Exhibit (h)(6)
FORUM FUNDS
SHAREHOLDER SERVICE PLAN
March 1, 2000
This Shareholder Services Plan (the "Plan") is adopted by Forum Funds
(the "Trust") with respect to the shares of beneficial interest ("Shares") of
each fund of the Trust or class thereof identified in Appendix A hereto (each a
"Fund," collectively the "Funds").
SECTION 1. APPOINTMENT
In consideration of the services provided by Forum Administrative
Services, LLC ("Forum") to the Trust as described herein, the Trust hereby
appoints Forum as agent to perform the services for the period and on the terms
set forth in this Agreement. Forum accepts such appointment and agrees to
furnish the services described herein, in return for the compensation specified
in Section 3 of this Agreement. Forum agrees to comply with all relevant
provisions of the Investment Company Act of 1940, as amended (the "Act"), and
the Securities Exchange Act of 1934, as amended, and applicable rules and
regulations thereunder in performing the services described herein.
SECTION 2. SERVICE ACTIVITIES
Forum shall perform, or arrange for the performance of, certain
activities relating to the servicing and maintenance of shareholder accounts not
otherwise provided by each Fund's transfer agent ("Shareholder Servicing
Activities"). Shareholder Servicing Activities shall include one or more of the
following: (a) establishing and maintaining accounts and records for
shareholders of a Fund; (b) answering client 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 client accounts and
records; (d) assisting clients 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 3. COMPENSATION
As compensation for Forum's Shareholder Servicing Activities, the Trust
shall pay Forum, with respect to each Fund, a fee at an annual rate as list in
Appendix A (the "Payments"). The Payments shall be accrued daily and paid
monthly. A Fund shall not 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.
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SECTION 4. SERVICE AGREEMENTS
Forum is authorized to enter into shareholder service agreements
("Servicing Agreements") with financial institutions or other persons who
provide Shareholder Servicing Activities to the Funds ("Service Providers").
Forum may pay any or all amounts of the Payments to the Service Providers for
Shareholder Service Activities. To the extent practicable, each such Agreement
shall contain a representation by the Service Provider that any compensation
payable to the Service Provider in connection with the investment in a Fund of
the assets of its customers (i) will be disclosed by the Service Provider to its
customers if required by law, (ii) will be authorized by its customers if
customer authorization is required, and (iii) will not result in an excessive
fee to the Service Provider.
SECTION 5. REVIEW AND RECORDS
(a) Forum shall prepare and furnish to the Board of Trustees of the
Trust (the "Board"), and the Board shall review at least quarterly, written
reports setting forth all amounts expended under the Plan by Forum and
identifying the activities for which the expenditures were made.
(b) The Trust shall preserve copies of the Plan, each agreement related
to the Plan and each report prepared and furnished pursuant to this Section.
SECTION 6. EFFECTIVENESS, AMENDMENT AND TERMINATION
With respect to each Fund:
(a) This Plan shall become effective on the date indicated in Appendix
A and, upon its effectiveness, shall supersede all previous Plans covering the
Fund regarding the subject matter hereof.
(b) 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 (the "Disinterested Trustees").
(c) The Plan may be terminated without penalty at any time (1) by vote
of a majority of the Board and a majority of the Disinterested Trustees or (2)
by Forum.
SECTION 7. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the shareholders of each Fund shall not
be liable for any obligations of the Trust or of the Funds under the Plan, and
Forum agrees that, in asserting any rights or claims under this Plan, it shall
look only to the assets and property of the Trust or the Fund to which Forum's
rights or claims relate in settlement of such rights or claims, and not to the
Trustees of the Trust or the shareholders of the Funds.
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SECTION 8. MISCELLANEOUS
(a) With the exception of Appendix A, no provision of this Plan 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 any Fund thereby
affected.
(b) No amendment to this Plan or the termination of this Plan with
respect to a Fund shall affect this Plan as it pertains to any other Fund, nor
shall any such amendment require the vote of the shareholders of any other Fund.
(c) Neither party to this Plan shall be liable to the other party for
consequential damages under any provision of this Plan.
(d) This Plan shall be governed by, and the provisions of this Plan
shall be construed and interpreted under and in accordance with, the laws of the
State of Delaware.
(e) This Plan constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof, whether oral or written.
(f) This Plan may be executed by the parties hereto in any number of
counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(g) If any part, term or provision of this Plan 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 Plan did
not contain the particular part, term or provision held to be illegal or
invalid. This Plan shall be construed as if drafted jointly by both Forum and
Trust and no presumptions shall arise favoring any party by virtue of authorship
of any provision of this Plan.
(h) Section headings in this Plan are included for convenience only
and are not to be used to construe or interpret this Plan.
(i) 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.
(j) Notwithstanding any other provision of this Plan, the parties agree
that the assets and liabilities of each Fund of the Trust are separate and
distinct from the assets and liabilities of each other Fund and that no Fund
shall be liable or shall be charged for any debt, obligation or liability of any
other Fund, whether arising under this Plan or otherwise.
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(k) Nothing contained in this Agreement is intended to or shall require
Forum, in any capacity hereunder, to perform any functions or duties on any day
other than a Fund business day. Functions or duties normally scheduled to be
performed on any day which is not a Fund business day shall be performed on, and
as of, the next Fund business day, unless otherwise required by law.
(l) No affiliated person, employee, agent, director, officer or manager
of Forum shall be liable at law or in equity for Forum's obligations under this
Plan.
(m) Each of the undersigned warrants and represents that they have full
power and authority to sign this Agreement on behalf of the party indicated and
that their signature will bind the party indicated to the terms hereof and each
party hereto warrants and represents that this Agreement, when executed and
delivered, will constitute a legal, valid and binding obligation of the party,
enforceable against the party in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
(l) The terms "vote of a majority of the outstanding voting
securities," "interested person," and "affiliated person." shall have the
meanings ascribed thereto in the 1940 Act.
IN WITNESS WHEREOF, the parties have caused this Plan to be executed by
their officers designated below as of the day first above written.
FORUM FUNDS
/S/ JOHN Y. KEFFER
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John Y. Keffer, President
FORUM ADMINISTRATIVE SERVICES, LLC
/S/DAVID I. GOLDSTEIN
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David I. Goldstein, Director
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FORUM FUNDS
SHAREHOLDER SERVICE PLAN
APPENDIX A
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FUND/CLASS DATE SUBJECT TO PLAN PAYMENTS (AS A % OF AVERAGE NET ASSETS)
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BrownIA Small Cap Growth Fund March 1, 2000 Up to 0.25% of each Fund; Any Payments shall
BrownIA Growth Equity Fund be limited to amounts paid by Forum to
BrownIA Maryland Bond Fund March 1, 2000 Service Providers with respect to each Fund.
November 14, 2000
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