Xxxxxxxxxxxx Asset Management
September 16, 2004
Mr. X. Xxxxxxx Xxxxxx
Chairman
Board of Trustees
Forum Funds
Two Portland Square
Portland, Maine 04101
RE: Contractual Waivers and Reimbursements
Dear Xx. Xxxxxx:
Xxxxxxxxxxxx Asset Management (the "Adviser") agrees to waive its
investment advisory fee and reimburse expenses as necessary to ensure that total
annual operating expenses for Mastrapasqua Growth Value Fund, a series of the
Forum Funds (the "Trust"), does not exceed 1.65%.
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 terminate as of September 30, 2005.
Very truly yours,
/s/ Xxxxx Xxxxxxxxxxxx
By: Xxxxx Xxxxxxxxxxxx
Title: Chairman and Chief Executive Officer