0001435109-15-000894.txt : 20160105 0001435109-15-000894.hdr.sgml : 20160105 20151001154944 ACCESSION NUMBER: 0001435109-15-000894 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20151001 FILED AS OF DATE: 20151001 DATE AS OF CHANGE: 20151013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORUM FUNDS CENTRAL INDEX KEY: 0000315774 IRS NUMBER: 010516963 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-03023 FILM NUMBER: 151136949 BUSINESS ADDRESS: STREET 1: THREE CANAL PLAZA CITY: PORTLAND STATE: ME ZIP: 04101 BUSINESS PHONE: 2073472000 MAIL ADDRESS: STREET 1: FORUM FUNDS STREET 2: THREE CANAL PLAZA CITY: PORTLAND STATE: ME ZIP: 04101 FORMER COMPANY: FORMER CONFORMED NAME: FORUM FUNDS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FAHNESTOCK DAILY INCOME FUND INC DATE OF NAME CHANGE: 19870617 FORMER COMPANY: FORMER CONFORMED NAME: DAILY INCOME EXTENSION FUND INC DATE OF NAME CHANGE: 19810607 0000315774 S000047488 Exceed Structured Shield Index Strategy Fund C000149103 Institutional Shares SHIIX C000149104 Investor Shares SHIEX PRE 14A 1 pre_14a.htm EXCEED FUNDS PRELIMINARY PROXY STATEMENT pre_14a.htm
SCHEDULE 14A INFORMATION
 
 
PROXY STATEMENT PURSUANT TO SECTION 14(a)
 
 
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Filed by the Registrant
[X]
Filed by a Party other than the Registrant
[ ]
 

 
Check the appropriate box:
 
[X]
Preliminary Proxy Statement
 
[ ]
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
[ ]
Definitive Proxy Statement
 
[ ]
Definitive Additional Materials
 
[ ]
Soliciting Material Pursuant to §240.14a-12
 
FORUM FUNDS
THREE CANAL PLAZA, SUITE 600
PORTLAND, ME  04101
 
 
 
 
Payment of Filing Fee (Check the appropriate box):
 
[X]
No fee required.
   
[ ]
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
 
(2)
Aggregate number of securities to which transaction applies:
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:
 
(4)
Proposed maximum aggregate value of transaction:
 
(5)
Total Fee Paid:
   
[ ]
Fee paid previously with preliminary materials.
   
[ ]
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
Amount Previously Paid:
 
(2)
Form, Schedule or Registration Statement No.:
 
(3)
Filing Party:
 
(4)
Date Filed:

 
 
 
 
 
EXCEED DEFINED SHIELD INDEX FUND
 (formerly known as
EXCEED STRUCTURED SHIELD INDEX STRATEGY FUND)

Three Canal Plaza, Suite 600
Portland, Maine 04101

[DATE], 2015

Dear Shareholder:

The Board of Trustees (the “Board”) of Forum Funds (the “Trust”) has called a special meeting (the “Special Meeting”) of the shareholders of the Exceed Defined Shield Index Fund (formerly known as the Exceed Structured Shield Index Strategy Fund) a series of the Trust (the “Fund”), to approve a new Investment Subadvisory Agreement for the Fund (the “New Agreement”) between Exceed Advisory, LLC, the adviser to the Fund (“Exceed”), and First Principles Capital Management, LLC, the subadvisor to the Fund (“FPCM”).  The Special Meeting is scheduled to be held on November 24, 2015.

Exceed has served as the Fund’s investment adviser since the commencement of operations of the Fund on October 15, 2014 pursuant to an Investment Advisory Agreement between the Trust, on behalf of the Fund, and Exceed (the “Advisory Agreement”).

For the period December 12, 2014 through September 15, 2015, FPCM served as the Fund’s investment subadviser pursuant to an Investment Subadvisory Agreement between Exceed and FPCM (the “Original Agreement”).  On or about August 5, 2015, FPCM advised the Trust’s Board that it expected to enter into a transaction (“Transaction”) that would cause FPCM to undergo a change of control and result in the automatic termination of the Original Agreement. Pursuant to the Transaction, on September 15, 2015, FPCM became a wholly-owned subsidiary of American International Group, Inc.

In anticipation of the change in control, and to provide for continuity of management, the Board terminated the Original Agreement, effective as of September 15, 2015, immediately prior to the closing of the Transaction, and appointed FPCM as the Fund’s investment subadviser pursuant to an Interim Investment Subadvisory Agreement between Exceed and FPCM (the “Interim Agreement”).  The Interim Agreement will remain in effect until the earlier of: (i) 150 days from September 15, 2015 and (ii) the date that the Fund’s shareholders approve the New Agreement.

At a meeting held on September 11, 2015, the Board unanimously approved, subject to approval by shareholders, the New Agreement between Exceed and FPCM. Under the New Agreement, FPCM is expected to continue in its capacity as subadviser for the Fund with substantially the same investment management personnel and with no changes to the subadvisory fee rates payable under the Original Agreement, investment strategies or the management process. The Board recommends that you vote “FOR” the approval of the New Agreement.

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE OR VOTE BY TELEPHONE OR VIA THE INTERNET.  NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.  THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO THE SPECIAL MEETING.  IT IS IMPORTANT THAT YOUR VOTE BE RECEIVED NO LATER THAN [DATE], 2015.  YOU MAY ALSO VOTE BY TELEPHONE OR INTERNET USING THE INSTRUCTIONS SHOWN ON THE PROXY CARD.  IF YOU HAVE ANY QUESTIONS ABOUT THE PROXY STATEMENT, PLEASE DO NOT HESITATE TO CALL US TOLL-FREE AT (800) 441-7031.
 
 
 
 
 
 
We appreciate your participation and prompt response and thank you for your continued support of the Fund.

Sincerely,


Jessica Chase signature
Jessica Chase
President, Forum Funds
 
 
 
 
 
 
EXCEED DEFINED SHIELD INDEX FUND
 (formerly known as the
EXCEED STRUCTURED SHIELD INDEX STRATEGY FUND)

Three Canal Plaza
Portland, Maine 04101
_________________________

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 24, 2015
_________________________

To the Shareholders of the Exceed Defined Shield Index Fund:

Notice is hereby given that a special meeting of shareholders (the “Special Meeting”) of the Exceed Defined Shield Index Fund (formerly known as the Exceed Structured Shield Index Strategy Fund) (the “Fund”), a series of Forum Funds (the “Trust”), will be held at the offices of Atlantic Fund Administration, LLC, Three Canal Plaza, Suite 600, Portland, Maine 04101 on November 24, 2015 at 10:00 a.m. (Eastern time).  The purposes of the Special Meeting are:

1.  
To approve a new Investment Subadvisory Agreement for the Fund between Exceed Advisory, LLC and First Principles Capital Management, LLC; and

2.  
To transact such other business as may properly come before the Special Meeting.

The Trust’s Board of Trustees has fixed the close of business on September 28, 2015 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof.  Please carefully read the accompanying Proxy Statement.


By Order of the Board of Trustees,

                        Zac Tackett signature
Zachary Tackett
Vice President & Secretary, Forum Funds
Portland, Maine
[DATE], 2015
 
 
 
 
 
 
YOUR VOTE IS VERY IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.  IN ORDER TO AVOID THE UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO VOTE EITHER (1) ON THE ENCLOSED PROXY, BY DATING AND SIGNING, AND RETURNING IT PROMPTLY IN THE ENVELOPE PROVIDED; (2) BY CALLING (TOLL FREE), THE TELEPHONE NUMBER ON YOUR PROXY CARD; OR (3) BY LOGGING ONTO THE INTERNET ADDRESS ON YOUR PROXY CARD.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be Held on November 24, 2015, or any adjournment thereof. This Notice and the Proxy Statement are available on the internet at www.proxyvote.com. On this website, you will be able to access the Notice, the Proxy Statement, any accompanying materials and any amendments or supplements to the foregoing materials that are required to be furnished to shareholders.
 
 
 
 
 
 
Information to Help You Understand and Vote on the Proposals

Q:           Why am I receiving these materials?

A:
You are receiving these materials because on September 28, 2015, you owned shares of the Exceed Defined Shield Index Fund (formerly known as the Exceed Structured Shield Index Strategy Fund) (the “Fund”). As a shareholder, you have a right to vote on the proposal to approve a new investment subadvisory agreement for the Fund (the “Proposal”).

Q:           Why am I being asked to vote?

A:
On September 15, 2015, First Principles Capital Management, LLC, (“FPCM”) the Fund’s investment subadviser, entered into a transaction (“Transaction”) that would have caused it to undergo a change of control and resulted in the automatic termination of the original Investment Subadvisory Agreement between Exceed Advisory, LLC (the “Exceed”) and FPCM (“Original Agreement”). By the terms of the Transaction, FPCM became a wholly-owned subsidiary of American International Group, Inc.

In anticipation of the Transaction, and to provide for continuity of management, the Board of Trustees of the Trust (the “Board”) terminated the Original Agreement and appointed FPCM as the Fund’s investment subadviser pursuant to an Interim Investment Subadvisory Agreement between the Exceed and FPCM (the “Interim Agreement”), effective on September 15, 2015. The Interim Agreement will remain in effect for 150 days from September 15, 2015 or until the Fund’s shareholders approve a new investment subadvisory agreement (“New Agreement”). Pursuant to applicable law, shareholders of the Fund  must approve the New Agreement for it to become effective. To ensure that FPCM can continue to provide your Fund with the same investment management services, we are seeking your approval of the New Agreement.

Q:           What is the required vote to approve the Proposal?

A:
Pursuant to applicable law, shareholders of the Fund  must approve the New Agreement for it to become effective.  Approval of the New Agreement requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund, which, for this purpose means the affirmative vote of the lesser of either: (a) 67% or more of the voting securities of the Fund present at the Special Meeting if more than 50% of the outstanding shares of the Fund are present or represented by proxy; or (b) more than 50% of the outstanding voting securities of the Fund. 

Q:           Will the Portfolio Manager change as a result of the New Agreement?

A:
No. FPCM, the Fund’s investment subadviser, has advised the Board that it expects to continue with substantially the same investment management personnel.

Q:           Will the advisory fee rate payable by the Fund increase under the New Agreement?

A:           No. The fee rate payable under the New Agreement will not increase from the Original Agreement or the Interim Agreement. In addition, Exceed has undertaken to continue the fee waiver
       currently in effect for the Fund until at least April 1, 2017.

Q:           How does the New Agreement differ from the Original  Agreement?

A:
The New Agreement is substantively the same as the Original Agreement. The fee rate and level of advisory services under the New Agreement will be the same as under the Original Agreement.

Q:           What will happen if the New Agreement is not approved?

A:
If shareholders do not approve the New Agreement within 150 days of September 15, 2015, the Board will take such actions as it deems in the best interests of the Fund’s shareholders.

Q:           Who will pay Fund  expenses associated with the proxy?

 
 
 
 
 
A:
FPCM will bear the costs, fees and expenses incurred by the Fund in connection with soliciting proxies for the Proposal, including fees of proxy solicitation firms, accountants and attorneys, the fees and expenses incurred by the Fund in connection with the Transaction, and the meeting fees of the Board for meetings held in connection with the Transaction.

Q:           How does the Board recommend that I vote?

A:           After careful consideration, the Board recommends that you vote FOR the Proposal.

Q:           How do I vote my shares?

A:           You may sign and date the enclosed proxy card, and return the card by mail in the postage-paid envelope provided. Alternatively, you may vote by telephone, the Internet, or in person. To vote
       by telephone or the Internet, please follow the instructions listed on your proxy card. If you will attend the
       Special Meeting and vote in person, please let us know by calling (800) 441-7031.
 
Q:           Who do I contact for additional information?

A:           If you have any questions about any of the proxy materials or need assistance voting your shares, please call (800) 441-7031.

 
 
 
 

TABLE OF CONTENTS
PAGE                          
 

 
INTRODUCTION........................................................................................................................................................................................................................................................................................................1
PROPOSAL.................................................................................................................................................................................................................................................................................................................3
    Background Information.................................................................................................................................................................................................................................................................................3
    The Interim Agreement...................................................................................................................................................................................................................................................................................3
    The New Agreement........................................................................................................................................................................................................................................................................................4
    Considerations of the Board of Trustees.....................................................................................................................................................................................................................................................5
INFORMATION ABOUT FIRST PRINCIPLES CAPITAL MANAGEMENT, LLC........................................................................................................................................................................................7
OTHER MATTERS.....................................................................................................................................................................................................................................................................................................8
ADDITIONAL INFORMATION...............................................................................................................................................................................................................................................................................8
    Other Fund Service Providers........................................................................................................................................................................................................................................................................8
    Reports to Shareholders.................................................................................................................................................................................................................................................................................9
SUBADVISORY AGREEMENT.............................................................................................................................................................................................................................................................EXHIBIT A
PROXY CARD..........................................................................................................................................................................................................................................................................................ENCLOSED
 
 
 
 
 
 
 
PROXY STATEMENT

EXCEED DEFINED SHIELD INDEX FUND
 (formerly known as
EXCEED STRUCTURED SHIELD INDEX STRATEGY FUND)

Three Canal Plaza
Portland, Maine  04101
____________________

Special Meeting of Shareholders
NOVEMBER 24, 2015
___________________

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of Forum Funds (the “Trust”), on behalf of the Exceed Defined Shield Index Fund (formerly known as the Exceed Structured Shield Index Strategy Fund), a series of the Trust (the  “Fund”), to approve a new Investment Subadvisory Agreement between the Exceed Advisory, LLC (“Exceed”) and First Principles Capital Management, LLC (“FPCM”) (the “Proposal”).  The Trust is a registered open-end investment company whose executive offices are located at Three Canal Plaza, Suite 600, Portland, Maine 04101.  Voting of Fund shares will occur at a special meeting of shareholders (the “Special Meeting”) of the Fund to be held at the offices of the Fund’s administrator, Atlantic Fund Administration, LLC (d/b/a Atlantic Fund Services) (“Atlantic”), Three Canal Plaza, Suite 600, Portland, Maine 04101, on November 24, 2015 at 10:00 a.m. (Eastern time), or at any postponement or adjournment thereof for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders.  The Notice of Special Meeting of Shareholders, this Proxy Statement and the proxy card are first being mailed to shareholders of the Fund on or about [DATE].

The Board has fixed the close of business on September 28, 2015 as the record date (the “Record Date”) for the determination of shareholders of the Fund entitled to notice of, and to vote at, the Special Meeting and any postponement or adjournment thereof. As of the Record Date, there were 495,990.96 shares outstanding of the Fund’s Institutional Share class.  Each shareholder will be entitled to one vote for each whole Fund share and a fractional vote for each fractional Fund share held as of the Record Date.  Shares may be voted in person or by proxy.  One-third of the outstanding shares of the Fund as of the Record Date present in person or by proxy will constitute a quorum for the transaction of business at the Special Meeting. All properly executed proxies received on or before November 24, 2015 will be counted at the Special Meeting and any postponement or adjournment thereof in accordance with the instructions marked thereon or otherwise provided therein.  Proxies received after that date will be counted only if the Special Meeting is adjourned.

For purposes of determining the presence of a quorum and counting votes on the matters presented, Fund shares represented by abstentions and “broker non-votes” will be counted as present, but not as votes cast at the Special Meeting.  Broker non-votes are Fund shares held in street name for which the broker indicates that instructions have not been received from the beneficial owners and other persons entitled to vote and for which the broker lacks discretionary voting authority.  Under the Investment Company Act of 1940, as amended (the “1940 Act”), the affirmative vote necessary to approve the Proposal is determined with reference to a percentage of voting power of shares present at the Special Meeting. Specifically, Section 15(a) of the 1940 Act requires that a majority of the outstanding voting securities of the Fund approve the Proposal. For this reason, abstentions and broker non-votes have the effect of being votes “Against” the Proposal.  In completing proxies, therefore, shareholders should be aware that checking the box labeled “Abstain” would result in the shares covered by the proxy being treated as if they were voted “Against” the Proposal.

If a choice is not specified on an executed proxy that is returned in time to be voted at the Special Meeting, the proxy will be voted “FOR” the Proposal.

1
 
 
 
 
If a quorum is not present at the Special Meeting, or if a quorum is present at the Special Meeting but sufficient votes to approve the Proposal are not received, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies with respect to the Proposal.  Any adjournment will require the affirmative vote of a majority of shares represented in person or by proxy at the Special Meeting.  In that case, the persons named as proxies will vote all proxies that they are entitled to vote for the Proposal as “For” such an adjournment and any proxies required to be voted against the Proposal will be voted “Against” such adjournment.  Abstentions and broker non-votes will not be voted “For” or “Against” any adjournment and therefore will have the effect of voting “Against” an adjournment.  A shareholder vote may be taken on the Proposal prior to adjournment if sufficient shares are present to constitute a quorum and it is otherwise appropriate.

Approval of the Proposal by the Fund requires the affirmative vote of the lesser of either (a) 67% or more of the shares of the Fund present at the Special Meeting in person or represented by proxy if the holders of more than 50% of the outstanding shares are present in person or represented by proxy at the Special Meeting or (b) more than 50% of the outstanding shares of the Fund.
 
 
You may vote on the Proposal by utilizing one of the following options:
                  
                       
 
By Mail:
Complete the enclosed proxy card (“Proxy Card”) and return it in the postage paid envelope provided.
                  
 
By Telephone:
Call the Toll-Free number on your Proxy Card.
                  
 
By Internet:
Use the Internet address on your Proxy Card.
                  
 
In Person:
Attend the Special Meeting in person at 10:00 a.m. (Eastern time) on November 24, 2015, at the offices of Atlantic, Three Canal Plaza, Suite 600, Portland, Maine 04101.
                  
                       
 
If you plan to vote by mail, you should complete the Proxy Card by:
                  
 
(1)
Indicating whether you vote “FOR”, “AGAINST”, or “ABSTAIN” from voting on the Proposal by checking the appropriate box on the Proxy Card;
                  
 
(2)
Signing and dating the Proxy Card; and
                  
 
(3)
Returning the Proxy Card in the enclosed postage-paid envelope.
                  
                       
To change your vote, you may send a written notice of revocation to Atlantic, at Three Canal Plaza, Suite 600, Portland, Maine, 04101, or by personally casting a vote at the Special Meeting. The written notice of revocation must:
                       
 
(1)
Identify you;
                  
                       
 
(2)
State that as a Fund shareholder, you revoke your prior vote; and
                  
                       
 
(3)
Indicate your approval, disapproval or abstention from voting with respect to the Proposal.
                  

 
The solicitation of proxies will be primarily by mail but may also include telephone or oral communications by the officers of the Trust, employees of Exceed, FPCM or by an independent proxy solicitor employed by Exceed.  FPCM will bear all of the costs of the Special Meeting and the preparation, printing and mailing of this Proxy Statement, the solicitation of proxies and the tabulation of the Proxy Cards. Estimated proxy solicitation costs are approximately $[ESTIMATE OF COST] .

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PROPOSAL:
APPROVAL OF INVESTMENT SUBADVISORY AGREEMENT BETWEEN EXCEED ADVISORY, LLC AND FIRST PRINCIPLES CAPITAL MANAGEMENT, LLC

Background Information

Exceed has served as the Fund’s investment adviser since the commencement of operations of the Fund on October 15, 2014 pursuant to an Investment Advisory Agreement between the Trust, on behalf of the Fund, and Exceed (the “Advisory Agreement”).

For the period from December 12, 2014 through September 15, 2015, FPCM served as the Fund’s investment subadviser pursuant to an Investment Subadvisory Agreement between Exceed and FPCM.  On or about August 5, 2015, FPCM advised the Trust’s Board that it expected to enter into a transaction (“Transaction”) that would cause FPCM to undergo a change of control and result in the automatic termination of the Original Agreement. Pursuant to the Transaction, on September 15, 2015, FPCM became a wholly-owned subsidiary of American International Group, Inc.

The Original Agreement was first approved by the Fund’s initial shareholder contemporaneously with the inception of the Fund. By its own terms, the Original Agreement was to remain in effect for an initial two-year term from the date of its effectiveness and thereafter for successive annual periods, provided that such continuance was specifically approved at least annually: (i) by the Board of Trustees of the Trust (the “Board”) or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to the agreement or interested persons of any such party (other than as trustees of the Trust) (the “Independent Trustees”).  The Board’s most recent approval of the continuation of the Original Agreement occurred at a meeting held on December 11, 2014.

[For the fiscal period ended May 31, 2015], the fee paid by Exceed to FPCM under the Original Agreement was approximately $[FEE IN DOLLARS], which was [FEE IN PERCENTAGE]% of the average daily net assets of the Fund [on an annualized basis].

In anticipation of the change in control of FPCM, and to provide for continuity of management, at a meeting held September 11, 2015, the Board approved the termination of the Original Agreement, effective as of immediately prior to the consummation of the Transaction, and the Board appointed FPCM as the Fund’s investment subadviser pursuant to an interim Investment Subadvisory Agreement between Exceed and FPCM (the “Interim Agreement”). The Interim Agreement will remain in effect for 150 days from the date of its effectiveness or until the date that the Fund’s shareholders approve a new investment advisory agreement, whichever is earlier.

At the meeting of the Board held on September 11, 2015, the Board also unanimously approved the new Investment Subadvisory Agreement between Exceed and FPCM (the “New Agreement”), subject to approval by the Fund’s shareholders.  The terms of the New Agreement and services to be provided thereunder are materially the same as those provided under the Original Agreement. Furthermore, the subadvisory fee rate payable by Exceed to FPCM under the New Agreement is identical to the subadvisory fee rate payable by the Fund under the Original Agreement: 0.15% of the average daily net assets of the Fund for the first $100,000,000; 0.09% of the average daily net assets of the Fund for assets between $100,000,000 and $500,000,000; and 0.06% of the average daily net assets of the Fund for assets in excess of $500,000,000.

The Board recommends that you vote “FOR” the approval of the New Agreement.

The Interim Agreement

The Interim Agreement was approved by the Board, including the Independent Trustees, at a meeting held on September 11, 2015. The Board, including the Independent Trustees, determined that the scope and quality of services to be provided to the Fund under the Interim Agreement were equivalent to the scope and quality of services provided under the Original Agreement.  The terms of the Interim Agreement are identical in all material respects to those of the Original Agreement, except for the effective date and duration of the Interim Agreement.  The Interim Agreement provides for a termination date no later than 150 days from the date of its effectiveness or upon approval of a new investment subadvisory agreement between Exceed and FPCM by the Fund’s shareholders, whichever is earlier.  The Interim Agreement may also be terminated at any time, without the payment of any
 
 
3
 
 
 
 
penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to FPCM, (ii) by Exceed on 60 days’ written notice to FPCM; or (iii) by FPCM on 60 days’ written notice to the Trust and Exceed.
 
Pursuant to the  Interim Agreement, FPCM has agreed to be responsible for all costs of this solicitation, including the costs of preparing this proxy statement, meeting fees and expenses and fees of counsel to the Trust and the Independent Trustees.

The New Agreement

At a meeting on September 11, 2015, the Board, including the Independent Trustees, unanimously approved the New Agreement, subject to the approval of Fund shareholders. The terms of the New Agreement and services to be provided thereunder are materially the same as those provided under the Original Agreement. Under the New Agreement, Exceed will engage FPCM, subject to the general supervision of the Board, and FPCM will manage the investment and reinvestment of the assets of the Fund. The subadvisory fee rate payable by Exceed under the New Agreement is 0.15% of the average daily net assets of the Fund for the first $100,000,000; 0.09% of the average daily net assets of the Fund for assets between $100,000,000 and $500,000,000; and 0.06% of the average daily net assets of the Fund for assets in excess of $500,000,000, which is identical to the subadvisory fee rate payable by Exceed under the Original Agreement.

The New Agreement requires FPCM, among other things, to:

(1)  
make decisions with respect to all purchases and sales of securities and other investment assets of the Fund;

(2)  
furnish to the Board, which has overall responsibility for the business and affairs of the Trust and the Fund, periodic reports concerning the performance and operation of the Fund;

(3)  
maintain records relating to the subadvisory services rendered to the Fund as required to be maintained by the Trust pursuant to applicable law, including records pertaining to Fund transactions and the placing and allocation of brokerage orders; and

(4)  
provide the Fund’s custodian and fund accountant, on each Fund business day, with information relating to all transactions concerning the Fund’s assets.

The New Agreement permits FPCM to perform investment advisory services for entities other than the Trust and the Fund. The New Agreement also provides that FPCM shall not be liable to the Trust or the Fund for mistakes of judgment or mistakes of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s shareholders in the absence of bad faith, willful misfeasance or gross negligence in the performance of  FPCM’s duties or obligations under the New Agreement or by reason of FPCM’s reckless disregard of its duties and obligations under the New Agreement. Neither the Trustees of the Trust nor the shareholders of the Fund are liable for any obligations of the Trust or the Fund under the New Agreement. Under the New Agreement, FPCM agrees that, in asserting any rights or claims thereunder, it shall look only to the assets and property of the Fund in settlement of such rights or claims, and not to the Trustees of the Trust or the shareholders of the Fund.

If the New Agreement is approved by the Fund’s shareholders, the New Agreement will be effective for an initial two-year period and thereafter will continue in effect for successive one-year periods, provided that such continuance is approved at least annually by the Board or by a majority vote of the shareholders, and in either case by a majority of the trustees who are not parties to the New Agreement or interested persons of any such party (other than as trustees of the Trust). The New Agreement is terminable, without penalty, by the Board or by a vote of a majority of the voting securities of the Fund on 60 days’ written notice to FPCM or by FPCM on 60 days’ written notice to the Trust and Exeed, or by Exceed on 60 days’ written notice to FPCM. In addition, the New Agreement may be terminated without notice by the Board if the Board determines, in its reasonable discretion and having due regard to the protection of investors, finds that the services being rendered by FPCM under the New Agreement fail in a material way to provide responsible management to the Fund as reasonably expected from an investment adviser, as defined in the Investment Advisers Act of 1940, as amended. The New Agreement also provides for
 
4
 
 
 
 
automatic termination in the event of its assignment, as that term is defined under the 1940 Act. The New Agreement may be amended or modified only by a written agreement that is properly authorized and executed by the Trust and FPCM, and, if required by the 1940 Act, by vote of a majority of the outstanding voting securities of the Fund.

Any description of the New Agreement set forth herein is qualified in its entirety by the provisions of the form of Investment Subadvisory Agreement attached hereto as Exhibit A.  You are urged to review the New Agreement in its entirety.

What is the recommendation of the Board?
 
Based upon its review, the Board has determined that the Proposal is in the best interests of the Fund and its shareholders.  Accordingly, after consideration of such factors and information as it considered relevant, the Board, including all of the Independent Trustees present at its September 11, 2015 meeting, unanimously approved the Proposal and voted to recommend to shareholders that they approve the Proposal.  The Board is therefore recommending that the Fund’s shareholders vote “FOR” the Proposal to approve the New Agreement, as discussed in this Proxy Statement.

Considerations of the Board of Trustees

At a Board meeting held on September 11, 2015, the Board, including the Independent Trustees, considered the approval of the New Agreement.  In considering the New Agreement, the Board reviewed information furnished by FPCM with respect to the investment subadvisory services to be provided to the Fund. The Board also discussed the materials with Independent Trustee counsel and, as necessary, with the Trust’s administrator, Atlantic Fund Services. During its deliberations, the Board received an oral presentation from representatives of FPCM, and was assisted by the advice of Independent Trustee counsel.

At the meeting, the Board reviewed, among other matters: (1) the nature, extent and quality of the services expected to be provided to the Fund by FPCM, including information on the investment performance of the Fund; (2) the anticipated costs of the services to be provided and projected profitability of FPCM and its affiliates from the relationship with the Fund; and (3) other benefits expected to be received by FPCM and its affiliates from their relationship with the Fund. In particular, the Board focused on the following factors and made the following conclusions in considering approval of the New Agreement:

Nature, Extent and Quality of Services

Based on written materials received, a presentation from a senior representatives of FPCM, a discussion with FPCM representatives about the personnel, operations and financial condition of FPCM, and a discussion with the Trust CCO about the compliance functions of FPCM, the Board considered the quality of services expected to be provided by FPCM under the New Agreement (alternatively, the “Subadvisory Agreement”). In this regard, the Board considered information regarding the experience, qualifications and professional background of the portfolio manager and other personnel at FPCM who would have principal responsibility for the Fund, as well as the investment philosophy and decision-making process of such professionals and the capability and integrity of FPCM’s senior management and staff.  The Board also considered that the had been no material changes to the investment subadvisory services provided to the Fund since the approval of the Original Agreement, and that there had been no material changes to the existing personnel at FPCM servicing the Fund.

The Board considered also the adequacy of FPCM’s resources including whether staffing levels remained adequate to provide high-quality investment advisory services.  Based on the presentation and the materials provided by FPCM in connection with the Board’s consideration of the approval of the Subadvisory Agreement, the Board concluded that, overall, it was satisfied with the nature, extent and quality of services to be provided to the Fund under the Subadvisory Agreement.
 
5
 
 
 
 
Performance
 
In connection with a presentation by FPCM regarding its approach to managing the Fund, the Board reviewed the performance of the Fund compared to its benchmark and a peer group. The Board also gave significant weight to the Adviser’s recommendation regarding FPCM and the Adviser’s representation that the reappointment of FPCM would positively contribute to the Adviser’s successful execution of the Fund’s overall strategy. Based on the foregoing, the Board determined that the Fund’s performance was reasonable and that the Fund and its shareholders could expect to benefit from FPCM’s management under the New Agreement.

Compensation

The Board did not consider information regarding the compensation to be paid to FPCM for providing subadvisory services to the Fund, noting instead the arms-length nature of the relationship between the Adviser and FPCM with respect to the negotiation of the subadvisory fee rate on behalf of the fund and that the Adviser, and not the Fund,w as responsible for paying the subadvisory fees due under the Subadvisory Agreement. Under these circumstances, the Board concluded that the compensation paid to FPCM was not a material factor in determining whether or not to approve the Subadvisory Agreement.

Cost of Services and Profitability

The Board did not consider information regarding the costs of services provided or profits realized by FPCM from its relationship with the Fund, noting instead the arms-length nature of the relationship between the Adviser and FPCM with respect to the negotiation of the subadvisory fee rate on behalf of the Fund and that the Adviser, and not the Fund, was responsible for paying the subadvisory fees due under the Subadvisory Agreement. Under these circumstances, the Board concluded that FPCM’s profitability was not a material factor in determining whether or not to approve the Subadvisory Agreement.

Conclusion

The Board did not identify any single factor as being of paramount importance, and different Trustees may have given different weight to different factors. The Board reviewed a memorandum from Fund Counsel discussing the legal standards applicable to its consideration of the Subadvisory Agreement. Based on its review, including consideration of each of the factors referenced above, the Board determined, in the exercise of its reasonable business judgment, that the advisory arrangements, as outlined in the Advisory Agreement, were fair and reasonable in light of the services performed or to be performed, expenses incurred or to be incurred and such other matters as the Board considered relevant.

If shareholders do not approve the New Agreement within 150 days of the effective date of the Interim Agreement, the Board will take such actions as it deems in the best interests of the Fund’s shareholders.

The Board, including the Independent Trustees, recommends that you vote “FOR” the Proposal.




INFORMATION ABOUT FIRST PRINCIPLES CAPITAL MANAGEMENT, LLC

FPCM is a limited liability company organized under the laws of the Delaware.  The principal executive offices of FPCM are located at 140 Broadway, 21st Floor, New York, New York 10005.  FPCM is a registered investment adviser with the Securities and Exchange Commission.
 
6
 
 
 

Set forth below is information about each director, member, and officer of FPCM, each of whom may be contacted at FPCM’s principal business address: 140 Broadway, 21st Floor, New York, New York  10005.

Name
Position with Adviser
Mark G. Alexandridis
 
Chief Investment Officer
 
Prasad Kadiyala
 
Managing Director
 
Hong Chen
 
Managing Director
 
Derek Peeke
 
Vice President
 
John Duff
 
Vice President
 
Saran Ananth
 
Associate
 
David Hagan
 
Associate
 
Stephen R. Miller
 
Chief Risk Officer, Chief Compliance Officer
 
Mark Lieberman
 
Managing Director
 
Laura Malvaez-Penaloza
 
Quantitative Analyst
 

No officer or director of the Trust is an officer, employee, director, partner, or shareholder of FPCM, nor do they have any material interest in FPCM or its parents or affiliates.

Section 15(f) of the 1940 Act. The Transaction involves a sale of an interest in FPCM to American International Group, Inc.  FPCM has represented to the Board that the Transaction comes within the safe harbor provided by Section 15(f) of the 1940 Act.  Section 15(f) of the 1940 Act permits an investment adviser of a registered investment company (or any affiliated persons of the investment adviser) to receive any amount or benefit in connection with a sale of an interest in the investment adviser, provided that two conditions are satisfied.

First, an “unfair burden” may not be imposed on the investment company as a result of the sale of the interest, or any express or implied terms, conditions or understandings applicable to the sale of the interest. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any “interested person” of the adviser (as defined in the 1940 Act), receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services).  The Board has not been advised by FPCM of any circumstances arising from the Transaction that might result in the imposition of an “unfair burden” on the Fund.

Second, during the three-year period after the Transaction closes, at least 75% of the members of the investment company’s board of trustees cannot be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor.  For the three years following the Transaction, it is expected that at least 75% of the members of the Board will be Independent Trustees.

OTHER MATTERS

No other matters are expected to be presented at the Special Meeting other than the Proposal.  If any other matter properly comes before the Special Meeting, the shares represented by proxies will be voted with respect thereto in the discretion of the person or persons voting the proxies.

It is anticipated that, following the Special Meeting, the Fund will not hold any meetings of shareholders except as required by Federal law or Delaware state law.  Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting should send proposals to the Vice President of the Trust, Zachary Tackett, c/o Atlantic Fund Administration, LLC, Three Canal Plaza, Suite 600, Portland, Maine 04101 so as to be
 
7
 
 
 
 
received a reasonable time before the proxy solicitation for the Special Meeting is made. Shareholder proposals that are submitted in a timely manner will not necessarily be included in the Fund’s proxy materials. Inclusion of such proposals is subject to limitations under the federal securities laws and Delaware law.

As of the Record Date, the Trustees and officers of the Trust, as a group, owned beneficially less than 1% of the outstanding shares of the Fund.  As of the Record Date, the following shareholders beneficially or of record owned more than 5% of the outstanding shares of the Institutional Share class of the Fund:

Name and Address of Beneficial Owner*
 
Number of Shares
Percentage of  Class Owned
Michael G Jesselson
445 Park Avenue, Ste. 1502
New York, NY 10022
50,000.000
10.08
Exceed Holdings LLC
Lawrence Solomon, COO
28 West 44th St., 16th Floor
New York, NY 10036
50,000.000
10.08
Charles Schwab & Co., Inc.
Special Custody FBO Customers
211 Main Street
San Francisco, CA 94105
41,613.377
8.39

______________________
* Each entity set forth in this column is the shareholder of record and may be deemed to be the beneficial owner of certain of the shares listed for certain purposes under the securities laws, although certain of the entities generally do not have an economic interest in these shares and would ordinarily disclaim any beneficial ownership.

ADDITIONAL INFORMATION

Other Fund Service Providers

Atlantic provides administration, fund accounting, and transfer agency services to the Fund and the Trust. Pursuant to a Services Agreement with the Trust, Atlantic also provides the Trust with a President, Chief Financial Officer and Chief Compliance Officer as well as with certain other compliance services. Foreside Fund Services, LLC (“Foreside”), located at Three Canal Plaza, Suite 100, Portland, Maine 04101, serves as the Trust’s principal underwriter. Foreside is not affiliated with Atlantic, American International Group, Inc. or FPCM.
 
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Reports to Shareholders

Each Fund will furnish to shareholders without charge, on request, copies of its semi-annual report to shareholders for the period ended May 31, 2015.  To request a copy of such report, please write to the Fund at Exceed Defined Shield Index Strategy Fund, P.O. Box 588, Portland, Maine 04112, or call the Fund toll-free at (800) 441-7031.  The annual and semi-annual reports are also available, without charge, on the Fund’s website at www.exceedinvestments.com.



By Order of the Board of Trustees,
 
Zac Tackett signature
Zachary Tackett
Vice President & Secretary, Forum Funds

[DATE], 2015
 
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[INSERT FUND NAME] Fund-Proxy Card
c/o Atlantic Fund Services
Three Canal Plaza, Suite 600
Portland, Maine  04101
IT IS IMPORTANT THAT PROXIES BE VOTED PROMPTLY. EVERY SHAREHOLDER’S VOTE IS IMPORTANT.
 
To vote by Internet
 
 
1)
Read the Proxy Statement and have the proxy card below at hand.
 
2)
Go to website www.proxyvote.com.
 
3)
Follow the instructions provided on the website.
   
 
To vote by Telephone
 
 
1)
Read the Proxy Statement and have the proxy card below at hand.
 
2)
Call 1-800-690-6903
 
3)
Follow the instructions.
     
 
To vote by Mail
 
 
1)
Read the Proxy Statement.
 
2)
Check the appropriate boxes on the proxy card below.
 
3)
Sign and date the proxy card.
 
4)
Return the proxy card in the envelope provided.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK:
   
KEEP THIS PORTION FOR YOUR RECORDS
   
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
 
 
Forum Funds (the “Trust”)
 
 
 
SPECIAL MEETING PROXY CARD
 
 
Proposal to Approve a New Investment Advisory Agreement.
  For                      Against                                       Abstain
                                                                                                                                                      (Yes, I approve)  (No, I do not approve)
 
To approve a new Investment Subadvisory Agreement between the Trust                 check box      check box           check box
and First Principles Capital Management, LLC, as described in the Proxy Statement.
 
 
Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.
 
Please sign exactly as your name(s) appear(s) on the mailing label.  Corporate proxies should be signed by an authorized officer.
 
 
signature box  signature box 
Signature [PLEASE SIGN WITHIN BOX]   Date
Signature [PLEASE SIGN WITHIN BOX]   Date
 
 

 
 
 
 
 



Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:
The Proxy Statement is available at www.proxyvote.com.



















     
     

 
 
Proxy
 
PROXY SOLICITED BY THE BOARD OF TRUSTEES
 
PROXY FOR 2015 SPECIAL MEETING OF SHAREHOLDERS
 
The undersigned, revoking previous proxies, hereby appoints Zachary Tackett, Teidah Reguera and Kevin MacDowell, or any one or more of them, attorneys and proxies, each with full power of substitution and revocation, to vote all shares of the Fund indicated on the reverse side of this proxy card which the undersigned is entitled to vote at the Fund’s 2015 Special Meeting of Shareholders to be held at offices of Atlantic Fund Administration, LLC, Three Canal Plaza, Suite 600, Portland, Maine 04101 on [DATE], 2015 at 10:00 a.m. (Eastern time) and at any adjournments or postponements thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes or acts, then by that one. The undersigned directs said proxy holders to vote as specified upon the proposals shown on the reverse side, each of which is described in the Proxy Statement for the Meeting, receipt of which is acknowledged by your execution of this proxy.
 
SAID PROXIES WILL VOTE THIS PROXY AS DIRECTED, OR IF NO DIRECTION IS INDICATED, FOR ALL PROPOSALS.
 
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
 
 
 

 
 
 
 
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FORUM FUNDS
THREE CANAL PLAZA, SUITE 600
PORTLAND, MAINE 04101
207-347-2000
 

 
October 1, 2015
 

U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

 
 
Re:
Forum Funds
File Nos. 002-67052 and 811-03023
 

Ladies and Gentleman:
 
Enclosed for filing on behalf of Forum Funds (the "Trust"), pursuant to Rule 14a-6(a) under the Securities Exchange Act of 1934, as amended, is a copy of a preliminary proxy statement and related materials in connection with a meeting of shareholders of the Trust's Exceed Defined Shield Index Fund (formerly known as the Exceed Structured Shield Index Strategy Fund) series (the "Fund") to be held on November 24, 2015 (the "Meeting"). Shareholders of the Fund are being asked at the Meeting to approve a new Investment Subadvisory Agreement for the Fund between Exceed Advisory, LLC and First Principles Capital Management, LLC.

If you have any questions concerning this filing, please do not hesitate to contact me at (207) 347-2076 or via email at zac.tackett@atlanticfundservices.com

 
Sincerely,
 
 
/s/ Zachary R. Tackett
Zachary R. Tackett, Esq.
Vice President and Secretary to the Registrant

Atlantic Fund Services