December 27, 2011 Mr. Stacey E. Hong, President Atlantic Fund Administration, LLC Three Canal Plaza, Suite 600 Portland, Maine 04101 RE: Expense Limitation Agreement Dear Mr. Hong: Carne Capital, LLC, (the "Adviser") agrees to reduce its investment...

Exhibit 99.(h)(12)

December 27, 2011

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

      RE:  Expense Limitation Agreement

Dear Xx. Xxxx:

      Carne Capital, 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, acquired fund fees and expenses, and extraordinary expenses) for the Carne Large Cap Value Fund (the "Fund"), a series of the Forum Funds (the "Trust"), do not exceed 2.00% and 2.25% for the Institutional Shares class and Investor Shares class, respectively, for the period from December 27, 2011 through March 1, 2013.

      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 March 1, 2013.

Very truly yours,

Carne Capital, LLC

By: /s/ Xxxxxxx Xxxx Xxxxxx
Name: Xxxxxxx Xxxx Xxxxxx
Title: President