of the legal services identified in Appendix B hereto may be
provided to the Trust by personnel of the Legal Department of Forum, subject to
satisfaction of the conditions contained in Section 7(c) to the consents and
waivers by the Trust and Forum of any general conflict of interest existing as a
result of the provision of those services. Forum shall not charge the Trust for
providing the legal services identified in Appendix B, except for those matters
designated as Special Legal Services, as to which Forum may charge, and, subject
to review and approval by the Chairman of the Audit Committee or Trust Counsel,
the Trust shall pay, an additional amount as reimbursement of the cost to Forum
of providing the Special Legal Services. Reimbursement 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. Nothing in this Agreement shall
require Forum to provide any of the services listed in Appendix B, and each of
those services may be performed by an outside vendor if appropriate in the
judgment of Forum or the Trust.
If fees begin to accrue in the middle of a month or if this Agreement
terminates before the end of any month, all 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
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termination occurs. Upon the termination of this Agreement with respect to a
Fund, the Trust shall pay to Forum such compensation as shall be payable prior
to the effective date of termination.
(b) Notwithstanding anything in this Agreement to the contrary, Forum and
its affiliated persons may receive compensation or reimbursement from the Trust
with respect to (i) the provision of services on behalf of the Funds in
accordance with any Plan or Service Plan, (ii) the provision of shareholder
support or other services, (iii) service as a trustee or officer of the Trust
and (iv) services to the Trust, which may include the types of services
described in this Agreement, with respect to the creation of any Fund and the
start-up of the Fund's operations.
(c) In connection with the services provided by Forum pursuant to this
Agreement, the Trust, on behalf of each Fund, agrees to reimburse Forum for the
expenses set forth in Appendix A hereto. In addition, the Trust, on behalf of
the applicable Fund, shall reimburse Forum for all expenses and employee time
(at 150% of salary) attributable to any review of the Trust's accounts and
records by the Trust's independent accountants or any regulatory body outside of
routine and normal periodic reviews.
(d) The Trust shall be responsible for and assumes the obligation for
payment of all of its expenses, including: (a) the fee payable under this
Agreement; (b) the fees payable to each Adviser under an agreement between the
Adviser and the Trust; (c) expenses of issue, repurchase and redemption of
Shares; (d) interest charges, taxes and brokerage fees and commissions; (e)
premiums of insurance for the Trust, its trustees and officers and fidelity bond
premiums; (f) fees, interest charges and expenses of third parties, including
the Trust's independent accountant, custodian, transfer agent, dividend
disbursing agent and fund accountant; (g) fees of pricing, interest, dividend,
credit and other reporting services; (h) costs of membership in trade
associations; (i) communications expenses; (j) funds transmission expenses; (k)
auditing, legal and compliance expenses; (l) costs of forming the Trust and
maintaining its existence; (m) costs of preparing, typesetting, filing and
printing the Trust's Prospectuses, subscription application forms and
shareholder reports and other communications and delivering them to existing
shareholders, whether of record or beneficial; (n) expenses of meetings of
shareholders and proxy solicitations therefore; (o) 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 and of preparing tax
returns; (p) costs of reproduction, stationery, supplies and postage and
delivery; (q) record storage, imaging, microfilm and microfiche, (r) fees and
expenses of the Trust's trustees; (s) compensation of the Trust's officers and
employees and costs of other personnel (who may be employees of the Adviser,
Forum or their respective affiliated persons) performing services for the Trust;
(t) costs of Board, Board committee, shareholder and other corporate meetings;
(u) SEC registration fees and related expenses; (v) state, territory or foreign
securities laws registration fees and related expenses; (w) all fees and
expenses paid by the Trust in accordance with any Plan or Service Plan or
agreement related to similar manners; and (x) travel requested by the Trust.
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SECTION 5. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective as between Forum and the Trust on
the date first above written, and shall become effective with respect to a Fund
or a Class on the date that the Trust's Registration Statement with respect to
such Fund or Class becomes effective. Upon effectiveness of this Agreement, it
shall supersede all previous agreements between the parties hereto covering the
subject matter hereof insofar as such Agreement may have been deemed to relate
to the Trust or the Funds.
(b) This Agreement shall continue in effect until terminated, either in its
entirety or with respect to a Fund, as applicable; PROVIDED, HOWEVER, that its
continuance shall be specifically approved or ratified with such frequency and
in the manner required by applicable law.
(c) This Agreement may be terminated at any time, in its entirety or with
respect to a Fund, without the payment of any penalty:
(i) with or without cause, by either party on at least ninety [90] days'
written notice to the other party.
(ii) for cause, by the non breaching party on at least thirty (30) days'
written notice thereof to the other party, if the other party has
materially breached any of its obligations hereunder including, with
respect to Forum, the failure by Forum to act consistently with the
standard of care set forth in Section 3(a); PROVIDED, HOWEVER, that (A) the
termination notice shall describe the breach, and (B) no such termination
shall be effective if, with respect to any breach that is capable of being
cured prior to the date set forth in the termination notice, the breaching
party has cured such breach to the reasonable satisfaction of the
non-breaching party.
(d) Should the Trust exercise its right to terminate this Agreement, the
Trust shall reimburse Forum for Forum's costs associated with the copying and
movement of records and material to any successor person and providing
assistance to any successor person in the establishment of the accounts and
records necessary to carry out the successor's responsibilities ("termination
costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the
contrary, the Trust shall have no obligation to reimburse Forum for such
expenses and employee time if the Trust has terminated this Agreement pursuant
to clause (ii) of subsection (c) above. Forum and the Trust agree that to cover
termination costs, Forum shall receive an amount equal to the average monthly
fees and expenses paid to Forum under this Agreement for the six full months
preceding such termination.
(e) The provisions of Sections 3, 4, 5, 7 and 13 shall survive any
termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this Agreement
nor any rights or obligations under this Agreement may be assigned by any party
without the written
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consent of the other party. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and assigns.
Forum may, without further consent on the part of the Trust, (i) assign this
agreement to any affiliate of Forum or (ii) subcontract for the performance
hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVER, that
Forum shall be as fully responsible to the Trust for the acts and omissions of
any subcontractor as Forum is for its own acts and omissions.
SECTION 6. ADDITIONAL FUNDS AND CLASSES
In the event that the Trust establishes one or more series of Shares or one
or more classes of Shares after the effectiveness of this Agreement, such series
of Shares or classes of Shares, as the case may be, shall become Funds and
Classes under this Agreement. Forum or the Trust may elect not to make any such
series or classes subject to this Agreement.
SECTION 7. CONFIDENTIALITY. Forum agrees to treat all records and other
information related to the Trust as proprietary information of the Trust and, on
behalf of itself and its employees, to keep confidential all such information,
except that Forum may
(a) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the SEC;
(b) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
(c) without limiting the generality of the Sections 7(a) and (b), the Trust
acknowledges that certain legal services may be provided to it by lawyers who
are employed by Forum or its affiliates and who render services to Forum and its
affiliates. A lawyer who provides such services to the Trust, and any lawyer who
supervises such lawyer, although employed generally by Forum or its affiliates,
will have a direct professional attorney-client relationship with the Trust.
Those services for which such a direct relationship will exist are listed in
Appendix C hereto. Provided (i) Forum agrees with any attorney performing legal
services for the Trust to not direct the professional judgment of the attorney
in performing those legal services and (ii) the attorney agrees to disclose to
the Chairman of the Audit Committee or to Trust counsel any circumstance in
which a legal service the attorney proposes to provide relates to a matter in
which the Trust and Forum or the Trust and any other investment company to which
the attorney is providing legal services have divergent legal or economic
interests, each of Forum and the Trust hereby consents to the simultaneous
representation by the attorney of both Forum and the Trust and waives any
general conflict of interest existing in such simultaneous representation, and
the Trust agrees that, in the event the attorney ceases to represent the Trust,
whether at the request of the Trust or otherwise, the attorney may continue
thereafter to represent Forum, and the Trust expressly consents to such
continued representation.
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SECTION 8. FORCE MAJEURE
Forum shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control
including, without limitation, acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdowns, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply. In addition, to the extent
Forum's obligations hereunder are to oversee or monitor the activities of third
parties, Forum shall not be liable for any failure or delay in the performance
of Forum's duties caused, directly or indirectly, by the failure or delay of
such third parties in performing their respective duties or cooperating
reasonably and in a timely manner with Forum.
SECTION 9. ACTIVITIES OF FORUM
(a) Except to the extent necessary to perform Forum's obligations under
this Agreement, nothing herein shall be deemed to limit or restrict Forum's
right, or the right of any of Forum's managers, officers or employees who also
may be a trustee, officer or employee of the Trust, or persons who are otherwise
affiliated persons of the Trust 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, firm, individual or association.
(b) Forum may subcontract any or all of its responsibilities pursuant to
this Agreement to one or more corporations, trusts, firms, individuals or
associations, which may be affiliated persons of Forum, who agree to comply with
the terms of this Agreement; provided, that any such subcontracting shall not
relieve Forum of its responsibilities hereunder. Forum may pay those persons for
their services, but no such payment will increase Forum's compensation from the
Trust.
(c) Without limiting the generality of the Sections 9(a) and (b), the trust
acknowledges that certain legal services may be rendered to it by lawyers who
are employed by Forum or its affiliates and who render services to Forum and its
affiliates. A lawyer who renders such services to the Trust, and any lawyer who
supervises such lawyer, although employed generally by Forum or its affiliates,
will have a direct professional attorney/client relationship with the Trust.
Those services for which such a direct relationship will exist are listed in
Appendix C hereto. Each of Forum and the Trust hereby consents to the
simultaneous representation by such lawyers of both Forum and the Trust, and
waives any conflict of interest existing in such simultaneous representation.
Furthermore, the Trust agrees that, in the event such lawyer ceases to represent
the Trust, whether at the request of the Trust or otherwise, the lawyer may
continue thereafter to represent Forum, and the Trust expressly consents to such
continued representation.
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SECTION 10. COOPERATION WITH INDEPENDENT ACCOUNTANTS
Forum shall cooperate, if applicable, with each Fund's independent public
accountants and shall take reasonable action to make all necessary information
available to the accountants for the performance of the accountants' duties.
SECTION 11. SERVICE DAYS
Nothing contained in this Agreement is intended to or shall require Forum,
in any capacity under this Agreement, to perform any functions or duties on any
day other than a business day of the Trust or of a Fund. Functions or duties
normally scheduled to be performed on any day which is not a business day of the
Trust or of a Fund shall be performed on, and as of, the next business day,
unless otherwise required by law.
SECTION 12. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The trustees of the Trust and the shareholders of each Fund shall not be
liable for any obligations of the Trust or of the Funds under this Agreement,
and Forum agrees that, in asserting any rights or claims under this Agreement,
it shall look only to the assets and property of the Trust or the Fund to which
Forum's rights or claims relate in settlement of such rights or claims, and not
to the trustees of the Trust or the shareholders of the Funds.
SECTION 13. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement.
(b) Except for Appendix A to add new Funds and Classes in accordance with
Section 6, 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.
(c) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of
counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(f) 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
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enforced as if the Agreement did not contain the particular part, term or
provision held to be illegal or invalid.
(g) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the
parties at their respective principal places of business, or at such other
address as a party may have designated in writing, shall be deemed to have been
properly given.
(i) Notwithstanding any other provision of this Agreement, the parties
agree that the assets and liabilities of each Fund of the Trust are separate and
distinct from the assets and liabilities of each other Fund and that no Fund
shall be liable or shall be charged for any debt, obligation or liability of any
other Fund, whether arising under this Agreement or otherwise.
(j) No affiliated person, employee, agent, director, officer or manager of
Forum shall be liable at law or in equity for Forum's obligations under this
Agreement.
(k) Each of the undersigned warrants and represents that they have full
power and authority to sign this Agreement on behalf of the party indicated and
that their signature will bind the party indicated to the terms hereof and each
party hereto warrants and represents that this Agreement, when executed and
delivered, will constitute a legal, valid and binding obligation of the party,
enforceable against the party in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
FORUM FUNDS
By: /S/ Xxxxx X. Xxxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxxx
President
FORUM ADMINISTRATIVE SERVICES, LLC
By: /S/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxx
Director
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FORUM FUNDS
ADMINISTRATION AGREEMENT
APPENDIX A
AS OF NOVEMBER 24, 2003
A. FUNDS, CLASSES AND FEES
--------------------------------------------------------------- ----------------------------------------------------
FUND/SHARE CLASS FEES
--------------------------------------------------------------- ----------------------------------------------------
Austin Global Equity Fund o 0.25%
--------------------------------------------------------------- ----------------------------------------------------
Xxxxx Advisory Intermediate Bond Fund o 0.09% if the combined assets of all funds
Institutional Shares is less than $50 million times the number of
A Shares funds
Xxxxx Advisory Maryland Bond Fund o 0.065% of remaining assets
Institutional Shares o Subject to a $40,000 annual minimum per
A Shares fund
Xxxxx Advisory Value Equity Fund
Institutional Shares
A Shares
Xxxxx Advisory Growth Equity Fund
Institutional Shares
A Shares
Xxxxx Advisory Small-Cap Value Fund
Xxxxx Advisory Small-Cap Growth Fund
Institutional Shares
A Shares
B Shares
Xxxxx Advisory International Fund
Institutional Shares
A Shares
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XX Xxxx Premier Growth Fund o $2,000/month
o 0.10%
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Fountainhead Special Value Fund o 0.10% of the first $100 million
o 0.05% of the remaining assets
o Subject to a $40,000 annual minimum
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Investors Bond Fund o 0.10%
TaxSaver Bond Fund
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Maine TaxSaver Bond Fund o 0.10%
New Hampshire TaxSaver Bond Fund
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Xxxxxxxxxxxx Growth Value Fund o 0.15% of the first $100 million
o 0.10% of remaining assets
o Subject to a $25,000 annual minimum
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FUND/SHARE CLASS FEES
--------------------------------------------------------------- ----------------------------------------------------
Payson Total Return Fund o 0.20%
Payson Value Fund
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Polaris Global Value Fund o 0.10% of the first $150 million
o 0.05% of remaining assets
o Subject to a $40,000 annual minimum
--------------------------------------------------------------- ----------------------------------------------------
Shaker Fund o $2,000/month
Intermediary Shares o 0.10%
A Shares
B Shares
C Shares
--------------------------------------------------------------- ----------------------------------------------------
Xxxxxxx Xxxxx Growth Fund o $2,000/month
o 0.10%
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Note 1. All percentage-based fees are calculated based on the percentage of
annual average daily net assets.
B. OUT-OF-POCKET AND RELATED EXPENSES
The Trust, on behalf of the applicable Fund, shall reimburse Forum for all
out-of-pocket and ancillary expenses in providing the services described in this
Agreement, including but not limited to the cost of (or appropriate share of the
cost of):
(i) regulatory filing fees
(ii) industry data source fees
(iii) internal controls (SAS 70) review and/or audits
(iv) communications
(v) postage and delivery services
(vi) record storage and retention (imaging, microfilm and shareholder record
storage)
(vii) reproduction
(viii) travel requested by the Trust.
Any other expenses incurred by Forum with respect to compliance by the Trust
with any new laws or regulations that come into effect after the date of the
Agreement, or incurred by Forum at the request or with the consent of the Trust,
will be reimbursed by the Trust on behalf of the applicable Fund.
FORUM FUNDS
ADMINISTRATION AGREEMENT
APPENDIX B
LEGAL SERVICES
1. Advise the Trust on compliance with applicable U.S. laws and regulations
with respect to matters that are within the ordinary course of the Trust's
business.
2. Advise the Trust on compliance with applicable U.S. laws and regulations
with respect to matters that are outside the ordinary course of the Trust's
business (*).
3. Liaison with the SEC.
4. Draft correspondences to SEC and respond to SEC comments.
5. Liaison with the Trust's outside counsel.
6. Provide attorney letters to the Trust's auditors.
7. Assist Trust outside counsel in the preparation of exemptive applications,
no-action letters, prospectuses, registration statements and proxy
statements and related material.
8. Prepare exemptive applications, no-action letters, prospectuses,
registration statements and proxy statements and related material, and
draft correspondences to SEC and respond to SEC comments with respect
thereto (*).
9. Prepare prospectus supplements.
10. Review and authorize Section 24 filings.
11. Prepare and/or review agendas and minutes for and respond to inquiries at
board and shareholder meetings regarding applicable U.S. laws and
regulations.
12. Prepare and/or review agreements between the Trust and any third parties.
Note: Items designated with an (*) are Special Legal Services.
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