SECOND AMENDMENT TO FORUM FUNDS DISTRIBUTION AGREEMENT

Exhibit 99.7(b)

SECOND AMENDMENT TO

FORUM FUNDS DISTRIBUTION AGREEMENT

This Second Amendment (the “Amendment”) to the Distribution Agreement between Forum Funds and Foreside Fund Services, LLC (formerly known as Forum Fund Services, LLC) (the “Distribution Agreement”) dated as of March 31, 2009 and as amended by the First Amendment dated as of September 9, 2009 by and between Forum Funds, a Delaware statutory trust (the “Trust”) and Foreside Fund Services, LLC, a Delaware limited liability company (“FFS”) is effective as of October 8, 2009 (the “Effective Date”).

WHEREAS, the Trust and FFS desire to amend Appendix A of the Distribution Agreement to reflect amendments to the list of Funds;

NOW THEREFORE, the parties hereto agree as follows:

I.	Appendix A to the Distribution Agreement is hereby amended and restated as provided on Exhibit A attached hereto.

II.	All other terms, conditions, provisions and sections of the Distribution Agreement remain in effect and are hereby incorporated herein by reference.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the date set forth above.

FORUM FUNDS

By: /s/ Xxxxxx X. Hong_________

Print Name: Xxxxxx X. Xxxx

Title: President

FORESIDE FUND SERVICES, LLC

By: /s/ Xxxxxxx X. Berthy__________

Print Name: Xxxxxxx X. Xxxxxx

Title: Vice President

EXHIBIT A

AMENDED APPENDIX A TO THE

DISTRIBUTION AGREEMENT BETWEEN

FORUM FUNDS AND FORESIDE FUND SERVICES, LLC

APPENDIX A

Funds and Class of the Trust

As of October 8, 2009

FUND NAMES	CLASS NAMES
Absolute Opportunities Fund	Institutional Shares
Absolute Strategies Fund	Institutional Shares and R Shares
Xxxxx Xxxxxxxx Small Cap Growth Fund
Xxxx, Xxxx & Xxxxxx Global Equity Fund
BMO Partners Fund
Xxxxxx Focus Fund	Investor Shares, A Shares
The BeeHive Fund
Xxxxx Advisory Growth Equity Fund	Institutional Shares and A Shares
Xxxxx Advisory Intermediate Income Fund	Institutional Shares and A Shares
Xxxxx Advisory Core International Fund	Institutional Shares
Xxxxx Advisory Maryland Bond Fund	Institutional Shares
Xxxxx Advisory Opportunity Fund	Institutional Shares and A Shares
Xxxxx Advisory Small-Cap Growth Fund	Institutional Shares, A Shares and D Shares
Xxxxx Advisory Small-Cap Value Fund	Institutional Shares and A Shares
Xxxxx Advisory Value Equity Fund	Institutional Shares and A Shares
Xxxxx Advisory Flexible Value Fund	Institutional Shares and A Shares
Xxxxx Advisory Small Cap Fundamental Value Fund	Institutional Shares and A Shares
XX Xxxx Premier Growth Fund
Dover Long/Short Sector Fund	Institutional Shares, Investor Shares
Fountainhead Special Value Fund
Golden Large Cap Core Fund	Institutional Shares and Investor Shares
Golden Small Cap Core Fund	Institutional Shares and Investor Shares
Xxxxxxxx Xxxxx Value Fund	Institutional Shares and Investor Shares
Xxx Xxxxxxx Growth Fund	Institutional Shares , Investor Shares, A Shares and C Shares
Liberty Street Horizon Fund	A Shares, C Shares and Institutional Shares
Merk Hard Currency Fund	Investor Shares
Merk Asian Currency Fund	Investor Shares
Merk Absolute Return Currency Fund	Investor Shares
Payson Total Return Fund
Polaris Global Value Fund
Waterville Large Cap Value Fund	Institutional Shares and Investor Shares