EXHIBIT (D)(8)
FORUM FUNDS
INVESTMENT ADVISORY AGREEMENT
WITH
THE STRATEVEST GROUP, N.A.
AGREEMENT made as of the 14th day of August, 2000, between Forum Funds
(the "Trust"), a business trust organized under the law of the State of Delaware
with its principal place of business at Two ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, and The Stratevest Group, N.A. (the "Adviser"), a corporation organized
under the law of the State of Maine with its principal place of business at ▇▇▇
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WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "Act"), as an open-end, management investment company and
is authorized to issue its shares in separate series and classes; and
WHEREAS, the Adviser is engaged in the business of rendering investment
advice; and
WHEREAS, the Trust desires that the Adviser perform investment advisory
and other services as specified in this Agreement for the investment portfolio
or portfolios of the Trust listed on Schedule A hereto (each a "Fund" and
collectively the "Funds"), each a separate series of the Trust, and the Adviser
is willing to provide those services on the terms and conditions set forth in
this Agreement.
NOW THEREFORE, the Trust and the Adviser agree as follows:
SECTION 1. APPOINTMENT AND DELIVERY OF DOCUMENTS
(a) The Trust hereby appoints the Adviser as investment adviser for
each Fund for the period and on the terms set forth in this Agreement. The
Adviser accepts this appointment and agrees to render its services as investment
adviser for the compensation set forth herein.
(b) The Trust has delivered copies of each of the following documents
and will from time to time furnish the Adviser with any supplements or
amendments to such documents: (i) the Trust Instrument of the Trust, as in
effect on the date hereof ("Trust Instrument"); (ii) the Bylaws of the Trust as
in effect on the date hereof ("Bylaws"); (iii) the Registration Statement under
the Act and the Securities Act of 1933, as amended (the "Securities Act"), as
filed with the Securities and Exchange Commission (the "Commission"), relating
to each Fund and its shares and all amendments thereto ("Registration
Statement"); (iv) the prospectus and statement of additional information
relating to each Fund ("Prospectus"); and (v) all proxy statements, reports to
shareholders, advertising or other materials prepared for distribution to Fund
shareholders or the public, that refer to the Adviser or its clients.
The Trust shall furnish the Adviser with any further documents,
materials or information that the Adviser may reasonably request to enable it to
perform its duties under this Agreement.
SECTION 2. DUTIES OF THE ADVISER
(a) Subject to the direction, control and supervision of the Board of
Trustees of the Trust ("Board"), the Adviser shall direct the investments of
each Fund and shall make decisions with respect to all purchases and sales of
securities and other investment assets in the Fund. To carry out such duties,
the Adviser is hereby authorized, as agent and attorney-in-fact for the Trust,
for the account of, and in the name of the Trust, to place orders and issue
instructions with respect to those transactions of each Fund. In all purchases,
sales and other transactions in securities for each Fund, the Adviser is
authorized to exercise full discretion and act for the Trust in the same manner
and with the same force and effect as the Trust might or
could do with respect to such purchases, sales or other transactions, as well as
with respect to all other things necessary or incidental to the furtherance or
conduct of such purchases, sales or other transactions.
(b) The Adviser will report to the Board at each meeting thereof all
changes in each Fund since the prior report and will also keep the Board
informed of important developments affecting the Trust, the Fund and the
Adviser, and on its own initiative, will furnish the Board from time to time
with such information as the Adviser may believe appropriate for this purpose,
whether concerning the individual companies whose securities are included in the
Fund's holdings, the industries in which they engage, or the economic, social or
political conditions prevailing in each country in which the Fund maintains
investments. The Adviser will also furnish the Board with such statistical and
analytical information with respect to securities in each Fund as the Adviser
may believe appropriate or as the Board reasonably may request.
(c) In making purchases and sales of securities for each Fund, and
otherwise performing its duties hereunder, the Adviser will comply with the Act
and the rules and regulations thereunder, all other applicable federal and state
laws and regulations, the policies set from time to time by the Board as well as
the limitations imposed by the Trust's Trust Instrument, Bylaws, Registration
Statement under the Act and the Securities Act, the limitations in the Act and
in the Internal Revenue Code of 1986, as amended, in respect of regulated
investment companies and the investment objective, policies and restrictions of
the Fund. Without limiting the foregoing, the Adviser agrees that, in placing
orders with broker-dealers for the purchase or sales of portfolio securities, it
shall attempt to obtain quality execution at favorable security prices; provided
that, consistent with section 28(e) of the Securities and Exchange Act of 1934
(the "Exchange Act"), the exercise of the Adviser's fiduciary duties under this
Advisory Agreement, and any other applicable law, the Adviser may allocate
brokerage on behalf of the Trust to broker-dealers who provide research services
and may cause each Fund to pay these broker-dealers a higher amount of
commission than may be charged by other broker-dealers, subject to the Adviser's
determining in good faith that such commission is reasonable in terms either of
the particular transaction or of the overall responsibility of the Adviser to
the Fund and its other clients and that the total commissions paid by the Fund
will be reasonable in relation to the benefits to the Fund over the long term.
In no instance will portfolio securities be purchased from or sold to the
Adviser, or any affiliated person thereof, except in accordance with the federal
securities laws and the rules and regulations thereunder. The Adviser may
aggregate sales and purchase orders of the assets of a Fund with similar orders
being made simultaneously for other accounts advised by the Adviser or its
affiliates. Whenever the Adviser simultaneously places orders to purchase or
sell the same security on behalf of a Fund and one or more other accounts
advised by the Adviser, the orders will be allocated as to price and amount
among all such accounts in a manner believed to be equitable over time to each
account.
(d) The Adviser may from time to time employ or associate with such
persons as the Adviser believes to be particularly fitted to assist in the
execution of the Adviser's duties hereunder, the cost of performance of such
duties to be borne and paid by the Adviser. No obligation may be incurred on the
Trust's behalf in any such respect.
(e) The Adviser will maintain records relating to its portfolio
transactions and placing and allocation of brokerage orders as are required to
be maintained by the Trust under the Act. The Adviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such locations as may be required by applicable law, all documents and
records relating to the services provided by the Adviser under this Agreement
required to be prepared and maintained by the Trust under the Act and the rules
and regulations thereunder, the rules and regulations of any national, state, or
local government entity with jurisdiction over the Trust, including the
Commission and the Internal Revenue Service, including but not limited to,
records relating to Fund transactions and the placing and allocation of
brokerage orders. The books and records pertaining to the Trust that are in
possession of the Adviser 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 the Adviser's normal business hours. Upon the reasonable
request of the Trust, copies of any such books and records shall be provided
promptly by the Adviser to the Trust or the Trust's authorized representatives.
(f) The Adviser shall provide the Trust's custodian and fund accountant
on each business day with such information relating to all transactions
concerning each Fund's assets as the custodian and fund accountant may
reasonably require. In accordance with procedures adopted by the Board, as
amended from time to time, the Adviser is responsible for assisting in the fair
valuation of all portfolio securities and will use its reasonable efforts to
arrange for the provision of a price(s) from a party(ies) independent of the
Adviser for each portfolio security for which the custodian does not obtain
prices in the ordinary course of business from an automated pricing service.
(g) To the extent consistent with all applicable federal and/or state
laws and regulations, the Adviser shall authorize and permit any of its
directors, officers and employees who may be elected as Trustees or officers of
the Trust to serve in the capacities in which they are elected.
SECTION 3. EXPENSES
(a) The Adviser shall waive such portion of its fee or reimburse
expenses of each Fund sufficient to ensure that each Fund's expense ratio does
not exceed any expense limit described in the prospectus or applicable to the
Fund under the laws or regulations of any state in which Fund shares are
qualified for sale (reduced pro rata for any portion of less than a year).
(b) The Trust hereby confirms that, subject to the foregoing, the Trust
shall be responsible and shall assume the obligation for payment of all the
Trust's other expenses, including: (i) interest charges, taxes, brokerage fees
and commissions; (ii) certain insurance premiums; (iii) fees, interest charges
and expenses of the Trust's custodian, transfer agent and dividend disbursing
agent; (iv) telecommunications expenses; (v) the fees and expenses of the
Trust's independent auditors and of the outside legal counsel appointed by the
Board; (vi) costs of the Trust's formation and maintaining its existence; (vii)
costs of preparing and printing the Trust's prospectuses, statements of
additional information, account application forms and shareholder reports and
delivering them to existing and prospective shareholders; (viii) costs of
maintaining books of original entry for portfolio and fund accounting and other
required books and accounts and of calculating the net asset value of shares of
the Trust; (ix) costs of reproduction, stationery and supplies; (x) compensation
of the Trust's Trustees, officers, employees and other personnel performing
services for the Trust who are not officers of the Adviser, of Forum Fund
Services, LLC or of affiliated persons of either; (xi) costs of corporate
meetings; (xii) registration fees and related expenses for registration with the
Commission and the securities regulatory authorities of other countries in which
the Trust's shares are sold; (xiii) state securities law registration fees and
related expenses; (xiv) the fee payable hereunder and fees and out-of-pocket
expenses payable under any distribution, management or similar agreement; and
(xv) all other fees and expenses payable by the Trust under any distribution or
shareholder service plan adopted under Rule 12b-1 under the Act or otherwise.
SECTION 4. STANDARD OF CARE
The Adviser shall use its best judgment and efforts in rendering the
services described in this Agreement. The Adviser shall not be liable to the
Trust for any action or inaction of the Adviser in the absence of bad faith,
willful misconduct or gross negligence or based upon information, instructions
or requests with respect to a Fund made to the Adviser by a duly authorized
officer of the Trust. The Adviser shall not be responsible or liable for any
failure or delay in performance of its obligations under this Agreement caused
by circumstances beyond its reasonable control.
SECTION 5. COMPENSATION
(a) In consideration of the foregoing, the Trust shall pay the Adviser,
with respect to a Fund, a fee at an annual rate as listed in Appendix A hereto.
These fees shall be accrued by the Trust daily and shall be payable monthly in
arrears on the first (1st) business day of each calendar month for services
performed hereunder during the prior calendar month. The Adviser's
reimbursement, if any, of a Fund's expenses as provided in Section 3 hereof,
shall be estimated and accrued daily and paid to the Trust monthly in arrears,
at the same time as the Trust's payment to the Adviser for such month.
(b) No fee shall be payable hereunder with respect to a Fund during any
period in which the Fund invests all (or substantially all) of its investment
assets in a registered, open-end, management investment company, or separate
series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act.
SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION
(a) With respect to a Fund, this Agreement shall become effective upon
the later of: (i) its approval by a majority of the Trust's Trustees, including
a majority of the Trustees who are not interested persons of the Trust and, to
the extent required under section 15(a) of the Act, a majority of the
outstanding voting securities of the Fund to which this Agreement pertains,
voting separately by Fund, or (ii) such later date as the parties shall agree.
(b) This Agreement shall remain in effect with respect to a Fund for a
period of twenty four (24) months from the date of its effectiveness and shall
continue in effect for successive twelve-month periods (computed from each
anniversary date of approval) or for such shorter period as may be specified by
the Board in giving its approval as provided below; provided that such
continuance is specifically approved at least annually: (i) by the Board or by
the vote of a majority of the outstanding voting securities of each Fund; and in
either case, (ii) by a majority of the Trust's Trustees who are not parties to
this Agreement or interested persons of any such party (other than as Trustees
of the Trust); provided further, however, that if the continuation of this
Agreement is not approved as to a Fund, the Adviser may continue to render the
services described herein in the manner and to the extent permitted by the Act
and the rules and regulations thereunder. The annual approvals provided for
herein shall be effective to continue this Agreement from year to year (or such
shorter period referred to above) if given within a period beginning not more
than sixty (60) days prior to such anniversary, notwithstanding the fact that
more than three hundred sixty-five (365) days may have elapsed since the date on
which such approval was last given. The Trust shall promptly notify Adviser
should the Agreement not be renewed pursuant to the procedures set forth in this
paragraph.
(c) This Agreement may be terminated by a Fund at any time, without the
payment of any penalty: (1) by the Board, or by a vote of a majority of the
outstanding voting securities of the Fund on sixty (60) days' written notice to
Adviser; or (2) by the Adviser on sixty (60) days' written notice to the Trust,
with copies to each of the Trust's Trustees at their respective addresses set
forth in the Trust's Registration Statement or at such other address as such
persons may specify to the Adviser. This Agreement shall terminate automatically
and immediately upon assignment by either party.
SECTION 7. ACTIVITIES OF ADVISER
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the Adviser's right, or the
right of any of the Adviser's officers, directors, trustees or employees who may
also be a Trustee, officer or employee of the Trust, or persons otherwise
affiliated with 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.
SECTION 8. REPRESENTATIONS OF ADVISER.
The Adviser represents, warrants and agrees as follows:
(a) The Adviser: (i) is exempt from registration as an investment
adviser under the Investment Advisers Act of 1940, as amended (the "Advisers
Act"); (ii) is not prohibited by the Act or the Advisers Act or otherwise from
performing the services contemplated by this Agreement; (iii) has met, and will
seek to continue to meet for so long as this Agreement remains in effect, any
other applicable federal or state requirements, or the applicable requirements
of any regulatory or industry self-regulatory agency, necessary to be met in
order to perform the services contemplated by this Agreement; (iv) has the
authority to enter into and perform the services contemplated by this Agreement;
and (v) will promptly notify the
Trust of the occurrence of any event that would disqualify the Adviser from
serving as an investment adviser of an investment company under Section 9(a) of
the Act or otherwise.
(b) The Adviser has adopted, or will adopt within forty-five (45) days,
a written code of ethics complying with the requirements of Rule 17j-1 under the
Act and will provide the Board with a copy of such code of ethics, together with
evidence of its adoption. Within fifteen (15) days of the end of the last
calendar quarter of each year that this Agreement is in effect, the president or
a vice-president of the Adviser shall certify that the Adviser has complied with
the requirements of Rule 17j-1 during the previous year and that there has been
no violation of the Adviser's code of ethics or, if such a violation has
occurred, that appropriate action was taken in response to such violation. Upon
the written request of the Trust, the Adviser shall permit the Trust, its
employees or its agents or the appropriate regulatory authority to examine the
reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other
records relevant to the Adviser's code of ethics.
(c) The Adviser will notify the Trust of any change of control of the
Adviser and any changes in the key personnel who are either the portfolio
manager(s) of a Fund or senior management of the Adviser, in each case prior to
or promptly after such change.
SECTION 9 . SUBADVISERS
At its own expense, the Adviser may carry out any of its obligations
under this Agreement by employing, subject to the Adviser's supervision, one or
more persons who are registered as investment advisers under the Advisers Act or
who are exempt from registration thereunder ("Subadvisers"). Each Subadviser's
employment will be evidenced by a separate written agreement approved by the
Board and, if required, by the shareholders of the applicable Fund.
SECTION 10. NOTICES
Any notice or other communication required to be given under this
Agreement shall be in writing or by telex and shall be effective upon receipt.
Notices and communications shall be given, if to the Trust, at:
Forum Funds
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Attn: Secretary
and if to the Adviser, at:
The Stratevest Group, N.A.
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Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇
SECTION 11. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trust's Trustees, in their individual capacities, and a Fund's
shareholders shall not be liable for any obligations of the Trust or of the Fund
under this Agreement, and the Adviser 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 the Adviser's rights or claims relate in
settlement of such rights or claims, and not to the Trustees of the Trust, in
their individual capacities, or Fund shareholders.
SECTION 12. MISCELLANEOUS
(a) No provision of this Agreement with respect to a Fund may be
amended or modified in any manner except by a written agreement properly
authorized and executed by both parties hereto and, if required by the Act, by a
vote of a majority of the outstanding voting securities of the Fund.
(b) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(c) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of Delaware.
(d) The terms "vote of a majority of the outstanding voting
securities," "interested person," "affiliated person," "control," and
"assignment" shall have the meanings ascribed thereto in the Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
FORUM FUNDS
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Vice President
THE STRATEVEST GROUP, N.A.
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Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:Senior Vice-President
FORUM FUNDS
INVESTMENT ADVISORY AGREEMENT
WITH
THE STRATEVEST GROUP, N.A.
SCHEDULE A
AS OF AUGUST 14, 2000
Fee as a % of the
Annual Average Daily Net Assets
Funds of the Fund
Investors Equity Fund 0.65%