RE: Expense Limitation Agreement

[XXXXXX ASSET MANAGEMENT LLC LETTERHEAD]

January 25, 2012

Xx. Xxxxxx X. Xxxx, President
Atlantic Fund Administration, LLC
Three Canal Xxxxx, Xxxxx 000
Xxxxxxxx, Xxxxx 00000

RE: Expense Limitation Agreement

Dear Xx. Xxxx:

Xxxxxx Asset Management LLC (the "Adviser") agrees to reduce its investment advisory fee and reimburse expenses as necessary to ensure that total annual operating expenses (excluding all taxes, interest, portfolio transaction expenses, dividends on short sales and extraordinary expenses) for the Xxxxxx Focus Fund (the "Fund"), a series of the Forum Funds (the "Trust"), do not exceed 1.10%, 1.25% and 1.25% for the Institutional Shares class, Investor Shares class and A Shares class, respectively, for the period from April 6, 2012, through October 31, 2015.

This agreement can only be terminated or amended upon the approval of the Trust's Board of Trustees and is automatically terminated if the Adviser is no longer a service provider to the Fund. Unless otherwise amended or terminated, this agreement will renew automatically for one-year terms unless the Adviser provides written notice of its termination at least 90 days prior to the end of the then current term. 

Very truly yours,

Xxxxxx Asset Management LLC

By: /s/ X.Xxxxxxx Xxxxxx
Name: X. Xxxxxxx Xxxxxx
Title: President