FORUM FUNDS
CUSTODIAN AGREEMENT
AGREEMENT dated as of July 9, 2003 between Xxxxx Investment Advisory &
Trust Company (the "Custodian"), a nondepository trust company organized under
the laws of the State of Maryland, and Forum Funds, a business trust organized
under the laws of the State of Delaware (the "Customer").
WHEREAS, the Customer is an open-end, management investment company
registered under the Investment Company Act of 1940, as amended ("1940 Act") and
offers multiple series of shares, each of which shall represent an interest in a
separate portfolio of Securities and Cash (each as hereinafter defined), certain
of which series wish to retain Custodian for custodial services (all such
existing and additional series now or hereafter wishing to retain Custodian are
listed on Exhibit A being hereafter referred to individually as a "Portfolio,"
and collectively, as the "Portfolios"); and
WHEREAS, Customer wishes to retain Custodian to provide certain custodial
services to Customer for the benefit of the Portfolios, and Custodian is willing
to provide such services;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1. EMPLOYMENT OF CUSTODIAN. Customer, on behalf of each Portfolio, hereby
employs Custodian as custodian of all assets of each Portfolio that are
delivered to and accepted by Custodian or any Subcustodian (as that term is
defined in Section 4) (the "Property") pursuant to the terms and conditions set
forth herein. For purposes of this Agreement, "delivery" of Property shall
include the acquisition by Customer of a security entitlement (as that term is
defined in the New York Uniform Commercial Code ("UCC")). Without limitation,
such Property shall include stocks and other equity interests of every type,
evidences of indebtedness, other instruments representing same or rights or
obligations to receive, purchase, deliver or sell same and other non-cash
investment property of a Portfolio ("Securities") and cash from any source and
in any currency ("Cash"), provided that Custodian shall have the right, in its
sole discretion, to refuse to accept as Property any property of a Portfolio
that Custodian considers not to be appropriate or in proper form for deposit for
any reason. Custodian shall not be responsible for any property of a Portfolio
held or received by Customer or others and not delivered to Custodian or any
Subcustodian.
2. MAINTENANCE OF SECURITIES AND CASH AT CUSTODIAN AND SUBCUSTODIAN
LOCATIONS. Pursuant to Instructions (as hereinafter defined in Section 15),
Customer shall direct Custodian to (a) settle Securities transactions and
maintain Cash in the country or other jurisdiction in which the principal
trading market for such Securities is located, where such Securities are to be
presented for payment or where such Securities are acquired and (b) maintain
Cash and cash equivalents in such countries in amounts reasonably necessary to
effect Customer's transactions in such Securities. Instructions to settle
Securities transactions in any country shall be deemed to authorize the holding
of such Securities and Cash in that country.
3. CUSTODY ACCOUNT. Custodian agrees to establish and maintain one or more
custody accounts on its books each in the name of Customer on behalf of a
Portfolio (each, an "Account") for any and all Property from time to time
received and accepted by Custodian or any Subcustodian for the account of such
Portfolio. Upon delivery by Customer to Custodian of any acceptable Property
belonging to a Portfolio, Customer shall, by Instructions, specifically indicate
in which Portfolio such Property belongs or if such Property belongs to more
than one Portfolio, shall allocate such Property to the appropriate Portfolios,
and Custodian shall allocate such Property to the Accounts in accordance with
the Instructions. Customer, on behalf of each Portfolio, acknowledges (i) its
responsibility as a principal for all of its obligations to Custodian arising
under or in connection with this Agreement, notwithstanding, that it may be
acting on behalf of other persons, and (ii) warrants its authority to deposit in
the appropriate Account any Property received therefor by Custodian or a
Subcustodian and to give, and authorize others to give, instructions relative
thereto. Custodian may deliver securities of the same class in place of those
deposited in the Account.
Custodian shall hold, keep safe and protect as custodian for each Account
all Property in such Account and, to the extent such Property constitutes
"financial assets" as defined in the UCC, shall maintain those financial assets
in such Account as security entitlements in favor of the Portfolio in whose name
the Account is maintained. All transactions, including, but not limited to,
foreign exchange transactions, involving the Property shall be executed or
settled solely in accordance with Instructions (which shall specifically
reference the Account for which such transaction is being settled), except that
until Custodian receives Instructions to the contrary, Custodian will:
(a) collect all interest and dividends and all other income and payments,
whether paid in cash or in kind, on the Property, as the same become
payable and credit the same to the appropriate Account;
(b) present for payment all Securities held in an Account that are called,
redeemed or retired or otherwise become payable and all coupons and
other income items that call for payment upon presentation to the
extent that Custodian or Subcustodian is actually aware of such
opportunities and hold the cash received in such Account pursuant to
this Agreement;
(c) (i) exchange Securities where the exchange is purely ministerial
(including, without limitation, the exchange of temporary securities
for those in definitive form and the exchange of warrants, or other
documents of entitlement to securities, for the Securities themselves)
and (ii) when notification of a tender or exchange offer (other than
ministerial exchanges described in (i) above) is received for an
Account, endeavor to receive Instructions, provided that if such
Instructions are not received in time for Custodian to take timely
action, no action shall be taken with respect thereto;
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(d) whenever notification of a rights entitlement or a fractional interest
resulting from a rights issue, stock dividend or stock split is
received for an Account and such rights entitlement or fractional
interest bears an expiration date, if after endeavoring to obtain
Instructions such Instructions are not received in time for Custodian
to take timely action or if actual notice of such actions was received
too late to seek Instructions, sell in the discretion of Custodian
(which sale Customer hereby authorizes Custodian to make) such rights
entitlement or fractional interest and credit the Account with the net
proceeds of such sale;
(e) execute in Customer's name for an Account, whenever Custodian deems it
appropriate, such ownership and other certificates as may be required
to obtain the payment of income from the Property in such Account;
(f) pay for each Account, any and all taxes and levies in the nature of
taxes imposed on interest, dividends or other similar income on the
Property in such Account by any governmental authority. In the event
there is insufficient Cash available in such Account to pay such taxes
and levies, Custodian shall notify Customer of the amount of the
shortfall and Customer may, or may cause the Portfolio to, at its
option, deposit additional Cash in such Account or take steps to have
sufficient Cash available. Customer, on behalf of the Portfolios
agrees, when and if requested by Custodian and required in connection
with the payment of any such taxes, to cooperate with Custodian in
furnishing information, executing documents or otherwise;
(g) appoint brokers and agents for any of the ministerial transactions
involving the Securities described in (a) - (f), including, without
limitation, affiliates of Custodian or any Subcustodian; and
(h) in the event of any loss of Securities or Cash, use its best efforts
to ascertain the circumstances relating to such loss and promptly
report the same to Customer.
Custodian shall provide cash management services to Customer.
4. SUBCUSTODIANS AND SECURITIES SYSTEMS. Customer authorizes and instructs
Custodian to maintain the Property in each Account directly in one of its United
States ("U.S.") branches or indirectly through custody accounts that have been
established by Custodian with the following other securities intermediaries: (a)
another U.S. bank or trust company or branch thereof located in the U.S. that is
itself qualified under the 1940 Act, to act as custodian, or a non-U.S. branch
of Custodian or of any U.S. Subcustodian, or a U.S. securities depository or
clearing agency or system in which Custodian or a U.S. Subcustodian participates
(individually, a "U.S. Securities System") or (b) one of Custodian's
majority-owned non-U.S. subsidiaries, a majority-owned subsidiary of a U.S.
Subcustodian or a non-U.S. bank or trust company, acting as custodian
(individually, a "non-U.S. Subcustodian"; U.S. Subcustodians and non-U.S.
Subcustodians, collectively, "Subcustodians"), or a non-U.S. depository or
clearing agency or system in which Custodian or any Subcustodian participates
(individually, a "non-U.S. Securities System"; U.S.
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Securities System and non-U.S. Securities System, collectively, "Securities
System"), PROVIDED that in each case in which a U.S. Subcustodian or U.S.
Securities System is employed, Custodian shall notify Customer of the
appointment of such U.S. Subcustodian or U.S. Securities System; PROVIDED
FURTHER that in each case in which a non-U.S. Subcustodian or non-U.S.
Securities System is employed, (a) such Subcustodian or Securities System either
is (i) a "qualified U.S. bank" as defined by Rule 17f-5 under the 1940 Act
("Rule 17f-5") or (ii) an "eligible foreign custodian" within the meaning of
Rule 17f-5 or such Subcustodian or Securities System is the subject of an order
granted by the U.S. Securities and Exchange Commission ("SEC") exempting such
agent or the subcustody arrangements thereto from all or part of the provisions
of Rule 17f-5, and (b) the identity of the non-U.S. Subcustodian and the
agreement between Custodian and such non-U.S. Subcustodian has been approved by
Instructions; it being understood that Custodian shall have no liability or
responsibility for determining whether the approval of any Subcustodian or
Securities System by Instructions is proper under the 1940 Act or any rule or
regulation thereunder. Exhibit D attached hereto lists all Subcustodians and
Securities Systems that have been approved by Instructions. Notwithstanding
Section 20 hereof or any other provision hereof to the contrary, Exhibit D may
be amended solely by the delivery to Custodian of Instructions pursuant to
Section 15 hereof.
Upon receipt of Instructions from Customer, Custodian agrees to cease the
employment of any Subcustodian or Securities System with respect to Customer,
and if desirable and practicable, appoint a replacement Subcustodian or
securities system in accordance with the provisions of this Section. In
addition, Custodian may, at any time in its discretion, upon written
notification to Customer, terminate the employment of any Subcustodian or
Securities System.
Custodian shall deliver to Customer annually a certificate stating: (a) the
identity of each non-U.S. Subcustodian and non-U.S. Securities System then
acting on behalf of Custodian and the name and address of the governmental
agency or other regulatory authority that supervises or regulates such non-U.S
Subcustodian and non-U.S. Securities System; (b) the countries in which each
non-U.S. Subcustodian or non-U.S. Securities System is located; and (c) if
requested by Customer's Board of Trustees or if the Board of Trustees
responsible for any Portfolio directly approves its foreign custody
arrangements, such other information relating to such non-U.S. Subcustodians and
non-U.S. Securities Systems as may reasonably be requested by Customer to ensure
compliance with Rule 17f-5. If requested by the Customer's Board of Trustees or
if the Board of Trustees directly approves its foreign custody arrangements,
Custodian also shall furnish annually to Custodian information concerning such
non-U.S. Subcustodians and non-U.S. Securities Systems similar in kind and scope
as that furnished to Customer in connection with the initial approval of this
Agreement. Custodian agrees to promptly notify Customer if, in the normal course
of its custodial activities, Custodian learns of a material adverse change in
the financial condition of a non-U.S. Subcustodian or a non-U.S. Securities
System suffers a material loss of Property, or Custodian has reason to believe
that any non-U.S. Subcustodian or non-U.S. Securities System has ceased to be a
qualified U.S. bank or an eligible foreign custodian each within the meaning of
Rule 17f-5 or has ceased to be subject to an exemptive order from the SEC.
5. USE OF SUBCUSTODIAN. With respect to Property in an Account that is
maintained by Custodian through a Subcustodian employed pursuant to Section 4:
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(a) Custodian will identify on its books as belonging to Customer on
behalf of a Portfolio, any Property maintained through such
Subcustodian.
(b) Any Property in the Account held by a Subcustodian will be subject
only to the instructions of Custodian or its agents.
(c) Property deposited with a Subcustodian will be maintained in an
account holding only assets for customers of Custodian.
(d) Any agreement Custodian shall enter into with a non-U.S. Subcustodian
with respect to maintaining Property shall require that (i) the
Account will be adequately indemnified or its losses adequately
insured; (ii) the Property so maintained is not subject to any right,
charge, security interest, lien or claim of any kind in favor of such
Subcustodian or its creditors except a claim for payment in accordance
with such agreement for its safe custody or administration; (iii)
beneficial ownership of Securities be freely transferable without the
payment of money or value other than for safe custody or
administration; (iv) adequate records will be maintained identifying
the Property maintained pursuant to such Agreement as belonging to
Customer or as being held by Custodian, on behalf of Customer or all
its customers; (v) to the extent permitted by applicable law, officers
of or auditors employed by, or other representatives of or designated
by, Custodian, including the independent public accountants of or
designated by, Customer be given access to the books and records of
such Subcustodian relating to Property or confirmation of the contents
of those records; and (vi) Custodian on behalf of Customer will
receive periodic reports with respect to the safekeeping of the
Property, including but not limited to notification of any transfer of
Property into or out of an Account.
6. USE OF SECURITIES SYSTEM. With respect to Property in the Account(s)
that is maintained by Custodian or any Subcustodian through a Securities System
employed pursuant to Section 4:
(a) Custodian shall, and the Subcustodian will be required by its
agreement with Custodian to, identify on its books such Property as
being maintained for the account of Custodian or Subcustodian for its
customers.
(b) Any Property maintained through a Securities System for the account of
Custodian or a Subcustodian will be subject only to the instructions
of Custodian or such Subcustodian, as the case may be.
(c) Property deposited with a Securities System will be maintained in an
account holding only assets for customers of Custodian or
Subcustodian, as the case may be, unless precluded by applicable law,
rule, or regulation.
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(d) Custodian shall provide Customer with any report obtained by Custodian
or Subcustodian on the Securities System's accounting system, internal
accounting control and procedures for safeguarding securities
deposited in the Securities System.
7. AGENTS. Custodian may at any time or times in its sole discretion
appoint (or remove), as its agent to carry out such of the provisions of this
Agreement as Custodian may from time to time direct any other U.S. bank or trust
company which is itself qualified under the 1940 Act to act as custodian;
PROVIDED, however, that the appointment of any agent shall not relieve Custodian
of its responsibilities or liabilities hereunder. Custodian shall provide
reasonable notice to Customer of the appointment or removal of any agent.
8. RECORDS, OWNERSHIP OF PROPERTY, STATEMENTS, OPINIONS OF INDEPENDENT
CERTIFIED PUBLIC Accountants.
(a) The ownership of the Property, whether maintained directly by Custodian
or indirectly through a Subcustodian or a Securities System as authorized
herein, shall be clearly recorded on Custodian's books as belonging to the
appropriate Account and not to the Custodian. Custodian shall keep accurate and
detailed accounts of all investments, receipts, disbursements and other
transactions for each Account. All accounts, books and records of Custodian
relating thereto shall be open to inspection and audit at all reasonable times
during normal business hours by any person designated by Customer. All such
accounts shall be maintained and preserved in the form reasonably requested by
Customer. Custodian will supply to Customer from time to time, as mutually
agreed upon, a statement in respect to any Property in an Account maintained by
Custodian or by a Subcustodian. In the absence of the filing in writing with
Custodian by Customer of exceptions or objections to any such statement within
sixty (60) days of the mailing thereof, Customer shall be deemed to have
approved such statement and in such case or upon written approval of Customer of
any such statement, such statement shall be presumed to be for all purposes
correct with respect to all information set forth therein.
(b) Custodian shall take all reasonable action as Customer may request to
obtain from year to year favorable opinions from Customer's independent
certified public accountants with respect to Custodian's activities hereunder in
connection with the preparation of Customer's registration statement on Form
N-1A and Customer's Form N-SAR or other periodic reports to the SEC and with
respect to any other requirements of the SEC.
(c) At the request of Customer, Custodian shall deliver, and shall cause
the Subcustodians to deliver, to Customer a written report prepared by
Custodian's independent certified public accountants with respect to the
services provided by Custodian under this Agreement, including, without
limitation, Custodian's accounting system, internal accounting control and
procedures for safeguarding Cash and Securities, including Cash and Securities
deposited and/or maintained in a securities system or with a Subcustodian. Such
report shall be of sufficient scope and in sufficient detail as may reasonably
be required by Customer and as may reasonably be obtained by Custodian.
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(d) Customer may elect to participate in any of the electronic on-line
service and communications systems offered by Custodian or a Subcustodian that
can provide Customer, on a daily basis, with the ability to view on-line or to
print in hard copy various reports of Account activity and of Securities and/or
Cash being held in any Account. To the extent that such service shall include
market values of Securities in an Account, Customer hereby acknowledges that
Custodian or such Subcustodian now obtains and may in the future obtain
information on such values from outside sources that Custodian or such
Subcustodian considers to be reliable, and Customer agrees that Custodian and
such Subcustodian (i) does not verify or represent or warrant either the
reliability of such service nor the accuracy or completeness of any such
information furnished or obtained by or through such service and (ii) shall be
subject to the standard of care set forth in Section 16 of this Agreement in
selecting and utilizing such service or furnishing any information derived
therefrom.
9. HOLDING OF SECURITIES, NOMINEES, ETC. Securities in an Account that are
maintained by Custodian or any Subcustodian may be held directly by such entity
in the name of Customer or in bearer form or maintained, on behalf of a
Portfolio, in Custodian's or Subcustodian's name or in the name of Custodian's
or Subcustodian's nominee. Securities that are maintained through a Subcustodian
or which are eligible for deposit in a Securities System as provided above may
be maintained with the Subcustodian or the Securities System in an account for
Custodian's or Subcustodian's customers, unless prohibited by law, rule, or
regulation. Custodian or Subcustodian, as the case may be, may combine
certificates representing Securities held in an Account with certificates of the
same issue held by Custodian or Subcustodian as fiduciary or as a custodian. In
the event that any Securities in the name of Custodian or its nominee or held by
a Subcustodian and registered in the name of such Subcustodian or its nominee
are called for partial redemption by the issuer of such Security, Custodian may,
subject to the rules or regulations pertaining to allocation of any Securities
System in which such Securities have been deposited, allot, or cause to be
allotted, the called portion of the respective beneficial holders of such class
of security in any manner Custodian deems to be fair and equitable. Securities
maintained with a Securities System shall be maintained subject to the rules of
that Securities System governing the rights and obligations among the Securities
System and its participants.
10. PROXIES, ETC. With respect to any proxies, notices, reports or other
communications pertaining to any of the Securities in any Account, Custodian
shall perform such services and only such services as are (i) set forth in
Section 3 of this Agreement or (ii) as may otherwise be agreed upon between
Custodian and Customer. Neither Custodian nor its nominees or agents shall vote
upon or in respect of any of the Securities in an Account, execute any form of
proxy to vote thereon, or give any consent or take any action (except as
provided in Section 3) with respect thereto except upon the receipt of
Instructions.
11. SEGREGATED ACCOUNT. To assist Customer in complying with the
requirements of the 1940 Act and the rules and regulations thereunder, Custodian
shall, upon receipt of Instructions, establish and maintain a segregated account
or accounts on its books for and on behalf of a Portfolio.
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12. SETTLEMENT PROCEDURES. Securities will be transferred, exchanged or
delivered by Custodian or a Subcustodian upon receipt by Custodian of
Instructions that include all information required by Custodian. Settlement and
payment for Securities received for an Account and delivery of Securities out of
such Account may be effected in accordance with the customary or established
securities trading or securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs, including, without
limitation, delivering Securities to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) against a receipt with the
expectation of receiving later payment for such Securities from such purchaser
or dealer, as such practices and procedures may be modified or supplemented in
accordance with the standard operating procedures of Custodian in effect from
time to time for that jurisdiction or market. Custodian shall not be liable for
any loss which results from effecting transactions in accordance with the
customary or established securities trading or securities processing practices
and procedures in the applicable jurisdiction or market.
Custodian or a Subcustodian may settle purchases and sales against, or
credit income to, an Account, and Custodian may, at its sole option upon written
notice to Customer, reverse such credits or debits to the appropriate Account in
the event that the transaction does not settle, or the income is not received in
a timely manner, and Customer agrees to hold Custodian harmless from any losses
that may result therefrom.
13. CONDITIONAL CREDITS.
(a) Notwithstanding any other provision of this Agreement, Custodian or a
Subcustodian shall not be required to comply with any Instructions to settle the
purchase of any securities for the Account unless there are sufficient
immediately available funds in the relevant currency in the Account, PROVIDED
THAT, if, after all expenses, debits and withdrawals of Cash in the relevant
currency ("Debits") applicable to the Account have been made and if after all
Conditional Credits, as defined below, applicable to the Account have become
final entries as set forth in (c) below, the amount of immediately available
funds of the relevant currency in such Account is at least equal to the
aggregate purchase price of all securities for which Custodian has received
Instructions to settle on that date ("Settlement Date"), Custodian, upon
settlement, shall credit the Securities to the Account by making a final entry
on its books and records.
(b) Notwithstanding the foregoing, if after all Debits applicable to the
Account have been made, the amount of immediately available funds in a given
currency in such Account are less than the aggregate purchase price in such
currency of all securities for which Custodian has received Instructions to
settle on any Settlement Date, Custodian, upon settlement, may credit the
securities to the Account by making a conditional entry on its books and records
("Conditional Credit"), pending receipt of sufficient immediately available
funds in the relevant currency in the Account.
(c) If, within a reasonable time from the posting of a Conditional Credit
and after all Debits applicable to the Account have been made, immediately
available funds in the relevant currency at least equal to the aggregate
purchase price in such currency of all securities subject to a Conditional
Credit on a Settlement Date are deposited into the Account, Custodian shall make
the
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Conditional Credit a final entry on its books and records. In such case,
Customer shall be liable to Custodian only for late charges at a rate that
Custodian customarily charges for similar extensions of credit.
(d) If (i) within a reasonable time from the posting of a Conditional
Credit, immediately available funds at least equal to the resultant Debit on a
Settlement Date are not deposited in the Account, or (ii) any Proceeding (as
defined below) shall occur, Custodian may sell such of the Securities subject to
the Conditional Credit as it selects in its sole discretion and shall apply the
net proceeds of such sale to cover such Debit, including related late charges,
and any remaining proceeds shall be credited to the Account. If such proceeds
are insufficient to satisfy such Debit in full, Customer shall continue to be
liable to Custodian for any shortfall. Custodian shall make the Conditional
Credit a final entry on its books as to the Securities not required to be sold
to satisfy such Debit. Pending payment in full by Customer of the purchase price
for Securities subject to a Conditional Credit, and Custodian's making a
Conditional Credit a final entry on its books, and, unless consented to by
Custodian, Customer shall have no right to give further Instructions in respect
of Securities subject to a Conditional Credit. Custodian shall have the sole
discretion to determine which Securities shall be deemed to have been paid for
by Customer out of funds available in the Account. Any such Conditional Credit
may be reversed (and any corresponding Debit shall be canceled) by Custodian
unless and until Custodian makes a final entry on its books crediting such
Securities to the Account. The term "Proceeding" shall mean any insolvency,
bankruptcy, receivership, reorganization or similar proceeding relating to
Customer, whether voluntary or involuntary.
(e) Customer agrees that it will not use the Account to facilitate the
purchase of securities without sufficient funds in the Account (which funds
shall not include the expected proceeds of the sale of the purchased
securities).
14. PERMITTED TRANSACTIONS. Customer agrees that it will cause transactions
to be made pursuant to this Agreement only upon Instructions in accordance with
Section 15 (but subject to Section 3) and only for the purposes listed below.
(a) In connection with the purchase or sale of Securities at prices as
confirmed by Instructions.
(b) When Securities are called, redeemed or retired, or otherwise become
payable.
(c) In exchange for or upon conversion into other securities alone or
other securities and cash pursuant to any plan or merger,
consolidation, reorganization, recapitalization or readjustment.
(d) Upon conversion of Securities pursuant to their terms into other
securities.
(e) Upon exercise of subscription, purchase or other similar rights
represented by Securities.
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(f) For the payment of interest, taxes, management or supervisory fees,
distributions or operating expenses.
(g) In connection with any borrowings by Customer requiring a pledge of
Securities, but only against receipt of amounts borrowed or in order
to satisfy requirements for additional or substitute collateral.
(h) In connection with any loans, but only against receipt of collateral
as specified in Instructions which shall reflect any restrictions
applicable to Customer.
(i) For the purpose of redeeming shares of the capital stock of Customer
against delivery of the shares to be redeemed to Custodian, a
Subcustodian or Customer's transfer agent.
(j) For the purpose of redeeming in kind shares of Customer against
delivery of the shares to be redeemed to Custodian, a Subcustodian or
Customer's transfer agent.
(k) For delivery in accordance with the provisions of any agreement among
Customer, on behalf of a Portfolio, the Portfolio's investment adviser
and a broker-dealer registered under the Securities Exchange Act of
1934 and a member of the National Association of Securities Dealers,
Inc., relating to compliance with the rules of The Options Clearing
Corporation, the Commodities Futures Trading Commission or of any
registered national securities exchange, or of any similar
organization or organizations, regarding escrow or other arrangements
in connection with transactions by Customer.
(l) For release of Securities to designated brokers under covered call
options, provided, however, that such Securities shall be released
only upon payment to Custodian of monies for the premium due and a
receipt for the Securities which are to be held in escrow. Upon
exercise of the option, or at expiration, Custodian will receive the
Securities previously deposited from broker. Custodian will act
strictly in accordance with Instructions in the delivery of Securities
to be held in escrow and will have no responsibility or liability for
any such Securities which are not returned promptly when due other
than to make proper request for such return.
(m) For spot or forward foreign exchange transactions to facilitate
security trading or receipt of income from Securities related
transactions.
(n) Upon the termination of this Agreement as set forth in Section 21.
(o) For other proper purposes.
Customer agrees that Custodian and any Subcustodian shall have no
obligation to verify the purpose for which a transaction is being effected.
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15. INSTRUCTIONS. The term "Instructions" means instructions from Customer
in respect of any of Custodian's duties hereunder that have been received by
Custodian at its address set forth in Section 22 below (i) in writing
(including, without limitation, facsimile transmission) or by tested telex
signed or given by such one or more person or persons as Customer shall have
from time to time authorized in writing to give the particular class of
Instructions in question and whose name and (if applicable) signature and office
address have been filed with Custodian; or (ii) which have been transmitted
electronically through an electronic on-line service and communications system
offered by Custodian or other electronic instruction system acceptable to
Custodian; or (iii) a telephonic or oral communication by one or more persons as
Customer shall have from time to time authorized to give the particular class of
Instructions in question and whose name has been filed with Custodian; or (iv)
upon receipt of such other form of instructions as Customer may from time to
time authorize in writing and which Custodian has agreed in writing to accept.
Instructions in the form of oral communications shall be confirmed by Customer
by tested telex or writing in the manner set forth in clause (i) above, but the
lack of such confirmation shall in no way affect any action taken by Custodian
in reliance upon such oral instructions prior to Custodian's receipt of such
confirmation. Instructions may relate to specific transactions or to types or
classes of transactions, and may be in the form of standing instructions.
Custodian shall have the right to assume in the absence of notice to the
contrary from Customer that any person whose name is on file with Custodian
pursuant to this Section has been authorized by Customer to give the
Instructions in question and that such authorization has not been revoked.
Custodian may act upon and conclusively rely on, without any liability to
Customer or any other person or entity for any losses resulting therefrom, any
Instructions reasonably believed by it to be furnished by the proper person or
persons as provided above.
16. STANDARD OF CARE. Custodian shall be responsible for the performance of
only such duties as are set forth herein or contained in Instructions given to
Custodian that are not contrary to the provisions of this Agreement. Custodian
will use reasonable care and diligence with respect to the safekeeping of
Property in each Account and, except as otherwise expressly provided herein, in
carrying out its obligations under this Agreement. So long as and to the extent
that it has exercised reasonable care and diligence, Custodian shall not be
responsible for the title, validity or genuineness of any Property or other
property or evidence of title thereto received by it or delivered by it pursuant
to this Agreement and shall be held harmless in acting upon, and may
conclusively rely on, without liability for any loss resulting therefrom, any
notice, request, consent, certificate or other instrument reasonably believed by
it to be genuine and to be signed or furnished by the proper party or parties,
including, without limitation, Instructions, and shall be indemnified by
Customer for any losses, damages, costs and expenses (including, without
limitation, reasonable fees and expenses of counsel) incurred by Custodian and
arising out of action taken or omitted with reasonable care by Custodian
hereunder or under any Instructions. Custodian shall be liable to Customer for
any act or omission to act of any Subcustodian to the same extent as if
Custodian committed such act itself. With respect to a Securities System,
Custodian shall only be responsible or liable for losses arising from employment
of such Securities System caused by Custodian's own failure to exercise
reasonable care; provided that in the event of any such loss, Custodian shall
take all reasonable steps to enforce such claims as it may have against the
Securities System to protect the interests of the Customer.
-11-
In the event of any loss to Customer by reason of the failure of Custodian
or a Subcustodian to utilize reasonable care, Custodian shall be liable to
Customer to the extent of Customer's actual damages at the time such loss was
discovered (including, without limitation, reasonable fees and expenses of
counsel) without reference to any special conditions or circumstances. In no
event shall Custodian be liable for any consequential or special damages.
Custodian shall be entitled to rely, and may act, on advice of counsel (who
may be counsel for Custodian or Customer) on all matters and shall be without
liability for any action reasonably taken or omitted in good faith pursuant to
such advice, provided that with respect to the performance of any action or
omission of any action upon such advice, the Custodian shall be required to
conform to the standard of care set forth in this Section 16.
In the event Customer subscribes to an electronic on-line service and
communications system offered by Custodian, Customer shall be fully responsible
for the security of its connecting terminal, access thereto and the proper and
authorized use thereof and the initiation and application of continuing
effective safeguards with respect thereto and agrees to defend and indemnify
Custodian and hold Custodian harmless from and against any and all losses,
damages, costs and expenses (including the fees and expenses of counsel)
incurred by Custodian as a result of any improper or unauthorized use of such
terminal by Customer or by any others.
All collections of funds or other property paid or distributed in respect
of Securities in an Account, including funds involved in third-party foreign
exchange transactions, shall be made at the risk of Customer.
Subject to the exercise of reasonable care, Custodian shall have no
liability for any loss occasioned by delay in the actual receipt of notice by
Custodian or by a Subcustodian of any payment, redemption or other transaction
regarding Securities in each Account in respect of which Custodian has agreed to
take action as provided in Section 3 hereof. Custodian shall not be liable for
any loss resulting from, or caused by, or resulting from acts of governmental
authorities (whether de jure or de facto), including, without limitation,
nationalization, expropriation, and the imposition of currency restrictions;
devaluations of or fluctuations in the value of currencies; changes in laws and
regulations applicable to the banking or securities industry; market conditions
that prevent the orderly execution of securities transactions or affect the
value of Property; acts of war, terrorism, insurrection or revolution; strikes
or work stoppages; the inability of a local clearing and settlement system to
settle transactions for reasons beyond the control of Custodian; hurricane,
cyclone, earthquake, volcanic eruption, nuclear fusion, fission or
radioactivity, or other acts of God.
Custodian shall have no liability in respect of any loss, damage or expense
suffered by Customer, insofar as such loss, damage or expense arises from the
performance of Custodian's duties hereunder by reason of Custodian's reliance
upon records that were maintained for Customer by entities other than Custodian
prior to Custodian's employment under this Agreement.
If Custodian does not exercise reasonable care, Custodian shall indemnify
Customer for any losses, damages, costs and expenses (including, without
limitation, the fees and expenses of
-12-
counsel) incurred by Customer and arising out of action taken or omitted without
reasonable care by Custodian hereunder or under any Instructions.
17. INVESTMENT LIMITATIONS AND LEGAL OR CONTRACTUAL RESTRICTIONS OR
REGULATIONS. Neither Custodian nor any Subcustodians shall be liable to Customer
or a Portfolio and Customer agrees to indemnify Custodian, all Subcustodians and
their nominees, for any loss, damage or expense suffered or incurred by
Custodian, any Subcustodian or their nominees arising out of any violation of
any investment restriction or other restriction or limitation applicable to
Customer or any Portfolio pursuant to any contract or any law or regulation.
18. FEES AND EXPENSES. Customer agrees to pay to Custodian such
compensation for its services pursuant to this Agreement as may be mutually
agreed upon in writing from time to time and Custodian's reasonable
out-of-pocket or incidental expenses in connection with the performance of this
Agreement, including (but without limitation) reasonable legal fees as described
herein and/or deemed necessary in the judgment of Custodian to keep safe or
protect the Property in the Account. The initial fee schedule is attached hereto
as Exhibit B. Such fees will not be abated by, nor shall Custodian be required
to account for, any profits or commissions received by Custodian in connection
with its provision of custody services under this agreement. Customer hereby
agrees to hold Custodian harmless from any liability or loss resulting from any
taxes or other governmental charges, and any expense related thereto, which may
be imposed, or assessed with respect to any Property in an Account and also
agree to hold Custodian, its Subcustodians, and their respective nominees
harmless from any liability as a record holder of Property in such Account.
Custodian is authorized to charge the applicable Account for such items, and
Custodian shall have a lien on the Property in the applicable Account for any
amount payable to Custodian under this Agreement, including but not limited to
amounts payable pursuant to Section 13 and pursuant to indemnities granted by
Customer under this Agreement.
19. TAX RECLAIMS. Custodian shall perform all required services with
respect to withholding taxes deducted and which may be deducted from any income
received from any Property in an Account.
20. AMENDMENT, MODIFICATIONS, ETC. No provision of this Agreement may be
amended, modified or waived except in a writing signed by the parties hereto
(except that Exhibit D may be amended as provided in Section 4 hereof and
Exhibit B may be amended as provided for therein). No waiver of any provision
hereto shall be deemed a continuing waiver unless it is so designated. No
failure or delay on the part of either party in exercising any power or right
under this Agreement operates as a waiver, nor does any single or partial
exercise of any power or right preclude any other or further exercise thereof or
the exercise of any other power or right.
21. TERMINATION.
(a) This Agreement may be terminated by Customer or Custodian by ninety
(90) days' written notice to the other; PROVIDED that notice by Customer shall
specify the names of the persons to whom Custodian shall deliver the Securities
in each Account and to whom the Cash in such Account shall be paid. If notice of
termination is given by Custodian, Customer shall, within ninety (90) days
following the giving of such notice, deliver to Custodian a written notice
specifying the
-13-
names of the persons to whom Custodian shall deliver the Securities in each
Account and to whom the Cash in such Account shall be paid. In either case,
Custodian will deliver such Property to the persons so specified, after
deducting therefrom any amounts that Custodian determines to be owed to it
hereunder. In addition, Custodian may in its discretion withhold from such
delivery such Property as may be necessary to settle transactions pending at the
time of such delivery. Customer grants to Custodian a lien and right of setoff
against the Account and all Property held therein from time to time in the full
amount of the foregoing obligations. If within ninety (90) days following the
giving of a notice of termination by Custodian, Custodian does not receive the
aforementioned written notice specifying the names of the persons to whom
Custodian shall deliver the Securities in each Account and to whom the Cash in
such Account shall be paid, Custodian, at its election, may deliver such
Securities and pay such Cash to a bank or trust company doing business in the
State of New York to be held and disposed of pursuant to the provisions of this
Agreement, or may continue to hold such Securities and Cash until a written
notice as aforesaid is delivered to Custodian, provided that from and after the
ninetieth day Custodian's obligations shall be limited to safekeeping.
(b) This Agreement may be terminated by Customer or Custodian as to one or
more Portfolios (but less than all of the Portfolios) by delivery of an amended
Exhibit A deleting such Portfolios, in which case termination as to such deleted
Portfolios shall take effect ninety (90) days after the date of such delivery,
or such earlier time as mutually agreed. The execution and delivery of an
amended Exhibit A that deletes one or more Portfolios shall constitute a
termination of this Agreement only with respect to such deleted Portfolio(s),
shall be governed by Section 21(a) as to the identification of a successor
custodian and the delivery of Cash and Securities of the Portfolio(s) so deleted
to such successor custodian, and shall not affect the obligations of Custodian
and Customer hereunder with respect to the other Portfolios set forth in Exhibit
A, as amended from time to time.
(c) Sections 16, 17, 18, and 29 shall survive the termination of this
Agreement as to one or more or all Portfolios.
22. NOTICES. Except as otherwise provided in this Agreement, all requests,
demands or other communications between the parties or notices in connection
herewith (a) shall be in writing, hand delivered or sent by registered mail,
telex or facsimile addressed to such other address as shall have been furnished
by the receiving party pursuant to the provisions hereof and (b) shall be deemed
effective when received, or, in the case of a telex, when sent to the proper
number and acknowledged by a proper answerback.
23. SEVERAL OBLIGATIONS OF THE PORTFOLIOS. With respect to any obligations
of Customer on behalf of each Portfolio and each of its related Accounts arising
out of this Agreement, Custodian shall look for payment or satisfaction of any
obligation solely to the assets and property of the Portfolio and such Accounts
to which such obligation relates as though Customer had separately contracted
with Custodian by separate written instrument with respect to each Portfolio and
its related Accounts.
-14-
24. SECURITY FOR PAYMENT. To secure payment of all obligations due
hereunder, Customer hereby grants to Custodian a continuing security interest in
and right of setoff against each Account and all Property held therein from time
to time in the full amount of such obligations; PROVIDED THAT, if there is more
than one Account and the obligations secured pursuant to this Section can be
allocated to a specific Account or the Portfolio related to such Account, such
security interest and right of setoff will be limited to Property held for that
Account only and its related Portfolio. Should Customer fail to pay promptly any
amounts owed hereunder, Custodian shall be entitled to use available Cash in the
Account or applicable Account, as the case may be, and to dispose of Securities
in the Account or such applicable Account as is necessary. In any such case and
without limiting the foregoing, Custodian shall be entitled to take such other
actions or exercise such other options, powers and rights as Custodian now or
hereafter has as a secured creditor under the UCC or any other applicable law,
including, without limitation, granting to any Subcustodian a security interest
in such Accounts on terms similar to those set forth in this Section 24.
25. REPRESENTATIONS AND WARRANTIES.
(a) Customer hereby represents and warrants to Custodian that:
(i) the employment of Custodian and the allocation of fees, expenses
and other charges to any Account as herein provided, is not
prohibited by law or any governing documents or contracts to
which it is subject;
(ii) the terms of this Agreement do not violate any obligation by
which Customer is bound, whether arising by contract, operation
of law or otherwise;
(iii)this Agreement has been duly authorized by appropriate action
and when executed and delivered will be binding upon Customer and
each Portfolio in accordance with its terms; and
(iv) it will deliver to Custodian a duly executed Secretary's
Certificate in the form of Exhibit C hereto or such other
evidence of such authorization as Custodian may reasonably
require, whether by way of a certified resolution or otherwise.
(b) Custodian hereby represents and warrants to Customer that:
(i) the terms of this Agreement do not violate any obligation by
which Custodian is bound, whether arising by contract, operation
of law or otherwise;
(ii) this Agreement has been duly authorized by appropriate action and
when executed and delivered will be binding upon Custodian in
accordance with its terms;
-15-
(iii)it will deliver to Customer such evidence of such authorization
as Customer may reasonably require, whether by way of a certified
resolution or otherwise; and
(iv) it is qualified as a custodian under Section 26(a) of the 1940
Act and that it will remain so qualified or upon ceasing to be so
qualified shall promptly notify Customer in writing;
26. GOVERNING LAW AND SUCCESSORS AND ASSIGNS. This Agreement shall be
governed by the law of the State of New York and shall not be assignable by
either party, but shall bind the successors in interest of Customer and
Custodian.
27. REPRESENTATIVE CAPACITY AND BINDING OBLIGATION. A copy of the
Declaration of Trust of Customer is on file with the Secretary of State of the
State of Delaware (and a copy of the Trust Instrument of Customer is on file
with Customer's secretary). Notice is hereby given that this Agreement is not
executed on behalf of the Trustees of Customer as individuals, and the
obligations of this Agreement are not binding upon any of the Trustees, officers
or shareholders of Customer individually but are binding only upon the assets
and property of the Portfolios.
Custodian agrees that no shareholder, trustee or officer of Customer may be
held personally liable or responsible for any obligations of Customer arising
out of this Agreement.
28. SUBMISSION TO JURISDICTION. Any suit, action or proceeding arising out
of this Agreement may be instituted in any State or Federal court sitting in the
City of Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, and Custodian and
Customer each irrevocably submits to the non-exclusive jurisdiction of any such
court in any such suit, action or proceeding and waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of venue of any such suit, action or proceeding brought in such a court and any
claim that such suit, action or proceeding was brought in an inconvenient forum.
29. CONFIDENTIALITY. The parties hereto agree that each shall treat
confidentially the terms and conditions of this Agreement and all information
provided by each party to the other regarding its business and operations. All
confidential information provided by a party hereto shall be used by any other
party hereto solely for the purpose of rendering services pursuant to this
Agreement and, except as may be required in carrying out this Agreement, shall
not be disclosed to any third party without the prior consent of such providing
party. The foregoing shall not be applicable to any information that is publicly
available when provided or thereafter becomes publicly available other than
through a breach of this Agreement, or that is required or requested to be
disclosed by any bank or other regulatory examiner of Custodian, Customer, or
any Subcustodian, any auditor of the parties hereto, by judicial or
administrative process or otherwise by applicable law or regulation.
30. SEVERABILITY. If any provision of this Agreement is determined to be
invalid or unenforceable, such determination shall not affect the validity or
enforceability of any other provision of this Agreement.
-16-
31. ENTIRE AGREEMENT. This Agreement together with its Exhibits, contains
the entire agreement between the parties relating to the subject matter hereof
and supersedes any oral statements and prior writings with respect thereto.
32. HEADINGS. The headings of the sections hereof are included for
convenience of reference only and do not form a part of this Agreement.
33. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original. This Agreement shall
become effective when one or more counterparts have been signed and delivered by
each of the parties hereto.
IN WITNESS WHEREOF, each of the parties has caused its duly authorized
signatories to execute this Agreement as of the date first written above.
XXXXX INVESTMENT ADVISORY &
TRUST COMPANY
By:
-------------------------------------
Name:
Title:
FORUM FUNDS
By: /s/ XXXXX X. XXXXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President
-17-
CUSTODIAN AGREEMENT
EXHIBIT A
LIST OF PORTFOLIOS
Xxxxx Advisory Growth Equity Fund
Xxxxx Advisory Small-Cap Growth Fund
Xxxxx Advisory Small-Cap Value Fund
Xxxxx Advisory Value Equity Fund
-A1-
CUSTODIAN AGREEMENT
EXHIBIT B
FEE SCHEDULE
This Exhibit B shall be amended upon delivery by Custodian of a new Exhibit B to
Customer and acceptance thereof by Customer and shall be effective as of the
date of acceptance by Customer or a date agreed upon between Custodian and
Customer.
1. ACCOUNT MAINTENANCE FEES
Domestic Custody Accounts $3,600 per account per year
Global Custody Accounts $8,000 per account per year
2. DOMESTIC CUSTODY FEES
A. SAFEKEEPING CHARGES
Assets Annual
UNDER CUSTODY ASSET FEE
$0 - $1 Billion 1 Basis Point
$1 - $2 Billion 0.75 Basis Points
$2 - $6 Billion 0.50 Basis Points
$6 Billion + 0.25 Basis Points
B. TRANSACTION CHARGES
Cost Per
TRANSACTION TYPE TRANSACTION
---------------- -----------
DTC $12
Federal Book Entry $10
PTC $10
Physicals $25
Maturities (Depository) $10
Maturities (Physical) $25
P&I Payments (Book Entry) $3
P&I Payments (Physical) $10
Fed Wires (from Custody account) $8
SHE (Shares Held Elsewhere) Trades $25
Forum Money Market Funds $3
-B1-
3. GLOBAL CUSTODY FEES (SAFEKEEPING & TRANSACTION CHARGES BY MARKET)
Annual Receive and Deliver
Country Asset Fee Transactions
------- --------- ------------
Argentina 40 Basis Points $100
Australia 4 Basis Points $50
Austria 7 Basis Points $75
Bangladesh 45 Basis Points $150
Belgium 5 Basis Points $60
Botswana 55 Basis Points $150
Brazil 35 Basis Points $70
Canada 4 Basis Points $20
Cedel/Euroclear 4 Basis Points $20
Chile 35 Basis Points $80
China 35 Basis Points $75
Xxxxxxxx 00 Basis Points $100
Czech Republic 25 Basis Points $70
Denmark 5 Basis Points $50
Ecuador 50 Basis Points $100
Egypt 50 Basis Points $80
Finland 12 Basis Points $75
France 7 Basis Points $50
Germany 4 Basis Points $30
Ghana 55 Basis Points $150
Greece 40 Basis Points $120
Hong Kong 7 Basis Points $30
Hungary 50 Basis Points $150
India (Physical) 65 Basis Points $200
India (Dematerialized) 30 Basis Points $140
Indonesia 10 Basis Points $35
Xxxxxxx 0 Xxxxx Xxxxxx $50
Israel 45 Basis Points $50
Italy 4 Basis Points $50
Japan 4 Basis Points $35
Jordan 35 Basis Points $100
Kenya 55 Basis Points $150
Luxembourg 5 Basis Points $60
Malaysia 9 Basis Points $50
Mauritius 55 Basis Points $140
Mexico 7 Basis Points $30
Morocco 35 Basis Points $130
Xxxxxxxxxxx 0 Xxxxx Xxxxxx $45
New Zealand 5 Basis Points $50
-B2-
3. GLOBAL CUSTODY FEES (SAFEKEEPING & TRANSACTION CHARGES BY MARKET)(CONTINUED)
Annual Receive and Deliver
Country Asset Fee Transactions
------- --------- ------------
Norway 7 Basis Points $50
Pakistan 35 Basis Points $150
Xxxx 00 Basis Points $100
Philippines 10 Basis Points $30
Poland 50 Basis Points $100
Portugal 5 Basis Points $75
Russia 55 Basis Points $300
Singapore 9 Basis Points $50
Xxxxxxxx 00 Basis Points $100
South Africa 7 Basis Points $30
South Korea 20 Basis Points $50
Spain 8 Basis Points $50
Sri Lanka 14 Basis Points $60
Sweden 5 Basis Points $50
Switzerland 4 Basis Points $60
Taiwan 20 Basis Points $100
Thailand 9 Basis Points $100
Tunisia 50 Basis Points $50
Turkey 00 Xxxxx Xxxxxx x00
Xxxxxx Xxxxxxx 0 Xxxxx Xxxxxx x00
Xxxxxx Xxxxxx 1 Basis Point $15
Venezuela 40 Basis Points $100
Zambia 55 Basis Points $150
Zimbabwe 55 Basis Points $150
4. NOTES
Fees set forth in this Schedule B shall be waived as follows: (i) for
each of Xxxxx Advisory Growth Equity Fund, Xxxxx Advisory Small-Cap
Growth Fund and Xxxxx Advisory Small-Cap Value Fund through September
30, 2004; (ii) Xxxxx Advisory Value Equity Fund through April 30, 2005.
The standard global custody service includes: (i) asset safekeeping,
(ii) trade settlement, (iii) income collection, (iv) corporate action
processing (including proxy voting) and (v) tax reclaims (where
applicable.)
Strictly domestic accounts (I.E., U.S. assets only) utilize actual
settlement.
All domestic receipts and tax reclaim refunds are credited to client
accounts net of agent's collection fees (where applicable).
-B3-
Out-of-pocket expenses are borne by Customer. Out-of-pocket expenses
include, but are not limited to, stamp charges, duties, application
and/or registration fees incurred outside of the United States, the
cost of building and/or setting up an interface with your (1)
investment managers, or (2) other vendors, as well as postage and legal
fees. These charges are passed on at cost.
-B4-
CUSTODIAN AGREEMENT
EXHIBIT C
FORM OF SECRETARY'S CERTIFICATE
I, [Name], hereby certify that I am the Secretary of Forum Funds, a
business trust organized under the laws of the State of Delaware (the
"Company"), and as such I am duly authorized to, and do hereby, certify that:
1. ORGANIZATIONAL DOCUMENTS. The Company's organizational documents, and
all amendments thereto, have been filed with the appropriate governmental
officials of Delaware, the Company continues to be in existence and is in good
standing, and no action has been taken to repeal such organizational documents,
the same being in full force and effect on the date hereof.
2. BYLAWS. The Company's Bylaws have been duly adopted and no action has
been taken to repeal such Bylaws, the same being in full force and effect.
3. RESOLUTIONS. Resolutions have been duly adopted on behalf of the
Company, which resolutions (i) have not in any way been revoked or rescinded,
(ii) have been in full force and effect since their adoption, to and including
the date hereof, and are now in full force and effect, and (iii) are the only
corporate proceedings of the Company now in force relating to or affecting the
matters referred to therein, including, without limitation, confirming that the
Company is duly authorized to enter into a certain custody agreement with Forum
Trust, LLC (the "Agreement"), and that certain designated officers, including
those identified in paragraph 4 of this Certificate, are authorized to execute
said Agreement on behalf of the Company, in conformity with the requirements of
the Company's organizational documents, Bylaws, and other pertinent documents to
which the Company may be bound.
4. INCUMBENCY. The following named individuals are duly elected (or
appointed), qualified, and acting officers of the Company holding those offices
set forth opposite their respective names as of the date hereof, each having
full authority, acting individually, to bind the Company, as a legal matter,
with respect to all matters pertaining to the Agreement, and to execute and
deliver said Agreement on behalf of the Company, and the signatures set forth
opposite the respective names and titles of said officers are their true,
authentic signatures:
NAME TITLE SIGNATURE
[Name] [Position] _____________________
[Name] [Position] _____________________
[Name] [Position] _____________________
-C1-
IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of _______, 200_.
Forum Funds
By:
-------------------------------------
Name:
-----------------------------------
Title: Secretary
I, [Name of Confirming Officer], [Title] of the Company, hereby certify
that on this ___ day of ________, 200_, [Name of Secretary] is the duly elected
Secretary of the Company and that the signature above is his genuine signature.
Forum Funds
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
-C2-
CUSTODIAN AGREEMENT
EXHIBIT D
APPROVED SUBCUSTODIANS AND SECURITIES SYSTEMS
-D1-
