FORM OF FORUM FUNDS

                         INVESTMENT ADVISORY AGREEMENT



   AGREEMENT made as of April [__], 2007, by and between Forum Funds, a

Delaware statutory trust, with its principal office and place of business at

Two Portland Square, Portland, Maine 04101 (the "Trust"), and Liberty Street

Advisors, Inc. with its principal office and place of business at 55 Liberty

Street, Suite 1300, New York, NY 10005 (the "Adviser").



   WHEREAS, the Trust is registered under the Investment Company Act of 1940,

as amended (the "1940 Act"), as an open-end, management investment company and

may issue its shares of beneficial interest, no par value (the "Shares"), in

separate series; and



   WHEREAS, the Trust desires that the Adviser perform investment advisory

services for each series of the Trust listed in Appendix A hereto (the "Fund"),

and the Adviser is willing to provide those services on the terms and

conditions set forth in this Agreement;



   NOW THEREFORE, for and in consideration of the mutual covenants and

agreements contained herein, the Trust and the Adviser hereby agree as follows:



   SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS



   (a) The Trust hereby employs the Adviser, subject to the direction and

control of the Board, to manage the investment and reinvestment of the assets

in the Fund and, without limiting the generality of the foregoing, to provide

other services as specified herein. The Adviser accepts this employment and

agrees to render its services for the compensation set forth herein.



   (b) In connection therewith, the Trust has delivered to the Adviser copies

of: (i) the Trust's Trust Instrument and Bylaws (collectively, as amended from

time to time, "Organic Documents"); (ii) the Trust's Registration Statement and

all amendments thereto with respect to the Fund filed with the U.S. Securities

and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as

amended (the "Securities Act"), or the 1940 Act (the "Registration Statement");

(iii) the Trust's current Prospectuses and Statements of Additional Information

of the Fund (collectively, as currently in effect and as amended or

supplemented, the "Prospectus"); and (iv) all procedures adopted by the Trust

with respect to the Fund (e.g., repurchase agreement procedures), and shall

promptly furnish the Adviser with all amendments of or supplements to the

foregoing (collectively the "Procedures"). The Trust shall deliver to the

Adviser: (x) a certified copy of the resolution of the Board of Trustees of the

Trust (the "Board") appointing the Adviser and authorizing the execution and

delivery of this Agreement; (y) a copy of all proxy statements and related

materials relating to the Fund; and (z) any other documents, materials or

information that the Adviser shall reasonably request to enable it to perform

its duties pursuant to this Agreement.



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   (c) The Adviser has delivered, or will deliver within 45 days, to the Trust

a copy of its code of ethics complying with the requirements of Rule 17j-1

under the 1940 Act (the "Code"). The Adviser shall promptly furnish the Trust

with all amendments of or supplements to the foregoing at least annually.



   SECTION 2. DUTIES OF THE TRUST



   In order for the Adviser to perform the services required by this Agreement,

the Trust: (i) shall cause all service providers to the Trust to furnish

information to the Adviser and to assist the Adviser as may be required; and

(ii) shall ensure that the Adviser has reasonable access to all records and

documents maintained by the Trust or any service provider to the Trust.



   SECTION 3. DUTIES OF THE ADVISER



   (a) The Adviser will make decisions with respect to all purchases and sales

of securities and other investment assets in the Fund. To carry out such

decisions, the Adviser is hereby authorized, as agent and attorney-in-fact for

the Trust, for the account of, at the risk of and in the name of the Trust, to

place orders and issue instructions with respect to those transactions of the

Fund. In all purchases, sales and other transactions in securities and other

investments for the Fund, the Adviser is authorized to exercise full discretion

and act for the Trust in the same manner and with the same force and effect as

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