A 2% ETH manager agreement with an 85% exit clause ended in a $1.5M negotiated payment.
Forum Markets, formerly ETHZilla, provides one of the cleanest public examples of how a headline management fee, minimum annual compensation, governance-heavy termination mechanics and realized exit payment fit together in a digital-asset treasury mandate.
Agreement snapshot
| Field | Publicly disclosed term |
|---|---|
| Provider | Electric Treasury Edge, LLC |
| Role | Discretionary management of a portion of the company's digital assets, including ETH, staking rewards and stablecoins |
| Recurring fee | 2% per year of average daily NAV of Account Assets |
| Annual minimum | $2.0 million per year |
| Initial term | Five years from September 5, 2025, followed by automatic one-year renewals absent timely non-renewal |
| Company no-cause exit | Beginning after the first anniversary: at least 180 days' notice, recommendation by at least 80% of the Board and approval by at least 66 2/3% of shareholders |
| Early-exit economics | 85% of fees and other compensation that would reasonably have accrued through the stated termination date for specified early client termination scenarios |
| Realized outcome | Mutually terminated without cause on May 29, 2026; company paid $1.5M in June in full satisfaction of outstanding fees, expenses and an agreed portion of contractual liquidated damages |
The contract combines a percentage fee with a hard minimum
The public filing describes a 2% annual asset-based fee on average daily NAV, paid monthly, subject to a $2.0 million annual minimum. That minimum means a simple AUM-rate comparison can understate economics when the managed base falls below the level that would otherwise generate $2.0 million in annual fees.
Exit mechanics were governance-heavy before the realized settlement
The amended and restated agreement ran for five years, with automatic one-year renewals. Beginning on the first anniversary, a company no-cause termination required 180 days' notice, an 80% Board recommendation and 66 2/3% shareholder approval. Specified early company termination scenarios also triggered an 85% remaining-compensation liquidated-damages formula.
Those provisions make the contract useful as a control against arrangements where the annual fee looks similar but the practical path to changing providers is much easier.
The realized exit was negotiated rather than formulaic
Forum Markets later changed its ETH deployment strategy and disposed of substantially all of its ETH. On May 29, 2026, the company and Electric Treasury Edge mutually terminated the agreement without cause.
The June 30, 2026 Form 10-Q states that Forum paid all outstanding management fees and expenses plus an agreed portion of the contractual liquidated damages, for a total $1.5 million paid in June 2026 in full satisfaction of those amounts.
The manager no longer had operating responsibility after termination
The same filing states that after May 29 the asset manager had no further responsibility for managing or monitoring the company's digital assets. Third-party indemnification obligations survived in accordance with the agreement.
This makes the case particularly useful for a Board or CFO reviewing whether an exit has actually closed operationally, economically and contractually rather than merely been announced.
Primary public sources
September 5, 2025 Amended and Restated Asset Management Agreement
2025 Form 10-Q describing 2% fee and $2M annual minimum
June 30, 2026 Form 10-Q — realized termination and $1.5M payment
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Public-source factual commercial research only. No legal, fairness, fiduciary, accounting or investment opinion and no recommendation concerning any provider or termination decision.