As filed with the Securities and Exchange Commission on November 12, 1997
File No. 2-67052
File No. 811-3023
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 50
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 52
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FORUM FUNDS
(Formerly Forum Funds, Inc.)
(Exact Name of Registrant as Specified in its Charter)
Two Portland Square, Portland, Maine 04101
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code: 207-879-1900
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Max Berueffy, Esq.
Forum Financial Services, Inc.
Two Portland Square, Portland, Maine 04101
(Name and Address of Agent for Service)
Copies of Communications to:
Anthony C.J. Nuland, Esq.
Seward & Kissel
1200 G Street, N.W.
Washington, D.C. 20005
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It is proposed that this filing will become effective:
[ ] immediately upon filing pursuant to Rule 485, paragraph (b)
[X] on November 17, 1997 pursuant to Rule 485, paragraph (b)
[ ] 60 days after filing pursuant to Rule 485, paragraph (a)(i)
[ ] 75 days after filing pursuant to Rule 485, paragraph (a)(ii)
[ ] on [ ] pursuant to Rule 485, paragraph (a)(ii)
[X] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
Registrant has registered an indefinite number of shares of beneficial interest
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. Accordingly, no fee is payable herewith. Registrant filed a
Rule 24f-2 notice for its most recent fiscal year ended March 31, 1997, on May
29, 1997.
<PAGE>
Part A offering Investor Shares of Daily Assets Treasury Fund, Daily Assets Cash
Fund, Daily Assets Government Fund, Daily Assets Tax-Exempt Fund and Daily
Assets Treasury Obligations Fund, as filed in Post-Effective Amendment No. 45 to
Registrant's Registration Statement under the Securities Act of 1933 and
Amendment No. 47 to the Registration Statement under the Investment Company Act
of 1940 is incorporated by reference herein in its entirety by the Registrant.
<PAGE>
Part A offering Institutional Shares of Daily Assets Treasury Fund, Daily Assets
Cash Fund, Daily Assets Government Fund, Daily Assets Tax-Exempt Fund and Daily
Assets Treasury Obligations Fund, as filed in Post-Effective Amendment No. 45 to
Registrant's Registration Statement under the Securities Act of 1933 and
Amendment No. 47 to the Registration Statement under the Investment Company Act
of 1940 is incorporated by reference herein in its entirety by the Registrant.
<PAGE>
Part A offering Institutional Service Shares of Daily Assets Treasury Fund,
Daily Assets Cash Fund, Daily Assets Government Fund, Daily Assets Tax-Exempt
Fund and Daily Assets Treasury Obligations Fund, as filed in Post-Effective
Amendment No. 45 to Registrant's Registration Statement under the Securities Act
of 1933 and Amendment No. 47 to the Registration Statement under the Investment
Company Act of 1940 is incorporated by reference herein in its entirety by the
Registrant.
<PAGE>
Part A offering Shares of S&P 500 Index Fund, Investors Equity Fund, Small Cap
Fund, International Equity Fund and Emerging Markets Fund, as filed in
Post-Effective Amendment No. 45 to Registrant's Registration Statement under the
Securities Act of 1933 and Amendment No. 47 to the Registration Statement under
the Investment Company Act of 1940 is incorporated by reference herein in its
entirety by the Registrant.
<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 404(A)
PART A
(All other Prospectuses)
Not Applicable in this Filing
<PAGE>
Part B offering Investor Shares, Institutional Shares and Institutional Service
Shares of Daily Assets Treasury Fund, Daily Assets Cash Fund, Daily Assets
Government Fund, Daily Assets Tax-Exempt Fund and Daily Assets Treasury
Obligations Fund, as filed in Post-Effective Amendment No. 45 to Registrant's
Registration Statement under the Securities Act of 1933 and Amendment No. 47 to
the Registration Statement under the Investment Company Act of 1940 is
incorporated by reference herein in its entirety by the Registrant.
<PAGE>
Part B offering Shares of S&P 500 Index Fund, Investors Equity Fund, Small Cap
Fund, International Equity Fund and Emerging Markets Fund, as filed in
Post-Effective Amendment No. 45 to Registrant's Registration Statement under the
Securities Act of 1933 and Amendment No. 47 to the Registration Statement under
the Investment Company Act of 1940 is incorporated by reference herein in its
entirety by the Registrant.
<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 404(A)
PART B
(All otherStatements of Additional Information)
Not Applicable in this Filing
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS.
Included in the Prospectus:
Financial Highlights.
Included in the Statement of Additional Information:
Audited financial statements for the fiscal year ended March
31, 1997 including Statements of Assets and Liabilities, Statements of
Operations, Statements of Changes in Net Assets, Notes to Financial
Statements, Financial Highlights, Portfolio of Investments and Report
of Independent Auditors were filed with the Securities and Exchange
Commission via EDGAR for: (i) Daily Assets Treasury Fund, Investors
Bond Fund, TaxSavers Bond Fund, Maine Municipal Bond Fund, New
Hampshire Bond Fund, Payson Value Fund, and Payson Balanced Fund on
June 6, 1997, accession number 0000912057-97-019701; (ii) Austin Global
Equity Fund on June 9, 1997, accession number 0001004402-97-000009; and
(iii) Oak Hall Equity Fund on June 6, 1997, accession number
0000912057-97-019699 pursuant to Rule 30b2-1 under the Investment
Company Act of 1940, as amended, and incorporated herein by reference.
Unaudited financial statements for the period October 1, 1996 through
February 28, 1997 including Statements of Assets and Liabilities,
Statements of Operations, Statements of Changes in Net Assets, Notes to
Financial Statements, and Financial Highlights for Daily Assets Cash
Fund are set forth in Appendix B to the SAI.
Daily Assets Government Fund, Daily Assets Tax-Exempt Fund, Daily
Assets Treasury Obligations Fund, S&P 500 Index Fund, Investors Growth
Fund, International Equity Fund, Small Cap Fund and Emerging Markets
Fund. Not Applicable to this filing.
(B) EXHIBITS.
NOTE: * INDICATES THAT THE EXHIBIT IS INCORPORATED HEREIN BY REFERENCE. ALL
REFERENCES TO A POST-EFFECTIVE AMENDMENT ("PEA") OR PRE-EFFECTIVE AMENDMENT
("PREEA") ARE TO PEAS AND PREEAS TO REGISTRANT'S REGISTRATION STATEMENT ON FORM
N-1A, FILE NO. 2-67052.
<PAGE>
(1)* Copy of the Trust Instrument of the Registrant dated August 29, 1995
(filed as Exhibit 1 to PEA No. 34 via EDGAR on May 9, 1996, accession
number 0000912057-96-008780).
(2)* Copy of By-Laws of the Registrant (filed as Exhibit (2) to PEA No. 43
via EDGAR on July 31, 1997, accession number 0000912057-97-025707)
(3) None.
(4) (a) Sections 2.04 and 2.06 of Registrant's Trust Instrument provide as
follows:
"SECTION 2.04 TRANSFER OF SHARES. Except as otherwise provided by
the Trustees, Shares shall be transferable on the records of the Trust
only by the record holder thereof or by his agent thereunto duly
authorized in writing, upon delivery to the Trustees or the Trust's
transfer agent of a duly executed instrument of transfer and such
evidence of the genuineness of such execution and authorization and of
such other matters as may be required by the Trustees. Upon such
delivery the transfer shall be recorded on the register of the Trust.
Until such record is made, the Shareholder of record shall be deemed
to be the holder of such Shares for all purposes hereunder and neither
the Trustees nor the Trust, nor any transfer agent or registrar nor
any officer, employee or agent of the Trust shall be affected by any
notice of the proposed transfer.
"SECTION 2.06 ESTABLISHMENT OF SERIES. The Trust created hereby
shall consist of one or more Series and separate and distinct records
shall be maintained by the Trust for each Series and the assets
associated with any such Series shall be held and accounted for
separately from the assets of the Trust or any other Series. The
Trustees shall have full power and authority, in their sole
discretion, and without obtaining any prior authorization or vote of
the Shareholders of any Series of the Trust, to establish and
designate and to change in any manner any such Series of Shares or any
classes of initial or additional Series and to fix such preferences,
voting powers, rights and privileges of such Series or classes thereof
as the Trustees may from time to time determine, to divide or combine
the Shares or any Series or classes thereof into a greater or lesser
number, to classify or reclassify any issued Shares or any Series or
classes thereof into one or more Series or classes of Shares, and to
take such other action with respect to the Shares as the Trustees may
deem desirable. The establishment and designation of any Series shall
be effective upon the adoption of a resolution by a majority of the
Trustees setting forth such establishment and designation and the
relative rights and preferences of the Shares of such Series. A Series
may issue any number of Shares and need not issue shares. At any time
that there are no Shares outstanding of
<PAGE>
any particular Series previously established and designated, the
Trustees may by a majority vote abolish that Series and the
establishment and designation thereof.
"All references to Shares in this Trust Instrument shall be
deemed to be Shares of any or all Series, or classes thereof, as the
context may require. All provisions herein relating to the Trust shall
apply equally to each Series of the Trust, and each class thereof,
except as the context otherwise requires.
"Each Share of a Series of the Trust shall represent an equal
beneficial interest in the net assets of such Series. Each holder of
Shares of a Series shall be entitled to receive his pro rata share of
all distributions made with respect to such Series. Upon redemption of
his Shares, such Shareholder shall be paid solely out of the funds and
property of such Series of the Trust."
(5) (a)* Form of Investment Advisory Agreement between Registrant and
Forum Advisors, Inc. (filed as Exhibit 5(a) to PEA No. 33 via
EDGAR on January 5, 1996, accession number 0000912057-96-000216).
(b)* Form of Investment Advisory Agreement between Registrant and H.M.
Payson & Co. relating to the Payson Value Fund and the Payson Balanced
Fund (filed as Exhibit 5(b) to PEA No. 33 via EDGAR on January 5,
1996, accession number 0000912057-96-000216).
(c)* Investment Advisory Agreement between Registrant and Quadra Capital
Partners, L.P. (filed as Exhibit (5)(c) to PEA No. 41 via EDGAR on
December 31, 1996, accession number 0000912057-96-030646).
(d)* Investment Subadvisory Agreement between Quadra Capital Partners, L.P.
and Anhalt/O'Connell, Inc. (filed as Exhibit (5)(d) to PEA No. 41 via
EDGAR on December 31, 1996, accession number 0000912057-96-030646).
(e)* Investment Subadvisory Agreement between Quadra Capital Partners, L.P.
and Carl Domino Associates, L.P. (filed as Exhibit (5)(e) to PEA No.
41 via EDGAR on December 31, 1996, accession number
0000912057-96-030646).
(f)* Investment Subadvisory Agreement between Quadra Capital Partners, L.P.
and McDonald Investment Management, Inc. (filed as Exhibit (5)(f) to
PEA No. 41 via EDGAR on December 31, 1996, accession number
0000912057-96-030646).
<PAGE>
(g)* Investment Subadvisory Agreement between Quadra Capital Partners, L.P.
and LM Capital Management, Inc. (filed as Exhibit (5)(g) to PEA No. 41
via EDGAR on December 31, 1996, accession number
0000912057-96-030646).
(j)* Investment Advisory Agreement between the Registrant and Austin
Investment Management, Inc. (filed as Exhibit (5)(j) to PEA No. 43 via
EDGAR on July 31, 1997, accession number 0000912057-97-025707).
(k)* Investment Advisory Agreement between the Registrant and Oak Hall
Capital Advisors, Inc. (filed as Exhibit (5)(k) to PEA No. 43 via
EDGAR on July 31, 1997, accession number 0000912057-97-025707).
(l)* Investment Advisory Agreement between Norwest Bank Minnesota, N.A. and
Core Trust (Delaware) relating to Index Portfolio (filed as Exhibit
5(a) ro Amendment No. 5 the Registration Statement of Core Trust
(Delarware), File No. 811-8858, via EDGAR on September 30, 1996,
accession number 0000912057-96-021568).
(m)* Investment Advisory Agreement between Schroder Capital Management
International, Inc. and Schroder Capital Funds, relating to Schroder
U.S. Smaller Companies Portfolio, International Equity Fund and
Schroder Emerging Markets Fund Institutional Portfolio (filed as
Exhibit 5 to Amendment No. 1 to the Registration Statement of Schroder
Capital Funds, File No. 811-9130, via EDGAR on August 9, 1996,
accesssion number 0000898432-96-000341.
(6) (a)* Form of Selected Dealer Agreement between Forum Financial Services,
Inc. and securities brokers (filed as Exhibit 6(c) to PEA 21).
(b)* Form of Bank Affiliated Selected Dealer Agreement between Forum
Financial Services, Inc. and bank affiliates filed as Exhibit 6(d) of
PEA 21).
(c)* Distribution Agreement between Registrant and Forum Financial
Services, Inc. (filed as Exhibit 6(f) to PEA No. 43 via EDGAR on July
31, 1997, accession number 0000912057-97-025707).
(7) None.
(8) (a)* Form of Transfer Agency Agreement between Registrant and Forum
Financial Corp. (filed as Exhibit 8(a) to PEA No. 33 via EDGAR on
January 5, 1996, accession number 0000912057-96-000216).
<PAGE>
(b)* Form of Custodian Agreement between Registrant and the First National
Bank of Boston (filed as Exhibit 8(b) to PEA No. 33 via EDGAR on
January 5, 1996, accession number 0000912057-96-000216).
(9) (a) Administration Agreement between Registrant and Forum Administrative
Services, LLC (filed as Exhibit 6(e) to PEA No. 43 via EDGAR on
July 31, 1997, accession number 0000912057-97-025707).
(b) Shareholder Service Plan of Registrant relating to the Quadra Funds
and Form of Shareholder Service Agreement relating to Quadra Funds
(filed as Exhibit 9(b) to PEA No. 49 via EDGAR on November 5, 1997,
accession number 0001004402-97-000163).
(c) Shareholder Service Plan of Registrant and Form of Shareholder Service
Agreement relating to the Daily Assets Treasury Fund, Daily Assets
Cash Fund, Daily Assets Government Fund, Daily Assets Tax-Exempt Fund
and Daily Assets Treasury Obligations Fund (filed herewith).
(10)*Opinion of Seward & Kissel dated January 5, 1996 (filed as Exhibit 10 of
PEA No. 33 via EDGAR on January 5, 1996, accession number
0000912057-96-000216).
(11) Not applicable.
(12) None.
(13)*Investment Representation letter of Reich & Tang, Inc. as original
purchaser of shares of registrant (filed as Exhibit 13 to Registration
Statement).
(14)*Form of Disclosure Statement and Custodial Account Agreement applicable to
individual retirement accounts (filed as Exhibit 14 of PEA No. 21).
(15) (a)* Form of Rule 12b-1 Plan adopted by the Registrant (filed as Exhibit 15
of PEA No. 16).
(b)* Rule 12b-1 Plan adopted by the Registrant with respect to the Payson
Value Fund and the Payson Balanced Fund (filed as Exhibit 8(c) of PEA
No. 20).
(16) Schedule of Sample Performance Calculations (filed as Exhibit 16 to PEA No.
43 via EDGAR on July 31, 1997, accession number 0000912057-97-025707).
<PAGE>
Other Exhibits*:
Powers of Attorney (filed as Exhibit 99 to PEA No. 34 via EDGAR on May 9,
1996, accession number 0000912057-96-008780).
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES AS OF SEPTEMBER 30, 1997
TITLE OF CLASS NUMBER OF HOLDERS
Investors Bond Fund 74
TaxSaver Bond Fund 48
Daily Assets Cash Fund 15
Daily Assets Treasury Fund 73
Daily Assets Government Fund 0
Daily Assets TaxSaver Fund 0
Payson Value Fund 312
Payson Balanced Fund 378
Maine Municipal Bond Fund 387
New Hampshire Bond Fund 78
Austin Global Equity Fund 12
Oak Hall Equity Fund 199
Quadra Limited Maturity Treasury Fund 4
Quadra Value Equity Fund 16
Quadra International Equity Fund 10
Quadra Opportunistic Bond Fund 6
<PAGE>
ITEM 27. INDEMNIFICATION.
In accordance with Section 3803 of the Delaware Business Trust
Act, SECTION 5.2 of the Registrant's Trust Instrument provides as
follows:
"5.2. INDEMNIFICATION.
"(a) Subject to the exceptions and limitations contained in Section (b)
below:
"(i) Every Person who is, or has been, a Trustee or officer of the
Trust (hereinafter referred to as a "Covered Person") shall be
indemnified by the Trust to the fullest extent permitted by law
against liability and against all expenses reasonably incurred or
paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise
by virtue of being or having been a Trustee or officer and
against amounts paid or incurred by him in the settlement
thereof;
"(ii)The words "claim," "action," "suit," or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office
or thereafter, and the words "liability" and "expenses" shall
include, without limitation, attorneys' fees, costs, judgments,
amounts paid in settlement, fines, penalties and other
liabilities.
"(b) No indemnification shall be provided hereunder to a Covered Person:
"(i) Who shall have been adjudicated by a court or body before which
the proceeding was brought (A) to be liable to the Trust or its
Holders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of the Covered Person's office or (B) not to have acted
in good faith in the reasonable belief that Covered Person's
action was in the best interest of the Trust; or
"(ii)In the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the Trustee's
or officer's office,
"(A) By the court or other body approving the settlement;
<PAGE>
"(B) By at least a majority of those Trustees who are neither
Interested Persons of the Trust nor are parties to the
matter based upon a review of readily available facts (as
opposed to a full trial-type inquiry); or
"(C) By written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full
trial-type inquiry);
provided, however, that any Holder may, by appropriate legal proceedings,
challenge any such determination by the Trustees or by independent counsel.
"(c) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not be
exclusive of or affect any other rights to which any Covered Person
may now or hereafter be entitled, shall continue as to a person who
has ceased to be a Covered Person and shall inure to the benefit of
the heirs, executors and administrators of such a person. Nothing
contained herein shall affect any rights to indemnification to which
Trust personnel, other than Covered Persons, and other persons may be
entitled by contract or otherwise under law.
"(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character
described in paragraph (a) of this Section 5.2 may be paid by the
Trust or Series from time to time prior to final disposition thereof
upon receipt of an undertaking by or on behalf of such Covered Person
that such amount will be paid over by him to the Trust or Series if it
is ultimately determined that he is not entitled to indemnification
under this Section 5.2; provided, however, that either (a) such
Covered Person shall have provided appropriate security for such
undertaking, (b) the Trust is insured against losses arising out of
any such advance payments or (c) either a majority of the Trustees who
are neither Interested Persons of the Trust nor parties to the matter,
or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed
to a trial-type inquiry or full investigation), that there is reason
to believe that such Covered Person will be found entitled to
indemnification under this Section 5.2.
"(e) Conditional advancing of indemnification monies under this Section 5.2
for actions based upon the 1940 Act may be made only on the following
conditions: (i) the advances must be limited to amounts used, or to be
used, for the preparation or presentation of a defense to the action,
including costs connected with the preparation of a settlement; (ii)
advances may be made only upon receipt of a written promise by, or on
behalf of, the recipient to repay that amount of the advance which
exceeds that amount which it is ultimately determined that he is
entitled to receive from the Trust by reason of indemnification; and
(iii) (a) such promise must be secured by a surety bond, other
suitable insurance or an equivalent form of security which assures
that any repayments may be obtained by the Trust without delay or
litigation, which bond, insurance or other form of security must be
provided by the recipient of the advance, or (b) a majority of a
quorum of the Trust's disinterested, non-party Trustees, or an
independent legal counsel
<PAGE>
in a written opinion, shall determine, based upon a review of readily
available facts, that the recipient of the advance ultimately will be
found entitled to indemnification.
"(f) In case any Holder or former Holder of any Series shall be held to be
personally liable solely by reason of the Holder or former Holder
being or having been a Holder of that Series and not because of the
Holder or former Holder acts or omissions or for some other reason,
the Holder or former Holder (or the Holder or former Holder's heirs,
executors, administrators or other legal representatives, or, in the
case of a corporation or other entity, its corporate or other general
successor) shall be entitled out of the assets belonging to the
applicable Series to be held harmless from and indemnified against all
loss and expense arising from such liability. The Trust, on behalf of
the affected Series, shall, upon request by the Holder, assume the
defense of any claim made against the Holder for any act or obligation
of the Series and satisfy any judgment thereon from the assets of the
Series."
Paragraph 4 of each Investment Advisory Agreement provides in substance as
follows:
"4. We shall expect of you, and you will give us the benefit of, your
best judgment and efforts in rendering these services to us, and we
agree as an inducement to your undertaking these services that you
shall not be liable hereunder for any mistake of judgment or in any
event whatsoever, except for lack of good faith, provided that nothing
herein shall be deemed to protect, or purport to protect, you against
any liability to us or and to our security holders to which you would
otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of your duties hereunder, or by
reason of your reckless disregard of your obligations and duties
hereunder."
Paragraphs 3(f) and (g) and paragraph 5 of the Management and Distribution
Agreement provide as follows:
"(f) We agree to indemnify, defend and hold you, your several officers
and directors, and any person who controls you within the meaning of
Section 15 of the Securities Act, free and harmless from and against
any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities
and any counsel fees incurred in connection therewith) which you, your
officers and directors or any such controlling person may incur, under
the Securities Act, or under common law or otherwise, arising out of or
based upon any alleged untrue statement of a material fact contained in
our Registration Statement or Prospectus in effect from time to time
under the Securities Act or arising out of or based upon any alleged
omission to state a material fact required to be stated in either
thereof or necessary to make the statements in either thereof not
misleading; provided, however, that in no event shall anything
contained in this paragraph 3(f) be so construed as to protect you
against any liability to us or our security holders to which you would
otherwise be subject by reason of willful misfeasance, bad faith, or
gross negligence in the performance of your duties, or by reason of
your reckless disregard of your obligations and duties under this
paragraph. Our agreement to indemnify you, your officers and directors
and any such controlling person
<PAGE>
as aforesaid is expressly conditioned upon our being notified of any
action brought against you, your officers and directors or any such
controlling person, such notification to be given by letter or by
telegram addressed to us at our principal office in New York, New
York, and sent to us by the person against whom such action is brought
within ten days after the summons or other first legal process shall
have been served. The failure so to notify us of any such action shall
not relieve us from any liability which we may have to the person
against whom such action is brought by reason of any such alleged
untrue statement or omission otherwise than on account of our
indemnity agreement contained in this paragraph 3(f). We will be
entitled to assume the defense of any suit brought to enforce any such
claim, and to retain counsel of good standing chosen by us and
approved by you. In the event we do elect to assume the defense of any
such suit and retain counsel of good standing approved by you, the
defendant or defendants in such suit shall bear the fees and expenses
of any additional counsel retained by any of them; but in case we do
not elect to assume the defense of any such suit, or in case you do
not approve of counsel chosen by us, we will reimburse you or the
controlling person or persons named as defendant or defendants in such
suit, for the fees and expenses of any counsel retained by you or
them. Our indemnification agreement contained in this paragraph 3(f)
and our representations and warranties in this agreement shall remain
operative and in full force and effect regardless of any investigation
made by or on behalf of you, your officers and directors or any
controlling person and shall survive the sale of any shares of our
common stock made pursuant to subscriptions obtained by you. This
agreement of indemnity will inure exclusively to your benefit, to the
benefit of your successors and assigns, and to the benefit of your
officers and directors and any controlling persons and their
successors and assigns. We agree promptly to notify you of the
commencement of any litigation or proceeding against us in connection
with the issue and sale of any shares of our common stock.
"(g) You agree to indemnify, defend and hold us, our several officers
and directors, and person who controls us within the meaning of Section
15 of the Securities Act, free and harmless from and against any and
all claims, demands, liabilities, and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any
reasonable counsel fees incurred in connection therewith) which we, our
officers or directors, or any such controlling person may incur under
the Act or under common law or otherwise, but only to the extent that
such liability, or expense incurred by us, our officers or directors or
such controlling person resulting from such claims or demands shall
arise out of or be based upon any alleged untrue statement of a
material fact contained in information furnished in writing by you in
your capacity as distributor to us for use in our Registration
Statement or Prospectus in effect from time to time under the Act, or
shall arise out of or be based upon any alleged omission to state a
material fact in connection with such information required to be stated
in the Registration Statement or Prospectus or necessary to make such
information not misleading. Your agreement to indemnify us, our
officers and directors, and any such controlling person as aforesaid is
expressly conditioned upon your being notified of any action brought
against us, our officers or directors or any such controlling person,
such notification to be given by letter or telegram addressed to you at
your principal office in New York, New York, and sent to
<PAGE>
you by the person against whom such action is brought, within ten days
after the summons or other first legal process shall have been served.
You shall have a right to control the defense of such action, with
counsel of your own choosing, satisfactory to us, if such action is
based solely upon such alleged misstatement or omission on your part,
and in any other event you and we, our officers or directors or such
controlling person shall each have the right to participate in the
defense or preparation of the defense of any such action. The failure
so to notify you of any such action shall not relieve you from any
liability which you may have to us, to our officers or directors, or
to such controlling person by reason of any such untrue statement or
omission on your part otherwise than on account of your indemnity
agreement contained in this paragraph 3(g).
"5 We shall expect of you, and you will give us the benefit of, your
best judgment and efforts in rendering these services to us, and we
agree as an inducement to your undertaking these services that you
shall not be liable hereunder for any mistake of judgment or in any
event whatsoever, except for lack of good faith, provided that nothing
herein shall be deemed to protect, or purport to protect, you against
any liability to us or to our security holders to which you would
otherwise be subject by reason or willful misfeasance, bad faith or
gross negligence in the performance of your duties hereunder, or by
reason of your reckless disregard of your obligations and duties
hereunder."
Section 9(a) of the Distribution Services Agreement provides:
"The Company agrees to indemnify, defend and hold the Underwriter, and
any person who controls the Underwriter within the meaning of Section
15 of the Securities Act, free and harmless from and against any and
all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which the Underwriter or
any such controlling person may incur, under the Securities Act or
under common law or otherwise, arising out of or based upon any alleged
untrue statement of a material fact contained in the Company's
Registration Statement or the Prospectus or Statement of Additional
Information in effect from time to time under the Securities Act and
relating to the Fund or arising out of or based upon any alleged
omission to state a material fact required to be stated in any thereof
or necessary to make the statements in any thereof not misleading;
provided, however, that in no event shall anything herein contained be
so construed as to protect the Underwriter against any liability to the
Company or its security holders to which the Underwriter would
otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of the
Underwriter's reckless disregard of its obligations and duties under
this agreement. The Company's agreement to indemnify the Underwriter
and any controlling person as aforesaid is expressly conditioned upon
the Company's being notified of the commencement of any action brought
against the Underwriter or any such controlling person, such
notification to be given by letter or by telegram addressed to the
Company at its principal office in New York, New York, and sent to the
Company by the person against whom such action is brought within ten
days after the summons or other first
<PAGE>
legal process shall have been served. The Company will be entitled to
assume the defense of any suit brought to enforce any such claim, and
to retain counsel of good standing chosen by the Company and approved
by the Underwriter. In the event the Company elects to assume the
defense of any such suit and retain counsel of good standing approved
by the Underwriter, the defendants in the suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in
case the Company does not elect to assume the defense of the suit or
in case the Underwriter does not approve of counsel chosen by the
Company, the Company will reimburse the Underwriter or the controlling
person or persons named defendant or defendants in the suit for the
fees and expenses of any counsel retained by the Underwriter or such
person. The indemnification agreement contained in this Section 9
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Underwriter or any
controlling person and shall survive the sale of the Fund's shares
made pursuant to subscriptions obtained by the Underwriter. This
agreement of indemnity will inure exclusively to the benefit of the
Underwriter, to the benefit of its successors and assigns, and to the
benefit of any controlling persons and their successors and assigns.
The Company agrees promptly to notify the Underwriter of the
Underwriter of the commencement of any litigation or proceeding
against the Company in connection with the issue and sale of any of
shares of the Fund. The failure to do so notify the Company of the
commencement of any such action shall not relieve the Company from any
liability which it may have to the person against whom the action is
brought by reason of any alleged untrue statement or omission
otherwise than on account of the indemnity agreement contained in this
Section 9."
In so far as indemnification for liabilities arising under the Securities Act of
1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS.
Forum Advisors, Inc.
The descriptions of Forum Advisors, Inc. under the caption
"Management-Adviser" in the Prospectus and Statement of Additional
Information relating to the Investors Bond Fund, the TaxSaver Bond
Fund, the Daily Assets Cash Fund, the Daily Assets Government Fund, the
Daily Assets Treasury Fund, the Maine Municipal Bond Fund, the
<PAGE>
New Hampshire Bond Fund, constituting certain of Parts A and B,
respectively, of the Registration Statement are incorporated by
reference herein.
The following are the directors and officers of Forum Advisors, Inc.,
Two Portland Square, Portland, Maine 04101, including their business
connections which are of a substantial nature.
John Y. Keffer, President and Secretary.
Chairman and President of the Registrant; President of Forum
Financial Services, Inc. and of Forum Financial Corp., Mr. Keffer
is a director and/or officer of various registered investment
companies for which Forum Administrative Services, LLC serves as
administrator and for which Forum Financial Services, Inc. serves
as manager, administrator and/or distributor.
Sara M. Morris, Treasurer.
Treasurer of Forum Financial Services, Inc. and of Forum
Financial Corp., Ms. Morris is an officer of various registered
investment companies for which Forum Financial Services, Inc.
serves as manager, administrator and/or distributor.
David I. Goldstein, Secretary.
Secretary of Forum Financial Services, Inc. and of Forum
Financial Corp., Mr. Goldstein is an officer of various
registered investment companies for which Forum Administrative
Services serves as administrator and for which Forum Financial
Services, Inc. serves as manager, administrator and/or
distributor.
Margaret J. Fenderson, Assistant Treasurer.
Ms. Fenderson is Assistant Treasurer of Forum Financial Services,
Inc. and of Forum Financial Corp.
Dana Lukens, Assistant Secretary.
Mr. Lukens is Assistant Secretary of Forum Financial Services,
Inc. and of Forum Financial Corp.
H.M. Payson & Co.
The descriptions of H.M. Payson & Co. under the caption "Management -
Adviser" in the Prospectus and Statement of Additional Information, with
respect to the Payson Value Fund and the Payson Balanced Fund, constituting
certain of Parts A and B, respectively, of this Registration Statement are
incorporated by reference herein.
<PAGE>
The following are the directors and principal executive officers of H.M.
Payson & Co., including their business connections which are of a
substantial nature. The address of H.M. Payson & Co. is One Portland
Square, Portland, Maine 04101.
Adrian L. Asherman, Managing Director.
Portfolio Manager of H.M. Payson & Co. since 1955, General
Partner from 1964 to 1987 and Managing Director since 1987. His
address is One Portland Square, Portland, Maine 04101.
John C. Downing, Managing Director and Treasurer.
Portfolio Manger of H.M. Payson since 1983 and Managing Director
since 1992. Mr. Downing has been associated with H.M. Payson
since 1983. His address is One Portland Square, Portland, Maine
04101.
William A. Macleod, Managing Director.
Portfolio Manager of H.M. Payson & Co. since 1984 and Managing
Director since 1989. His address is One Portland Square,
Portland, Maine 04101.
Thomas M. Pierce, Managing Director.
Portfolio Manager of H.M. Payson & Co. since 1975, General
Partner from 1981 to 1987 and Managing Director since 1987. His
address is One Portland Square, Portland, Maine 04101.
Peter E. Robbins, Managing Director.
Portfolio Manager of H.M. Payson & Co. since 1992, except for the
period from January 1988 to October 1990. During that period, Mr.
Robbins was president of Mariner Capital Group, a real estate
development and non-financial asset management business. General
Partner of H.M. Payson & Co. from 1986 to 1987, and Managing
Director from 1987 to 1988, and since 1993.
John H. Walker, Managing Director and President.
Portfolio Manager of H.M. Payson & Co. since 1967, General
Partner from 1974 to 1987, and Managing Director since 1987. Mr.
Walker is also a Director of York Holding Company and York
Insurance Company. His address is One Portland Square, Portland,
Maine 04101.
Teresa M. Esposito, Managing Director.
<PAGE>
Managing Director of H.M. Payson & Co. since 1995. Her address is
One Portland Square, Portland, Maine 04101.
John C. Knox, Managing Director.
Managing Director of H.M. Payson & Co. since 1995. His address is
One Portland Square, Portland, Maine 04101.
Harold J. Dixon, Managing Director and Secretary.
Managing Director of H.M. Payson & Co. since 1995. His address is
One Portland Square, Portland, Maine 04101.
Laura McDill, Managing Director.
Managing Director of H.M. Payson & Co. since 1995. Her address is
One Portland Square, Portland, Maine 04101.
Austin Investment Management, Inc.
The description of Austin Investment Management, Inc. under the caption
"Management - Adviser" in the Prospectus and Statement of Additional
Information with respect to the Austin Global Equity Fund, constituting
part of Parts A and B, respectively, of this Registration Statement are
incorporated by reference herein.
The following is the director and principal executive officer of Austin
Investment Management, Inc. 375 Park Avenue, New York, New York 10152,
including his business connections which are of a substantial nature.
Peter Vlachos, Director, President Treasurer and Secretary
Oak Hall Capital Advisors, Inc.
The description of Oak Hall Capital Advisors, Inc. under the caption
"Management - Advisor" in the Prospectus and Statement of Additional
Information with respect to the Oak Hall Equity Fund, constituting part
of Parts A and B, respectively, of this Registration Statement are
incorporated by reference herein.
The following are the directors and principal executive officers of, Oak
Hall Capital Advisors, Inc. 122 East 42nd Street, New York, New York
10168, including their business connections which are of a substantial
nature.
Alexander G. Anagnos, Director and Portfolio Manager.
<PAGE>
Consultant to American Services Corporation and Financial Advisor
to WR Family Associates.
Lewis G. Cole, Director.
Partner, the Law Firm of Strook, Strook & Lavan.
John C. Hathaway, President, director and Portfolio Manager.
John J. Hock, Executive Vice President.
Charles D. Klein, Portfolio Manager.
Director, American Securities Corporation and Financial Advisor
to WR Family Associates.
David P. Steinmann, Executive Vice President, Secretary and Treasurer.
Administrator WR Family Associates and Secretary and Treasurer of
American Securities Corporation.
Carl Domino Associates, L.P.
The description of Carl Domino Associates, L.P. under the caption
"Management - Advisor" in the Prospectus and Statement of Additional
Information with respect to the Quadra Value Equity Fund, constituting
part of Parts A and B, respectively, of this Registration Statement are
incorporated by reference herein.
The following are the directors and principal executive officers of, Carl
Domino Associates, L.P., 580 Village Blvd., West Palm Beach, FL 33409
including their business connections which are of a substantial nature.
Carl J. Domino, Managing Partner & Portfolio Manager.
Paul Scoville, Jr., Senior Portfolio Manager.
Ann Fritts Syring, Senior Portfolio Manager.
John Wagstaff-Callahan, Senior Portfolio Manager.
Prior to joining Carl Domino Associates, L.P., Mr.
Wagstaff-Callahan was a Trustee with Batterymarch Financial
Management, Boston, Massachusetts.
Stephen Krider Kent, Jr., Senior Portfolio Manager.
<PAGE>
Prior to joining Carl Domino Associates, L.P., Mr. Kent was a
Senior Portfolio Manager with Gamble, Jones Holbrook & Bent,
Carlsbad, California.
Anhalt/O'Connell, Inc.
The description of Anhalt/O'Connell, Inc. under the caption "Management -
Advisor" in the Prospectus and Statement of Additional Information with
respect to the Quadra Limited Maturity Treasury Fund, constituting part
of Parts A and B, respectively, of this Registration Statement are
incorporated by reference herein.
The following are the directors and principal executive officers of,
Anhalt/O'Connell, Inc., 345 South Figueroa Street, Suite 303, Los
Angeles, CA, including their business connections which are of a
substantial nature.
Paul Edward Anhalt, Managing Director and Chairman.
Mr. Anhalt is also a partner of Anhalt/O'Connell, a partnership,
and was formerly Managing Director and Consulting Economist of
Trust Company of the West.
Michael Frederick O'Connell, Managing Director
Mr. O'Connell is also a partner of Anhalt/O'Connell, a
partnership, and was formerly Managing Director of Trust Company
of the West and Vice President of Institutional Research
Services, Inc., a registered broker-dealer.
LM Capital Management, Inc.
The description of LM Capital Management, Inc., under the caption
"Management - Advisor" in the Prospectus and Statement of Additional
Information with respect to the Quadra Opportunistic Bond Fund,
constituting part of Parts A and B, respectively, of this Registration
Statement are incorporated by reference herein.
The following are the directors and principal executive officers of, LM
Capital Management, Inc., including their business connections which are
of a substantial nature.
Luis Malzel, Managing Director.
John Chalker, Managing Director
McDonald Investment Management, Inc.
The description of McDonald Investment Management, Inc., under the
caption "Management - Advisor" in the Prospectus and Statement of
Additional Information with respect to the Quadra International Equity
Fund, constituting part of Parts A and B, respectively, of this
Registration Statement are incorporated by reference herein.
<PAGE>
The following are the directors and principal executive officers of
McDonald Investment Management, Inc., including their business
connections which are of a substantial nature.
John McDonald, President and Chief Investment Officer.
Ron Belcot, Vice President - Research and Trading.
Bill Hallman, Vice President.
Ray DiBernardo, Vice President., Managing Director
Mr. DiBernardo was formerly a portfolio manager with Royal Trust.
Smith Asset Management Group, L.P.
The description of Smith Asset Management Group, L.P., under the caption
"Management - Investment Advisory Services" in the Prospectus and
Statement of Additional Information with respect to the Quadra Growth
Fund, constituting part of Parts A and B, respectively, of this
Registration Statement are incorporated by reference herein.
The following are the directors and principal executive officers of Smith
Asset Management Group, L.P., including their business connections which
are of a substantial nature.
Mr. Stephen Smith, Chief Investment Officer
ITEM 29. PRINCIPAL UNDERWRITER.
(a) Forum Financial Services, Inc., Registrant's underwriter,
serves as underwriter to Core Trust (Delaware), The CRM Funds,
The Cutler Trust, The Highland Family of Funds, Monarch Funds,
Norwest Funds, Norwest Select Funds, Sound Shore Fund, Inc.,
and Trans Adviser Funds, Inc.
(b) John Y. Keffer, President of Forum Financial Services, Inc.,
is the Chairman and President of the Registrant. Sara M.
Morris is the Treasurer of Forum Financial Services. David I.
Goldstein, Secretary of Forum Financial Services, Inc., is the
Secretary of the Registrant. Margaret J. Fenderson is the
Assistant Treasurer of Forum Financial Services, Inc. and Dana
Lukens is the Assistant Secretary of Forum Financial Services,
Inc. Their business address is Two Portland Square, Portland,
Maine 04101.
(c) Not Applicable.
ITEM 30. LOCATION OF BOOKS AND RECORDS.
<PAGE>
The majority of the accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules
thereunder are maintained at the offices of Forum Administrative Services, LLC
and Forum Financial Corp., Two Portland Square, Portland, Maine 04101. The
records required to be maintained under Rule 31a-1(b)(1) with respect to
journals of receipts and deliveries of securities and receipts and disbursements
of cash are maintained at the offices of the Registrant's custodian, The First
National Bank of Boston, 100 Federal Street, Boston, Massachusetts 02106. The
records required to be maintained under Rule 31a-1(b)(5), (6) and (9) are
maintained at the offices of the Registrant's adviser or subadviser, as listed
in Item 28 hereof.
ITEM 31. MANAGEMENT SERVICES.
Not Applicable.
ITEM 32. UNDERTAKINGS.
(i) Registrant undertakes to file a post-effective amendment, using
financial statements which need not be certified, within four to six
months from the latter of the effective date of Registrant's Securities
Act of 1933 Registration Statement relating to the prospectuses
offering those shares or the commencement of public shares of the
respective shares; and,
(i) Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of Registrant's latest annual report to
shareholders relating to the portfolio or class thereof to which the
prospectus relates upon request and without charge.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
(9)(C) Forum Funds Shareholder Service Plan
and Form of Shareholder Service Agreement
<PAGE>
FORUM FUNDS
SHAREHOLDER SERVICE PLAN
September 22, 1997
This Shareholder Service Plan (the "Plan") is adopted by Forum Funds
(the "Trust") with respect to the Institutional Service and Investor Classes of
shares of beneficial interest of shares of common stock of each of the series of
the Trust identified in Appendix A (individually a "Fund" and collectively the
"Funds").
SECTION 1. ADMINISTRATOR
The Trust has entered into an Administration Agreement (the
"Agreement") with Forum Administrative Services, LLC ("Forum") whereby Forum
provides certain administrative services for the Trust and for each Fund.
SECTION 2. SERVICE AGREEMENTS; PAYMENTS
(a) Forum is authorized to enter into Shareholder Service Agreements
(the "Agreements"), the form of which shall be approved by the Board of Trustees
of the Trust (the "Board"), with financial institutions and other persons who
provide services for and maintain shareholder accounts ("Service Providers") as
set forth in this Plan.
(b) Pursuant to the Agreements, as compensation for the services
described in Section 4 below, Forum may pay each Service Provider, on behalf of
the Trust, a fee at an annual rate of up to 0.15% of the average daily net
assets of the Institutional Services Shares of each Fund held by shareholder
accounts for which the Service Provider maintains a service relationship;
PROVIDED, however, that no Fund shall directly or indirectly pay any amounts,
whether Payments or otherwise, that exceed any applicable limits imposed by law
or the National Association of Securities Dealers, Inc.
(c) Pursuant to the Agreements, as compensation for the services
described in Section 4 below, Forum may pay each Service Provider, on behalf of
the Trust, a fee at an annual rate of up to 0.25% of the average daily net
assets of the Investor Shares of each Fund held by the shareholder accounts for
which the Service Provider maintains a service relationship; PROVIDED, however,
that no Fund shall directly or indirectly pay any amounts, whether Payments or
otherwise, that exceed any applicable limits imposed by law or the National
Association of Securities Dealers, Inc.
(c) Each Agreement shall contain a representation by the Service
Provider that any compensation payable to the Service Provider in connection
with an investment in any Fund of the assets of its customers will (i) be
disclosed by the Service Provider to its customers, (ii) be authorized by its
customers, and (iii) not result in an excessive fee to the Service Provider.
<PAGE>
SECTION 3. SHAREHOLDER SERVICE FEE.
Pursuant to this Plan, the Trust shall daily accrue and monthly pay
Forum a Shareholder Service Fee for each Fund equal to the combined Payments
made by Forum with respect to the Fund for the month.
SECTION 4. SERVICE ACTIVITIES
Service activities include (a) establishing and maintaining accounts
and records relating to clients of Service Provider; (b) answering shareholder
inquiries regarding the manner in which purchases, exchanges and redemptions of
shares of the Trust may be effected and other matters pertaining to the Trust's
services; (c) providing necessary personnel and facilities to establish and
maintain shareholder accounts and records; (d) assisting shareholders in
arranging for processing purchase, exchange and redemption transactions; (e)
arranging for the wiring of funds; (f) guaranteeing shareholder signatures in
connection with redemption orders and transfers and changes in
shareholder-designated accounts; (g) integrating periodic statements with other
shareholder transactions; and (h) providing such other related services as the
shareholder may request.
SECTION 5. AMENDMENT AND TERMINATION
(a) Any material amendment to the Plan shall be effective only upon
approval of the Board, including a majority of the Trustees who are not
interested persons of the Trust as defined in the Investment Company Act of 1940
(the "Disinterested Trustees"), pursuant to a vote cast in person at a meeting
called for the purpose of voting on the amendment to the Plan.
(b) The Plan may be terminated without penalty at any time by a vote of
a majority of the Disinterested Trustees.
<PAGE>
FORUM FUNDS
SHAREHOLDER SERVICE PLAN
APPENDIX A:
FUNDS TO WHICH SHAREHOLDER SERVICE PLAN APPLIES
September 22, 1997
Daily Assets Treasury Fund
Daily Assets Cash Fund
Daily Assets Government Fund
Daily Assets Tax-Exempt Fund
Daily Assets Treasury Obligations Fund
<PAGE>
[FORM OF]
FORUM FUNDS
SHAREHOLDER SERVICE AGREEMENT
AGREEMENT made this ____ day of ____________, 1997, between Forum
Administrative Services, LLC ("Forum"), a limited liability company organized
under the laws of State of Delaware with its principal place of business at Two
Portland Square, Portland, ME 04101 and the institution executing this document
below (the "Institution").
WHEREAS, Forum acts as administrator and principal underwriter for
Forum Funds (the "Trust"), a Delaware business trust registered under the
Investment Company Act of 1940, as amended (the "Act") as an open-end management
investment company, which may issue its shares of beneficial interest in
separate series; and
WHEREAS, the Trust has adopted a Shareholder Service Plan with respect
to each of the series of the Trust identified in Appendix A (individually a
"Fund" and collectively the "Funds") that authorizes Forum to pay fees to
qualified financial institutions for maintaining and providing services to
shareholder accounts holding one or more of the Funds; and
WHEREAS, Forum desires that Institution perform certain service
activities on behalf of Forum and the Funds and Institution is willing to
perform those services on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, for and in consideration of the representations,
covenants and agreements contained herein and other valuable consideration, the
undersigned parties do hereby agree as follows:
SECTION 1. SERVICE ACTIVITIES
In connection with providing services and maintaining shareholder
accounts of each Fund with respect to its various customers, Institution may
provide services including: (a) establishing and maintaining accounts and
records relating to clients of Institution; (b) answering shareholder inquiries
regarding the manner in which purchases, exchanges and redemptions of shares of
the Trust may be effected and other matters pertaining to the Trust's services;
(c) providing necessary personnel and facilities to establish and maintain
shareholder accounts and records; (d) assisting shareholders in arranging for
processing purchase, exchange and redemption transactions; (e) arranging for the
wiring of funds; (f) guaranteeing shareholder signatures in connection with
redemption orders and transfers and changes in shareholder-designated accounts;
(g) integrating periodic statements with other shareholder transactions; and (h)
providing such other related services as the shareholder may request.
Institution shall not be obligated to perform any specific service for its
clients. Institution's appointment shall be nonexclusive and Forum may enter
into similar agreements with other persons.
<PAGE>
SECTION 2. COMPENSATION
(a) As compensation for Institution's service activities with respect
to each Fund, Forum shall pay Institution fees in the amounts listed on Schedule
B to this Agreement (the "Payments"); provided, however, that in no event will
Forum be required to make any payments for service activities in an amount
greater than that which Forum is paid by the respective Fund for such services.
(b) The Payments shall be accrued daily and paid monthly or at such
other interval as Forum and Institution shall agree.
(c) On behalf of each Fund, Institution may spend such amounts and
incur such expenses as it deems appropriate or necessary on any service
activities. Such expenses may include compensation to employees and expenses,
including overhead and telephone and other communication expenses, of
Institution. Institution shall be solely liable for any expenses it incurs.
SECTION 3. REPRESENTATIONS OF INSTITUTION
Institution represents that:
(a) the compensation payable to it under this Agreement in connection
with the investment in any Fund of the assets of its customers (i) will be
disclosed by the Institution to its customers, (ii) will be authorized by its
customers, and (iii) will not result in an excessive fee to Institution;
(b) if it is a member of the National Association of Securities
Dealers, Inc. ("NASD"), it shall abide by the Rules of Fair Practice of the
NASD;
(c) it will, in connection with sales and offers to sell shares,
furnish to or otherwise insure that each person to whom any such sale or offer
is made receives a copy of the appropriate Fund's or Funds' then current
prospectus, as applicable;
(d) it will purchase shares only from Forum as agent of the Trust and
that it will purchase shares only for the purpose of covering purchase orders
already received or for its own bona fide investment purposes;
(e) the performance of all its obligations hereunder will comply with
all applicable laws and regulations, including any applicable Federal securities
laws and any requirements to deliver confirmations to its customers, the
provisions of its charter documents and bylaws and all material contractual
obligations binding upon the Institution; and
(f) it will promptly inform the Trust of any change in applicable laws
or regulations (or interpretations thereof) or in its charter or bylaws or
material contracts which would prevent or impair full performance of any of its
obligations hereunder.
<PAGE>
SECTION 4. TRUST LITERATURE
Institution is not authorized to make any representations concerning
shares of any Fund except those contained in the Fund's then current prospectus
and statement of additional information ("SAI") and printed information issued
by the Trust or by Forum as information supplemental to the prospectus. Forum
will supply Institution upon its request with prospectuses, SAIs, reasonable
quantities of supplemental sales literature and additional information.
Institution agrees not to use other advertising or sales material relating to a
Fund unless approved in writing by Forum in advance of such use. Any printed
information furnished by Forum other than the then current prospectus and SAI,
periodic reports and proxy solicitation materials are Forum's sole
responsibility and are not the responsibility of the Trust and the Trust shall
have no liability or responsibility to Institution in these respects unless
expressly assumed in connection therewith. Institution shall have no
responsibility with regard to the accuracy or completeness of any of the printed
information furnished by Forum and shall be held harmless by Forum from and
against any cost or loss arising therefrom.
SECTION 5. REPORTS
Institution shall prepare and furnish to Forum, at Forum's request,
written reports setting forth all amounts expended by Institution and
identifying the activities for which the expenditures were made.
SECTION 6. INDEMNIFICATION
Institution agrees to indemnify and hold harmless Forum and the Trust
from any claims, expenses, or liabilities incurred by Forum or the Trust as a
result of any act or omission of the Institution in connection with its services
under this Agreement.
SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the date hereof and, upon
its effectiveness, shall supersede all previous agreements between the parties
covering the subject matter hereof.
(b) This Agreement may be terminated as follows:
(i) at any time, without the payment of any penalty,
by the vote of a majority of the Trustees of the Trust;
(ii) automatically in the event of the termination of
the Administration or Distribution agreements between the Trust and
Forum or the Service Plan;
(iii) automatically in the event of the assignment of
this Agreement as defined in the Act; and
<PAGE>
(iv) by either party to the Agreement without cause by giving
the other party at least sixty (60) days' written notice of its
intention to terminate.
SECTION 8. NOTICES
Any notice under this Agreement shall be in writing and shall be
addressed and delivered, or mailed postage prepaid, to the other party's
principal place of business, or to such other place as shall have been
previously specified by written notice given to the other party.
SECTION 9. AMENDMENTS
Subject to approval of material amendments to the form of this
Agreement by the Trust's Board of Trustees, this Agreement may be amended by the
parties at any time. In addition, this Agreement may be amended by Forum from
time to time by the following procedure: Forum will mail a copy of the amendment
to Institution at its principal place of business or such other address as
Institution shall in writing provide to Forum. If Institution does not object to
the amendment within thirty (30) days after its receipt, the amendment will
become part of the Agreement. The Institution's objection must be in writing and
be received by Forum within the thirty days.
SECTION 10. USE OF THE TRUST'S NAME
Institution shall not use the name of the Trust on any checks, bank
drafts, bank statements or forms for other than internal use in a manner not
approved by the Trust prior thereto in writing; provided however, that the
approval of the Trust shall not be required for the use of the Trust's name
which merely refers in accurate and factual terms to the Trust in connection
with the Institution's role hereunder or which is required by any appropriate
regulatory, governmental or judicial authority; and further provided that in no
event shall such approval be unreasonably withheld or delayed.
SECTION 11. MISCELLANEOUS
(a) This Agreement shall be construed in accordance with the laws of
the State of Delaware.
(b) If any provision of this Agreement shall be held invalid by a court
decision, statute, rule or otherwise, the remainder of the Agreement shall not
be affected thereby.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
INSTITUTION:
_______________________________
Name of Institution
By:____________________________
Name:__________________________
Title:_________________________
FORUM ADMINISTRATIVE SERVICES, LLC
By:____________________________
John Y. Keffer
President
<PAGE>
FORUM FUNDS
SHAREHOLDER SERVICE AGREEMENT
SCHEDULE A
SERIES OF FORUM FUNDS
INVESTOR SHARES
Daily Assets Treasury Fund
Daily Assets Cash Fund
Daily Assets Government Fund
Daily Assets TaxSaver Fund
Daily Assets Treasury Fund II
<PAGE>
FORUM FUNDS
SHAREHOLDER SERVICE AGREEMENT
SCHEDULE B
PAYMENTS PURSUANT TO THE SERVICE PLAN
0.15% of the average annual daily net assets of each Fund represented
by Institutional Service Shares owned by investors for which
Institution provides services pursuant to this Agreement.
<PAGE>
FORUM FUNDS
SHAREHOLDER SERVICE AGREEMENT
SCHEDULE B
PAYMENTS PURSUANT TO THE SERVICE PLAN
0.25% of the average annual daily net assets of each Fund represented
by Investor Shares owned by investors for which Institution provides
services pursuant to this Agreement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Portland, and State of Maine on the 12th
day of November, 1997.
FORUM FUNDS
By: /s/ John Y. Keffer
----------------------
John Y. Keffer, President
Pursuant to the requirements of the Securities Act of 1933, this amendment to
the Registrant's Registration Statement has been signed below by the following
persons on the 12th day of November , 1997.
SIGNATURES TITLE
---------- -----
(a) Principal Executive Officer
/s/ John Y. Keffer President
---------------------- and Chairman
John Y. Keffer
(b) Principal Financial and Accounting Officer
/s/ Robert B. Campbell Treasurer
------------------------
Robert B. Campbell
(c) A majority of the Trustees
/s/ John Y. Keffer Trustee
------------------------
John Y. Keffer
James C. Cheng* Trustee
J. Michael Parish* Trustee
Costas Azariadis* Trustee
By: /s/ John Y. Keffer
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John Y. Keffer
Attorney in Fact*
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