Common use of EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT Clause in Contracts

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and the Trust on the date first above written, and shall become effective with respect to a Fund or a Class on the date that the Trust's Registration Statement with respect to such Fund or Class becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Trust or the Funds. (b) This Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fund, as applicable; PROVIDED, HOWEVER, that its continuance shall be specifically approved or ratified with such frequency and in the manner required by applicable law. (c) This Agreement may be terminated at any time, in its entirety or with respect to a Fund, without the payment of any penalty: (i) with or without cause, by either party on at least ninety [90] days' written notice to the other party. (ii) for cause, by the non breaching party on at least thirty (30) days' written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Forum, the failure by Forum to act consistently with the standard of care set forth in Section 3(a); PROVIDED, HOWEVER, that (A) the termination notice shall describe the breach, and (B) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party. (d) Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Forum for Forum's costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) of subsection (c) above. Forum and the Trust agree that to cover termination costs, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such termination. (e) The provisions of Sections 3, 4, 5, 7 and 13 shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Forum may, without further consent on the part of the Trust, (i) assign this agreement to any affiliate of Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVER, that Forum shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as Forum is for its own acts and omissions.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement Agreement, as amended and restated, shall become effective as between Forum and the Trust on the date first above writtenSeptember __, and shall become effective with respect to a Fund or a Class on the date that the Trust's Registration Statement with respect to such Fund or Class becomes effective2005. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Trust Companies or the Funds. (b) This Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fund, as applicable; PROVIDED, HOWEVER, that its continuance shall be specifically approved or ratified with such frequency and in the manner required by applicable lawFund until terminated. (c) This Agreement may be terminated at any time, in its entirety or with respect to a FundFund at any time, without the payment of any penalty: penalty (i) with by the applicable Board on 60 days' written notice to Citigroup or without cause, (ii) by either party Citigroup on at least ninety [90] 60 days' written notice to the other partyapplicable Company. (iid) for cause, by the non breaching party on This Agreement may be terminated with respect to a Fund at least thirty (30) days' written notice thereof to the other party, if any time where the other party has materially breached any of its obligations hereunder including, with respect to ForumCitigroup, the failure by Forum Citigroup to act consistently with the standard of care set forth in Section 3(a); PROVIDED. Termination pursuant to this subsection shall not be effective in less than thirty (30) days after written notice thereof from the non-breaching party, HOWEVER, that (A) the which termination notice shall describe the breach; provided, and (B) however, that no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination noticecured, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party. (d) Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Forum for Forum's costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) of subsection (c) above. Forum and the Trust agree that to cover termination costs, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such termination. (e) The provisions of Sections 2(d), 3, 4, 5, 7 6(e), 6(f), 8, 9, 10, 12, and 13 shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Forum Citigroup may, without further consent on the part of the Trustany Company, (i) assign this agreement to any affiliate of Forum Citigroup or (ii) subcontract for the performance hereof with any entity, including an affiliate of ForumCitigroup; PROVIDED HOWEVER, that Forum Citigroup shall be as fully responsible to the Trust Company for the acts and omissions of any subcontractor as Forum Citigroup is for its own acts and omissionsomissions and that Citigroup shall not be relieved of any of its responsibilities hereunder.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and the Trust on the date first above written, and shall become effective with respect to a Fund or a Class on the date that the Trust's Registration Statement with respect to such Fund or Class becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Trust or the Funds. (b) This Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fund, as applicable; PROVIDED, HOWEVER, that its continuance shall be specifically approved or ratified with such frequency and in the manner required by applicable law. (c) This Agreement may be terminated at any time, in its entirety or with respect to a Fund, without the payment of any penalty: (i) with or without cause, by either party on at least ninety [90] days' written notice to the other party. (ii) for cause, by the non breaching party on at least thirty (30) days' written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Forum, the failure by Forum to act consistently with the standard of care set forth in Section 3(a); PROVIDED, HOWEVER, that (A) the termination notice shall describe the breach, and (B) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party. (d) Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Forum for Forum's costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) of subsection (c) above. Forum and the Trust agree that to cover termination costs, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such termination. (e) The provisions of Sections 3, 4, 5, 7 and 13 14 shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Forum may, without further consent on the part of the Trust, (i) assign this agreement to any affiliate of Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVER, that Forum shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as Forum is for its own acts and omissions.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and the Trust on the date set forth in the first above written, and shall become effective with respect to a Fund or a Class on the date that the Trust's Registration Statement with respect to such Fund or Class becomes effectiveparagraph of this Agreement. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Trust or the Funds. (b) This Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fund, as applicable; PROVIDED, HOWEVER, that its continuance Fund until terminated and shall be specifically renewed annually, the first renewal occurring no later than December 1, 2009, provided that such renewal is approved or ratified with such frequency and in by a majority vote of the manner required by applicable lawBoard, including a majority of the Independent Directors. (c) This Agreement may be terminated at any time, in its entirety or with respect to a Fund, without the payment of any penalty: : (i) by the Board on sixty (60) days’ written notice to Foreside; or (ii) by Foreside on sixty (60) days’ written notice to the Client; provided, however, that the Board will have the right and authority to remove the individual designated on Appendix B as the Client’s CCO, AMLCO and/or PFO for the Funds at any time, with or without cause, by either party on at least ninety [90] days' written notice without payment of any penalty. In this case, FCS or FMS, as the case may be, will designate another of its employees, subject to approval of the other party. Board and the Independent Directors, to serve as temporary CCO, AMLCO and/or PFO until the earlier of: (i) the designation of a new permanent CCO, AMLCO and/or PFO; or (ii) for cause, by the non breaching party on at least thirty (30) days' written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Forum, the failure by Forum to act consistently with the standard of care set forth in Section 3(a); PROVIDED, HOWEVER, that (A) the termination notice shall describe the breach, and (B) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching partythis Agreement. (d) Should the Trust employment of an individual designated in Appendix B be terminated by Foreside, the Board retains the right to remove the individual as the Client’s CCO, AMLCO and/or PFO for the Funds, as described in (c) above, although the Board may exercise its right to terminate this Agreementretain the individual as CCO, AMLCO and/or PFO. If the Trust shall reimburse Forum Board removes the individual as the Client’s CCO, AMLCO and/or PFO for Forum's costs associated with the copying and movement Funds, FCS or FMS will designate another employee of records and material FCS or FMS, subject to any successor person and providing assistance to any successor person in the establishment approval of the accounts Board and records necessary the Independent Directors, to carry out serve as temporary CCO, AMLCO and/or PFO until the successor's responsibilities earlier of: ("termination costs")i) the designation of a new permanent CCO, AMLCO and/or PFO; PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause or (ii) the termination of subsection this Agreement. If the Board retains the individual, Foreside agrees that it will continue to provide the services described in Sections 2(c) through (cf) above. Forum and the Trust agree that to cover termination costs, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under of this Agreement for until such time as either party terminates the six full months preceding such terminationAgreement, in accordance with this Section 6. (e) The provisions of Sections 2(d), 3, 45(b), 56(e), 7 6(f), 8, 9, 11, 13, 14(a) and 13 14(i) shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may otherwise shall not be assigned assignable by any party without either Foreside or the Client except by the specific written consent of the other party. This If the parties to this Agreement consent to assignment of all or any part of this Agreement, all terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and assigns of the parties and their respective permitted successors and assigns. Forum may, without further consent on the part of the Trust, (i) assign this agreement to any affiliate of Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVER, that Forum shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as Forum is for its own acts and omissionshereto.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and the Trust on the date first above written, and shall become effective with respect to a Fund or a Class on the later of the date that on which the Trust's Registration Statement with respect to such Fund or Class becomes effectiveeffective or the date of the commencement of operations of the Fund or Class. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Trust or the Funds. (b) This Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fund, as applicable; PROVIDED, HOWEVER, that its continuance shall be specifically approved or ratified with such frequency and in the manner required by applicable law. (c) This Agreement may be terminated at any time, in its entirety or with respect to a Fund, without the payment of any penalty: (i) with or without cause, by either party on at least ninety [(90] ) days' written notice to the other party. (ii) for cause, by the non breaching party on at least thirty (30) days' written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Forum, the failure by Forum to act consistently with the standard of care set forth in Section 3(a); PROVIDED, HOWEVER, that (A) the termination notice shall describe the breach, and (B) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party. (d) Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Forum for Forum's costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) of subsection (c) above. Forum and the Trust agree that to cover termination costs, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such termination. (e) The provisions of Sections 3, 4, 5, 7 5 and 13 shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Forum may, without further consent on the part of the Trust, (i) assign this agreement to any affiliate of Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVER, that Forum shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as Forum is for its own acts and omissions.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement Agreement, as amended and restated, shall become effective as between Forum and the Trust on the date first above writtenSeptember 27, and shall become effective with respect to a Fund or a Class on the date that the Trust's Registration Statement with respect to such Fund or Class becomes effective2006. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Trust Companies or the Funds. (b) This Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fund, as applicable; PROVIDED, HOWEVER, that its continuance shall be specifically approved or ratified with such frequency and in the manner required by applicable lawFund until terminated. (c) This Agreement may be terminated at any time, in its entirety or with respect to a FundFund at any time, without the payment of any penalty: penalty (i) with by the applicable Board on 60 days' written notice to Citigroup or without cause, (ii) by either party Citigroup on at least ninety [90] 60 days' written notice to the other partyapplicable Company. (iid) for cause, by the non breaching party on This Agreement may be terminated with respect to a Fund at least thirty (30) days' written notice thereof to the other party, if any time where the other party has materially breached any of its obligations hereunder including, with respect to ForumCitigroup, the failure by Forum Citigroup to act consistently with the standard of care set forth in Section 3(a); PROVIDED. Termination pursuant to this subsection shall not be effective in less than thirty (30) days after written notice thereof from the non-breaching party, HOWEVER, that (A) the which termination notice shall describe the breach; provided, and (B) however, that no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination noticecured, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party. (d) Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Forum for Forum's costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) of subsection (c) above. Forum and the Trust agree that to cover termination costs, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such termination. (e) The provisions of Sections 2(d), 3, 4, 5, 7 6(e), 6(f), 8, 9, 10, 12, and 13 shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Forum Citigroup may, without further consent on the part of the Trustany Company, (i) assign this agreement to any affiliate of Forum Citigroup or (ii) subcontract for the performance hereof with any entity, including an affiliate of ForumCitigroup; PROVIDED HOWEVERprovided however, that Forum Citigroup shall be as fully responsible to the Trust Company for the acts and omissions of any subcontractor as Forum Citigroup is for its own acts and omissionsomissions and that Citigroup shall not be relieved of any of its responsibilities hereunder.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and the Trust on the date set forth in the first above written, and shall become effective with respect to a Fund or a Class on the date that the Trust's Registration Statement with respect to such Fund or Class becomes effectiveparagraph of this Agreement. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Trust or the Funds. (b) This Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fund, as applicable; PROVIDED, HOWEVER, that its continuance Fund until terminated and shall be specifically renewed annually, the first renewal occurring no later than December 1, 2009, provided that such renewal is approved or ratified with such frequency and in by a majority vote of the manner required by applicable lawBoard, including a majority of the Independent Directors. (c) This Agreement may be terminated at any time, in its entirety or with respect to a Fund, without the payment of any penalty: : (i) by the Board on sixty (60) days’ written notice to Foreside; or (ii) by Foreside on sixty (60) days’ written notice to the Client; provided, however, that the Board will have the right and authority to remove the individual designated on Appendix B as the Client’s CCO, AMLCO and/or PFO for the Funds at any time, with or without cause, by either party on at least ninety [90] days' written notice without payment of any penalty. In this case, FCS or FMS, as the case may be, will designate another of its employees, subject to approval of the other party. Board and the Independent Directors, to serve as temporary CCO, AMLCO and/or PFO until the earlier of: (i) the designation of a new permanent CCO, AMLCO and/or PFO; or (ii) for cause, by the non breaching party on at least thirty (30) days' written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Forum, the failure by Forum to act consistently with the standard of care set forth in Section 3(a); PROVIDED, HOWEVER, that (A) the termination notice shall describe the breach, and (B) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching partythis Agreement. (d) Should the Trust employment of an individual designated in Appendix B be terminated by Foreside, the Board retains the right to remove the individual as the Client’s CCO, AMLCO and/or PFO for the Funds, as described in (c) above, although the Board may exercise its right to terminate this Agreementretain the individual as CCO, AMLCO and/or PFO. If the Trust shall reimburse Forum Board removes the individual as the Client’s CCO, AMLCO and/or PFO for Forum's costs associated with the copying and movement Funds, FCS or FMS will designate another employee of records and material FCS or FMS, subject to any successor person and providing assistance to any successor person in the establishment approval of the accounts Board and records necessary the Independent Directors, to carry out serve as temporary CCO, AMLCO and/or PFO until the successor's responsibilities earlier of: ("termination costs")i) the designation of a new permanent CCO, AMLCO and/or PFO; PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause or (ii) the termination of subsection this Agreement. If the Board retains the individual, Foreside agrees that it will continue to provide the services described in Sections 2(c) through (cf) above. Forum and the Trust agree that to cover termination costs, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under of this Agreement for until such time as either party terminates the six full months preceding such terminationAgreement, in accordance with this Section 6. (e) The provisions of Sections 2(g), 3, 45(b), 56(e), 7 6(f) 8, 9, 11, 13, 14(a) and 13 14(i) shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may otherwise shall not be assigned assignable by any party without either Foreside or the Client except by the specific written consent of the other party. This If the parties to this Agreement consent to assignment of all or any part of this Agreement, all terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and assigns of the parties and their respective permitted successors and assigns. Forum may, without further consent on the part of the Trust, (i) assign this agreement to any affiliate of Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVER, that Forum shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as Forum is for its own acts and omissionshereto.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and the Trust on the date first above written, and shall become effective with respect to a each Fund or a Class on the later of October 1, 1999 or the date that of the Trust's Registration Statement with respect to such commencement of operations of the Fund or Class becomes effectiveClass. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such Agreement agreement may have been deemed to relate to the Trust or the Funds. (b) This Agreement shall continue in effect with respect to each Fund until terminatedDecember 31, either 2002 (the "Initial Term") and shall continue in effect thereafter for successive one year periods unless earlier terminated in accordance with this Section or until the Fund ceases operations. (c) Notwithstanding Section 5(b), this Agreement may be terminated with respect to any or all Funds by the Board or Forum at any time without notice if: (i) the other party breaches any material provision of this Agreement, the terminating party has provided written notice of such breach to the breaching party and the breaching party has not cured the breach within 30 days of receipt of such notice; provided that such termination rights may not be exercised more than 30 days after the breaching party has cured the breach; (ii) the other party becomes the subject of any federal or state bankruptcy proceeding that is not dismissed within 60 days after the initiation of such proceeding; provided that such termination shall not occur more than 60 days after the dismissal of such proceeding; or (iii) the other party (or in the case of Forum, the Administrator) is convicted of corporate criminal activity. (d) Notwithstanding Section 5(b), this Agreement may be terminated with respect to any or all Funds by the Board at any time with 180 days' notice prior to the expiration of the Initial Term if Forum fails to meet or exceed its entirety Service Standard Percentage: (i) in any four consecutive months; or (ii) in any six months during any consecutive period of twelve months. The Service Standard Percentage and whether Forum met or exceeded it shall be calculated each month. Forum shall meet or exceed the Service Standard Percentage for a given month if Forum meets or exceeds at least 3 (three) of the 5 (five) Service Standard criteria listed in Appendix B. For these purposes, each of the Service Standard criteria shall be measured on an aggregate basis for all Funds combined with all "Funds" that are included as "Funds" in a Fund Accounting Agreement between Forum and ▇▇▇▇▇ Fargo Variable Trust or between Forum and ▇▇▇▇▇ Fargo Core Trust, if any (to the extent that the comparable Service Standard criteria exist for such other Funds). The Trust may change this standard and require that Forum shall meet or exceed the Service Standard Percentage for a given month if Forum meets or exceeds at least 4 (four) of the 5 (five) Service Standard criteria listed in Appendix B. Such change may only be made with respect to the month of April 2001 and all months thereafter and only upon 60 days' notice to Forum. Notwithstanding anything to the contrary, Forum shall use its best efforts to satisfy all Service Standard criteria and score at least 99.8 each month on each Service Standard criteria. Nothing in this subsection (d) shall in any way diminish the Trust's right to terminate this Agreement in the event of a breach of a material provision of this Agreement by Forum pursuant to Section 5(c). (e) Notwithstanding Section 5(b), this Agreement may be terminated with respect to any or all Funds by the Board at any time after the date that is 180 days prior to the expiration of the Initial Term on 180 days' written notice to Forum. (f) Notwithstanding Section 5(b), this Agreement may be terminated by Forum at any time on 180 days' written notice to the Trust. (g) Notwithstanding Section 5(b), this Agreement may be terminated with respect to any or all Funds by the Board at any time if ▇▇▇▇▇ Fargo & Company directly or indirectly acquires, is acquired by, merges, consolidates or otherwise reorganizes with (a "Reorganization") any company and immediately thereafter (i) ▇▇▇▇▇ Fargo & Company or its successor controls or is under common control with any company that provides in the normal course of business the services listed in Section 2, whether generally to the mutual fund industry or only to mutual funds advised or sponsored by its affiliates or (ii) ▇▇▇▇▇ Fargo & Company or an affiliate of it advises a family of mutual funds for which the services listed in Section 2 are performed by a company not affiliated with ▇▇▇▇▇ Fargo & Company. Such termination may be made at any time after the occurrence of the event described in the preceding sentence by the Board on 90 days' written notice to Forum. In the event that the Trust elects to terminate this Agreement pursuant to clause (i) of this subsection with respect to a Fund, as applicablethe Trust shall pay Forum twelve (the "multiplier") times the greater of (x) the monthly average fees due to Forum under this Agreement during the last three whole months prior to the Reorganization and (y) the monthly average fees paid to Forum during the last three whole months prior to delivery of the notice of termination ("Termination Fee"). The multiplier will be reduced one-twelfth for each three full calendar month period after December 31, 1999 that expires prior to the Reorganization; PROVIDEDprovided, HOWEVERhowever, that its continuance the multiplier shall be specifically approved at least four. If notice of termination under this subsection is given on or ratified with such frequency and in the manner required by applicable law. (c) This Agreement may be terminated at any timebefore March 31, in its entirety or 2000 with respect to a Fund, without Fund the payment of any penalty: (i) with or without cause, by either party on at least ninety [90] days' written notice to the other party. (ii) for cause, Termination Fee shall be $6,400,000 divided by the non breaching party on at least thirty (30) days' written notice thereof to sum of the other party, if number of Funds plus the other party has materially breached any number of its obligations hereunder including, with respect to Forum, the failure by Forum to act consistently with the standard of care set forth in Section 3(a); PROVIDED, HOWEVER, "Funds" as that (A) the termination notice shall describe the breach, and (B) no such termination shall be effective if, with respect to any breach that term is capable of being cured prior to the date set forth defined in the termination notice, Fund Accounting Agreement for ▇▇▇▇▇ Fargo Variable Trust and ▇▇▇▇▇ Fargo Core Trust. In the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party. (d) Should event that the Trust exercise its right elects to terminate this Agreement, the Trust shall reimburse Forum for Forum's costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) of this subsection (c) above. Forum and with respect to a Fund, the Trust agree that to cover termination costs, shall pay Forum shall receive an amount equal to one and one-half times the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such terminationTermination Fee as calculated above. (eh) Any termination in accordance with Sections 5(c) through 5(g) shall be without penalty. (i) The provisions of Sections 2(c), 3, 4, 55(i), 7 5(j), 7, 8, 9(b), 12, 13 and 13 14 shall survive any termination of this Agreement. (fj) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may not be assigned by any party without either Forum or the Trust except by the specific written consent of the other party. This Notwithstanding anything in this Agreement to the contrary, the transfer of ownership of all or part the equity interests in Forum to Forum's management staff or the heirs of ▇▇▇▇ ▇▇▇▇▇▇ shall not be deemed to be an assignment. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and assigns of the parties and their respective permitted successors and assigns. Forum may, without further consent on the part of the Trust, (i) assign this agreement to any affiliate of Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVER, that Forum shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as Forum is for its own acts and omissionshereto.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and the Trust on the date first above written, and shall become effective with respect to a each Fund or a Class on the later of September 17, 1999 or the date that of the Trust's Registration Statement with respect to such commencement of operations of the Fund or Class becomes effectiveClass. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such Agreement agreement may have been deemed to relate to the Trust or the Funds. (b) This Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fundeach Fund until September 30, as applicable; PROVIDED, HOWEVER, that its continuance 2002 (the "Initial Term") and shall be specifically approved or ratified with such frequency and continue in the manner required by applicable laweffect thereafter until terminated. (c) This Notwithstanding Section 5(b), this Agreement may be terminated at any time, in its entirety or with respect to a Fundany or all Funds at any time after the expiration of the Initial Term, without the payment of any penalty: penalty (i) with by the Board on 60 days' written notice to Forum or without cause, (ii) by either party Forum on at least ninety [90] 60 days' written notice to the other partyTrust. (iid) for causeNotwithstanding Section 5(b), this Agreement may be terminated by either party hereto at any time without notice, whether prior to or after the non breaching party on at least thirty expiration of the Initial Term, if: (30i) days' written notice thereof to the other party, if the other party has materially breached breaches any material provision of its obligations hereunder including, with respect to Forumthis Agreement, the failure by Forum terminating party has provided written notice of such breach to act consistently with the standard breaching party and the breaching party has not cured the breach within 30 days of care set forth in Section 3(a)receipt of such notice; PROVIDED, HOWEVER, provided that (A) the such termination notice shall describe the breach, and (B) no such termination shall not be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, given more than 30 days after the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party.breach; (d) Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Forum for Forum's costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) the other party becomes the subject of subsection any federal or state bankruptcy proceeding that is not dismissed within 60 days after the initiation of such proceeding; provided that such termination shall not occur more than 60 days after the dismissal of such proceeding; or (ciii) above. Forum and the Trust agree that to cover termination costsother party (or in the case of Forum, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such terminationAdministrator) is convicted of corporate criminal activity. (e) Notwithstanding Section 5(b), this Agreement may be terminated by the Trust at any time, whether prior to or after the expiration of the Initial Term, if: (i) Forum fails to meet or exceed [ ]% of the Service Standards: (A) in any three consecutive months; or (B) in any six months during any consecutive period of twelve months;or (ii) the average cumulative Service Level Percentage (as defined below) is less than [ ]% in any consecutive period of six months. Compliance with the Service Standards shall be computed as a fraction, the numerator of which shall be the number of Service Standard criteria that were met or exceeded in the month and the denominator of which shall be the number of Service Standard criteria applicable in such month. The Service level Percentage shall mean such fraction expressed as a percentage. Nothing in this paragraph (e) shall in any way diminish the Trust's right to terminate this Agreement in the event of a breach of a material provision of this Agreement by Forum pursuant to Section 5(d). (f) Notwithstanding Section 5(b), this Agreement may be terminated by Forum at any time, whether prior to or after the expiration of the Initial Term, without the payment of any penalty on 180 days' written notice to the Trust. (g) The provisions of Sections 2(c), 3, 4, 55(g), 7 5(h), 7, 8, 9(b), 12, 13 and 13 14 shall survive any termination of this Agreement. (fh) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may otherwise shall not be assigned assignable by any party without either Forum or the Trust except by the specific written consent of the other party. This All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and assigns of the parties and their respective permitted successors and assigns. Forum may, without further consent on the part of the Trust, (i) assign this agreement to any affiliate of Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVER, that Forum shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as Forum is for its own acts and omissionshereto.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and the Trust on the date first above written, and shall become effective with respect to a each Fund or a Class on the earlier of the date that on which the Trustapplicable Company's Registration Statement with respect relating to such the Shares of the Fund or Class becomes effectiveeffective or the date of the commencement of operations of the Fund or Class. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Trust or the Funds. (b) This Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fund, as applicable; PROVIDED, HOWEVER, that its continuance shall be specifically approved or ratified with such frequency and in the manner required by applicable lawFund until terminated. (c) This Agreement may be terminated at any time, in its entirety or with respect to a FundFund at any time, without the payment of any penalty: penalty (i) with by the applicable Board on 60 days' written notice to Forum or without cause, (ii) by either party Forum on at least ninety [90] 60 days' written notice to the other partyapplicable Company. (iid) for cause, by the non breaching party on This Agreement may be terminated with respect to a Fund at least thirty (30) days' written notice thereof to the other party, if any time where the other party has materially breached any of its obligations hereunder including, with respect to Forum, the failure by Forum to act consistently with the standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective less than thirty (30) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; PROVIDED, HOWEVER, that (A) the termination notice shall describe the breach, and (B) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination noticecured, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party. (d) Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Forum for Forum's costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) of subsection (c) above. Forum and the Trust agree that to cover termination costs, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such termination. (e) The provisions of Sections 2(c), 3, 4, 5, 7 6(d), 6(e), 8, 9, 10, 12, and 13 shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Forum may, without further consent on the part of the Trustany Company, (i) assign this agreement to any affiliate of Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVER, that Forum shall be as fully responsible to the Trust applicable Company for the acts and omissions of any subcontractor as Forum is for its own acts and omissionsomissions and that Forum shall not be relieved of any of its responsibilities hereunder.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and the Trust on the date first above writtenhereof and, and shall become effective with respect to a each new Fund or a Class referred to in Section 7, on the earlier of the date that on which the Trust's Registration Statement with respect relating to the Shares of such Fund or Class becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Trust effective or the Fundsdate of the commencement of operations of the Fund or Class. (b) This Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fundeach Fund and Class until December 31, as applicable; PROVIDED, HOWEVER, that its continuance 2002 (the "Initial Term") and shall be specifically approved continue in effect thereafter for successive one-year periods unless earlier terminated in accordance with this Section or ratified with such frequency and in until the manner required by applicable lawFund or Class ceases operations. (c) In the event that Allfirst elects to terminate this Agreement prior to December 31, 2004, pursuant to this Section 6, Allfirst shall pay Forum twelve (the "multiplier") times the monthly average fees due to Forum under this Agreement ("Termination Fee") (calculated based on the last three months prior to the date of termination). The multiplier shall be reduced one-twelfth for each full calendar quarter after December 31, 2001 that expires. The Termination Fee shall be due as of the last day this Agreement is effective. An amendment of this Agreement that eliminates a portion of the services that Forum provides to Allfirst and associated fees to Forum (as agreed by the parties), wherein Allfirst Bank or its affiliates contemporaneously become responsible for delivering similar services to the Trust, shall not be deemed to be a termination. (d) This Agreement may be terminated at any time, in its entirety or with respect to a Fundany or all Funds at any time after the date that is 90 days prior to the expiration of the Initial Term, without the payment of any penalty: (i) with or without cause, by either party Allfirst on at least ninety [90] 90 days' written notice to the other party. Forum or (ii) for cause, by the non breaching party Forum on at least thirty (30) 90 days' written notice thereof to Allfirst. If Allfirst terminates the other partyAgreement prior to December 31, if the other party has materially breached any of its obligations hereunder including2004, with respect to Forum, the failure by Allfirst shall pay Forum to act consistently with the standard of care set forth a Termination Fee as calculated in Section 3(a6(c); PROVIDED, HOWEVER, that (A) the termination notice shall describe the breach, and (B) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party. (d) Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Forum for Forum's costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) of subsection (c) above. Forum and the Trust agree that to cover termination costs, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such termination. (e) The provisions of Sections 2(d), 3, 4, 5, 7 6(d), 6(e), 6(f), 8, 9, 10, 12, and 13 shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may not be assigned by any party without either Forum or Allfirst except by the specific written consent of the other party, provided that Allfirst may notify Forum that a service formerly provided by Forum will instead be provided by Allfirst or its affiliates as of a specified date, and Forum's fee will be adjusted accordingly (as agreed by the parties). This Notwithstanding anything in this Agreement to the contrary, the transfer of ownership of all or part the equity interests in Forum to Forum's employees or the heirs or devisees of John Keffer on or after January 1, 20▇▇, ▇▇▇▇▇ not be deemed to be an assignment. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and assigns of the parties and their respective permitted successors and assigns. Forum may, without further consent on the part of the Trust, (i) assign this agreement to any affiliate of Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVER, that Forum shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as Forum is for its own acts and omissionshereto.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and the Trust on the date first above writtenMay 24, and shall become effective with respect to a Fund or a Class on the date that the Trust's Registration Statement with respect to such Fund or Class becomes effective2002. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Trust Companies or the Funds. (b) This Thi Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fund, as applicable; PROVIDED, HOWEVER, that its continuance shall be specifically approved or ratified with such frequency and in the manner required by applicable lawFund until terminated. (c) This Agreement may be terminated at any time, in its entirety or with respect to a FundFund at any time, without the payment of any penalty: penalty (i) with by the applicable Board on 60 days' written notice to Forum or without cause, (ii) by either party Forum on at least ninety [90] 60 days' written notice to the other partyapplicable Company. (iid) for cause, by the non breaching party on This Agreement may be terminated with respect to a Fund at least thirty (30) days' written notice thereof to the other party, if any time where the other party has materially breached any of its obligations hereunder including, with respect to Forum, the failure by Forum to act consistently with the standard of care set forth in Section 3(a); PROVIDED. Termination pursuant to this subsection shall not be effective in less than thirty (30) days after written notice thereof from the non-breaching party, HOWEVER, that (A) the which termination notice shall describe the breach; provided, and (B) however, that no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination noticecured, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party. (d) Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Forum for Forum's costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) of subsection (c) above. Forum and the Trust agree that to cover termination costs, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such termination. (e) The provisions of Sections 2(d), 3, 4, 5, 7 6(e), 6(f), 8, 9, 10, 12, and 13 shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Forum may, without further consent on the part of the Trustany Company, (i) assign this agreement to any affiliate of Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVERprovided however, that Forum shall be as fully responsible to the Trust Company for the acts and omissions of any subcontractor as Forum is for its own acts and omissions.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and the Trust on the date first above written, Effective Date and shall become effective with respect to a Fund or a Class on continue in full force and effect for an initial term of one (1) year from the date that the Trust's Registration Statement with respect to such Fund or Class becomes effectiveEffective Date. Upon effectiveness of Thereafter, this Agreement, it Agreement shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Trust or the Fundsautomatically renew for successive one-year terms. (b) This Agreement shall continue in effect until terminated, either terminated (i) in its entirety entirety, or (ii) with respect to the Services described in any one or more of the parts of Appendix A, in any one or more of the parts (a Fund, as applicable; PROVIDED, HOWEVER, that its continuance shall be specifically approved or ratified with such frequency and in the manner required by applicable law“Partial Termination”). (c) This Agreement may be terminated at any time, in its entirety or with respect to there may be a FundPartial Termination, without the payment of any penalty: (i) with or without cause, by either party on for cause at least ninety [90] days' written notice to the other party. (ii) for cause, any time by the non non-breaching party on at least thirty forty-five (3045) days' ’ written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to ForumAtlantic, the failure by Forum Atlantic to act consistently with the standard Standard of care set forth in Section 3(a)Care; PROVIDEDprovided, HOWEVERhowever, that (Ai) the termination notice shall describe the breach, and (Bii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching partyparty and the non-breaching party agrees to withdraw the termination notice. (d) This Agreement may be terminated in its entirety or there may be a Partial Termination, without the payment of any penalty, at any time by the Trust on at least ninety (90) days’ written notice thereof to Atlantic, and upon sixty (60) days’ written notice thereof to Atlantic to the extent the Adviser has been removed as the investment adviser to the Trust. In the event of a Partial Termination the Parties shall agree to compensation with respect to the non-terminated Services in accordance with the Change Control Process. (e) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Service provided to the Trust, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers’ responsibilities. Should the Trust or Atlantic exercise its right to terminate this Agreement, the Trust shall reimburse Forum Atlantic for Forum's Atlantic’s reasonable costs associated with the copying and movement of records and material to any successor person and person, for providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's ’s responsibilities and for any out-of-pocket fees or expenses incurred by Atlantic in respect of the cancellation or termination of third party services provided in support of the services rendered by Atlantic pursuant to this Agreement ("“termination costs"”); PROVIDEDprovided, HOWEVERhowever, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum Atlantic for such expenses and employee time its termination costs if the Trust has terminated terminates this Agreement pursuant to clause (iic)(ii) of subsection above or if Atlantic terminates this Agreement pursuant to clause (cc)(i) above. Forum and above (other than termination by Atlantic following a Partial Termination by the Trust agree that as to cover termination costs, Forum shall receive an amount equal to which the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such terminationTrust has reimbursement obligations). (ef) The provisions of Sections 3, 4, 5, 7 6, 7, 8, 9, and 13 10 shall survive any termination of this Agreement. (fi) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Forum Subject to prior notice to the Trust, Atlantic may, without further consent on the part of the Trust, (i) assign this agreement to any affiliate of Forum Atlantic or (ii) subcontract for the performance hereof with any entity, including an affiliate of ForumAtlantic; PROVIDED HOWEVERprovided however, that Forum Atlantic shall be as fully responsible to the Trust for the acts and omissions of any assignee or subcontractor as Forum Atlantic is for its own acts and omissionsomissions under this Agreement and that no such assignment or subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services. Notwithstanding the foregoing, (i) Atlantic shall not be liable for the acts or omissions of (A) any Non-Discretionary Subcontractors or (B) any assignee provided that the Trust has consented to such assignment and (ii) Atlantic may subcontract for the performance hereof with any of its affiliates without prior notice; provided however, that Atlantic shall be as fully responsible to the Trust for the acts and omissions of such affiliate as Atlantic is for its own acts and omissions and that no such subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and the Trust on the date first above written, and shall become effective with respect to a each Fund or a Class on the later of September 17, 1999 or the date that of the Trust's Registration Statement with respect to such commencement of operations of the Fund or Class becomes effectiveClass. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such Agreement agreement may have been deemed to relate to the Trust or the Funds. (b) This Agreement shall continue in effect with respect to each Fund until terminatedDecember 31, either 2002 (the "Initial Term") and shall continue in effect thereafter for successive one year periods unless earlier terminated in accordance with this Section or until the Fund ceases operations. (c) Notwithstanding Section 5(b), this Agreement may be terminated with respect to any or all Funds by the Board or Forum at any time without notice if: (i) the other party breaches any material provision of this Agreement, the terminating party has provided written notice of such breach to the breaching party and the breaching party has not cured the breach within 30 days of receipt of such notice; provided that such termination rights may not be exercised more than 30 days after the breaching party has cured the breach; (ii) the other party becomes the subject of any federal or state bankruptcy proceeding that is not dismissed within 60 days after the initiation of such proceeding; provided that such termination shall not occur more than 60 days after the dismissal of such proceeding; or (iii) the other party (or in the case of Forum, the Administrator) is convicted of corporate criminal activity. (d) Notwithstanding Section 5(b), this Agreement may be terminated with respect to any or all Funds by the Board at any time with 180 days' notice prior to the expiration of the Initial Term if Forum fails to meet or exceed its entirety Service Standard Percentage: (i) in any four consecutive months; or (ii) in any six months during any consecutive period of twelve months. The Service Standard Percentage and whether Forum met or exceeded it shall be calculated each month. Forum shall meet or exceed the Service Standard Percentage for a given month if Forum meets or exceeds at least 3 (three) of the 5 (five) Service Standard criteria listed in Appendix B. For these purposes, each of the Service Standard criteria shall be measured on an aggregate basis for all Funds combined with all "Funds" that are included as "Funds" in a Fund Accounting Agreement between Forum and ▇▇▇▇▇ Fargo Funds Trust or between Forum and ▇▇▇▇▇ Fargo Core Trust, if any. The Trust may change this standard and require that Forum shall meet or exceed the Service Standard Percentage for a given month if Forum meets or exceeds at least 4 (four) of the 5 (five) Service Standard criteria listed in Appendix B. Such change may only be made with respect to the month of April 2001 and all months thereafter and only upon 60 days' notice to Forum. Notwithstanding anything to the contrary, Forum shall use its best efforts to satisfy all Service Standard criteria and score at least 99.8 each month on each Service Standard criteria. Nothing in this subsection (d) shall in any way diminish the Trust's right to terminate this Agreement in the event of a breach of a material provision of this Agreement by Forum pursuant to Section 5(c). (e) Notwithstanding Section 5(b), this Agreement may be terminated with respect to any or all Funds by the Board at any time after the date that is 180 days prior to the expiration of the Initial Term on 180 days' written notice to Forum. (f) Notwithstanding Section 5(b), this Agreement may be terminated by Forum at any time on 180 days' written notice to the Trust. (g) Notwithstanding Section 5(b), this Agreement may be terminated with respect to any or all Funds by the Board at any time if ▇▇▇▇▇ Fargo & Company directly or indirectly acquires, is acquired by, merges, consolidates or otherwise reorganizes with (a "Reorganization") any company and immediately thereafter (i) ▇▇▇▇▇ Fargo & Company or its successor controls or is under common control with any company that provides in the normal course of business the services listed in Section 2, whether generally to the mutual fund industry or only to mutual funds advised or sponsored by its affiliates or (ii) ▇▇▇▇▇ Fargo & Company or an affiliate of it advises a family of mutual funds for which the services listed in Section 2 are performed by a company not affiliated with ▇▇▇▇▇ Fargo & Company. Such termination may be made at any time after the occurrence of the event described in the preceding sentence by the Board on 90 days' written notice to Forum. In the event that the Trust elects to terminate this Agreement pursuant to clause (i) of this subsection with respect to a Fund, as applicablethe Trust shall pay Forum twelve (the "multiplier") times the greater of (x) the monthly average fees due to Forum under this Agreement during the last three whole months prior to the Reorganization and (y) the monthly average fees paid to Forum during the last three whole months prior to delivery of the notice of termination ("Termination Fee"). The multiplier will be reduced one-twelfth for each three full calendar month period after December 31, 1999 that expires prior to the Reorganization; PROVIDEDprovided, HOWEVERhowever, that its continuance the multiplier shall be specifically approved at least four. If notice of termination under this subsection is given on or ratified with such frequency and in the manner required by applicable law. (c) This Agreement may be terminated at any timebefore March 31, in its entirety or 2000 with respect to a Fund, without Fund the payment of any penalty: (i) with or without cause, by either party on at least ninety [90] days' written notice to the other party. (ii) for cause, Termination Fee shall be $6,400,000 divided by the non breaching party on at least thirty (30) days' written notice thereof to sum of the other party, if number of Funds plus the other party has materially breached any number of its obligations hereunder including, with respect to Forum, the failure by Forum to act consistently with the standard of care set forth in Section 3(a); PROVIDED, HOWEVER, "Funds" as that (A) the termination notice shall describe the breach, and (B) no such termination shall be effective if, with respect to any breach that term is capable of being cured prior to the date set forth defined in the termination notice, Fund Accounting Agreement for ▇▇▇▇▇ Fargo Funds Trust and ▇▇▇▇▇ Fargo Core Trust. In the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party. (d) Should event that the Trust exercise its right elects to terminate this Agreement, the Trust shall reimburse Forum for Forum's costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) of this subsection (c) above. Forum and with respect to a Fund, the Trust agree that to cover termination costs, shall pay Forum shall receive an amount equal to one and one-half times the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such terminationTermination Fee as calculated above. (eh) Any termination in accordance with Sections 5(c) through 5(g) shall be without penalty. (i) The provisions of Sections 2(c), 3, 4, 55(i), 7 5(j), 7, 8, 9(b), 12, 13 and 13 14 shall survive any termination of this Agreement. (fj) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may not be assigned by any party without either Forum or the Trust except by the specific written consent of the other party. This Notwithstanding anything in this Agreement to the contrary, the transfer of ownership of all or part the equity interests in Forum to Forum's management staff or the heirs of ▇▇▇▇ ▇▇▇▇▇▇ shall not be deemed to be an assignment. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and assigns of the parties and their respective permitted successors and assigns. Forum may, without further consent on the part of the Trust, (i) assign this agreement to any affiliate of Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVER, that Forum shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as Forum is for its own acts and omissionshereto.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and the Trust on the date first above written, and shall become effective with respect to a each Fund or a Class on the earlier of the date that on which the Trustapplicable Company's Registration Statement with respect relating to such the Shares of the Fund or Class becomes effectiveeffective or the date of the commencement of operations of the Fund or Class. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Trust or the Funds. (b) This Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fund, as applicable; PROVIDED, HOWEVER, that its continuance shall be specifically approved or ratified with such frequency and in the manner required by applicable lawFund until terminated. (c) This Agreement may be terminated at any time, in its entirety or with respect to a FundFund at any time, without the payment of any penalty: penalty (i) with by the applicable Board on 60 days' written notice to Forum or without cause, (ii) by either party Forum on at least ninety [90] 60 days' written notice to the other partyapplicable Company. (iid) for cause, by the non breaching party on This Agreement may be terminated with respect to a Fund at least thirty (30) days' written notice thereof to the other party, if any time where the other party has materially breached any of its obligations hereunder including, with respect to Forum, the failure by Forum to act consistently with the standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective less than thirty (30) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; PROVIDED, HOWEVER, that (A) the termination notice shall describe the breach, and (B) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination noticecured, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party. (d) Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Forum for Forum's costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) of subsection (c) above. Forum and the Trust agree that to cover termination costs, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such termination. (e) The provisions of Sections 2(c), 3, 4, 5, 7 6(d), 6(e), 8, 9, 10, 12, and 13 shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Forum may, without further consent on the part of the Trustany Company, (i) assign this agreement to any affiliate of Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVER, that Forum shall be as fully responsible to the Trust applicable Company for the acts and omissions of any subcontractor as Forum is for its own acts and omissions.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and the Trust on the date first indicated above written, and shall become effective with respect to a Fund or a Class on the date that the Trust's Registration Statement with respect to at such Fund or Class becomes effective. Upon effectiveness of time as Foreside commences providing services under this Agreement, it whichever is later (the “Effective Date”). Upon the Effective Date, this Agreement shall constitute the entire agreement between the parties and shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate parties, whether oral or written, relating to the Trust or the FundsTrust. (b) This Agreement shall continue in effect until terminated, either terminated in its entirety or accordance with respect to a Fund, as applicable; PROVIDED, HOWEVER, that its continuance shall be specifically approved or ratified with such frequency and in the manner required by applicable lawprovisions hereof. (c) This Agreement may be terminated at any time, in its entirety or with respect to a Fund, without the payment of any penalty: penalty (i) by the Board on sixty (60) days’ written notice to Foreside or (ii) by Foreside on sixty (60) days’ written notice to the Trust, provided, however, that the Board will have the right and authority to remove the individual designated by Foreside as the Trust’s CCO at any time, with or without cause, by either party on at least ninety [90] days' written notice without payment of any penalty. In this case, Foreside will designate another employee of Foreside, subject to approval of the other party. Board and the Independent Trustees, to serve as temporary CCO until the earlier of: (i) the designation of a new permanent CCO; or (ii) for cause, by the non breaching party on at least thirty (30) days' written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Forum, the failure by Forum to act consistently with the standard of care set forth in Section 3(a); PROVIDED, HOWEVER, that (A) the termination notice shall describe the breach, and (B) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching partythis Agreement. (d) Should the Trust exercise its right employment of the individual designated by Foreside to terminate serve as the Trust’s CCO be terminated for any reason, Foreside will immediately designate another qualified individual, subject to ratification by the Board and the Independent Trustees, to serve as temporary CCO until the earlier of: (i) the designation, and approval by the Board, of a new permanent CCO; or (ii) the termination of this Agreement. If, however, the Board desires to retain the individual as CCO, upon terms and conditions mutually satisfactory to said individual and the Board, Foreside agrees that it will continue to provide the services described in Sections 2(c) through (f) of this Agreement and the Trust shall reimburse Forum for Forum's costs associated with the copying and movement of records and material continue to any successor person and providing assistance pay all fees due pursuant to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) of subsection (c) above. Forum and until such time as either party terminates the Trust agree that to cover termination costsAgreement, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under in accordance with this Agreement for the six full months preceding such terminationSection 6. (e) The provisions of Sections 3, 46(e), 57, 7 10, 11, and 13 12 shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may shall not be assigned assignable by any party without either Foreside or the Trust except by the specific written consent of the other party. This All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and permitted assigns of the parties and their respective permitted successors and assigns. Forum may, without further consent on the part of the Trust, (i) assign this agreement to any affiliate of Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVER, that Forum shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as Forum is for its own acts and omissionshereto.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and the Trust on the date first above written, and shall become effective with respect to a each Fund or a Class on the later of September 17, 1999 or the date that of the Trust's Registration Statement with respect to such commencement of operations of the Fund or Class becomes effectiveClass. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such Agreement agreement may have been deemed to relate to the Trust or the Funds. (b) This Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fundeach Fund until September 30, as applicable; PROVIDED, HOWEVER, that its continuance 2002 (the "Initial Term") and shall be specifically approved or ratified with such frequency and continue in the manner required by applicable laweffect thereafter until terminated. (c) This Notwithstanding Section 5(b), this Agreement may be terminated at any time, in its entirety or with respect to a Fundany or all Funds at any time after the expiration of the Initial Term, without the payment of any penalty: penalty (i) with by the Board on 60 days' written notice to Forum or without cause, (ii) by either party Forum on at least ninety [90] 60 days' written notice to the other partyTrust. (iid) for causeNotwithstanding Section 5(b), this Agreement may be terminated by either party hereto at any time without notice, whether prior to or after the non breaching party on at least thirty expiration of the Initial Term, if: (30i) days' written notice thereof to the other party, if the other party has materially breached breaches any material provision of its obligations hereunder including, with respect to Forumthis Agreement, the failure by Forum terminating party has provided written notice of such breach to act consistently with the standard breaching party and the breaching party has not cured the breach within 30 days of care set forth in Section 3(a)receipt of such notice; PROVIDED, HOWEVER, provided that (A) the such termination notice shall describe the breach, and (B) no such termination shall not be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, given more than 30 days after the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party.breach; (d) Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Forum for Forum's costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) the other party becomes the subject of subsection any federal or state bankruptcy proceeding that is not dismissed within 60 days after the initiation of such proceeding; provided that such termination shall not occur more than 60 days after the dismissal of such proceeding; or (ciii) above. Forum and the Trust agree that to cover termination costsother party (or in the case of Forum, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such terminationAdministrator) is convicted of corporate criminal activity. (e) Notwithstanding Section 5(b), this Agreement may be terminated by the Trust at any time, whether prior to or after the expiration of the Initial Term, if: (i) Forum fails to meet or exceed [ ]% of the Service Standards: (A) in any three consecutive months; or (B) in any six months during any consecutive period of twelve months; or (ii) the average cumulative Service Level Percentage (as defined below) is less than [ ]% in any consecutive period of six months. Compliance with the Service Standards shall be computed as a fraction, the numerator of which shall be the number of Service Standard criteria that were met or exceeded in the month and the denominator of which shall be the number of Service Standard criteria applicable in such month. The Service level Percentage shall mean such fraction expressed as a percentage. Nothing in this paragraph (e) shall in any way diminish the Trust's right to terminate this Agreement in the event of a breach of a material provision of this Agreement by Forum pursuant to Section 5(d). (f) Notwithstanding Section 5(b), this Agreement may be terminated by Forum at any time, whether prior to or after the expiration of the Initial Term, without the payment of any penalty on 180 days' written notice to the Trust. (g) The provisions of Sections 2(c), 3, 4, 55(g), 7 5(h), 7, 8, 9(b), 12, 13 and 13 14 shall survive any termination of this Agreement. (fh) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may otherwise shall not be assigned assignable by any party without either Forum or the Trust except by the specific written consent of the other party. This All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and assigns of the parties and their respective permitted successors and assigns. Forum may, without further consent on the part of the Trust, (i) assign this agreement to any affiliate of Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVER, that Forum shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as Forum is for its own acts and omissionshereto.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and the Trust with respect to each Fund on the date first above written, and shall become effective with respect to a Fund or a Class on the date that the Trust's Registration Statement with respect to such Fund or Class becomes effectivewritten above. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Trust or the Funds. (b) This Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fund, as applicable; PROVIDED, HOWEVER, that its continuance terminated and shall be specifically renewed annually, the first renewal occurring no later than June 30, 2008, provided that such renewal is approved or ratified with such frequency and in by a majority vote of the manner required by applicable lawBoard, including a majority of the Independent Trustees. (c) This Agreement may be terminated at any time, in its entirety or with respect to a Fund, without the payment of any penalty: : (i) by the Board on thirty (30) days’ written notice to Foreside; or (ii) by Foreside on sixty (60) days’ written notice to the Trust; provided, however, that the Board will have the right and authority to remove the individual designated on Appendix B as the Trust’s CCO at any time, with or without cause, by either party on at least ninety [90] days' written notice without payment of any penalty. In this case, Foreside will designate another employee of Foreside, subject to approval of the other party. Board and the Independent Trustees, to serve as temporary CCO until the earlier of: (i) the designation of a new permanent CCO; or (ii) for cause, by the non breaching party on at least thirty (30) days' written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Forum, the failure by Forum to act consistently with the standard of care set forth in Section 3(a); PROVIDED, HOWEVER, that (A) the termination notice shall describe the breach, and (B) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching partythis Agreement. (d) Should the Trust employment of the individual designated in Appendix B be terminated by Foreside, the Board retains the right to remove the individual as the Trust’s CCO, as described in (c) above, although the Board may exercise its right to terminate this Agreementretain the individual as CCO. If the Board removes the individual as the Trust’s CCO, the Trust shall reimburse Forum for Forum's costs associated with the copying and movement Foreside will designate another employee of records and material Foreside, subject to any successor person and providing assistance to any successor person in the establishment approval of the accounts Board and records necessary the Independent Trustees, to carry out serve as temporary CCO until the successor's responsibilities earlier of: ("termination costs")i) the designation of a new permanent CCO; PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause or (ii) the termination of subsection this Agreement. If the Board retains the individual, Foreside agrees that it will continue to provide the services described in Sections 2(c) through (cf) above. Forum and the Trust agree that to cover termination costs, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under of this Agreement for until such time as either party terminates the six full months preceding such terminationAgreement, in accordance with this Section 6. (e) The provisions of Sections 2(c), 3, 48, 59, 7 13, 14(a) and 13 14(i) shall survive any the termination of this AgreementAgreement in accordance with this Section 6. (f) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may otherwise shall not be assigned assignable by any party without either Foreside or the Trust except by the specific written consent of the other party. This If the parties to this Agreement consent to assignment of all or any part of this Agreement, all terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and assigns of the parties and their respective permitted successors and assigns. Forum may, without further consent on the part of the Trust, (i) assign this agreement to any affiliate of Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVER, that Forum shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as Forum is for its own acts and omissionshereto.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and on the Trust on later of (i) the date first written above written, and shall become effective with respect to a Fund or a Class on (ii) the date that this Agreement is approved by the Trust's Registration Statement with respect to such Fund or Class becomes effective’s board of trustees, including a majority of trustees who are not interested persons (as defined in the ▇▇▇▇ ▇▇▇) of the Trust. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Trust or the FundsTrust. (b) This Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fund, as applicable; PROVIDED, HOWEVER, that its continuance terminated and shall be specifically approved or ratified with such frequency and in renewed annually, the manner required by applicable lawfirst renewal occurring no later than April 9, 2009. (c) This Agreement may be terminated at any time, in its entirety or with respect to a Fund, without the payment of any penalty: penalty (i) by the Sole Trustee on thirty (30) days written notice, (ii) subject to Board ratification, by the Board on sixty (60) days’ written notice to FCS or (iii) by FCS on sixty (60) days’ written notice to the Trust; provided, however, that the Board will have the right and authority to terminate the Trust’s relationship with the CCO at any time, with or without cause, by either party on at least ninety [90] days' written notice to the other party. (ii) for cause, by the non breaching party on at least thirty (30) days' written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Forum, the failure by Forum to act consistently with the standard of care set forth in Section 3(a); PROVIDED, HOWEVER, that (A) the termination notice shall describe the breach, and (B) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party. (d) Should the Trust exercise its person acting as CCO be terminated by FCS, the Board retains the right to terminate this Agreement, the Trust shall reimburse Forum for Forum's costs associated with CCO as the copying and movement of records and material to any successor person and providing assistance to any successor person Trust’s CCO as described in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) of subsection (c) above. Forum and the Trust agree that to cover termination costsIn this case, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such terminationFCS will provide a temporary CCO until a new, permanent one is found. (e) The provisions of Sections 2(d), 3, 45(b), 55(d), 7 6(e), 6(f), 7, 8, 12(a) and 13 12(i) shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may otherwise shall not be assigned assignable by any party without either FCS or the Trust except by the specific written consent of the other party. This If the parties to this Agreement consent to assignment of all or any part of this Agreement, all terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and assigns of the parties and their respective permitted successors and assigns. Forum may, without further consent on the part of the Trust, (i) assign this agreement to any affiliate of Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVER, that Forum shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as Forum is for its own acts and omissionshereto.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and the Trust on the date first indicated above writtenor at such time as Servicer commences providing the Services, and shall become effective with respect to a Fund or a Class on whichever is later (the date that the Trust's Registration Statement with respect to such Fund or Class becomes effective“Effective Date”). Upon effectiveness of the Effective Date, this Agreement, it Agreement shall constitute the entire agreement between the parties and shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate parties, whether oral or written, relating to the Trust or the FundsTrust. (b) This Agreement shall continue in effect for an initial term of two (2) years and will automatically renew for additional one (1) year term(s) following the conclusion of the initial term until terminated, either terminated in its entirety or accordance with respect to a Fund, as applicable; PROVIDED, HOWEVER, that its continuance shall be specifically approved or ratified with such frequency and in the manner required by applicable lawprovisions hereof. (c) This Agreement may be terminated at any time, in its entirety or with respect to a Fund, without the payment of any penalty: (i) by the Board on ninety (90) days’ written notice to Servicer or (ii) by Servicer on ninety (90) days’ written notice to the Trust; provided, however, that the Board will have the right and authority to remove any Representative as a Trust officer at any time, with or without cause, by either party on at least ninety [90] days' written notice without payment of any penalty. In the event of such removal, Servicer will use good faith efforts to designate another Representative, subject to the other party. approval of the Board, to serve as temporary officer until the earlier of: (i) the designation of a new officer; or (ii) for cause, the termination of this Agreement. In the event that the Agreement is terminated by the non breaching party on at least thirty (30) days' written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Forum, the failure by Forum to act consistently with the standard of care set forth in Section 3(a); PROVIDED, HOWEVER, that (A) the termination notice shall describe the breach, and (B) no such termination shall be effective if, with respect to any breach that is capable of being cured Trust prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction end of the non-breaching partyterm of the Agreement, Trust agrees to pay Servicer the remainder of the unpaid fees due pursuant to this Agreement, as applicable at the time. In the event that the Trust gives notice of termination, all expenses associated with movement (or duplication) of records and materials and conversion thereof to a successor officer(s), and all trailing expenses incurred by Servicer, will be borne by the Trust. (d) Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Forum for Forum's costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) of subsection (c) above. Forum and the Trust agree that to cover termination costs, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such termination. (e) The provisions of Sections 3, 46(d), 57, 7 11, and 13 shall survive any termination of this Agreement. (fe) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may shall not be assigned assignable by any party without either Servicer or the Trust except by the specific written consent of the other party. This All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and permitted assigns of the parties and their respective permitted successors and assigns. Forum may, without further consent on the part of the Trust, (i) assign this agreement to any affiliate of Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVER, that Forum shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as Forum is for its own acts and omissionshereto.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Forum and the Trust on the date first above written, and shall become effective with respect to a Fund or a Class on the date that the Trust's Registration Statement with respect to such Fund or Class becomes effectivewritten above. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Trust or the Funds. (b) This Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fund, as applicable; PROVIDED, HOWEVER, that its continuance Fund until terminated and shall be specifically renewed annually, the first renewal occurring no later than April 26, 2008, provided that such renewal is approved or ratified with such frequency and in by a majority vote of the manner required by applicable lawBoard, including a majority of the Independent Directors. (c) This Agreement may be terminated at any time, in its entirety or with respect to a Fund, without the payment of any penalty: : (i) with by the Board on sixty (60) days' written notice to Foreside; or without cause, (ii) by either party Foreside on at least ninety [90] sixty (60) days' written notice to the other party. Fund; provided, however, that the Board will have the right and authority to remove the individual designated on Appendix B as the Fund's CCO, AMLCO and/or PFO at any time, with or without cause, without payment of any penalty. In this case, FCS will designate another employee of FCS, subject to approval of the Board and the Independent Directors, to serve as temporary CCO, AMLCO and/or PFO until the earlier of: (i) the designation of a new permanent CCO, AMLCO and/or PFO; or (ii) for cause, by the non breaching party on at least thirty (30) days' written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to Forum, the failure by Forum to act consistently with the standard of care set forth in Section 3(a); PROVIDED, HOWEVER, that (A) the termination notice shall describe the breach, and (B) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching partythis Agreement. (d) Should the Trust employment of an individual designated in Appendix B be terminated by Foreside, the Board retains the right to remove the individual as the Fund's CCO, AMLCO and/or PFO, as described in (c) above, although the Board may exercise its right to terminate this Agreementretain the individual as CCO, AMLCO and/or PFO. If the Trust shall reimburse Forum for ForumBoard removes the individual as the Fund's costs associated with the copying and movement CCO, AMLCO and/or PFO, FCS or FMC will designate another employee of records and material FCS or FMC, subject to any successor person and providing assistance to any successor person in the establishment approval of the accounts Board and records necessary the Independent Directors, to carry out serve as temporary CCO, AMCLCO and/or PFO until the successor's responsibilities earlier of: ("termination costs")i) the designation of a new permanent CCO, AMLCO and/or PFO; PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause or (ii) the termination of subsection this Agreement. If the Board retains the individual, Foreside agrees that it will continue to provide the services described in Sections 2(c) through (cf) above. Forum and the Trust agree that to cover termination costs, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under of this Agreement for until such time as either party terminates the six full months preceding such terminationAgreement, in accordance with this Section 6. (e) The provisions of Sections 2(d), 3, 45(b), 56(e), 7 6(f), 8, 9, 11, 13, 14(a) and 13 14(i) shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may otherwise shall not be assigned assignable by any party without either Foreside or the Fund except by the specific written consent of the other party. This If the parties to this Agreement consent to assignment of all or any part of this Agreement, all terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and assigns of the parties and their respective permitted successors and assigns. Forum may, without further consent on the part of the Trust, (i) assign this agreement to any affiliate of Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of Forum; PROVIDED HOWEVER, that Forum shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as Forum is for its own acts and omissionshereto.