UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

SOUND SHORE FUND, INC.

(Name of Registrant as Specified in Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

SOUND SHORE FUND, INC.

190 Middle Street

Portland, Maine 04101

[•]

Dear Shareholder,

On behalf of the Board of Directors of Sound Shore Fund, Inc. (“Sound Shore Fund”), I am writing to inform you of the upcoming special meeting of the shareholders of Sound Shore Fund, which is scheduled to be held at the offices of Apex Fund Services, the Sound Shore Fund’s administrator, 190 Middle Street, Portland, Maine 04101, on September 11, 2026 at 10:00 a.m., Eastern Time (with any adjournments or postponements thereof, the “Meeting”).

The Board of Directors of Sound Shore Fund (the “Sound Shore Board”) has approved an Agreement and Plan of Reorganization (the “Reorganization Plan”) providing for the reorganization of Sound Shore Fund into a newly created series of Forum Funds II with a similar name (the “New Fund”) that was created specifically for such reorganization (the “Reorganization”). The New Fund is designed to be substantially similar from an investment perspective to the Sound Shore Fund. At the Meeting, you will be asked to vote on the proposed Reorganization of Sound Shore Fund into the New Fund.

The Sound Shore Board has determined that the proposed Reorganization is in the best interests of Sound Shore Fund and its shareholders and will not result in the dilution of interests of Sound Shore Fund’s existing shareholders. Following the Reorganization, Sound Shore Management, Inc. (“Adviser”), the investment adviser to the Sound Shore Fund, will remain the investment adviser to the New Fund and the same portfolio managers will be responsible for day-to-day management. The Adviser believes that the proposed Reorganization will benefit Sound Shore Fund and its shareholders. There will not be any change to the Sound Shore Fund’s investment objectives or strategies. The Sound Shore Fund’s investment limitations and principal risks will also remain identical, and Sound Shore Fund’s expenses are not expected to increase as a result of the Reorganization.

Sound Shore Fund is an open-end management investment company organized as a Maryland corporation, with its principal offices located at 190 Middle Street, Portland, Maine 04101. After completion of the Reorganization, the Sound Shore Fund would become a series of Forum Funds II, an open-end management investment company organized as a Delaware statutory trust, with its principal offices located at 190 Middle Street, Portland, Maine 04101. If Sound Shore Fund shareholders approve the Reorganization, it will take effect on or about September 30, 2026, or such other date as may be agreed upon by the officers of Sound Shore Fund and Forum Funds II. At that time, the shares of the Sound Shore Fund will be exchanged on a tax-free basis for shares of the New Fund, with the same aggregate net asset value.

Your vote is important. After careful consideration and upon the recommendation of the Adviser, the Sound Shore Board unanimously approved the Agreement and Plan of Reorganization and authorized the solicitation of proxies on the proposal. The Sound Shore Board recommends that you vote FOR the proposal. On behalf of the Sound Shore Board, I ask you to review the proposal and vote. For more information about the proposal requiring your vote, please refer to the accompanying Proxy Statement. The Notice of Special Meeting of Shareholders and the proxy card are also enclosed.

Your vote is important no matter how many shares you own. Voting your shares early will avoid costly follow-up mail and telephone solicitation. After reviewing the attached materials, please complete, sign and date your proxy card and mail it promptly in the enclosed postage paid envelope. You may also vote online by following the instructions found on your proxy card, by telephone at the number provided on the proxy card, or at the meeting. Any proposal submitted to a vote at the meeting may be voted at the meeting, by phone or online using the instructions found on your proxy card, or by written proxy. If you have any questions regarding the Proxy Statement or need assistance with voting your shares, please call Okapi Partners LLC, our proxy solicitation firm, toll-free at (855) 305-0857. Representatives are available Monday through Friday from 9:00 a.m. to 8:00 p.m. Eastern Time. Thank you for taking the time to consider this important proposal, and we encourage you to submit your vote as soon as possible.

SOUND SHORE FUND, INC.

190 Middle Street

Portland, Maine 04101

(207) 347-2000

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS

To Be Held September 11, 2026

Dear Shareholders:

Notice is hereby given that a special meeting of shareholders of Sound Shore Fund, Inc. (“Sound Shore Fund”), will be held at the offices of Apex Fund Services, Sound Shore Fund’s administrator, located at 190 Middle Street, Portland, Maine 04101 on September 11, 2026 at 10:00 a.m., Eastern Time (with any adjournments or postponements thereof, the “Meeting”).

The purpose of the Meeting is for shareholders of Sound Shore Fund to consider and act upon the following proposal:

Shareholders may also be asked to transact such other business as may properly come before the Meeting. Shareholders of record at the close of business on July 10, 2026, are entitled to notice of, and to vote at, the Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 11, 2026. This Notice of Special Meeting of Shareholders and the Proxy Statement are available on the Internet at www.OkapiVote.com/SoundShore. On this website, you will be able to access the Notice of Special Meeting of Shareholders, the Proxy Statement and any amendments or supplements to the foregoing material that are required to be furnished to shareholders.

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN

To assure your representation at the meeting, please complete the enclosed proxy and return it promptly in the accompanying envelope, vote online at the website listed on your proxy card, or vote by calling the number listed on your proxy card, whether or not you expect to be present at the Meeting. If you attend the Meeting, you may revoke your proxy and vote your shares at the Meeting.

IF YOU SIGN, DATE AND RETURN THE PROXY CARD BY GIVE NO INSTRUCTIONS, YOUR SHARES WILL BE VOTED “FOR” THE PROPOSAL DESCRIBED ABOVE.

To avoid the additional expense of further solicitation, we ask for your cooperation in voting promptly. Any proposal submitted to a vote at the Meeting may be voted at the Meeting, online at the voting site listed on your proxy card, or by written proxy. In addition to the solicitation of proxies by mail, you may receive a call from a representative of Okapi Partners LLC, our proxy solicitation firm, or from Sound Shore Management, Inc. if your vote is not received.

Unless proxy cards submitted by corporations and partnerships are signed by the appropriate persons as indicated in the voting instructions on the proxy cards, they will not be voted and will not be counted as present at the Meeting.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you and avoid the time and expenses involved in validating your vote if you fail to sign your proxy card properly.

INSTRUCTIONS FOR VOTING BY TELEPHONE
OR THROUGH THE INTERNET

SOUND SHORE FUND, INC.

190 Middle Street

Portland, Maine 04101

______________________________

PROXY STATEMENT

______________________________

SPECIAL MEETING OF SHAREHOLDERS

To Be Held September 11, 2026

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Sound Shore Board”) of Sound Shore Fund, Inc. (the “Sound Shore Fund”) for use at the special meeting of shareholders of the Sound Shore Fund, to be held at the offices of Apex Fund Services, the Sound Shore Fund’s fund administrator, located at 190 Middle Street, Portland, Maine 04101, on September 11, 2026 at 10:00 a.m., Eastern Time (together with any postponements or adjournments thereof, the “Meeting”). The Notice of Special Meeting of Shareholders, Proxy Statement, and proxy card will be mailed to shareholders beginning on or about [•].

The Meeting has been called by the Sound Shore Board to consider the proposed Agreement and Plan of Reorganization attached in the Appendix to this Proxy Statement, pursuant to which the Sound Shore Fund would reorganize into a newly created series of Forum Funds II, an investment company organized as a Delaware statutory trust. Under such Agreement and Plan of Reorganization, (i) the Sound Shore Fund would transfer all of its assets into a corresponding, newly created series of Forum Funds II of a similar name (the “New Fund”), in exchange for (a) the number of full and fractional shares of each class of the New Fund corresponding to the number of outstanding full and fractional shares of the class of shares of the Sound Shore Fund with an aggregate net asset value (“NAV”) equal to the aggregate NAV of shares of such class of the Sound Shore Fund, and (b) the assumption by the New Fund of all of the liabilities of the Sound Shore Fund, followed by (ii) the liquidating distribution by the Sound Shore Fund to its shareholders of the applicable class of shares of the New Fund received in the exchange, in proportion to the shareholders’ holdings of the applicable class of shares of the Sound Shore Fund (the “Reorganization”).

The Reorganization of Sound Shore Fund will not result in any change to its investment objective, principal investment strategies, investment policies, or principal risks. There are no changes expected to be made to Sound Shore Fund’s portfolio as a result of being reorganized into the New Fund. Sound Shore Management, Inc., the investment adviser to the Sound Shore Fund (the “Adviser”), will continue to serve as the investment adviser to the New Fund. The portfolio managers of Sound Shore Fund will continue as the portfolio managers of the New Fund. The investment advisory fee rate for the New Fund will be the same as the investment advisory fee rate for the Sound Shore Fund and the net expense ratio for the Investor Class shares and Institutional Class shares of the New Fund will be the same as, or lower than, the net expense ratio for the corresponding class shares of the Sound Shore Fund. No advisory fee rate increase is proposed.

The Prospectus and Statement of Additional Information of Sound Shore Fund are incorporated herein by reference. The Sound Shore Fund’s administrator will provide a copy of the Sound Shore Fund’s Prospectus, Statement of Additional Information, and most recent annual report and semi-annual report, including financial statements and schedules, within one day of the request at no charge by calling the Sound Shore Fund at (800) 551-1980 (toll free) or by writing to Sound Shore Fund, Inc. c/o Apex Fund Services, P.O. Box 588, Portland, Maine 04112. The Sound Shore Fund’s most recent annual report has previously been delivered or made available to shareholders. All of these documents are also available at no charge on Sound Shore Fund’s website at: www.soundshorefund.com, or on the U.S. Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.

QUESTIONS AND ANSWERS: Important Information to Help You Understand and Vote on the Proposal

Management of Sound Shore Fund believes that implementing the Reorganization will benefit Sound Shore Fund and its shareholders. Since 2013, the Adviser has subsidized a portion of the expenses of the Sound Shore Fund’s Institutional Class through an expense limitation agreement; however, Adviser has determined that it could reduce this subsidy of the operating expenses of the Institutional Class shares of the Sound Shore Fund for an extended period of time by lowering total expenses for the Sound Shore Fund over time through a reorganization into a series of Forum Funds II, while also providing for lower net expenses for the Sound Shore Fund’s Investor Class shares. As part of a series trust with multiple portfolios, certain common expenses for Forum Funds II applicable to the New Fund may be lower over time than similar expenses currently paid by Sound Shore Fund as a stand-alone fund. Accordingly, the Adviser believes that with this reorganization shareholders of both the Institutional Class and Investor Class shares of Sound Shore Fund may benefit from potential long-term economies of scale that may result from the consummation of the Reorganization. Given that there will be no immediate reduction in the overall expense ratio for the Sound Shore Fund’s Institutional Class shares at the closing of the Reorganization, considering the effect of the Adviser’s expense limitation agreement, the Adviser’s reduced subsidy of Institutional Class expenses is a benefit to the Adviser rather than shareholders of Sound Shore Fund as of the date of the Reorganization. However, the Sound Shore Board noted that as part of a series trust with multiple portfolios, certain common expenses for Forum Funds II applicable to the New Fund may be lower over time than similar expenses currently paid by Sound Shore Fund. The Sound Shore Board further considered that because the New Fund would be part of a series trust with greater marketplace exposure than the Sound Shore Fund’s current stand-alone format, this could lead to an increase in assets over time for the New Fund, which may lower the Fund’s total annual fund operating expenses. While this potential decrease in Fund expenses due to an increase in assets may not occur in the near future following the Reorganization, the Adviser’s expense limitation agreement continues to benefit shareholders of the Institutional Class so that they pay the same total annual fund operating expenses after the Reorganization. The total annual fund operating expenses of the Investor Class are expected to decrease after the Reorganization.

Custody, administration, accounting, transfer agency, auditor, and distribution services (“Third Party Service Arrangements”) are not expected to change as a result of the Reorganization. The current Third Party Service Arrangements provided to Sound Shore Fund and Forum Funds II are set forth below:

Pursuant to an expense limitation agreement between the Adviser and Sound Shore Fund, the Adviser has historically agreed to reimburse all of the ordinary expenses of the Institutional Class shares of Sound Shore Fund (with certain exclusions), which limits the total annual operating expenses of Sound Shore Fund’s Institutional Class shares to 0.75% of daily net assets. The Adviser has advised the Sound Shore Board and the Board of Trustees of the New Fund that it will continue to waive or reduce its fees and/or pay for operating expenses of the New Fund’s Institutional Class shares after the Reorganization, subject to certain exclusions, pursuant to an expense limitation agreement with Forum Funds II, on behalf of the New Fund, which limits the total annual fund operating expenses of the New Fund’s Institutional Class shares to 0.75% of daily net assets until at least April 30, 2028. As a result, the total annual fund operating expenses of the New Fund’s Institutional Class shares, both before and after fee waivers and expense reimbursements, are expected to be the same as the total annual fund operating expenses of the Institutional Class shares of Sound Shore Fund, before and after fee waivers and expense reimbursements, following the Reorganization, after the effect of the Adviser’s expense limitation agreement. As part of a series trust with multiple portfolios, certain common expenses for Forum Funds II applicable to the New Fund may be lower over time than similar expenses currently paid by the Sound Shore Fund as a stand-alone fund. After April 30, 2028, the expense limitation arrangements will be subject to renewal by the Board of Forum Funds II. There is no guarantee that the expense limitation arrangements will be renewed under their current terms or at all. If the expense limitation arrangements are not renewed, the fees and expenses of the New Fund’s Institutional Class shares could increase after April 30, 2028.

The total annual fund operating expenses of the New Fund’s Investor Class shares are expected to be less than the total annual fund operating expenses of the Investor Class shares of Sound Shore Fund following the Reorganization.

SUMMARY OF THE REORGANIZATION PROPOSAL

You are being asked to approve a reorganization of Sound Shore Fund pursuant to an Agreement and Plan of Reorganization (the “Reorganization Plan”), which provides for Sound Shore Fund to reorganize into the New Fund, at which time you, as a shareholder of Sound Shore Fund, will become a shareholder of the New Fund.

If the Reorganization Plan is approved by shareholders, Sound Shore Fund will be reorganized into the new, similarly named New Fund, a series of Forum Funds II. The principal goals of the Reorganization, as identified by the Adviser, are for the Sound Shore Fund to attempt to gain operational, cost, and compliance efficiencies inherent in a series trust structure. Series trusts have a shared governance model; certain costs are shared or negotiated at the trust level, lowering the overall cost of the funds that are series of the trust. The gross and net operating expenses of the New Fund’s Institutional Class shares are expected to be the same as the total annual fund operating expenses of the Institutional Class shares of Sound Shore Fund following the Reorganization, and the gross and net operating expenses of the New Fund’s Investor Class shares are expected to be less than the total annual fund operating expenses of the Investor Class shares of Sound Shore Fund following the Reorganization. The expense limitation arrangements currently in place for the Sound Shore Fund’s Institutional Class shares will be retained by the New Fund through at least April 30, 2028, and will be subject to renewal thereafter. As a result, the expenses borne by shareholders of the New Fund are expected to be the same as or lower than the current expenses borne by shareholders of Sound Shore Fund following the Reorganization through at least April 30, 2028. After April 30, 2028, the expense limitation arrangements will be subject to renewal. There is no guarantee that the expense limitation arrangements will be renewed under their current terms or at all. If the expense limitation arrangements are not renewed, the fees and expenses of the New Fund’s Institutional Class shares could increase after the expense limitation arrangements terminate.

The following items will not change after the Reorganization:

The following items will change after the Reorganization:

Pursuant to the Reorganization Plan, the Reorganization will be accomplished as follows: (a) Sound Shore Fund will transfer all of its assets to the New Fund, in exchange for shares of the New Fund with an aggregate NAV equal to the aggregate NAV of shares of Sound Shore Fund, and the assumption by the New Fund of all of the liabilities of Sound Shore Fund; (b) Sound Shore Fund will distribute the New Fund shares received in the exchange pro rata to its shareholders; and (c) Sound Shore Fund will be liquidated and terminated. The Reorganization Plan is attached hereto in the Appendix.

The Sound Shore Board recommends a vote “FOR” the Reorganization. For information about the anticipated benefits of the Reorganization, see “REASONS FOR THE PROPOSED REORGANIZATION” below.

At a meeting of the Sound Shore Board held on April 30, 2026, the Sound Shore Board, including the members of the Sound Shore Board who are not “interested persons” (as that term is defined in the 1940 Act) and independent under Maryland law (“Independent Directors”), considered the Reorganization Plan with respect to Sound Shore Fund substantially in the form attached to this Proxy Statement, and unanimously determined that the Reorganization would be in the best interests of the shareholders of Sound Shore Fund and that the interests of its shareholders will not be diluted as a result of the Reorganization.

REASONS FOR THE PROPOSED REORGANIZATION

The Adviser requested that the Sound Shore Board consider the Reorganization. Sound Shore Fund is currently organized as a Maryland corporation, and is managed by the Adviser. Forum Funds II is structured such that its board of trustees provides oversight to, and a common set of service providers provide non-investment management services to, a number of different funds managed by different unaffiliated investment advisers. If the Reorganization is approved, the New Fund would be a series of Forum Funds II and the Adviser would be one of a number of investment advisers that provide investment management services to various funds in Forum Funds II. As regulatory requirements continue to result in increased operating costs, the Adviser believes it is important to attempt to capture the benefits of consolidated compliance and administrative efficiencies. The Adviser believes that the Reorganization will allow Sound Shore Fund to attempt to gain operational and compliance efficiencies by operating within Forum Funds II. The Adviser represented to the Sound Shore Board that the New Fund is expected to have gross and net expenses that are the same as or less than those of Sound Shore Fund due, at least in part, to the economies of scale associated with operating within a series trust structure. The expense limitation arrangements in place for Sound Shore Fund’s Institutional Class shares will be retained by the New Fund through at least April 30, 2028, and will be subject to renewal thereafter. As a result, the total annual fund operating expenses of the Investor Class shares and Institutional Class shares of the New Fund, both before and after fee waivers and expense reimbursements, are expected to be the same as or less than the total annual fund operating expenses of the corresponding class shares of the Sound Shore Fund, before and after fee waivers and expense reimbursements, through at least April 30, 2028. After April 30, 2028, the expense limitation arrangements applicable to the Institutional Class shares will be subject to renewal. There is no guarantee that the expense limitation arrangements will be renewed under their current terms or at all. If the expense limitation arrangements are not renewed, the fees and expenses of the Institutional Class shares could increase after the expense limitation arrangements terminate. The Adviser also represented that shareholders of Sound Shore Fund will not be required to pay for the Reorganization because the Adviser will bear all costs associated with the Reorganization (whether or not the Reorganization is consummated). The Adviser assured the Sound Shore Board that the Reorganization will not result in any changes to the investment objectives, principal investment strategies, principal investment risks, or any change in the portfolio management team of Sound Shore Fund.

The Sound Shore Board considered, and unanimously approved, the Reorganization at a meeting held on April 30, 2026. In advance of the meeting, the Sound Shore Board reviewed detailed information regarding the Reorganization, including written materials and oral presentations from the Adviser. The Independent Directors also met in executive session with their independent counsel with no representatives of management present. In determining whether to approve the Reorganization, the Sound Shore Board inquired into a number of matters and evaluated the Adviser’s reasons for recommending the Reorganization as well as all of the other information provided. After careful consideration, the Sound Shore Board, including all of the Independent Directors, determined that the Reorganization was in the best interests of Sound Shore Fund and its shareholders and that the interests of the shareholders of Sound Shore Fund would not be diluted as a result of the Reorganization. The Sound Shore Board unanimously approved the Reorganization Plan and recommends that shareholders of Sound Shore Fund vote in favor of the proposal. The Sound Shore Board’s determinations were made on the basis of each Director’s judgment after consideration of all of the factors taken as a whole, though individual Directors may have attributed different weights to various factors. The Sound Shore Board considered all factors it deemed pertinent in its business judgment, including, but not limited to, the following:

The Sound Shore Board is submitting to shareholders of Sound Shore Fund the proposal to approve the Reorganization Plan. If shareholders of Sound Shore Fund approve the proposal, the Sound Shore Board and officers of Sound Shore Fund will execute and implement the Reorganization Plan and it will take effect on or about September 30, 2026 (the “Closing Date”) or such other date as may be agreed upon by the officers of Forum Funds II and Sound Shore Fund in accordance with the Reorganization Plan. The Board of Trustees of Forum Funds II has also approved the Reorganization on behalf of the New Fund.

Summary of the Reorganization Plan

Below is a summary of the important terms of the Reorganization Plan, a form of which is set forth in the Appendix to this Proxy Statement, and which you are encouraged to read in its entirety. All information regarding Forum Funds II, its operations and the various agreements between Forum Funds II and its several service providers have been supplied by the Adviser or Forum Funds II, and neither Sound Shore Fund nor any member of the Sound Shore Board has independently verified the accuracy of such information.

Key Provisions. The Reorganization Plan consists of several steps that will occur on the Closing Date following shareholder approval. First, with respect to Sound Shore Fund, it will transfer all of its assets to the New Fund, which is a series of Forum Funds II, in exchange solely for (1) all of the shares of the New Fund with an aggregate NAV equal to the aggregate NAV of the number of full and fractional shares of Sound Shore Fund as of the Closing Date and (2) the assumption by the New Fund of all of the liabilities of the Sound Shore Fund. Immediately thereafter, Sound Shore Fund will liquidate and distribute the shares received from the New Fund to its shareholders on a pro rata basis. This will be accomplished by opening an account on the books of the New Fund in the name of each shareholder of record of Sound Shore Fund and transferring the New Fund shares to each such account, by class (as applicable), in complete liquidation of Sound Shore Fund. As a result, every shareholder of Sound Shore Fund will own the same number and class of shares of the New Fund, with the same aggregate NAV, as the number and class of Sound Shore Fund shares held by the shareholder immediately before the Reorganization. For example, if you held 100 Institutional Class shares of Sound Shore Fund immediately prior to the close of the New York Stock Exchange on the Closing Date, those shares would be canceled and you would receive 100 Institutional Class shares of the New Fund, which will also be called Sound Shore Fund (a series of Forum Funds II). The aggregate NAV of your New Fund shares immediately after the Reorganization will be equal to the aggregate NAV of your Sound Shore Fund shares immediately prior to the Reorganization. All of these transactions would occur as of the Closing Date. Until the Closing Date, shareholders of Sound Shore Fund will continue to be able to redeem their shares at the NAV per share next determined after receipt by the Sound Shore Fund’s transfer agent of a redemption request in proper form. After the Reorganization, all of the issued and outstanding shares of Sound Shore Fund will be canceled on the books of Sound Shore Fund, and the share transfer books of Sound Shore Fund will be permanently closed. If the Reorganization is consummated, shareholders will be free to redeem the shares of the New Fund that they receive in the transaction at their next determined NAV per share. No sales charges will be imposed on the shares of the New Fund issued in connection with its Reorganization. The Reorganization has been structured to qualify for U.S. federal income tax purposes as a tax-free reorganization under the Code. As a condition of the Reorganization, counsel for Forum Funds II shall provide a tax opinion that neither Sound Shore Fund nor the shareholders of Sound Shore Fund will recognize any gain or loss for U.S. federal income tax purposes as a consequence of the Reorganization. Nevertheless, shareholders of Sound Shore Fund are encouraged to consult their tax advisors as to any different consequences of redeeming their shares prior to the Reorganization or exchanging such shares for shares of the New Fund in the Reorganization.

Other Provisions. The Reorganization is subject to a number of conditions set forth in the Reorganization Plan. Certain of these conditions may be waived by each of the Sound Shore Board and the Board of Trustees of Forum Funds II. A significant condition includes the approval of the Reorganization Plan by shareholders of Sound Shore Fund (which may not be waived). The Reorganization Plan may be terminated and the Reorganization abandoned at any time prior to the Closing Date, before or after approval by the shareholders of Sound Shore Fund, by mutual agreement of the parties, or by either party in the event of specified circumstances such as material breach. In addition, the Reorganization Plan may be amended, modified, or supplemented, as Sound Shore Fund and Forum Funds II may mutually agree on in writing. However, shareholder approval would be required in order to amend the Reorganization Plan, subsequent to the Meeting, in a manner that would have a material adverse effect on the Sound Shore Fund shareholders’ interests. No governmental consent, approval, authorization or filing is required under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the 1940 Act, or state securities laws, except for (1) Forum Funds II’s filing with the SEC of a registration statement on Form N-1A relating to the New Fund’s shares issuable hereunder, and any supplement or amendment thereto, including therein a prospectus (“Registration Statement”), (2) Sound Shore Fund’s filing with the SEC of a Proxy Statement on Schedule 14A, and (3) consents, approvals, authorization and filings that have been made or received or may be required immediately after 4:00 p.m., Eastern Time on the Closing Date (“Effective Time”).

COMPARISON OF SOUND SHORE FUND TO THE NEW FUND

Investment Objective, Principal Investment Strategies; Principal Risks; and Investment Policies and Restrictions. The investment objective, principal investment strategies, investment policies and limitations, and the principal investment risks of the New Fund are identical to those of Sound Shore Fund. There are no changes anticipated to be made to the Sound Shore Fund’s portfolio as a result of being reorganized into the New Fund.

Distribution and Purchase Procedures and Exchange Rights; Redemption Procedures; Valuation of Shares. The policies regarding distribution, purchase, redemption, and valuation of shares for the New Fund are substantially similar to those of Sound Shore Fund. There are no changes anticipated to be made to the Sound Shore Fund’s policies regarding distribution, purchase, redemption, and valuation of shares as a result of being reorganized into the New Fund.

Fees and Expenses. The Reorganization will not result in any change to the Adviser’s investment advisory fee rate charged to Sound Shore Fund. In addition, the total annual fund operating expenses of the New Fund, both before and after fee waivers and expense reimbursements, as applicable, are expected to be the same as or less than those of Sound Shore Fund before and after fee waivers and expense reimbursements because the expense limitation arrangements currently in place for Sound Shore Fund will be retained. The fee rates to be charged by the various service providers to the New Fund are estimated to be no higher and may be lower than the fee rates currently charged to Sound Shore Fund. Consistent with the arrangements currently in place for Sound Shore Fund, the Adviser and its affiliates, and in certain cases, the New Fund, may make payments to financial intermediaries for certain administrative and shareholder services. These services include maintenance of shareholder accounts by the financial intermediaries, such as recordkeeping (and other activities that otherwise would be performed by the New Fund’s transfer agent), sending out shareholder communications on behalf of the New Fund, and transaction processing.

The following table allows you to compare the shareholder fees and annual fund operating expenses as a percentage of the aggregate daily net assets of Sound Shore Fund that you may pay for buying and holding shares of Sound Shore Fund to those of the New Fund. The pro forma columns show estimated expenses of the New Fund for the current fiscal year, as if the Reorganization had occurred on the last day of Sound Shore Fund’s annual period ended December 31, 2025. The Annual Fund Operating Expenses tables and Example tables shown below are based on actual expenses incurred during Sound Shore Fund’s annual period ended December 31, 2025. The Example numbers shown in the table below reflect the impact of expense limitation arrangements, as described in detail below, for the period of the respective arrangement. The pro forma columns show your costs as if the Reorganization had occurred on December 31, 2025. Please keep in mind that, as a result of changing market conditions, total asset levels, and other factors, expenses at any time during the current fiscal year may be significantly different from those shown. These tables do not reflect charges that may be imposed in connection with an account through which you hold Fund shares. A broker-dealer or financial institution maintaining the account through which you hold Fund shares may charge separate account, service or transaction fees on the purchase or sale of Fund shares that would be in addition to the fees and expenses shown here.

Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same, and the contractual agreement to limit expenses remains in effect through April 30, 2028. Although your actual costs may be higher or lower, based upon these assumptions your costs would be:

Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the fiscal year ended December 31, 2025, the Sound Shore Fund’s portfolio turnover rate was 77% of the average value of its portfolio.

Performance. Set forth below is the performance information for Sound Shore Fund’s Investor Class shares. Returns for the Institutional Class shares, which are not presented, vary from the returns of the Investor Class shares but would have substantially similar annual returns to those of the Investor Class because both classes of shares are invested in the same portfolio of securities and the annual returns would differ only to the extent that Institutional Class shares have a lower expense ratio.

The bar chart and table that follow provide some indication of the risks of investing in the New Fund by showing changes in the performance of Sound Shore Fund from year to year and by showing how the Sound Shore Fund’s average annual returns compare with those of a broad measure of market performance, as well as a secondary benchmark that the Adviser believes is more closely aligned with the Sound Shore Fund’s investment strategy. The information shown assumes reinvestment of distributions. The New Fund has not yet commenced operations and therefore has no performance history. However, if the Reorganization is approved by shareholders, the New Fund will acquire all of the assets, and assume all of the liabilities, of Sound Shore Fund and will adopt the financial statements and performance history of Sound Shore Fund. The Sound Shore Fund’s past performance, before and after taxes, is not necessarily an indication of how the New Fund will perform in the future. Updated performance information for Sound Shore Fund is available through the Sound Shore Fund’s website at www.soundshorefund.com or by calling (800) 551-1980 (toll free).

During the periods shown in the chart above, the highest calendar quarterly return was 21.03% (for the quarter ended December 31, 2020) and the lowest quarterly return was -29.17% (for the quarter ended March 31, 2020).

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts.

Tax Information. Shareholders may receive distributions from the Fund, which may be taxed to shareholders other than tax-advantaged investors (such as tax-advantaged retirement plans and accounts) as ordinary income, capital gains, or some combination of both. If you are investing through a tax-advantaged account, you may still be subject to taxation at ordinary income tax rates upon withdrawals from that account.

Payments to Broker-Dealers and Other Financial Intermediaries. If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

Existing and Pro Forma Capitalization of the Fund

The following tables set forth the capitalization of Sound Shore Fund as of December 31, 2025, and of the New Fund as if the Reorganization took place on December 31, 2025. The capitalization of the New Fund will likely be different at the time that the Reorganization is consummated, including as a result of daily share purchase and redemption activity in Sound Shore Fund and changes in NAV per share.

MANAGEMENT ARRANGEMENTS

Sound Shore Management, Inc. (the “Adviser”), 8 Sound Shore Drive, Greenwich, Connecticut 06830, has served as investment adviser to Sound Shore Fund, Inc. since Sound Shore Fund’s inception in 1985. After the Reorganization, the Adviser will continue to serve as investment adviser to the New Fund.

Under the current investment advisory agreement between the Adviser and Sound Shore Fund, the Adviser receives an investment advisory fee of 0.75% of the average daily net assets of Sound Shore Fund. The Adviser has contractually agreed to reimburse all of the ordinary expenses of the Institutional Class included in Total Annual Fund Operating Expenses (excluding advisory fees, interest, taxes, securities lending costs, brokerage commissions, acquired fund fees and expenses, extraordinary expenses and all litigation costs). The expense limitation agreement is in effect until at least April 30, 2028. After April 30, 2028, the expense limitation arrangements will be subject to renewal by the Board of Forum Funds II. There is no guarantee that the expense limitation arrangements will be renewed under their current terms or at all. If the expense limitation arrangements are not renewed, the fees and expenses of the New Fund’s Institutional Class shares could increase after April 30, 2028.

Portfolio Management. There will be no change to Sound Shore Fund’s portfolio management team as a result of the Reorganization. Messrs. John P. DeGulis, David B. Bilik, and Peter B. Evans are jointly and primarily responsible for the day-to-day management of the Fund.

John P. DeGulis received a B.A. in Economics from Northwestern University, and M.B.A. from Columbia Business School. He joined the Adviser as an analyst in 1996 and became a portfolio manager in 2003.

David B. Bilik received a B.A. in Economics from Williams College, and M.B.A. from Columbia Business School. He joined the Adviser as an analyst in 2003 and became a portfolio manager in 2024.

Peter B. Evans holds the Chartered Financial Analyst designation and received a B.A. in Government and Sociology from Dartmouth College, and M.B.A. from Columbia Business School. He joined the Adviser as an analyst in 2005 and became a portfolio manager in 2024.

The Sound Shore Fund’s Statement of Additional Information provides additional information about the compensation of the portfolio managers, other accounts managed by the portfolio managers and the ownership of Sound Shore Fund shares by the portfolio managers.

Comparison of Share Classes and Fees

Share Classes. Sound Shore Fund has registered and offers, and the New Fund will register and offer, the same classes of shares. Different classes of shares represent investments in the same portfolio of securities, but the classes are subject to different expenses that are likely to result in different share prices. Investor Class and Institutional Class shares are both offered without any sales charge on purchases or sales, without any ongoing Rule 12b-1 distribution and service fee but Investor Class shares are charged an annualized shareholder servicing fee as discussed below.

Shareholder Servicing Fee Comparison. Sound Shore Fund and the New Fund have substantially similar distribution plans for the Investor Class and Institutional Class. The Sound Shore Fund’s transfer agent charges the Investor Class a fee of 10 basis points per annum (reflected in the Fund’s fees and expenses table as a component of “Other Expenses”) based on Investor Class assets under management. In the case of Investor Class shares that are bought directly from Sound Shore Fund, the transfer agent acts as a full service transfer agent. In the case where shares are bought through a financial intermediary such as a mutual fund platform or broker-dealer, the financial intermediary effectively provides sub transfer agent services that the transfer agent would otherwise have had to provide. In recognition of this, the transfer agent, Sound Shore Fund and the Adviser have entered into an agreement whereby the transfer agent agrees to pay financial intermediaries the transfer agent fee it receives from Sound Shore Fund for its services to the Investor Class and the Adviser agrees to pay the excess, if any, charged by a financial intermediary. The agreement further provides that for efficient payment purposes, the Adviser is responsible for paying the full fee to the financial intermediaries, subject to reimbursement to it by the Fund’s transfer agent of the transfer agent fee. This arrangement will remain in effect with respect to the Investor Class shares of the New Fund after the Reorganization.

CERTAIN COMPARATIVE INFORMATION ABOUT SOUND SHORE FUND AND FORUM FUNDS II

The following is a summary of a comparison of material provisions of the Articles of Incorporation and By-Laws adopted by Sound Shore Fund versus the Trust Instrument adopted by Forum Funds II. This summary is not a complete list of similarities and differences. Shareholders should refer to the provisions of these documents and to state law directly for a more thorough comparison. Copies of each of these documents are available to shareholders without charge upon written request.

As summarized below, Sound Shore Fund is a Maryland corporation and Forum Funds II is Delaware statutory trust. There are no material differences between the rights of shareholders under the governing state laws of Sound Shore Fund and Forum Funds II except differences in rights provided for in their respective governing instruments, outlined in the chart below.

General. Sound Shore Fund was organized as a corporation under the laws of the State of Maryland on February 15, 1985. As a Maryland corporation, Sound Shore Fund’s operations are governed by its Articles of Incorporation, as amended, and applicable federal and state law. Forum Funds II was organized as a Delaware statutory trust pursuant to a Trust Instrument dated August 1, 2012. As a Delaware statutory trust, the operations of Forum Funds II are currently governed by the Trust Instrument, as well as by applicable federal and Delaware law.

The following table summarizes changes in the rights of Sound Shore Fund shareholders in the Reorganization to a series of Forum Funds II.

EXPENSES OF THE REORGANIZATION

The Adviser will bear all expenses associated with the Reorganization, regardless of whether or not the Reorganization is consummated, including, without limitation, (1) costs associated with preparing and filing Sound Shore Fund’s prospectus supplements and the Registration Statement, and printing and distributing the New Fund’s prospectus and Proxy Statement, (2) legal and accounting fees, (3) transfer taxes for foreign securities, (4) proxy solicitation costs, (5) any and all incremental blue sky fees, and (6) expenses of holding the Meeting. Okapi Partners LLC has been engaged to provide tabulation and solicitation services, which are estimated to cost approximately $61,661.09.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a general summary of the material U.S. federal income tax consequences of the Reorganization and is based upon the current provisions of the Code, the existing U.S. Treasury Regulations thereunder, current administrative rulings of the Internal Revenue Service (“IRS”) and published judicial decisions, all of which are subject to change. The summary does not address all of the U.S. federal income tax consequences that may be relevant to a particular shareholder or to shareholders who may be subject to special treatment under U.S. federal income tax laws.

The Reorganization is intended to qualify for U.S. federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code. In general, Sound Shore Fund will neither recognize gain or loss as a consequence of the Reorganization, nor will the shareholders of Sound Shore Fund recognize gain or loss as a result of the Sound Shore Fund’s distribution of its New Fund shares to its shareholders in exchange for such shareholder’s Sound Shore Fund shares. In addition, a shareholder’s tax basis for shares held in Sound Shore Fund will carry over to the shares of the New Fund acquired in the Reorganization, and the holding period for shares held as a capital asset also will carry over to the New Fund shares received in the Reorganization.

As a condition of the closing of the Reorganization, Sound Shore Fund and the New Fund will receive an opinion from Stradley Ronon Stevens & Young, LLP substantially to the effect that, as further described below, on the basis of existing provisions of the Code, U.S. Treasury regulations issued thereunder, current administrative rules, pronouncements and court decisions, for U.S. federal income tax purposes:

The opinion will be based on certain factual certifications made by the officers of the Sound Shore Fund and the New Fund and will also be based on customary assumptions. It is possible that the IRS or a court could disagree with an opinion of counsel, which therefore cannot be free from doubt.

Opinion of counsel is not binding upon the IRS or the courts. If a Reorganization were consummated but did not qualify as a tax-free reorganization under the Code, a shareholder of Sound Shore Fund would recognize a taxable gain or loss equal to the difference between his or her tax basis in his or her Sound Shore Fund shares and the fair market value of the shares of the New Fund he or she received. Shareholders of Sound Shore Fund should consult their tax advisors regarding the effect, if any, of the Reorganization in light of their individual circumstances.

This description of the U.S. federal income tax consequences of the Reorganization is made without regard to the particular facts and circumstances of any shareholder. Shareholders are urged to consult their tax advisors regarding the effect, if any, of the Reorganization in light of their individual circumstances. Because the foregoing discussion relates only to the U.S. federal income tax consequences of the Reorganization, shareholders of Sound Shore Fund should also consult their tax advisors as to the state, local and foreign tax consequences, if any, of the Reorganization.

State, Local and Foreign Taxes. You should consult your tax adviser regarding the effect, if any, of the proposed Reorganization in light of your individual circumstances. Since the foregoing discussion relates only to the U.S. federal income tax consequences of the Reorganization, you should also consult your tax adviser as to state, local and foreign tax consequences, if any, of the Reorganization.

Cost Basis Reporting. U.S. federal tax law requires that mutual fund companies report their shareholders’ cost basis, gain/loss, and holding period to the IRS on their shareholders’ Consolidated Form 1099s when “covered” securities are sold. Covered securities are any regulated investment company and/or dividend reinvestment plan shares acquired on or after January 1, 2012. Like Sound Shore Fund, the New Fund has chosen average cost as their standing (default) tax lot identification method for all shareholders. A tax lot identification method is the way the New Fund will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing NAVs, and the entire position is not sold at one time. The New Fund’s standing tax lot identification method is the method used provided that covered shares will be reported on your Consolidated Form 1099 if you do not select a specific tax lot identification method. You may choose a method different than the New Fund’s standing method and will be able to do so at the time of your purchase or upon the sale of covered shares. Please refer to the appropriate Treasury Regulations or consult your tax advisor with regard to your personal circumstances. For those securities defined as “covered” under current cost basis tax reporting Treasury Regulations, the New Fund is responsible for maintaining accurate cost basis and tax lot information for tax reporting purposes. The New Fund is not responsible for the reliability or accuracy of the information for those securities that are not “covered”. The New Fund and its service providers do not provide tax advice. You should consult independent sources, which may include a tax professional, with respect to any decisions you may make with respect to choosing a tax lot identification method.

OTHER SERVICE PROVIDERS

Certain of the Funds’ key service providers are identified in the following table:

OTHER INFORMATION

Operation of Sound Shore Fund, Inc. The principal executive offices of Sound Shore Fund, Inc. are located at 190 Middle Street, Portland, Maine 04101. The Sound Shore Board supervises the business activities of Sound Shore Fund.

The Proxy. The Sound Shore Board is soliciting proxies so that each shareholder has the opportunity to vote on the proposal to be considered at the Meeting. A proxy for voting your shares at the Meeting is enclosed. The shares represented by each valid proxy received in time will be voted at the Meeting as specified. If no specification is made, the shares represented by a duly executed proxy will be voted for approval of each proposal described in this Proxy Statement and at the discretion of the holders of the proxy on any other matter that may come properly before the Meeting. You may revoke your proxy at any time before it is exercised by (1) submitting a duly executed proxy bearing a later date, (2) submitting a written notice to the Secretary of Sound Shore Fund revoking the proxy, or (3) attending and voting at the Meeting.

Voting Securities and Voting. Shareholders of record of Sound Shore Fund at the close of business on July 10, 2026 (“Record Date”), are entitled to vote at the Meeting or at any adjournments thereof. As of July 10, 2026, Sound Shore Fund had [•] shares outstanding and entitled to vote at the Meeting.

Shareholders are entitled to one vote for each share held and a proportionate vote for each fractional share held. Shareholders of Sound Shore Fund will vote on the proposed Reorganization, without regard to the class of shares held. The presence at the Meeting of holders of one-third of the outstanding shares of Sound Shore Fund entitled to vote, at the Meeting or by proxy, shall constitute a quorum for the Meeting. A quorum being present, Sound Shore Fund will adopt a proposal if a majority of the outstanding voting securities as defined under the 1940 Act (i.e., the lesser of either (i) 67% or more of the applicable voting securities present at the Meeting, if the holders of more than 50% of the outstanding and applicable voting securities of Sound Shore Fund are present or represented by proxy or (ii) more than 50% of the outstanding and applicable voting securities of Sound Shore Fund) approve the proposal.

For purposes of determining the presence of a quorum for transacting business at the Meeting or any adjournment(s) or postponement(s) thereof, executed proxies marked as abstentions will be treated as shares that are present, but not as votes cast, at the Meeting. The affirmative vote necessary to approve the proposal will be determined with reference to a percentage of shares outstanding or present at the Meeting, which has the effect of treating abstentions as if they were votes against the proposal. Broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which the broker or nominees do not have discretionary power) will not be treated as shares that are present for quorum purposes and will have no effect on the proposal.

As of the Record Date, a profit-sharing plan in favor of employees of the Adviser held [•]% (or [•] shares) of Sound Shore Fund (collectively, the “Controlled Shares”). The trustees of the profit-sharing plan, who are affiliates of the Adviser, maintain investment discretion and voting authority over the Controlled Shares and, believing the Reorganization to be in the best interests of Sound Shore Fund and its shareholders, intend to vote the Controlled Shares “FOR” the Reorganization.

If either (a) a quorum is not present at the Meeting, or (b) a quorum is present but sufficient votes in favor of the proposal have not been obtained, then the persons named as proxies may propose one or more adjournments of the Meeting, without further notice to the shareholders, to permit further solicitation of proxies, provided such persons determine, after consideration of all relevant factors, including the nature of the proposal, the percentage of votes then cast, the percentage of negative votes then cast, the nature of the proposed solicitation activities and the nature of the reasons for such further solicitation, that an adjournment and additional solicitation is reasonable and in the interests of shareholders.

The Meeting may be adjourned from time to time by the vote of a majority of the shares represented at the Meeting, whether or not a quorum is present. If the Meeting is adjourned to another time or place, notice need not be given of the adjourned meeting at which the adjournment is taken, unless a new record date of the adjourned meeting is fixed. At any adjourned meeting, Sound Shore Fund may transact any business which might have been transacted at the original meeting.

The individuals named as proxies on the enclosed proxy card will vote in accordance with the shareholder’s direction, as indicated thereon, if the proxy card is received and is properly executed. If the shareholder properly executes a proxy and gives no voting instructions with respect to a proposal, the shares will be voted in favor of such proposal. The proxies, in their discretion, may vote upon such other matters as may properly come before the Meeting. The Sound Shore Board is not aware of any other matters to come before the Meeting.

Solicitation of Proxies. Okapi Partners LLC has been engaged to provide tabulation and solicitation services for an approximate cost of $61,661.09. Okapi Partners LLC may solicit proxies by mail, telephone, e-mail, or the Internet. Employees of the Adviser or Apex Fund Services, the fund administrator to Sound Shore Fund and the New Fund, may make additional solicitations by mail, telephone, e-mail, or the Internet to obtain the necessary shareholder representation at the Meeting but will receive no additional compensation for doing so. We will count proxies that are properly authorized by telephone or electronically transmitted instruments, to the extent that we are able to verify your identity when you authorize your proxy in that manner.

Shareholder Proposals. Sound Shore Fund has not received any shareholder proposals to be considered for presentation at the Meeting. Under the proxy rules of the SEC, shareholder proposals may, under certain conditions, be included in Sound Shore Fund’s Proxy Statement for a particular meeting. Under these rules, proposals submitted for inclusion in the proxy materials must be received by Sound Shore Fund within a reasonable time before the solicitation is made. The fact that Sound Shore Fund receives a shareholder proposal in a timely manner does not ensure its inclusion in its proxy materials, because there are other requirements in the proxy rules relating to such inclusion. You should be aware that annual meetings of shareholders are not required as long as there is no particular requirement under the 1940 Act, which must be met by convening such a shareholder meeting. Any shareholder proposal should be sent to Sound Shore Fund, c/o Apex Fund Services, P.O. Box 588, Portland, Maine 04112.

Proxy Delivery/Householding. If you and another shareholder share the same address, the Transfer Agent may only send one Proxy Statement unless you or the other shareholder(s) request otherwise. Call or write to the Transfer Agent if you wish to receive a separate copy of the Proxy Statement, and the Transfer Agent will promptly mail a copy to you. You may also call or write to the Transfer agent if you wish to receive a separate proxy in the future or if you are receiving multiple copies now and wish to receive a single copy in the future. For such requests, call toll-free at (800) 551-1980 or write to Sound Shore Fund, Inc., c/o Apex Fund Services, P.O. Box 588, Portland, Maine 04112.

SECURITY OWNERSHIP

Security Ownership of Management and Certain Beneficial Owners. The following table provides information on shareholders who owned of record or, to the knowledge of Sound Shore Fund, beneficially, more than 5% of any class of Sound Shore Fund’s outstanding shares as of the Record Date. As of the Record Date, and except as noted in the table below, Sound Shore Fund knows of no person (including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that beneficially owns more than 5% of any class of Sound Shore Fund.

As of July 10, 2026, the following persons owned 5% or more of Sound Shore Fund’s outstanding shares per class.

* 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.

As of the Record Date, no shareholder of Sound Shore Fund would be deemed to be a “control person” (as that term is defined in the 1940 Act) because it beneficially owns, directly or indirectly, more than 25% of the outstanding shares of Sound Shore Fund, by virtue of its fiduciary roles with respect to its clients or otherwise. A control person may be able to facilitate shareholder approval of proposals it favors and to impede shareholder approval of proposals it opposes. In this regard, if a control person owns a sufficient number of Sound Shore Fund’s outstanding shares, then, for certain shareholder proposals, such control person may be able to approve, or to prevent approval, of such proposals without regard to votes by other Sound Shore Fund shareholders.

Security Ownership of Management. As of July 10, 2026, [the directors and officers, as a group, beneficially owned less than 1% of the outstanding shares of any class of Sound Shore Fund.] During the two most recently completed calendar years, neither the Independent Directors of Sound Shore Fund, nor an immediate family member of such Independent Director, has owned securities beneficially, or of record, in the Adviser, the Distributor or any of their affiliates. Accordingly, neither the Independent Directors of Sound Shore Fund, nor any of their immediate family members, has or had a direct or indirect interest, the value of which exceeds $120,000, in the Adviser, the Distributor or any of their affiliates.

The following table reflects the ownership of Sound Shore Fund shares by the Directors and officers of the Fund, as of the Record Date:

As noted above, the Adviser maintains investment discretion and voting authority over the Controlled Shares and intends to vote the Controlled Shares “FOR” the Reorganization. To the extent a potential conflict of interest exists, it is that the Reorganization may result in an economic benefit to the Adviser in the form of a reduced obligation under its expense limitation agreement due to the expected lower operating costs for the New Fund. Nevertheless, the Adviser believes that the Reorganization is in the best interest of Sound Shore Fund in that shareholders will have the opportunity to experience continuity in their investment, with the benefit of potentially lower expenses in the future due to the economies of scale inherent in the series trust structure.

AVAILABLE INFORMATION

Sound Shore Fund and Forum Funds II are subject to the requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, and in accordance therewith, file reports, proxy materials, and other information about each of the Funds with the SEC. Reports and other information about the Funds are available on the EDGAR database on the SEC’s Internet site located at http://www.sec.gov. Alternatively, copies of this information may be obtained, upon payment of a duplicating fee, by electronic request to the following e-mail address: publicinfo@sec.gov.

FINANCIAL HIGHLIGHTS

Following the Reorganization, Sound Shore Fund will be the accounting survivor. Sound Shore Fund’s audited financial highlights for the past five fiscal years were derived from financial statements audited by Cohen & Company, Ltd. and, to the extent applicable, BBD, LLP (prior to its acquisition by Cohen & Company, Ltd. on March 6, 2023) (together, the “Auditor”), the Sound Shore Fund’s independent registered public accounting firm, whose report, along with the Sound Shore Fund’s financial statements and notes thereto, are included in the Sound Shore Fund’s December 31, 2025 Annual Report. The audited financial statements and related report of the Auditor from the Sound Shore Fund’s December 31, 2025 Annual Report are incorporated by reference herein.

PROXY PROXY SOUND SHORE FUND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 11, 2026 190 MIDDLE STREET, PORTLAND, ME 04101 THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS . The undersigned holder of shares of the above - mentioned Fund, hereby appoints Lowell Haims and Zachary Tackett proxies for the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of beneficial interest which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Fund to be held in person at the offices of Apex Fund Services, 190 Middle Street, Portland, ME 04101 at 10 : 00 a . m . Eastern Time, on September 11 , 2026 , and any adjournments or postponements thereof (the “Meeting”) . In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournments or postponements . RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY STATEMENT IS HEREBY ACKNOWLEDGED . THIS PROXY CARD WILL BE VOTED AS INSTRUCTED . IF NO SPECIFICATION IS MADE AND THE PROXY CARD IS EXECUTED, THE PROXY CARD WILL BE VOTED “FOR” THE PROPOSALS SET FORTH ON THE REVERSE . SHARES: Note : Please date and sign exactly as the name appears on this proxy card . When shares are held by joint owners/tenants, at least one holder should sign . When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian etc . , please so indicate . Corporate and partnership proxies should be signed by an authorized person . Signature(s) (Title(s), if applicable) Date PLEASE VOTE VIA THE INTERNET OR TELEPHONE OR MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE CONTINUED ON THE REVERSE SIDE EVERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! THERE ARE 3 EASY WAYS TO VOTE YOUR PROXY: 1. By Phone : Call Okapi Partners toll - free at : ( 855 ) 305 - 0857 to vote with a live proxy services representative . Representatives are available to take your vote or to answer any questions Monday through Friday 9 : 00 a . m . to 8 : 00 p . m . (EST) . OR 2. By Internet: Refer to your proxy card for the control number and go to: www.OkapiVote.com/SoundShore2026 and follow the simple on - screen instructions. Alternatively, you can also submit your vote by scanning the unique QR code below and following the simple on - screen instructions: CONTROL #: INSERT QR CODE OR 3. By Mail: Sign, Date, and Return this proxy card using the enclosed postage - paid envelope. If possible, please utilize option 1 or 2 to ensure that your vote is received and registered in time for the meeting on September 11, 2026

INSTRUCTIONS: TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE UPPER PORTION IN THE ENCLOSED ENVELOPE CONTINUED AND TO BE SIGNED ON REVERSE SIDE IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 11, 2026 THE NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS, PROXY STATEMENT AND PROXY CARD ARE AVAILABLE AT: WWW.OKAPIVOTE.COM/SOUNDSHORE ABSTAIN AGAINST FOR 1. To approve the Agreement and Plan of Reorganization pursuant to which Sound Shore Fund, Inc. would reorganize into a newly created series of Forum Funds II of a similar name. To transact such other business as may properly come before the Special Meeting or any adjournments or postponements thereof THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL

APPENDIX

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this [•] day of [•] 2026, by and among Sound Shore Fund, Inc., a Maryland corporation, with its principal place of business at 190 Middle Street, Portland, Maine 04101 (the “Target Fund”), and Forum Funds II (“Forum”), a Delaware statutory trust, with its principal place of business at 190 Middle Street, Portland, Maine 04101, for itself and on behalf of the Sound Shore Fund, a separate series of Forum (the “Acquiring Fund” and, collectively with the Target Fund, the “Funds”) and, solely with respect to Article IX, Sound Shore Management, Inc., the investment adviser to the Target Fund (the “Adviser”), with a principal place of business at 8 Sound Shore Drive, Suite 180, Greenwich, Connecticut 06830.

This Agreement is intended to be, and is adopted as, a “plan of reorganization” within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the "Code") and Treasury Regulations Section 1.368-2(g). The reorganization will consist of: (i) the transfer of all of the property, assets, and goodwill of the Target Fund in exchange for (A) shares of beneficial interest, no par value per share, of the Acquiring Fund ("Acquiring Fund Shares") of each class corresponding to an outstanding class of the Target Fund, as set forth on Schedule A attached hereto, and (B) the assumption by the Acquiring Fund of all liabilities of the Target Fund; and (ii) the distribution, after the Closing Date hereinafter referred to, of Acquiring Fund Shares of each applicable class to the shareholders of the corresponding class of the Target Fund and the liquidation of the Target Fund as provided herein, all upon the terms and conditions set forth in this Agreement (collectively, the "Reorganization"). Notwithstanding anything to the contrary contained herein, the obligations, agreements, representations and warranties with respect to each Fund shall be the obligations, agreements, representations and warranties of that Fund only, and in no event shall any other series of Forum, or the assets of any other series of Forum, be held liable with respect to the breach or other default by an obligated Fund of its obligations, agreements, representations and warranties as set forth herein.

WHEREAS, the Acquiring Fund is a separate series of Forum, and Forum and Target Fund are open-end, registered management investment companies, and the Target Fund owns securities that generally are assets of the character in which the Acquiring Fund is permitted to invest;

WHEREAS, each Fund is authorized to issue its shares of stock or shares of beneficial interest, as applicable;

WHEREAS, the Target Fund currently offers two classes of shares, designated Institutional Class shares and Investor Class shares (“Institutional Class Target Fund Shares” and “Investor Class Target Fund Shares,” respectively, and collectively, “Target Fund Shares”); the Acquiring Fund will have two classes of shares, which will be designated Institutional Class shares and Investor Class shares (“Institutional Class Acquiring Fund Shares” and “Investor Class Acquiring Fund Shares,” respectively); and the Institutional Class Target Fund Shares have substantially similar characteristics to the Institutional Class Acquiring Fund Shares, and the Investor Class Target Fund Shares have substantially similar characteristics to the Investor Class Acquiring Fund Shares; and

WHEREAS, the Directors of Target Fund have determined that the Reorganization is in the best interests of the Target Fund's shareholders and that the interests of the existing shareholders of the Target Fund will not be diluted as a result of the Reorganization;

NOW, THEREFORE, in consideration of the above recitals and premises, covenants, and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

ARTICLE I

TRANSFER OF ASSETS OF THE TARGET FUND IN EXCHANGE FOR ACQUIRING FUND
SHARES AND THE ASSUMPTION OF THE TARGET FUND'S LIABILITIES AND TERMINATION
OF THE TARGET FUND

1.1 THE EXCHANGE. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Target Fund agrees to sell, assign, convey, transfer and deliver all of its assets and liabilities, as set forth in paragraphs 1.2 and 1.3, respectively, to the Acquiring Fund. In exchange, the Acquiring Fund agrees (a) to issue and deliver to the Target Fund (i) a number of full and fractional Institutional Class Acquiring Fund Shares equal to the number of full and fractional Institutional Class Target Fund Shares then outstanding, and (ii) a number of full and fractional Investor Class Acquiring Fund Shares equal to the number of full and fractional Investor Class Target Fund Shares then outstanding; and (b) to assume the liabilities of the Target Fund, as set forth in paragraph 1.3. Such transactions of the Reorganization shall take place at the closing date provided for in paragraph 3.1 (the "Closing Date"). The aggregate net asset value of each class of Acquiring Fund Shares delivered pursuant to this paragraph will equal the aggregate net asset value of the corresponding class of Target Fund Shares, each as determined on the Valuation Date using the valuation procedures set forth below.

1.2 ASSETS TO BE ACQUIRED. The assets of the Target Fund to be sold, assigned, transferred and delivered to and acquired by the Acquiring Fund shall consist of all assets and property of every kind and nature, including, without limitation, all cash, cash equivalent, securities, goodwill, commodities, interests in futures and dividends or interest receivables, receivables for shares sold and other rights that are owned by the Target Fund on the Closing Date, and any deferred or prepaid expenses shown as an asset on the books of the Target Fund on the Closing Date. For the sake of clarity, assets to be acquired include, but are not limited to, all rights (including rights to indemnification and contribution) and claims (including, but not limited to, claims for breach of contract, violation of standards of care and claims in connection with past or present portfolio holdings, whether in the form of class action claims, opt-out or other direct litigation claims or regulator or government established investor recovery fund claims and any and all resulting recoveries, free and clear of all liens, encumbrances and claims whatsoever), of the Target Fund against any party with whom the Target Fund has contracted for any actions or omissions up to the Closing Date.

The Target Fund has provided the Acquiring Fund with its most recent audited financial statements, which contain a list of all of the Target Fund's assets as of the date of such statements. The Target Fund hereby represents that as of the date of the execution of this Agreement, there have been no changes in its financial position as reflected in such financial statements other than those occurring in the ordinary course of business in connection with the purchase and sale of securities and the payment of normal operating expenses and the payment of dividends, capital gains distributions and redemption proceeds to shareholders. The Target Fund reserves the right to sell any of such securities or other investments.

1.3 LIABILITIES TO BE ASSUMED. The Target Fund will endeavor, consistent with its obligation to continue to pursue its investment objective and employ its investment strategies in accordance with the terms of its Prospectus, in good faith to discharge all of its known liabilities and obligations to the extent practicable prior to the Closing Date. The Acquiring Fund shall assume all Liabilities of the Target Fund not discharged prior to the Closing Date, whether known, contingent, accrued or otherwise (excluding Reorganization expenses borne by the Adviser pursuant to Article IX), and investment contracts entered into in accordance with the terms of its Prospectus, including options, futures, forward contracts, and swap agreements.

1.4 LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is practicable (the "Liquidation Date"): (a) the Target Fund will make a liquidating distribution, pro rata to its shareholders of record (the "Target Fund Shareholders") of each outstanding class of Target Fund Shares, determined as of the close of business on the Valuation Date (as defined in paragraph 2.1), of all of the Acquiring Fund Shares of the corresponding class received by the Target Fund pursuant to paragraph 1.1; and (b) the Target Fund will thereupon proceed to terminate as set forth in paragraph 1.7 below. Such liquidation and distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Target Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Target Fund Shareholders, and represent the respective pro rata number of Acquiring Fund Shares of the applicable classes due such shareholders. All issued and outstanding shares of the Target Fund will simultaneously be canceled on the books of the Target Fund. The Acquiring Fund shall not issue share certificates representing the Acquiring Fund Shares in connection with such exchange. Each Target Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Target Fund before the Effective Time (as defined in paragraph 3.1) with respect to Target Fund shares that are held of record by the Target Fund Shareholder at the Effective Time on the Closing Date.

1.5 OWNERSHIP OF SHARES. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund's transfer agent. Shares of the Acquiring Fund will be issued simultaneously to the Target Fund, in an amount equal in value to the net asset value of the Target Fund's shares, to be distributed to shareholders of the Target Fund.

1.6 TRANSFER TAXES. Any transfer taxes payable upon the transfer of Acquiring Fund Shares in a name other than the registered holder of the Target Fund Shares on the books of the Target Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be transferred.

1.7 TERMINATION. As soon as practicable after the Closing Date, the Target Fund shall make all filings and take all other steps as shall be necessary and proper to effect its complete dissolution under Maryland law, including, but not limited to, filing articles of dissolution with the Department of Assessments and Taxation for the State of Maryland. After the Closing Date, the Target Fund shall not conduct any business except in connection with its dissolution.

ARTICLE II

VALUATION

2.1 VALUATION OF ASSETS. The value of the Target Fund's assets to be acquired by the Acquiring Fund hereunder shall be the value of such assets computed as of the close of regular trading on the New York Stock Exchange ("NYSE") on the Closing Date (such time and date being hereinafter called the "Valuation Date"), using the valuation procedures set forth in Target Fund's Articles of Incorporation and the Target Fund's then current Prospectus and Statement of Additional Information.

2.2 VALUATION OF SHARES. The net asset value per share of Institutional Class Acquiring Fund Shares and Investor Class Acquiring Fund Shares to be issued to the Target Fund hereunder shall be equal to the net asset value per share of Institutional Class Target Fund Shares and Investor Class Target Fund Shares, respectively, computed as of the close of normal trading on the NYSE on the Valuation Date.

2.3 DETERMINATION OF VALUE. All computations of value shall be made by Apex Fund Services, the accounting agent for both the Target Fund and Acquiring Fund, in accordance with its regular practice in pricing the shares and assets of the Target Fund.

ARTICLE III

CLOSING AND CLOSING DATE

3.1 CLOSING DATE. Subject to the satisfaction or waiver of the conditions set forth in Articles VI, VII and VIII of this Agreement, the closing (the "Closing") will be on or about [•], or such other date as the parties may agree to in writing. All acts taking place at the Closing shall be deemed to take place immediately prior to the Closing Date unless otherwise provided. The Closing shall be held as of the close of business (the "Effective Time") at the offices of Apex Fund Services, 190 Middle Street, Portland, Maine 04101 or at such other time and/or place as the parties may agree.

3.2 CUSTODIAN'S CERTIFICATE. The portfolio securities and any additional investments of the Target Fund shall be made available by the Target Fund to the Acquiring Fund's custodian, for examination no later than five business days preceding the Closing Date. U.S. Bank National Association, as custodian for the Target Fund, shall deliver at the Closing a certificate of an authorized officer stating that: (a) the Target Fund's portfolio securities, cash, and any other assets shall have been delivered in proper form to the Acquiring Fund on the Closing Date; and (b) all Taxes (as defined below), including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by the Target Fund.

3.3 EFFECT OF SUSPENSION IN TRADING. In the event that on the Valuation Date, either: (a) the NYSE or another primary exchange on which the portfolio securities of the Acquiring Fund or the Target Fund are purchased or sold, shall be closed to trading or trading on such exchange shall be restricted; or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund is impracticable as mutually determined by the parties, the Valuation Date shall be postponed until the first business day after the day when trading is fully resumed and reporting is restored.

3.4 TRANSFER AGENT'S CERTIFICATE. The Target Fund shall cause Atlantic Shareholder Services, LLC, d/b/a Apex Fund Services (“Apex”), as transfer agent for both the Target Fund and Acquiring Fund, as of the Closing Date, to deliver at the Closing to the Secretary of Forum a certificate of an authorized officer stating that its records contain the names and addresses of Target Fund Shareholders, and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver or cause Apex, in Apex’s capacity as transfer agent to the Acquiring Fund, to issue and deliver to the Secretary of Target Fund a confirmation evidencing Acquiring Fund Shares to be credited on the Closing Date or provide evidence satisfactory to the Target Fund that such Acquiring Fund Shares have been credited to the Target Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, receipts and other documents, if any, as such other party or its counsel may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1 REPRESENTATIONS OF THE TARGET FUND. Adviser and the Target Fund represent and warrant to Forum and the Acquiring Fund as follows:

(a)       The Target Fund is duly incorporated, validly existing and in good standing under the laws of the State of Maryland.

(b)      The Target Fund is registered as an open-end management investment company, and its registration with the U.S. Securities and Exchange Commission (the "SEC") as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act") is in full force and effect.

(c)      The current Prospectus and Statement of Additional Information of the Target Fund conform in all material respects to the applicable requirements of the Securities Act of 1933 (the "1933 Act") and the 1940 Act, and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

(d)      The Target Fund is not currently engaged in, and the execution, delivery, and performance of this Agreement (subject to shareholder approval) will not result in, the violation of any material provision of Target Fund's Articles of Incorporation and its bylaws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Target Fund is a party or by which it is bound.

(e)       The Target Fund has no material contracts or other commitments (other than this Agreement and agreements for the purchase and sale of securities or other permitted investments) that if terminated will result in material liability to the Target Fund.

(f)       Except as otherwise disclosed in writing to Acquiring Fund and accepted by the Acquiring Fund, no litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Target Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business, or the ability of the Target Fund to carry out the transactions contemplated by this Agreement. The Target Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein.

(g)      The financial statements of the Target Fund for the fiscal year ended December 31, 2025, and for the semi-annual period ended June 30, 2024, are in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Target Fund as of December 31, 2025, and June 30, 2024, respectively, in all material respects as of that date, and there are no known contingent liabilities of the Target Fund as of that date not disclosed in such statements.

(h)     Since December 31, 2025, there have been no material adverse changes in the Target Fund's financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by the Target Fund of material indebtedness, except as otherwise disclosed to and accepted by the Acquiring Fund. For the purposes of this subparagraph (h), distributions of net investment income and net realized capital gains, changes in portfolio securities, changes in market value of portfolio securities, or net redemptions shall not constitute a material adverse change.

(i)       Target Fund has duly and timely filed all Tax (as defined below) returns and reports (including, but not limited to, information returns), that are required to have been filed by the Target Fund on or before the Closing. All such returns and reports were true, correct and complete as of the time of their filing, and accurately state or will accurately state the amount of Tax (if any) owed for the periods covered by the returns, or, in the case of information returns, the amount and character of income or other information required to be reported by the Target Fund. Target Fund has paid or made provision and properly accounted for all Taxes due or properly shown to be due on such returns and reports. To the knowledge of Target Fund, no return filed by it, on behalf of the Target Fund, is currently being audited by any federal, state, local or foreign taxing authority. To the knowledge of Target Fund, there are no actual deficiency assessments (or deficiency assessments proposed in writing) with respect to any Taxes payable by the Target Fund. As used in this Agreement, “Tax” or “Taxes” means all federal, state, local and foreign (whether imposed by a country or political subdivision or authority thereunder) income, gross receipts, excise, sales, use, value added, employment, franchise, profits, property, ad valorem or other taxes, stamp taxes and duties, fees, assessments or charges, whether payable directly or by withholding, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority (foreign or domestic) with respect thereto. There are no levies, liens or encumbrances relating to Taxes existing, threatened or pending with respect to the assets of the Target Fund.

(j)       All issued and outstanding shares of the Target Fund are, and at the Closing Date will be, duly authorized and validly issued and outstanding, fully paid and non-assessable by the Target Fund and will have been issued in compliance with all applicable registration or qualification requirements of federal and state securities laws. All of the issued and outstanding shares of the Target Fund will, at the time of the Closing Date, be held by the persons and in the amounts set forth in the records of the Target Fund's transfer agent as provided in paragraph 3.4. The Target Fund has no outstanding options, warrants, or other rights to subscribe for or purchase any of the Target Fund Shares and has no outstanding securities convertible into any of the Target Fund Shares.

(k)      At the Closing Date, the Target Fund will have good and valid title to the Target Fund's assets to be transferred to the Acquiring Fund pursuant to paragraph 1.2, and full right, power, and authority to sell, assign, transfer, and deliver such assets hereunder. Upon delivery and payment for such assets, the Acquiring Fund will acquire good and valid title, subject to no restrictions on the full transfer of such assets, including such restrictions as might arise under the 1933 Act, other than as disclosed to and accepted by the Acquiring Fund.

(l)       The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of the Target Fund. Subject to approval by the Target Fund's shareholders, this Agreement constitutes a valid and binding obligation of the Target Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights and to general equity principles.

(m)     The information to be furnished by the Target Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations.

(n)       From the mailing of the Proxy Statement (as defined in paragraph 5.6), through the time of the meeting of the Target Fund Shareholders and on the Closing Date, any written information furnished by the Target Fund with respect to the Target Fund for use in the Proxy Statement (as defined in paragraph 5.6), the Registration Statement (as defined in paragraph 4.3) or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not materially misleading.

(o)       Target Fund has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes under Part I of Subchapter M of the Code. The Target Fund is a fund that is treated as a separate corporation under Section 851(g) of the Code. The Target Fund has no earnings and profits accumulated in any taxable year to which the provisions of Subchapter M of the Code (or the corresponding provisions of prior law) did not apply to it. The Target Fund has qualified as a RIC for each taxable year since its formation (or since it was first treated as a separate corporation under Section 851(g) of the Code) that has ended prior to the Closing Date and, subject to the accuracy of the representations set forth in paragraph 4.2(m), expects to satisfy the requirements of Part I of Subchapter M of the Code to maintain such qualification for its current taxable year. Subject to the accuracy of the representations set forth in paragraph 4.2(m), the Target Fund does not expect that the consummation of the transactions contemplated by this Agreement will cause it to fail to be qualified as a RIC as of the Closing. The Target Fund has not at any time since its inception been liable for any material income or excise tax pursuant to Sections 852 or 4982 of the Code that has not been paid. The Target Fund is in compliance in all material respects with all applicable provisions of the Code and all applicable Treasury regulations pertaining to the reporting of dividends and other distributions on and redemptions of its shares of stock and to withholding in respect of dividends and other distributions to shareholders and redemption of shares, and is not liable for any material penalties that could be imposed thereunder.

(p)      The Target Fund's investment operations from inception to the date hereof have been in compliance in all material respects with the investment policies and investment restrictions set forth in the Target Fund's Prospectus, except as previously disclosed in writing to the Acquiring Fund.

(q)      The Acquiring Fund Shares to be issued to the Target Fund pursuant to paragraph 1.1 will not be acquired for the purpose of making any distribution thereof other than to the Target Fund's shareholders as provided in paragraph 1.4.

(r)       No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the Securities Exchange Act of 1934 (the "1934 Act"), the 1940 Act or Maryland law for the execution of this Agreement by Target Fund, except for the effectiveness of the Registration Statement and such other consents, approvals, authorizations and filings as have been made or received, and such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date, it being understood, however, that this Agreement and the transactions contemplated herein must be approved by the shareholders of the Target Fund as described in paragraph 5.2.

(s)       The books and records of the Target Fund, including FASB ASC 740-10-25 (formerly FIN 48) workpapers and supporting statements, made available to the Acquiring Fund and/or its counsel are substantially true and correct and contain no material misstatements or omissions with respect to the operations of the Target Fund.

(t)       The Target Fund will not be subject to corporate-level taxation on the sale of any assets currently held by it as a result of the application of Section 337(d) of the Code and the Treasury regulations thereunder.

(u)       The Target Fund has not waived or extended any applicable statute of limitations with respect to the assessment or collection of Taxes.

(v)       The Target Fund has not received written notification from any taxing authority that asserts a position contrary to any of the above representations set forth in paragraphs (i), (o), (t) and (u) of this Section 4.1.

4.2 REPRESENTATIONS OF FORUM AND THE ACQUIRING FUND. Forum and the Acquiring Fund represent and warrant to Adviser and the Target Fund as follows:

(a)       The Acquiring Fund is a separate series of a statutory trust, duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b)     The Acquiring Fund is a separate series of a Delaware statutory trust that is registered as an open-end management investment company, and such Delaware statutory trust's registration with the SEC as an investment company under the 1940 Act is in full force and effect.

(c)       The current Prospectus and Statement of Additional Information of the Acquiring Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not materially misleading.

(d)      The Acquiring Fund is not currently engaged in, and the execution, delivery and performance of this Agreement will not result in, a violation of any material provision of the Trust Instrument of Forum, as adopted August 1, 2012, and amended on September 19, 2013 (the “Trust Instrument”), or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound.

(e)       Except as otherwise disclosed in writing to the Target Fund and accepted by the Target Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending, or to its knowledge, threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business, or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein.

(f)       There shall be no issued and outstanding shares of the Acquiring Fund prior to the Closing Date other than those issued to a seed capital investor (which shall be an affiliate of the Acquiring Fund) in order to commence operations of the Acquiring Fund.

(g)       All issued and outstanding Acquiring Fund Shares are, and at the Closing Date will be, duly authorized and validly issued and outstanding, fully paid and non-assessable by the Acquiring Fund and will have been issued in compliance with all applicable registration or qualification requirements of federal and state securities laws. The Acquiring Fund has no outstanding options, warrants, or other rights to subscribe for or purchase any Acquiring Fund Shares, and there are no outstanding securities convertible into any Acquiring Fund Shares.

(h)       The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights and to general equity principles.

(i)      The information to be furnished by the Acquiring Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations.

(j)       From the mailing of the Proxy Statement through the time of the meeting of the Target Fund Shareholders and on the Closing Date, any written information furnished by Forum with respect to the Acquiring Fund for use in the Proxy Statement (as defined in paragraph 5.6), the Registration Statement (as defined in paragraph 4.3) or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not materially misleading.

(k)      The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state blue sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

(l)       No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Delaware law for the execution of this Agreement by Forum, for itself and on behalf of the Acquiring Fund, or the performance of the Agreement by Forum, for itself and on behalf of the Acquiring Fund, except for the effectiveness of the Registration Statement and such other consents, approvals, authorizations and filings as have been made or received, and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date.

(m)       From and after the Closing, Forum expects to treat the Acquiring Fund as a RIC for U.S. federal income tax purposes under Part I of Subchapter M of the Code and expects that the Acquiring Fund will qualify for treatment as a RIC. After the Closing, the Acquiring Fund will be a fund that is treated as a separate corporation under Section 851(g) of the Code.

(n)       The Acquiring Fund is, and will be at the time of Closing, a newly created series, without assets (other than the seed capital) or liabilities, created for the purpose of acquiring the assets and assuming the liabilities of the Target Fund, and, prior to the Closing, will not carry on any business activities (other than such activities as are customary to the organization of a new series of a registered investment company prior to its commencement of investment operations).

4.3 REPRESENTATIONS OF FORUM. Forum represents and warrants that Forum has filed an initial registration statement for open-end management investment companies on Form N-1A ("Registration Statement") for the purpose of registering the Acquiring Fund under the 1940 Act.

ARTICLE V

COVENANTS

5.1 OPERATION IN ORDINARY COURSE. Each of the Acquiring Fund and the Target Fund will operate their businesses in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include payment of customary dividends and distributions and shareholder redemptions in the case of the Target Fund.

5.2 APPROVAL OF SHAREHOLDERS. Target Fund will call a special meeting of the Target Fund's shareholders to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein.

5.3 ADDITIONAL INFORMATION. The Target Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Target Fund's shares.

5.4 FURTHER ACTION. Subject to the provisions of this Agreement, the Acquiring Fund and the Target Fund will take or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date.

5.5 STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but in any case within sixty days after the applicable Closing Date, the Target Fund shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the earnings and profits of the Target Fund for U.S. federal income tax purposes that will be carried over by the Acquiring Fund as a result of Section 381 of the Code, and which will be reviewed by Cohen & Company, Ltd. and certified by Target Fund’s Treasurer.

5.6 PREPARATION OF PROXY STATEMENT. Forum will prepare and Target Fund will file with the SEC a proxy statement on Schedule 14A (the "Proxy Statement") under the 1934 Act, relating to the transaction contemplated by this Agreement, subject to approval of Target Fund’s Board. The Proxy Statement shall be in compliance with the 1933 Act, the 1934 Act and the 1940 Act. The Target Fund will provide the Acquiring Fund with the materials and information necessary to prepare the Proxy Statement in connection with the meeting of the Target Fund's shareholders to consider the approval of this Agreement.

5.7 INDEMNIFICATION.

(a) Forum and the Acquiring Fund (solely out of Forum’s and the Acquiring Fund's assets and property, including any amounts paid to Forum and the Acquiring Fund pursuant to any applicable liability insurance policies or indemnification agreements) agrees to indemnify and hold harmless the Target Fund and the Target Fund's current, and former Directors and officers (collectively, "Indemnified Persons") from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the Indemnified Persons may become subject, insofar as any such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any material breach by Forum or the Acquiring Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement.

(b) The Target Fund (solely out of the Target Fund's assets and property, including any amounts paid to the Target Fund pursuant to any applicable liability insurance policies or indemnification agreements and to the extent permitted by the Trust Instrument of Forum) agrees to indemnify and hold harmless the Acquiring Fund and the Acquiring Fund's Trustees and officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the Acquiring Fund or any of its Trustees or officers may become subject, insofar as any such loss, claim damage liability or expense (or actions with respect thereto) arises out of or is based on any material breach by the Target Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement.

5.8 TAX RETURNS. Target Fund covenants that by the time of the Closing, all of the Target Fund’s U.S. federal and other Tax returns and reports required by law to have been filed on or before the Closing (taking extensions into account) shall have been filed and all U.S. federal and other Taxes (if any) shown as due on said returns shall have either been paid or, if not yet due, adequate liability reserves shall have been provided for the payment of such Taxes.

5.9 CLOSING DOCUMENTS. At the Closing, Target Fund will provide Forum with the following:

(a) A certificate, signed by the President or Vice President and the Treasurer or Assistant Treasurer of Target Fund, stating the Target Fund’s known assets and liabilities, together with information concerning the tax basis and holding period of the Target Fund in all securities or investments transferred to the Acquiring Fund.

(b) A copy of any Tax books and records of the Target Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Treasury regulation § 1.6045A-1)) required by law to be filed by the Acquiring Fund after the Closing.

(c) A copy (which may be in electronic form) of the shareholder ledger accounts of the Target Fund, including, without limitation, the name, address and taxpayer identification number of each shareholder of record; the number of shares of beneficial interest held by each shareholder; the dividend reinvestment elections applicable to each shareholder; the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., IRS Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Target Fund with respect to each shareholder; and such information as Forum may reasonably request concerning Target Fund Shares or Target Fund Shareholders in connection with the Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury regulations following the Closing for all of the Target Fund Shareholders (the “Target Fund Shareholder Documentation”), certified by its transfer agent or its President or its Vice President to the best of their knowledge and belief.

(d) All FASB ASC 740-10-25 (formerly, FIN 48) work papers and supporting statements pertaining to the Target Fund.

5.10 INTENDED TAX TREATMENT. Forum, the Acquiring Fund and the Target Fund intend that the Reorganization will qualify as a reorganization described in Section 368(a)(1)(F) of the Code. Neither Forum, the Acquiring Fund nor the Target Fund shall take any action or cause any action to be taken (including, without limitation the filing of any Tax Return) that is inconsistent with such treatment or results in the failure of such Reorganization to qualify as a reorganization described in Section 368(a)(1)(F) of the Code.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND

The obligations of the Target Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by Forum and the Acquiring Fund of all the obligations to be performed by Forum and the Acquiring Fund pursuant to this Agreement on or before the Closing Date, and, in addition, subject to the following conditions:

6.1 All representations, covenants, and warranties of Forum and the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if made on and as of that Closing Date. Forum and the Acquiring Fund shall have delivered to the Target Fund a certificate executed in Forum’s name by Forum's President or Vice President and its Treasurer or Assistant Treasurer and in the Acquiring Fund's name by Acquiring Fund’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Target Fund and dated as of the Closing Date, to such effect and as to such other matters as the Target Fund shall reasonably request.

6.2 The Target Fund shall have received on the Closing Date:

(a)         an opinion from Stradley Ronon Stevens & Young, LLP, counsel to Forum, dated as of such Closing Date, in a form reasonably satisfactory to the Target Fund, that this Agreement has been duly authorized, executed, and delivered by Forum for itself and on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of this Agreement by the Target Fund, is a valid and binding obligation of Forum and the Acquiring Fund enforceable against Forum and the Acquiring Fund in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally and to general equity principles.

(b)         a certificate from the President of Forum, dated as of the Closing Date, addressing the following points:

(i)        Forum is a statutory trust validly existing and in good standing under the laws of the State of Delaware and has the power to own all of its properties and assets and to carry on its business as presently conducted and described in the registration statement on Form N-1A of Forum, and the Acquiring Fund is a separate series of Forum constituted in accordance with the applicable provisions of the 1940 Act and the Agreement and Trust Instrument of Forum.

(ii)       Forum is registered as an investment company under the 1940 Act and such registration with the SEC is in full force and effect.

(iii)      Assuming that a consideration of not less than the net asset value of Acquiring Fund Shares has been paid, the Acquiring Fund Shares to be issued and delivered to the Target Fund, as provided by this Agreement, are duly authorized and upon such delivery will be legally issued and outstanding and fully paid and non-assessable, and no shareholder of the Acquiring Fund has any preemptive rights with respect to Acquiring Fund Shares.

(iv)      The Proxy Statement has been filed with the SEC and no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for consummation by the Acquiring Fund of the transactions contemplated herein, except as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and as may be required under Delaware securities laws.

(v)        The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated herein will not, result in a violation of Forum's Trust Instrument.

(vi)     To the knowledge of the President, except as has been disclosed in writing to Target Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to Forum or the Acquiring Fund or any of their properties or assets or any person who Forum or the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and neither of Forum nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions contemplated hereby.

6.3 The Registration Statement filed by Forum with the SEC to register the offer of the sale of the Acquiring Fund Shares has been declared effective by the Commission.

6.4 Subject to Section 6.3 as of the Closing Date with respect to the Reorganization of the Target Fund, there shall have been no material change in the investment objective, policies and restrictions nor any material change in the investment management fees, fee levels payable pursuant to the shareholder servicing plan, other fees payable for services provided to the Acquiring Fund, fee waiver or expense reimbursement undertakings, or sales loads of the Acquiring Fund from those fee amounts, undertakings and sales load amounts of the Acquiring Fund described in the Proxy Statement or Registration Statement.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND

The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Target Fund of all the obligations to be performed by the Target Fund pursuant to this Agreement, on or before the Closing Date and, in addition, shall be subject to the following conditions:

7.1 All representations, covenants, and warranties of the Target Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. The Target Fund shall have delivered to the Acquiring Fund on such Closing Date a certificate executed in the Target Fund's name by Target Fund’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of such Closing Date, to such effect and as to such other matters as the Acquiring Fund shall reasonably request.

7.2 The Acquiring Fund shall have received on the Closing Date:

(a)          an opinion from Miles & Stockbridge P.C., special counsel to Target Fund, dated as of such Closing Date, in a form reasonably satisfactory to the Acquiring Fund, that the Agreement has been duly authorized, executed and delivered by Target Fund and, assuming due authorization, execution and delivery of this Agreement by the Acquiring Fund, is a valid and binding obligation of the Target Fund enforceable against the Target Fund in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally and to general equity principles.

(b)         A certification from the President of Target Fund, dated as of the Closing Date, addressing the following points:

7.3 The Target Fund shall have delivered to the Acquiring Fund (a) a certificate, signed by the President or Vice President and the Treasurer or Assistant Treasurer of the Target Fund, stating the Target Fund’s known assets and liabilities, together with information concerning the tax basis and holding period of the Target Fund in all securities or investments transferred to the Acquiring Fund; (b) the Target Fund Shareholder Documentation; (c) all FASB ASC 740-10-25 (formerly, FIN 48) work papers; (d) the Tax books and records of the Target Fund for purposes of preparing any Tax returns required by law to be filed after the Closing Date; and (e) a statement of earnings and profits of the Target Fund, as described in paragraph 5.5.

ARTICLE VIII

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
ACQUIRING FUND AND TARGET FUND

If any of the conditions set forth below do not exist on or before the Closing Date with respect to the Target Fund or the Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in the foregoing, if the conditions stated in paragraphs 8.1 and 8.5 below do not exist on or before the Closing Date with respect to the Target Fund or the Acquiring Fund the transactions contemplated by this Agreement shall not be consummated:

8.1 This Agreement and the transactions contemplated herein, with respect to the Target Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of such Target Fund in accordance with Maryland law and the provisions of Target Fund’s Articles of Incorporation and its bylaws. Certified copies of the resolutions evidencing such approval shall have been delivered to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Target Fund may waive the conditions set forth in this paragraph 8.1.

8.2 On the Closing Date, the SEC shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with this Agreement or the transactions contemplated herein.

8.3 All required consents of other parties and all other consents, orders, and permits of federal, state and local regulatory authorities (including those of the SEC and of state blue sky securities authorities, including any necessary "no-action" positions and exemptive orders from such federal and state authorities) to permit consummation of the transactions contemplated herein shall have been obtained, except where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Target Fund, provided that either party hereto may waive any such conditions for itself.

8.4 The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued. To the best knowledge of the parties to this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.

8.5 The parties shall have received a favorable opinion of Stradley Ronon Stevens & Young, LLP dated as of the Closing Date and addressed to the Acquiring Fund and Target Fund, in a form reasonably satisfactory to the Acquiring Fund and the Target Fund, substantially to the effect that for U.S. federal income tax purposes with respect to the Target Fund:

(a)       The acquisition by the Acquiring Fund of all of the assets of the Target Fund, as provided for in the Agreement, in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund, followed by the distribution by the Target Fund to its shareholders of the Acquiring Fund Shares in complete liquidation of the Target Fund, will qualify as a reorganization described in Section 368(a)(1)(F) of the Code, and the Target Fund and the Acquiring Fund each will be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

(b)       Pursuant to Section 361(a) and Section 357(a) of the Code, no gain or loss will be recognized by the Target Fund upon the transfer of all of its assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund;

(c)       Pursuant to Section 1032(a) of the Code, no gain or loss will be recognized by the Acquiring Fund upon the receipt by it of all of the assets of the Target Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund;

(d)       Pursuant to Section 361(c)(1) of the Code, no gain or loss will be recognized by the Target Fund upon the distribution of the Acquiring Fund Shares by the Target Fund to its shareholders in complete liquidation;

(e)       Pursuant to Section 362(b) of the Code, the tax basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the tax basis of such assets in the hands of the Target Fund immediately prior to the transfer;

(f)       Pursuant to Section 1223(2) of the Code, the holding periods of the assets of the Target Fund in the hands of the Acquiring Fund will include the periods during which such assets were held by the Target Fund;

(g)       Pursuant to Section 354(a) of the Code, no gain or loss will be recognized by the shareholders of the Target Fund upon the exchange of all of their Target Fund Shares solely for Acquiring Fund Shares (including fractional shares to which they may be entitled).

(h)       Pursuant to Section 358(a)(1) of the Code, the aggregate tax basis of Acquiring Fund Shares received by a shareholder of the Target Fund (including fractional shares to which the shareholder may be entitled) will be the same as the aggregate tax basis of the Target Fund Shares exchanged therefor;

(i)       Pursuant to Section 1223(1) of the Code, the holding period of Acquiring Fund Shares received by a shareholder of the Target Fund (including fractional shares to which the shareholder may be entitled) will include the holding period of Target Fund Shares exchanged therefor, provided that the shareholder held the Target Fund Shares as a capital asset on the date of the exchange;

(j)      The Acquiring Fund will succeed to and take into account the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in the Code, the regulations thereunder, and existing court decisions and published interpretations of the Code and regulations; and

(k)       The consummation of the Reorganization will not terminate the taxable year of the Target Fund for U.S. federal income tax purposes, aside from any elective change in the taxable year of the Acquiring Fund. The part of the taxable year of the Target Fund before the Reorganization and part of the taxable year of the Acquiring Fund after the Reorganization will constitute a single taxable year of the Acquiring Fund.

Such opinion shall be based on customary assumptions and such representations as Stradley Ronon Stevens & Young, LLP may reasonably request, and the Target Fund and Acquiring Fund will cooperate to make and certify the accuracy of such representations. No opinion will be expressed as to the effect of the Reorganization on the Target Fund, the Acquiring Fund or any Target Fund Shareholder with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes on the termination or transfer thereof under a mark-to-market system of accounting regardless of whether such transfer would otherwise be a non-taxable transaction under the Code. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Target Fund may waive the conditions set forth in this paragraph 8.5.

ARTICLE IX

EXPENSES

9.1 Except as otherwise provided for herein, the Adviser (or any affiliate thereof) shall bear all expenses of the transactions contemplated by this Agreement. Such expenses include, without limitation: (a) expenses associated with the preparation and filing of the Proxy Statement; (b) postage; (c) printing; (d) accounting fees; (e) audit and legal fees, including reasonable fees for this transaction of the Target Fund's counsel and counsel of the Target Fund's Independent Directors; (f) solicitation costs of the transactions; (g) tail insurance policy premiums associated with the Reorganization; and (g) any costs associated with meetings of Target Fund’s Board of Directors and the Forum Board of Trustees relating to the transactions contemplated herein. The Adviser (or any affiliate thereof) shall remain so liable for expenses, regardless of whether the transactions contemplated by this Agreement occur, and this Section 9.1 shall survive the Closing and any termination of this Agreement pursuant to paragraph 11.1.

ARTICLE X

ENTIRE AGREEMENT; SURVIVAL

10.1 Forum, for itself and on behalf of the Acquiring Fund, and Target Fund agree that neither party has made to the other party any representation, warranty and/or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties.

10.2 The representations and warranties contained in this Agreement or in any document delivered pursuant to or in connection with this Agreement, including, without limitation, the indemnification obligations under Section 5.7, shall survive the consummation of the transactions contemplated hereunder. The covenants to be performed after the Closing Date, and the obligations of Forum and the Acquiring Fund, shall continue in effect beyond the consummation of the transactions contemplated hereunder.

ARTICLE XI

TERMINATION

11.1 This Agreement may be terminated by the mutual agreement of Forum and Target Fund. In addition, either Forum or Target Fund may at its option terminate this Agreement at or prior to the Closing Date due to:

(a)       a breach by the other of any representation, warranty, covenant or agreement contained herein to be performed at or prior to the Closing Date, if not cured within 30 days or, in the sole discretion of the non-breaching party's Board of Directors or Board of Trustees, as applicable, prior to the Closing Date;

(b)     a condition herein expressed to be precedent to the obligations of the terminating party that has not been met and it reasonably appears to the terminating party’s Board of Directors or Board of Trustees, as applicable, that it will not or cannot be met; or

(c)       a determination by the terminating party's Board of Directors or Board of Trustees, as applicable, that the consummation of the transactions contemplated herein is not in the best interest of the party, and to give notice to the other party hereto.

11.2 In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of the Acquiring Fund, the Target Fund, Forum, or the respective Directors/Trustees or officers to the other party or its Directors/Trustees or officers, but paragraph 9.1 shall continue to apply.

ARTICLE XII

AMENDMENTS

12.1 This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Target Fund, Forum and the Acquiring Fund; provided, however, that following the meeting of the Target Fund's shareholders pursuant to paragraph 5.2 of this Agreement, no such amendment may have the effect of changing any provisions to the detriment of such shareholders.

ARTICLE XIII

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;
LIMITATION OF LIABILITY

13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

13.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.

13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

13.5 It is expressly agreed that the obligations of the Acquiring Fund hereunder shall not be binding upon any of the Trustees, shareholders, officers, agents, or employees of Forum personally, but shall bind only the trust property of the Acquiring Fund, as provided in the Trust Instrument of Forum. The execution and delivery of this Agreement have been authorized by the Trustees of Forum for itself and on behalf of the Acquiring Fund and signed by authorized officers of Forum, acting as such. Such authorization by such Trustees and such execution and delivery by such officers shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Acquiring Fund as provided in Forum's Trust Instrument.

13.6 It is expressly agreed that the obligations of the Target Fund hereunder shall not be binding upon any of the Directors, shareholders, officers, agents, or employees of Target Fund personally, but shall bind only the trust property of the Target Fund, as provided in the Articles of Incorporation of Target Fund. The execution and delivery of this Agreement have been authorized by the Directors of the Target Fund and signed by authorized officers of Target Fund, acting as such. Such authorization by such Directors and such execution and delivery by such officers shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally but shall bind only the trust property of the Target Fund as provided in Target Fund’s Articles of Incorporation.

ARTICLE XIV

CONFIDENTIALITY

14.1 Each Fund agrees to treat confidentially and as proprietary information of the other Fund all records and other information, including any information relating to portfolio holdings, of such other Fund and not to use such records and information for any purpose other than the performance of its duties under this Agreement; provided, however, that after prior notification of and written approval by such other Fund (which approval shall not be withheld if the disclosing Fund would be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities having proper jurisdiction, and which approval shall not be withheld unreasonably in any other circumstance), a Fund may disclose such records and/or information as so approved.

ARTICLE XV

COOPERATION AND EXCHANGE OF INFORMATION

15.1 Target Fund and Forum will provide each other and their respective representatives with such cooperation, assistance and information as either of them reasonably may request of the other in filing any Tax returns, amended return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, requesting a closing agreement or similar relief from a taxing authority or participating in or conducting any audit or other proceeding in respect of Taxes, or in determining the financial reporting of any Tax position. Each party or their respective agents will retain for a period of six (6) years following the Closing all returns, schedules and work papers and all material records or other documents relating to Tax matters and financial reporting of Tax positions of the Target Fund and Acquiring Fund for its taxable period first ending after the Closing and for prior taxable periods for which the party is required to retain records as of the Closing.

15.2 Any reporting responsibility of the Target Fund is and shall remain the responsibility of the Target Fund, up to and including the date of the Closing, and such later date on which the Target Fund is terminated including, without limitation, responsibility for (i) preparing and filing Tax returns relating to Tax periods ending on or prior to the date of the Closing (whether due before or after the Closing); and (ii) preparing and filing other documents with the SEC, any state securities commission, and any U.S. federal, state or local tax authorities or any other relevant regulatory authority, except as otherwise is mutually agreed by the parties.

***Signature Page Follows***

IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above.

Schedule A