FORUM FUNDS
COMPLIANCE SERVICES AGREEMENT
AGREEMENT made as of the 1st of October, 2004, by and between Forum
Funds, a Delaware Business Trust, with its principal office and place of
business at Two ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (the "Trust"), and Forum
Fund Services, LLC, a Delaware limited liability company with its principal
office and place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
("FFS").
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
WHEREAS, the Trust desires that FFS perform certain compliance services
and FFS 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 FFS hereby agree as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Trust hereby appoints FFS, and FFS hereby agrees, to provide a
Chief Compliance Officer ("CCO"), as described in Rule 38a-1 of the 1940 Act
("Rule 38a-1"), to the Trust for the period and on the terms and conditions set
forth in this Agreement.
(b) In connection herewith, the Trust has delivered to FFS copies of:
(i) the Trust's Declaration of Trust and Bylaws (collectively, as amended from
time to time, "Organizational Documents"); (ii) the Trust's current Registration
Statement, as amended or supplemented, 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" or "SAI", as the case may be, or the "Disclosure Documents"); (iv)
each 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"); (v) copies of the Fund's
current annual and semi-annual reports to shareholders; and (vi) all policies,
programs and procedures adopted by the Trust with respect to the Funds (e.g.,
repurchase agreement procedures), and shall promptly furnish FFS with all
amendments of or supplements to the foregoing. The Trust shall deliver to FFS a
certified copy of the resolution of the Board of
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Trustees of the Trust (the "Board") appointing FFS hereunder and authorizing the
execution and delivery of this Agreement.
SECTION 2. DUTIES OF FFS
(a) Subject to the approval of the Board, FFS shall make available a
qualified person to act as the Trust's CCO who is competent and knowledgeable
regarding the federal securities laws. FFS' responsibility for the activities of
the CCO are limited to the extent that the Board shall make all decisions
regarding the designation, termination and level of compensation of the CCO as
provided by Rule 38a-1.
(b) With respect to the Trust, the CCO shall:
(i) Report directly to the Board;
(ii) Review and administer the Trust's compliance program
policies and procedures including those policies and
procedures that provide for oversight of compliance by the
Trust's investment advisers, administrators (as that term is
defined in Rule 0-1 of the 1940 Act), principal underwriters
and transfer agent (collectively, Service Providers") that
relate to the Trust;
(iii) Conduct periodic reviews of the Trust's compliance
program to incorporate any new or changed regulations, best
practice recommendations or other guidelines that may be
appropriate;
(iv) Review no less frequently than annually, the adequacy of
the policies and procedures of the Trust and the Service
Providers and the effectiveness of their implementation;
(v) Apprise the Board of significant compliance events at the
Trust or the Services Providers;
(vi) Design testing methods for the Trust's compliance program
policies and procedures;
(vii) Perform and document periodic testing of certain key
control procedures (as appropriate to the circumstances),
including reviewing reports, investigating exceptions, and
making inquiries of Trust management and Service Providers;
(viii) Conduct periodic site visits Service Providers as
necessary;
(ix) Provide training and deliver updates to the Trust or the
Service Providers, as necessary;
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(x) Establish a quarterly reporting process to the Board,
including both written and oral reports and attend regularly
scheduled board meetings as well as special meetings on an
as-needed basis;
(xi) Prepare a written annual report for the Board that, at a
minimum, address (A) the operation of the Trust's and it's the
Service Providers' policies and procedures since the last
report to the Board; (B) any material changes to such policies
and procedures since the last report; (C) any recommendations
for material changes to the policies and procedures as a
result of the periodic or annual reviews referred to in
Sections 2(b)(iii) and (iv) above; and (D) any "material
compliance matters" (as defined in Rule 38a-1) since the date
of the last report; and
(xii) No less than annually, meet separately with the Trust's
independent Trustees.
(c) With respect to the Trust, FFS shall
(i) Provide compliance support for intermediary agreements
that pertain to the Trust, such as shareholder service and
similar service agreements, other than those agreements for
which FFS is required to provide the services pursuant to the
Distribution Agreement dated February 28, 1999 by and between
the Trust and FFS (the "Distribution Agreement");
(ii) Review and approve communications with the public
including quarterly financial statements not otherwise
required to be reviewed by FFS pursuant to the Distribution
Agreement, for the Trust's compliance with applicable law;
(iii) Subject to the approval of the Board, make available a
qualified person to act as the Trust's Anti-Money Laundering
Compliance Officer who is competent and knowledgeable
regarding the anti-money laundering rules and regulations
applicable to mutual funds.
(iv) Assist the Trust with compliance matters as requested.
(d) FFS shall provide such other services and assistance relating to
the affairs of the Trust as the Trust may, from time to time, reasonably request
pursuant to mutually acceptable compensation and implementation agreements.
(e) FFS shall maintain records relating to its services, such as
compliance policies and procedures, relevant Board presentations, annual
reviews, and other records, as are required to be maintained under the 1940 Act
and Rule 38a-1 thereunder, as well as under the USA PATRIOT Act. Such reports
shall be maintained in the manner and for the periods as are required under the
applicable rule or regulation. The books and records pertaining to the Trust
that are in the possession of FFS shall be the property of the Trust. The Trust,
or the Trust's
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authorized representatives, shall have access to such books and records at all
times during FFS' normal business hours. Upon the reasonable request of the
Trust, copies of any such books and records shall be provided promptly by FFS to
the Trust or the Trust's authorized representatives at the Trust's expense.
(f) Nothing contained herein shall be construed to require FFS to
perform any service that could cause FFS 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 the Trust to act in contravention of the Trust's Prospectus or
any provision of the 1940 Act. Except with respect to FFS' duties as set forth
in this Section 2 and 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 Exchange 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.
(g) In order for FFS to perform the services required by this Section
2, the Trust (i) shall take reasonable steps to encourage all Service Providers
to furnish any and all information to FFS as reasonably requested by FFS, and
assist FFS as may be required and (ii) shall take reasonable steps to obtain the
result that FFS has access to all records and documents maintained by the Trust
or any service provider to the Trust.
SECTION 3. STANDARD OF CARE; LIMITATION OF LIABILITY; INDEMNIFICATION
(a) FFS shall be under no duty to take any action except as
specifically set forth herein or as may be specifically agreed to by FFS in
writing. FFS shall use its best judgment and efforts in rendering the services
described in this Agreement. FFS shall not be liable to the Trust or any of the
Trust's stockholders for any action or inaction of FFS relating to any event
whatsoever in the absence of bad faith, reckless disregard, gross negligence or
willful misfeasance in the performance of FFS' duties or obligations under this
Agreement. Further, FFS shall not liable to the Trust or any of the Trust's
stockholders for any action taken or failure to act in good faith reliance upon:
(i) the advice of Trust counsel;
(ii) any instruction (oral, written or electronic) transmitted by a
person or persons authorized by the Trust or the Board to give such
instruction;
(iii) any certified copy of any resolution of the Board; or
(iv) any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report, notice,
consent, order, or other document signed or presented by the Trust or other
proper party or parties;
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and FFS shall not 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 FFS reasonably believes in good faith to be
genuine.
(b) The Trust agrees to indemnify and hold harmless FFS, its employees,
agents, directors, officers and managers and any person who controls FFS within
the meaning of section 15 of the Securities Act or Section 20 of the Exchange
Act ("FFS Indemnitees"), against and from any and all claims, demands, actions,
suits, judgments, administrative proceedings or investigations, 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 FFS's actions
taken or failures to act with respect to the Trust in connection with the
performance of any duties or obligations under this Agreement (a "FFS Claim");
provided, however, that nothing contained herein shall entitle a FFS Indemnitee
to indemnification with respect to any FFS Claim arising from FFS' own bad
faith, reckless disregard, negligence or willful malfeasance (a "FFS Claim").
For purposes of this Agreement, FFS' bad faith, willful malfeasance, or reckless
disregard shall not include any action taken or not taken by FFS consistent with
the last sentence of Section 3(a). Further, the Trust shall not be required to
indemnify any FFS Indemnitee if, prior to confessing any FFS Claim against the
FFS Indemnitee, FFS or the FFS Indemnitee does not give the Trust written notice
of and reasonable opportunity to defend against the FFS Claim in its own name or
in the name of the FFS Indemnitee.
(c) FFS agrees to indemnify and hold harmless the Trust, its employees,
agents, directors, officers and managers ("Trust Indemnitees"), against and from
any and all claims, demands, actions, suits, judgments, administrative
proceedings and investigations, 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 (i) FFS' actions taken or failures to act with
respect to the Trust that are not consistent with Section 3(a) or (ii) any
breach of FFS' representations set forth in Section 4 (a "Trust Claim"). FFS
shall not be required to indemnify any Trust Indemnitee if, prior to confessing
any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee
does not give FFS written notice of and reasonable opportunity to defend against
the Trust Claim in its own name or in the name of the Trust Indemnitee.
(d) FFS shall not be liable for the errors of other service providers
to the Trust or their systems.
(e) The Trust, and not FFS, shall be solely responsible for approval of
the designation and compensation of the Trust CCO, as well as for removing the
CCO from his or her responsibilities related to the Trust in accordance with
Rule 38a-1. Therefore, notwithstanding the provisions of this section 3, the
Trust shall supervise the activities of the Trust CCO with regard to such
activities.
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SECTION 4. REPRESENTATIONS AND WARRANTIES
(a) FFS represents and warrants to the Trust that:
(i) It is a limited liability company duly organized and existing
and in good standing under the laws of the State of Delaware;
(ii) It is duly qualified to carry on its business in the State
of Maine;
(iii) It is empowered under applicable laws and by its Operating
Agreement to enter into this Agreement and perform its duties
under this Agreement;
(iv) All requisite corporate proceedings have been taken to
authorize it to enter into this Agreement and perform its duties
under this Agreement;
(v) It has access to the necessary facilities, equipment, and
personnel to assist the CCO in the performance of his or her
duties and obligations under this Agreement;
(vi) This Agreement, when executed and delivered, will constitute
a legal, valid and binding obligation of FFS, enforceable against
FFS 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;
(vii) It shall make available a person who is competent and
knowledgeable regarding the federal securities laws and is
otherwise reasonably qualified to act as a CCO and who will, in
the exercise of his or her duties to the Trust, act in good faith
and in a manner reasonably believed by him or her to be in the
best interests of the Trust ;
(viii) It shall compensate the CCO fairly, subject to the Board's
right under any applicable regulation (e.g., Rule 38a-1) to
approve the designation, termination and level of compensation of
the CCO. In addition, it shall not retaliate against the CCO
should the CCO inform the Board of a compliance failure or take
aggressive action to ensure compliance with the federal
securities laws by the Trust or a Service Provider;
(ix) It shall report to the Board promptly if FFS learns about
CCO malfeasance or in the event the CCO is terminated as a CCO by
another Trust; and
(x) It shall report to the Board if at any time the CCO is
subject to the "bad boy" disqualifications as set forth in
Section 15(b)(4) of the Exchange Act or Section 9 of the ▇▇▇▇
▇▇▇.
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(b) The Trust represents and warrants to FFS that:
(i) It is a corporation duly organized and existing and in good
standing under the laws of the State of Delaware and is qualified
to do business and is in good standing under the laws of the
State of New York;
(ii) It is empowered under applicable laws and by its Trust
Documents to enter into this Agreement and perform its duties
under this Agreement;
(iii) All requisite corporate proceedings have been taken to
authorize it to enter into this Agreement and perform its duties
under this Agreement;
(iv) It is an open-end management investment company registered
under the 1940 Act;
(v) This Agreement, when executed and delivered, will constitute
a legal, valid and binding obligation of the Trust, enforceable
against the Trust 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;
(vi) A registration statement under the Securities Act and the
Exchange Act is currently effective and will remain effective and
appropriate State securities law filings have been made and will
continue to be made with respect the Trust; and
(vii) The CCO shall be covered by the Trust's Directors &
Officers/Errors & Omissions Policy (the "Policy"), and the Trust
shall use reasonable efforts to ensure that the CCO's coverage be
(a) reinstated should the Policy be cancelled or (b) continued
after the CCO ceases to serve as the Trust's CCO on substantially
the same terms, and for the same time period (but for a period no
less than six years), as such coverage is provided for the Trust
officers after such persons are no longer officers of the Trust.
The Trust shall provide FFS with proof of current coverage,
including a copy of the Policy, and shall notify FFS immediately
should the Policy be cancelled or terminated.
SECTION 5. COMPENSATION AND EXPENSES
(a) In consideration of the CCO services provided by FFS pursuant
Section 2(a) and (b) of this Agreement and the services provided by FFS pursuant
Section 2(c), the Trust shall pay FFS the fees set forth in Appendix A hereto.
All fees payable hereunder shall be accrued daily by the Trust. The
fees payable for the services listed in Appendix A hereto shall be payable
monthly in arrears on the first business day of each calendar month for services
performed during the prior calendar month. Any out-of-pocket charges incurred by
FFS as set forth in Appendix A shall be paid as incurred. If fees
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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 termination occurs. Upon
the termination of this Agreement, the Trust shall pay to FFS such compensation,
as shall be payable prior to the effective date of termination.
(b) FFS may, with respect to questions of law relating to its services
hereunder, apply to and obtain the advice and opinion of Trust counsel. The
costs of any such advice or opinion shall be borne by the Trust.
(c) FFS shall not be responsible for and will not assume the obligation
for payment of the expenses of the Trust.
SECTION 6. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective on the date indicated above
or such time FFS commences providing services under this Agreement, whichever is
later. Upon effectiveness of this Agreement, this Agreement shall constitute the
entire agreement between the parties and shall supersede all previous agreements
between the parties, whether oral or written relating to the Trust.
(b) This Agreement shall continue in effect until terminated.
(c) This Agreement may be terminated at any time, without the payment
of any penalty (i) by the Board on sixty (60) days' written notice to FFS or
(ii) by FFS on sixty (60) days' written notice to the Trust.
(d) The provisions of this Agreement related to CCO services, including
Sections 2(a) and 2(b), may be terminated at any time by the Board, effective
upon written notice to the CCO, without the payment of any penalty.
(e) The provisions of Sections 2(d), 3, 6(d), 6(e), 7, 8, 10, 11, and
12 shall survive any termination of this Agreement.
(f) This Agreement and the rights and duties under this Agreement
otherwise shall not be assignable by either FFS or the Trust except by the
specific written consent of the other party. All terms and provisions of this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the respective successors and assigns of the parties hereto.
SECTION 7. CONFIDENTIALITY
Each Party shall comply with the laws and regulations applicable to it
in connection with its use of Confidential Information, including, without
limitation, Regulation S-P (if applicable).
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FFS 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 FFS may
(a) Release such other information (i) as approved in writing by the
Trust, which approval shall not be unreasonably withheld and may not be withheld
where FFS is advised by counsel that it may be exposed to civil or criminal
contempt proceedings for failure to release the information (provided, however,
that FFS shall seek the approval of the Trust as promptly as possible so as to
enable the Trust to pursue such legal or other action as it may desire to
prevent the release of such information) or (ii) when so requested by the Trust.
SECTION 8. FORCE MAJEURE
FFS 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, fire, mechanical breakdowns, flood or catastrophe, acts of God,
insurrection, war, riots or failure of the mails, transportation, communication
system or power supply. In addition, to the extent FFS' obligations hereunder
are to oversee or monitor the activities of third parties, FFS shall not be
liable for any failure or delay in the performance of FFS' 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 FFS.
SECTION 9. ACTIVITIES OF FFS
(a) Except to the extent necessary to perform FFS' obligations under
this Agreement, nothing herein shall be deemed to limit or restrict FFS' right,
or the right of any of FFS' managers, officers or employees who also may be a
director, officer or employee of the Trust, or 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) Upon notice to the Trust, FFS may subcontract any or all of its
functions or responsibilities pursuant to this Agreement to one or more persons,
which may be affiliated persons of FFS, who agree to comply with the terms of
this Agreement; provided, that any such subcontracting shall not relieve FFS of
its responsibilities hereunder. FFS may pay those persons for their services,
but no such payment will increase FFS' compensation or reimbursement of expenses
from the Trust.
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SECTION 10. COOPERATION WITH INDEPENDENT PUBLIC ACCOUNTANTS
FFS shall cooperate with the Trust'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. LIMITATION OF STOCKHOLDER AND DIRECTOR LIABILITY
The directors of the Trust and the stockholders of the Trust shall not
be liable for any obligations of the Trust under this Agreement, and FFS agrees
that, in asserting any rights or claims under this Agreement, it shall look only
to the assets and property of the Trust.
SECTION 12. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to the other party
for consequential, special or indirect damages under any provision of this
Agreement.
(b) 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.
(c) This Agreement may be executed by the parties hereto in any number
of counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(d) 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. This Agreement shall be construed as if drafted jointly by both FFS and
Trust and no presumptions shall arise favoring any party by virtue of authorship
of any provision of this Agreement.
(e) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(f) 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.
(g) Nothing contained in this Agreement is intended to or shall require
FFS, in any capacity hereunder, to perform any functions or duties on any day
other than a Trust business day. Functions or duties normally scheduled to be
performed on any day which is not a Trust
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business day shall be performed on, and as of, the next Trust business day,
unless otherwise required by law.
(h) No affiliated person, employee, agent, director, officer or manager
of FFS shall be liable at law or in equity for FFS' obligations under this
Agreement. Except as specifically set forth in Section 3, no person or entity is
a third party beneficiary of this Agreement.
(i) The term "affiliate" and all forms thereof used herein shall have
the meanings ascribed thereto in the 1940 Act.
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:
-----------------------------------
[NAME]
[TITLE]
FORUM FUND SERVICES, LLC
By:
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
President
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FORUM FUNDS
COMPLIANCE SERVICES AGREEMENT
APPENDIX A
AS OF OCTOBER 1, 2004
Funds: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ SMALL CAP GROWTH FUND
FEES:
FOR CCO SERVICES DESCRIBED IN SECTIONS 2(A) AND 2(B):
o $5,625 annual base fee
o $5,000 per Fund per year
FOR COMPLIANCE SERVICES DESCRIBED IN SECTION 2(C):
o 0.75 basis point on average daily net assets
o $5,000 annual base fee
o Subject to a annual minimum of $6,000
o Subject to an annual maximum not to exceed $15,000
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FORUM FUNDS
COMPLIANCE SERVICES AGREEMENT
APPENDIX A
AS OF SEPTEMBER __, 2004
Funds: AUSTIN GLOBAL EQUITY FUND
FEES:
FOR CCO SERVICES DESCRIBED IN SECTIONS 2(A) AND 2(B):
o $7,500 annual base fee
o $5,000 per Fund per year
FOR COMPLIANCE SERVICES DESCRIBED IN SECTION 2(C):
o 2.5 basis points on average daily net assets
o Subject to an annual maximum not to exceed $15,000
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FORUM FUNDS
COMPLIANCE SERVICES AGREEMENT
APPENDIX A
AS OF SEPTEMBER __, 2004
Funds: ▇▇▇▇▇▇ FOCUS FUND
FEES:
FOR CCO SERVICES DESCRIBED IN SECTIONS 2(A) AND 2(B):
o $7,500 annual base fee
o $5,000 per Fund per year
FOR COMPLIANCE SERVICES DESCRIBED IN SECTION 2(C):
o 1.0 basis point on average daily net assets up to $100 million
o 0.5 basis points on average daily net assets in excess of $100 million
o Subject to a annual minimum of $5,000
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FORUM FUNDS
COMPLIANCE SERVICES AGREEMENT
APPENDIX A
AS OF SEPTEMBER __, 2004
Funds: INVESTORS BOND FUND
TAXSAVER BOND FUND
FEES:
FOR CCO SERVICES DESCRIBED IN SECTIONS 2(A) AND 2(B):
o $7,500 annual base fee
o $5,000 per Fund per year
FOR COMPLIANCE SERVICES DESCRIBED IN SECTION 2(C):
o 1.0 basis point on average daily net assets
o Subject to an annual maximum not to exceed $25,000
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FORUM FUNDS
COMPLIANCE SERVICES AGREEMENT
APPENDIX A
AS OF SEPTEMBER __, 2004
Funds: ▇▇▇▇▇ ADVISORY VALUE EQUITY FUND, ▇▇▇▇▇ ADVISORY GROWTH EQUITY FUND,
▇▇▇▇▇ ADVISORY REAL ESTATE FUND, ▇▇▇▇▇ ADVISORY SMALL-CAP GROWTH FUND,
SMALL-CAP VALUE FUND, ▇▇▇▇▇ ADVISORY INTERNATIONAL FUND, ▇▇▇▇▇ ADVISORY
MARYLAND BOND FUND, ▇▇▇▇▇ ADVISORY INTERMEDIATE INCOME FUND
FEES:
FOR CCO SERVICES DESCRIBED IN SECTIONS 2(A) AND 2(B):
o $7,500 annual base fee
o $5,000 per Fund per year (first three Funds)
o $2,500 per Fund per year (each Fund over three)
o $1,500.00 for each investment subadvisor to a Fund
FOR COMPLIANCE SERVICES DESCRIBED IN SECTION 2(C):
o 0.8 basis point on average daily net assets up to $50 million
multiplied by the number of Funds on an annualized basis
o 0.65 basis points on remaining average daily net assets
o Subject to a annual minimum of $3,000 per Fund
o Subject to an annual maximum not to exceed $85,000
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FORUM FUNDS
COMPLIANCE SERVICES AGREEMENT
APPENDIX A
AS OF SEPTEMBER __, 2004
Funds: ▇▇ ▇▇▇▇ PREMIERE GROWTH FUND
FEES:
FOR CCO SERVICES DESCRIBED IN SECTIONS 2(A) AND 2(B):
o $7,500 annual base fee
o $5,000 per Fund per year
FOR COMPLIANCE SERVICES DESCRIBED IN SECTION 2(C):
o 1.0 basis point on average daily net assets
o $2,400 annual base fee
o Subject to an annual maximum not to exceed $15,000
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FORUM FUNDS
COMPLIANCE SERVICES AGREEMENT
APPENDIX A
AS OF SEPTEMBER __, 2004
FUNDS: FOUNTAINHEAD SPECIAL VALUE FUND
FEES:
FOR CCO SERVICES DESCRIBED IN SECTIONS 2(A) AND 2(B):
o $7,500 annual base fee
o $5,000 per Fund per year
FOR COMPLIANCE SERVICES DESCRIBED IN SECTION 2(C):
o 1.0 basis point on average daily net assets up to $100 million
o 0.5 basis points on average daily net assets in excess of $100
million
o Subject to a annual minimum of $4,000
o Subject to an annual maximum not to exceed $15,000
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FORUM FUNDS
COMPLIANCE SERVICES AGREEMENT
APPENDIX A
AS OF SEPTEMBER __, 2004
FUNDS: ICRM SMALL CAP GROWTH FUND
FEES:
FOR CCO SERVICES DESCRIBED IN SECTIONS 2(A) AND 2(B):
o $7,500 annual base fee
o $5,000 per Fund per year
FOR COMPLIANCE SERVICES DESCRIBED IN SECTION 2(C):
o 1.0 basis point on average daily net assets up to $100 million
o 0.5 basis points on average daily net assets in excess of $100
million
o $2,400 annual base fee
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FORUM FUNDS
COMPLIANCE SERVICES AGREEMENT
APPENDIX A
AS OF SEPTEMBER __, 2004
FUNDS: ▇▇▇▇▇▇▇▇▇▇▇▇ GROWTH FUND
FEES:
FOR CCO SERVICES DESCRIBED IN SECTIONS 2(A) AND 2(B):
o $7,500 annual base fee
o $5,000 per Fund per year
FOR COMPLIANCE SERVICES DESCRIBED IN SECTION 2(C):
o 1.5 basis point on average daily net assets up to $100 million
o 1.0 basis points on average daily net assets in excess of $100
million
o Subject to a $3,000 annual minimum per Fund
o Subject to an annual maximum not to exceed $15,000
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FORUM FUNDS
COMPLIANCE SERVICES AGREEMENT
APPENDIX A
AS OF SEPTEMBER __, 2004
FUNDS: PAYSON TOTAL RETURN FUND
PAYSON VALUE FUND
FEES:
FOR CCO SERVICES DESCRIBED IN SECTIONS 2(A) AND 2(B):
o $7,500 annual base fee
o $5,000 per Fund per year
FOR COMPLIANCE SERVICES DESCRIBED IN SECTION 2(C):
o 2.0 basis point on average daily net assets
o Subject to an annual maximum not to exceed $25,000
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FORUM FUNDS
COMPLIANCE SERVICES AGREEMENT
APPENDIX A
AS OF SEPTEMBER __, 2004
FUNDS: POLARIS GLOBAL VALUE FUND
FEES:
FOR CCO SERVICES DESCRIBED IN SECTIONS 2(A) AND 2(B):
o $7,500 annual base fee
o $5,000 per Fund per year
FOR COMPLIANCE SERVICES DESCRIBED IN SECTION 2(C):
o 1.0 basis point on average daily net assets up to $150 million
o 0.5 basis points on average daily net assets in excess of $150
million
o Subject to a $4,000 annual minimum per Fund
o Subject to an annual maximum not to exceed $15,000
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FORUM FUNDS
COMPLIANCE SERVICES AGREEMENT
APPENDIX A
AS OF SEPTEMBER __, 2004
FUNDS: SHAKER FUND
FEES:
FOR CCO SERVICES DESCRIBED IN SECTIONS 2(A) AND 2(B):
o $7,500 annual base fee
o $5,000 per Fund per year
FOR COMPLIANCE SERVICES DESCRIBED IN SECTION 2(C):
o 1.0 basis point on average daily net assets
o $3,000 annual base fee
o Subject to an annual maximum not to exceed $15,000
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FORUM FUNDS
COMPLIANCE SERVICES AGREEMENT
APPENDIX A
AS OF SEPTEMBER __, 2004
FUNDS: JORDAN OPPORTUNITY FUND
FEES:
FOR CCO SERVICES DESCRIBED IN SECTIONS 2(A) AND 2(B):
o $7,500 annual base fee
o $5,000 per Fund per year
FOR COMPLIANCE SERVICES DESCRIBED IN SECTION 2(C):
o 1.0 basis point on average daily net assets up to $100 million
o 0.5 basis points on average daily net assets in excess of $100
million
o Subject to a $5,000 annual minimum per Fund
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FORUM FUNDS
COMPLIANCE SERVICES AGREEMENT
APPENDIX A
AS OF SEPTEMBER __, 2004
FUNDS: ▇▇▇▇▇▇▇ ▇▇▇▇▇ GROWTH FUND
FEES:
FOR CCO SERVICES DESCRIBED IN SECTIONS 2(A) AND 2(B):
o $5,625 annual base fee
o $5,000 per Fund per year
FOR COMPLIANCE SERVICES DESCRIBED IN SECTION 2(C):
o 0.75 basis point on average daily net assets
o $5,000 annual base fee
o Subject to an annual maximum not to exceed $15,000
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FORUM FUNDS
COMPLIANCE SERVICES AGREEMENT
APPENDIX A
AS OF SEPTEMBER __, 2004
B. OUT-OF-POCKET AND RELATED EXPENSES
The Trust, on behalf of the applicable Fund, shall reimburse FFS for the
following out-of-pocket and ancillary expenses:
(i) communications
(ii) postage and delivery services
(iii) record storage and retention (imaging, microfilm and
shareholder record storage)
(iv) reproduction
(v) reasonable travel expenses for the CCO incurred in connection
with his oversight of the compliance programs of the Service
Providers
(vi) reasonable travel expenses incurred in connection with travel
requested by the Board
(vii) other expenses incurred in connection with providing the
services described in this Agreement if approved by the
Administrator
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