October 29, 2003 Mr. John Y. Keffer Chairman Board of Trustees Forum Funds Two Portland Square Portland, Maine 04101 RE: Contractual Waivers and Reimbursements Dear John: Brown Investment Advisory Incorporated (the "Adviser") agrees to waive its...

                                          October 29, 2003

Xx. Xxxx X. Xxxxxx  Chairman Board of Trustees  Forum Funds Two Portland  Square
Portland, Maine 04101

         RE:  Contractual Waivers and Reimbursements

Dear Xxxx:

         Brown Investment Advisory  Incorporated (the "Adviser") agrees to waive
its investment  advisory fee and reimburse  expenses as necessary to ensure that
total annual operating expenses for Brown Advisory Small Cap Value (the "Fund"),
a series of the Forum Funds (the "Trust"), does not exceed 1.25%.

         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 on September 30, 2004.

                                          Very truly yours,

                                          Brown Investment Advisory Incorporated

                                          By: /s/ XXXXX X. XXXXXXXXX
                                              ----------------------
                                          Xxxxx X.Xxxxxxxxx
                                          Chief Financial Officer