January 27, 2003

Mr. John Y. Keffer
Chairman
Board of Trustees
Forum Funds
Two Portland Square
Portland, Maine 04102

     RE:  Contractual Waivers and Reimbursements

Dear John:

     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  Institutional  and A Shares of Brown  Advisory
International  Fund , a series of Forum  Funds,  do not exceed  1.25% and 1.50%,
respectively, of that class' average daily net assets.

     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 resigns
as the Fund's investment adviser or is otherwise no longer a service provider to
the Fund. Unless otherwise amended or terminated,  this agreement will terminate
on December 31, 2003.

                                        Very truly yours,

                                        Brown Investment Advisory Incorporated

                                        By:      /s/ DAVID M. CHURCHILL
                                                 -------------------------
                                                 David M. Churchill
                                                 Chief Financial Officer