EXHIBIT 9(a)
THE ▇▇▇▇▇▇ TRUST
MANAGEMENT AGREEMENT
AGREEMENT made this 31st day of December, 1992, between The ▇▇▇▇▇▇ Trust
(the "Trust"), a business trust organized under the laws of the State of
Delaware with its principal place of business at ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, and Forum Financial Services, Inc. (the "Manager"), a corporation
organized under the laws of State of Delaware with its principal place of
business at ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "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 desires to employ the Manager to perform administrative
services for certain investment portfolios of the Trust as listed on Schedule A
hereto (each a "Fund" and, collectively, the "Funds") and the Manager is willing
to provide those services on the terms and conditions set forth in this
Agreement;
NOW THEREFORE, the Trust and Manager agree as follows:
SECTION 1. EMPLOYMENT
The Trust hereby employs the Manager, and the Manager agrees, to act as
manager of the Trust for the period and on the terms set forth in this
Agreement. In connection therewith, the Trust has delivered to the Manager
copies of its Trust Instrument and Bylaws, the Trust's Registration Statement
and all amendments thereto filed pursuant to the Securities Act of 1933, as
amended (the "Securities Act") or the Act (the "Registration Statement") and the
current Prospectus and Statement of Additional Information of each Fund
(collectively, as currently in effect and as amended or supplemented, the
"Prospectus") and, shall promptly furnish the Manager with all amendments of or
supplements to the foregoing.
SECTION 2. ADMINISTRATIVE DUTIES
(a) Subject to the direction and control of the Trust's Board of Directors
(the "Board"), the Manager shall manage all aspects of the Trust's operations
with respect to the Funds except those that are the responsibility of ▇▇▇▇▇▇ &
Company or any other investment adviser to a Fund (the "Adviser"), 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, the Manager
shall:
(i) oversee (A) the preparation and maintenance by the Adviser and the
Trust's custodian, transfer agent, dividend disbursing agent and fund accountant
(or if appropriate,
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prepare and maintain) in such form, for such periods and in such
locations as may be required by applicable 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;
(ii) 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 and
shareholder servicing and other services performed for the Funds;
(iii) be responsible for the preparation and the printing of the periodic
updating of the Registration Statement and Prospectus, tax returns,
and reports to shareholders, the Securities and Exchange Commission
and state securities commissions;
(iv) be responsible for the preparation of proxy and information statements
and any other communications to shareholders;
(v) at the request of the Board, provide the Trust with adequate general
office space and facilities and provide persons suitable to the Board
to serve as officers of the Trust;
(vi) provide the Trust with the services of persons, who may be officers of
the Trust, competent to perform such supervisory, administrative and
clerical functions as are necessary to provide effective operations of
the Trust;
(vii) prepare, file and maintain the Trust's governing documents, including
the Trust Instrument, the Bylaws and minutes of meetings of Trustees
and shareholders;
(viii) with the approval of the Trust's counsel and cooperation from the
Adviser and other relevant parties, prepare and disseminate materials
for meetings of the Board of Trustees;
(ix) monitor sales of shares and ensure that such shares are properly and
duly registered with the Securities and Exchange Commission and
applicable state securities commissions;
(x) 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;
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(xi) 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, and prepare and distribute to appropriate parties
notices announcing the declaration of dividends and other
distributions to shareholders;
(xii) oversee the payment of the Trust's expenses; and
(xiii) advise the Trust and the Board on matters concerning the Trust and its
affairs.
(c) The books and records pertaining to the Trust which are in possession
of the Manager shall be the property of the Trust. The Trust, the Adviser or
the authorized representatives of either of them shall have access to such books
and records at all times during the Manager's normal business hours. Upon the
reasonable request of the Trust or the Adviser, copies of any such books and
records shall be provided promptly by the Manager to the Trust, the Adviser or
the authorized representatives of either of them. In the event the Trust
designates a successor to any of the Manager's obligations hereunder, the
Manager shall, at the expense and direction of the Trust, transfer to such
successor all relevant books, records and other data established or maintained
by the Manager under this Agreement.
SECTION 3. STANDARD OF CARE
The Manager shall give the Trust the benefit of its best judgment and
efforts in rendering its services to the Trust and shall not be liable for error
of judgment or mistake of law, for any loss arising out of any investment, or in
any event whatsoever, provided that nothing herein shall be deemed to protect,
or purports to protect, the Manager against any liability to the Trust or to the
security holders of the Trust to which it would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of its
duties hereunder, or by reason of reckless disregard of its obligations and
duties hereunder.
SECTION 4. EXPENSES
Subject to any expense reimbursement arrangements between the Adviser or
others and the Trust, the Trust shall be responsible and assumes the obligation
for payment of all its expenses.
SECTION 5. COMPENSATION
(a) For the services provided by the Manager pursuant to this Agreement,
the Trust shall pay the Manager, with respect to each of the Funds, a fee at an
annual rate equal to the amount set forth in Schedule B hereto. Such fees shall
be accrued by the Trust daily and shall be payable monthly in arrears on the
first day of each calendar month for
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services performed under this Agreement during the prior calendar month. Upon
the termination of this Agreement, the Trust shall pay to the Manager such
compensation as shall be payable prior to the effective date of such
termination.
(b) Notwithstanding anything in this Agreement to the contrary, the
Manager and its affiliated persons may receive compensation or reimbursement
from the Trust with respect to (i) the provision of shareholder support or other
services or (ii) service as a Trustee or officer of the Trust.
SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the date on which the Trust's
Registration Statement relating to the shares of the ▇▇▇▇▇▇ Equity Income Fund,
the ▇▇▇▇▇▇ Approved List Equity Fund and the ▇▇▇▇▇▇ Government Securities Fund
becomes effective and shall relate to every other Fund as of the date on which
the Trust's Registration Statement relating to the shares of such Fund becomes
effective. Upon the effectiveness of this Agreement, it shall supersede all
previous agreements among the Adviser, the Trust and the Manager, or between any
of them, covering the subject matter hereof.
(b) This Agreement shall continue in effect for twelve months and,
thereafter, shall be automatically renewed each year for an additional term of
one year.
(c) This Agreement may be terminated with respect to a Fund at any time,
without the payment of any penalty, (i) by the Trust on 60 days' written notice
to the Adviser and the Manager or (ii) by the Manager on 60 days' written notice
to the Adviser and the Trust.
(d) This Agreement shall terminate automatically in the event of its
assignment.
SECTION 7. ACTIVITIES OF MANAGER
Except to the extent necessary to perform its obligations under this
Agreement, nothing herein shall be deemed to limit or restrict the Manager's
right, or the right of any of its officers, directors or employees (whether or
not they are a trustee, officer, employee or other affiliated person 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.
SECTION 8. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the shareholders of each Fund shall not be
liable for any obligation of the Trust or of the Funds under this Agreement, and
the Manager and the Adviser agree that, in asserting any rights or claims in
connection with any obligation of the Trust or of the Funds under this
Agreement, they shall look only to the assets and
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property of the Trust or the Fund to which the Manager's or Adviser'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 9. MISCELLANEOUS
(a) No provision of this Agreement 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 Trust.
(b) 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 no contain the particular part, term or provision held to be illegal or
invalid.
(c) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(d) 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.
(e) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of New York.
(f) The terms "vote of a majority of the outstanding voting securities,"
"interested person," and "affiliated person" 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.
THE ▇▇▇▇▇▇ TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
President
FORUM FINANCIAL SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
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THE ▇▇▇▇▇▇ TRUST
MANAGEMENT AGREEMENT
SCHEDULE A
FUNDS OF THE TRUST
▇▇▇▇▇▇ Equity Income Fund
▇▇▇▇▇▇ Approved List Equity Fund
▇▇▇▇▇▇ Government Securities Fund
SCHEDULE B
FEES
Fee as a % of
the Annual Average Daily
Fund Net Assets of the Fund
---- ----------------------
▇▇▇▇▇▇ Equity Income Fund 0.10%
▇▇▇▇▇▇ Approved List Equity Fund 0.10%
▇▇▇▇▇▇ Government Securities Fund 0.10%
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