FORUM FUNDS INC, 485BPOS, 1996-01-05

FORUM FUNDS INC
485BPOS, 1996-01-05

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<PAGE>

As filed with the Securities and Exchange Commission on January 5, 1996

File No. 2-67052
File No. 811-3023

- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 33

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 33

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FORUM FUNDS, INC.
(Formerly Fahnestock Daily Income Fund, Inc.)
(Exact Name of Registrant as Specified in its Charter)

Two Portland Square, Portland, Maine 04101
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code: 207-879-1900

-------------------------------------------

David I. Goldstein, Esq.
Forum Financial Services, Inc.
Two Portland Square, Portland, Maine 04101
(Name and Address of Agent for Service)

Copies of Communications to:
Anthony C.J. Nuland, Esq.
Seward & Kissel
1200 G Street, N.W.
Washington, D.C. 20005

-------------------------------------------

It is proposed that this filing will become effective:
_X_ immediately upon filing pursuant to Rule 485, paragraph (b)
___ on [ ] pursuant to Rule 485, paragraph (b)
___ 60 days after filing pursuant to Rule 485, paragraph (a)(i)
___ on [ ] pursuant to Rule 485, paragraph (a)(i)
___ 75 days after filing pursuant to Rule 485, paragraph (a)(ii)
___ on [ ] pursuant to Rule 485, paragraph (a)(ii)

___ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment

The Registrant has registered an indefinite number of shares of common stock
pursuant to Rule 24f-2 under the Investment Company Act of 1940. Registrant
filed a 24f-2 notice for its most recent fiscal year on May 28, 1995.

<PAGE>

CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 404(c))

PART A

FORM N-1A LOCATION IN PROSPECTUS
ITEM NO. (CAPTION)
- --------- -----------------

Item 1. Cover Page: Cover Page

Item 2. Synopsis: Prospectus Summary

Item 3. Condensed Financial
Information: Prospectus Summary; Financial Highlights

Item 4. General Description
of Registrant: Prospectus Summary; Investment Objectives
and Policies; Other Information; Certain
Risk Factors (if included in Prospectus)

Item 5. Management of the Fund: Prospectus Summary; Management

Item 6. Capital Stock and
Other Securities Investment Objectives and Policies;
Dividends and Tax Matters; Other
Information - The Trust and its Shares

Item 7. Purchase of Securities
Being Offered: Purchases and Redemptions of Shares; Other
Information - Determination of Net Asset
Value; Management

Item 8. Redemption or Repurchase
of Shares: Purchases and Redemptions of Shares

Item 9. Pending Legal Proceedings Not Applicable

<PAGE>

PART B

LOCATION IN STATEMENT
FORM N-1A OF ADDITIONAL INFORMATION
ITEM NO. (CAPTION)
- --------- -----------------

Item 10. Cover Page: Cover Page

Item 11. Table of Contents: Cover Page

Item 12. General Information and Management; Other Information
History:

Item 13. Investment Objectives and
Policies: Investment Policies; Investment
Limitations

Item 14. Management of the
Registrant: Management

Item 15. Control Persons and
Principal Holders of
Securities: Other Information

Item 16. Investment Advisory
and Other Services: Management; Other
Information - Custodian, Counsel,
Auditors

Item 17. Brokerage Allocation
and Other Practices: Portfolio Transactions

Item 18. Capital Stock and
Other Securities: Determination of Net Asset Value

Item 19. Purchase, Redemption and
Pricing of Securities
Being Offered: Determination of Net Asset Value;
Additional Purchase and Redemption
Information

Item 20. Tax Status: Taxation

Item 21. Underwriters: Management

Item 22. Calculation of
Performance Data: Performance Data

Item 23. Financial Statements: Financial Statements

<PAGE>

FORUM FUNDS
- --------------------------------------------------------------------------------
DAILY ASSETS TREASURY FUND

ACCOUNT INFORMATION AND
SHAREHOLDER SERVICING:
Forum Financial Corp.
P.O. Box 446
Portland, Maine 04112
(207) 879-0001
PROSPECTUS

January 5, 1996

________________________________________________________________________________
This Prospectus offers shares of Daily Assets Treasury Fund (the "Fund"), a
diversified portfolio of Forum Funds (the "Trust"), an open-end, management
investment company.

DAILY ASSETS TREASURY FUND seeks high current income to the extent
consistent with the preservation of capital and the maintenance of
liquidity. The Fund invests primarily in obligations issued or
guaranteed by the United States Treasury or by certain agencies and
instrumentalities of the United States Government with a view toward
providing income that is generally considered exempt from state and
local income taxes. Under normal market conditions, the Fund will
invest at least 65% of its total assets in U.S. Treasury obligations.
See "Investment Objective and Policies."

THE FUND CURRENTLY SEEKS TO ACHIEVE ITS OBJECTIVE BY INVESTING ALL OF ITS
INVESTABLE ASSETS IN A SEPARATE PORTFOLIO OF A REGISTERED, OPEN-END MANAGEMENT
INVESTMENT COMPANY WITH AN IDENTICAL INVESTMENT OBJECTIVE. SEE "PROSPECTUS
SUMMARY" AND "OTHER INFORMATION -- FUND STRUCTURE."

Shares of the Fund are offered to investors at a price equal to the next
determined net asset value without any sales charge.

This Prospectus sets forth concisely the information concerning the Trust and
the Fund that a prospective investor should know before investing. The Trust
has filed with the Securities and Exchange Commission ("SEC") a Statement of
Additional Information dated January 5, 1996, as may be amended from time to
time (the "SAI"), which contains more detailed information about the Trust and
the Fund and which is incorporated into this Prospectus by reference. The SAI
is available without charge by contacting the Trust at the address listed above.

Investors should read this Prospectus and retain it for future reference.

AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE UNITED STATES
GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

<PAGE>

1. PROSPECTUS SUMMARY

HIGHLIGHTS OF THE FUND

THE FUNDS. The Fund intends to seek to achieve its investment objective by
investing all of its investable assets in Daily Assets Treasury Portfolio (the
"Portfolio"), a separate series of Core Trust (Delaware) ("Core Trust"), itself
a registered open-end management investment company. Accordingly, the
investment experience of the Fund will correspond directly with the investment
experience of the Portfolio. See "Other Information -- Fund Structure."

MANAGEMENT. The Fund's investment adviser is Forum Advisors, Inc. (the
"Adviser"), which also serves as investment adviser to the Portfolio. The
manager of the Trust and distributor of its shares is Forum Financial Services,
Inc. ("Forum"), which also serves as manager of the Portfolio. Forum Financial
Corp. (the "Transfer Agent") serves as the Trust's transfer agent, dividend
disbursing agent and shareholder servicing agent. The Adviser, Forum and the
Transfer agent are located at Two Portland Square, Portland, Maine 04101. See
"Management."

PURCHASES AND REDEMPTIONS. Shares of the Fund are offered without a sales
charge at the next determined net asset value. The minimum initial investment
is $10,000 ($2,000 for IRAs, $2,500 for exchanges) and the minimum subsequent
investment is $500. Shares may be redeemed without charge. See "Purchases and
Redemptions of Shares."

EXCHANGE PROGRAM. Shareholders of the Fund may exchange their shares without
charge for the shares of certain other funds. See "Purchases and Redemptions of
Shares -- Exchanges."

DIVIDENDS. Dividends of net investment income are declared daily and paid
monthly by the Fund and are reinvested in Fund shares unless a shareholder
elects to have them paid in cash. See "Dividends and Tax Matters."

EXPENSES OF INVESTING IN THE FUND

The purpose of the following table is to assist investors in understanding
the various expenses that an investor in the Fund will bear directly or
indirectly. The table reflects the combined expenses of the Fund and the
Portfolio. There are no transaction expenses associated with purchases,
redemptions or exchanges of Fund shares.

ANNUAL FUND OPERATING EXPENSES(1)

(as a percentage of average net assets,
after fee waivers and expense
reimbursements)

Management Fees(2) 0.25%
12b-1 Fees None
Other Expenses 0.25%
TOTAL FUND OPERATING EXPENSES 0.50%

(1) The amounts of expenses reflect the operating expenses of the Fund prior
to its investment in the Portfolio and are based on amounts incurred for
the Fund's most recent fiscal year ended March 31, 1995, after an
adjustment to reflect the Fund's and the Portfolio's advisory and
administrative fees ("Management Fees") and the elimination of certain
voluntary fee waivers of the Fund. Absent expense reimbursements and fee
waivers for such fiscal year, the expenses of the Fund would have been:
Management Fees, 0.35%; Other Expenses, 0.60%; and Total Fund Operating
Expenses, 0.95%. Incident to the Fund's investment in the Portfolio, it
is expected that the combined expenses of the Fund and the Portfolio will
be: Management Fees, 0.25%; Other Expenses, 0.25%; and Total Expenses
0.50%. For a further description of the various expenses incurred in the
operation of the Fund, see "Management."

(2) Includes the Adviser's investment advisory fee and Forum's management fee.

The Fund's expenses will include the Fund's pro rata portion of all
operating expenses of the Portfolio, which will be borne indirectly by Fund
shareholders. The Trust's board of trustees believes that the aggregate per
share expenses of the Fund and the Portfolio will be approximately equal to the
expenses the

<PAGE>

Fund would incur if its assets were invested directly in money market
securities. As long as its assets are invested in a Portfolio, a Fund pays no
investment advisory fees directly.

EXAMPLE. Following is a hypothetical example that indicates the dollar amount
of expenses that an investor in the Fund would pay assuming (i) the investment
of all of the Fund's assets in the Portfolio, (ii) a $1,000 investment in the
Fund, (iii) a 5% annual return, (iv) the reinvestment of all dividends and (v)
distributions and redemption at the end of each period:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Portfolio Investment $ 5 $16 $28 $63

The example is based on the expenses listed in the Annual Operating Expense
table, which assumes the continued waiver and reimbursement of certain fees
and expenses. The five percent annual return is not predictive of and does not
represent the Fund's projected returns; rather, it is required by government
regulation. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OR RETURN. ACTUAL EXPENSES AND RETURN MAY BE GREATER OR LESS
THAN INDICATED.

2. FINANCIAL HIGHLIGHTS

The following information represents selected data for a single share
outstanding of the Fund. The information with respect to the Fund's fiscal
years ended March 31st has been audited in connection with an audit of the
Fund's financial statements by Deloitte & Touche LLP, independent auditors. The
information with respect to the period ended September 30, 1995 is unadited.
The financial statements and independent auditors' report thereon for the fiscal
years ended March 31st are incorporated by reference into the SAI. The Fund's
annual report to shareholders may be obtained from the Trust without charge.

DAILY ASSETS TREASURY FUND

Six Months Year Ended
Ended March 31,
September 30, ------------------------------------
1995 1995 1994 1993(1)
---- ---- ---- ----
<S> <C> <C> <C> <C>
Beginning Net Asset Value per Share $1.00 $1.00 $1.00 $1.00
----- ----- ----- -----
Net Investment Income 0.03 0.04 0.03 0.02
Net Realized and Unrealized Gain -- -- -- --
(Loss) on Securities
Dividends from Net Investment Income (0.03) (0.04) (0.03) (0.02)
Distributions from Net Realized Gains -- -- -- --
----- ----- ----- -----
Ending Net Asset Value per Share $1.00 $1.00 $1.00 $1.00
----- ----- ----- -----
----- ----- ----- -----
Ratios to Average Net Assets:
Expenses (2) 0.50%(3) 0.37% 0.33% 0.22%(3)
Net Investment Income 5.21%(3) 4.45% 2.82% 2.92%(3)
Total Return 2.66% 4.45% 2.83% 3.13%(3)
Portfolio Turnover Rate N/A N/A N/A N/A
Net Assets at the End of Period (000's Omitted) $38,001 $36,329 $26,505 $4,687

(1) The Fund commenced operations on July 1, 1992.

(2) During the periods, various fees and expenses were waived and
reimbursed, respectively. Had these waivers and reimbursements not
occurred, the ratio of expenses to average net assets would have been
1.01%(3) 1.10% 1.17% 2.43%(3).

(3) Annualized.

</TABLE>

<PAGE>

3. INVESTMENT OBJECTIVE AND POLICIES

The Fund has a fundamental investment policy that allows it to invest all of its
investable assets in the Portfolio. All other investment policies of the Fund
and the Portfolio are identical. Therefore, although the following discusses
the investment policies of the Portfolio (and the responsibilities of Core
Trust's board of trustees (the "Core Trust Board")), it applies equally to the
Fund (and the Trust's board of trustees (the "Board")). Additional information
concerning the investment policies of the Fund and the Portfolio, including
additional fundamental policies, is contained in the SAI.

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide high current income to
the extent consistent with the preservation of capital and the maintenance of
liquidity. The Fund currently seeks to achieve its investment objective by
investing all of its investable assets in the Portfolio, which has the same
investment objective. There can be no assurance that the Fund or the Portfolio
will achieve its investment objective or maintain a stable net asset value.

INVESTMENT POLICIES

U.S. GOVERNMENT SECURITIES. The Portfolio seeks to attain its investment
objective by investing primarily in obligations issued or guaranteed as to
principal and interest by the United States Treasury or by certain agencies and
instrumentalities of the United States Government ("U.S. Government
Securities"). The Portfolio invests with a view toward providing income that is
generally considered exempt from state and local income taxes. The Portfolio
will purchase a U.S. Government Security that is not backed by the full faith
and credit of the U.S. Government only if that security has a remaining maturity
of one year or less. The Portfolio's policies may result in a lower yield than
could result from a policy of investing in other types of money market
instruments.

Under normal market conditions, the Portfolio will invest at least 65% of
its total assets in U.S. Treasury obligations, such as Treasury bills and notes.
Among the other securities in which the Portfolio may invest are obligations of
the Farm Credit System, Farm Credit System Financial Assistance Corporation,
Federal Financing Bank, Federal Home Loan Banks, General Services
Administration, Student Loan Marketing Association, and Tennessee Valley
Authority. Income on these obligations and the obligations of certain other
agencies and instrumentalities is generally not subject to state and local
income taxes by Federal law. In addition, the income received by Fund
shareholders that is attributable to these investments will also be exempt in
most states from state and local income taxes. Shareholders should determine
through consultation with their own tax advisors whether and to what extent
dividends payable by the Fund from interest received with respect to its
investments will be considered to be exempt from state and local income taxes in
the shareholder's state. Shareholders similarly should determine whether the
capital gain and other income, if any, payable by the Fund will be subject to
state and local income taxes in the shareholder's state. See "Dividend and Tax
Matters."

The U.S. Government Securities in which the Portfolio may invest include
direct obligations of the U.S. Treasury (such as Treasury bills and notes) and
other securities backed by the full faith and credit of the U.S. Government.
Certain U.S. Government Securities have lesser degrees of government backing.
For instance, certain obligations are supported by the right of the issuer to
borrow from the Treasury under certain circumstances and other obligations, such
as those of the Student Loan Marketing Association, are supported only by the
credit of the agency or instrumentality. There is no guarantee that the U.S.
Government will support securities not backed by its full faith and credit and,
accordingly, these securities may involve more risk than other U.S. Government
Securities.

U.S. GOVERNMENT ZERO COUPON SECURITIES. The Portfolio may invest in
separately traded principal and interest components of securities issued or
guaranteed by the U.S. Treasury under the Treasury's Separate Trading of
Registered Interest and Principal of Securities ("STRIPS") program. Zero coupon
securities are sold at original issue discount and pay no interest to holders
prior to maturity. Because of this, zero coupon securities may be subject to
greater fluctuation of market value than the other securities in which the
Portfolio may invest. See "Dividends and Tax Matters -- Taxes."

<PAGE>

GENERAL INFORMATION. The Portfolio will only invest in high quality,
short-term money market instruments that are determined by the Adviser, pursuant
to procedures approved by the Board of Directors of the Trust (the "Board"), to
be eligible for purchase and to present minimal credit risks. The Portfolio's
investments are subject to the restrictions imposed by Rule 2a-7 under the
Investment Company Act of 1940. In accordance with that rule, the Portfolio
will only invest in U.S. dollar denominated instruments that have a maximum
remaining maturity of 397 days and will maintain a dollar-weighted average
portfolio maturity of 90 days or less. Generally, high quality instruments
include those that (i) are rated (or, if unrated, are issued by an issuer with
comparable outstanding short-term debt that is rated) in one of the two highest
rating categories by two nationally recognized statistical rating organizations
("NRSROs") or, if only one NRSRO has issued a rating, by that NRSRO, or (ii) are
otherwise unrated and determined by the Adviser to be of comparable quality. A
description of the rating categories of various rating agencies, such as
Standard & Poor's Corporation and Moody's Investors Service, Inc. is contained
in the SAI. The Portfolio may invest in instruments with fixed, variable or
floating interest rates. To ensure adequate liquidity the Portfolio may not
invest more than 10% of its net assets in illiquid securities. The Adviser's
determinations of the comparable quality of all unrated securities is made
pursuant to guidelines adopted by the Board.

The Portfolio's yields will tend to fluctuate inversely with prevailing
market interest rates. For instance, in periods of falling market interest
rates, the Portfolio's yields will tend to be somewhat higher than those rates.
Although the Portfolio invests in high quality money market instruments, an
investment in the Fund is subject to risk even if all securities in the
Portfolio's portfolio are paid in full at maturity. All money market
instruments, including U.S. Government Securities, can change in value when
interest rates, the issuer's actual or perceived creditworthiness or the
issuer's ability to meet its obligations change.

FORWARD COMMITMENT SECURITIES. The Portfolio may purchase securities on a
when-issued or delayed delivery basis (forward commitments). When these
transactions are negotiated, the price or yield is fixed at the time the
commitment is made, but delivery and payment for the securities take place at a
later date. Securities so purchased are subject to market price fluctuation
from the time of purchase, but no interest on the securities accrues to the
Portfolio until delivery and payment take place. Accordingly, the value of the
securities on the delivery date may be more or less than the purchase price.
Forward commitments will be entered into only when the Portfolio has the
intention of actually acquiring the securities, but the Portfolio may sell the
securities before the settlement date if deemed advisable. Forward commitments
will not be entered into if the aggregate of the commitments exceeds 15% of the
value of the Portfolio's total assets.

OTHER INVESTMENT POLICIES. The investment objective and policies of the
Fund and the Portfolio that are designated as fundamental may not be changed
without approval of the holders of a majority of the outstanding voting
securities of the Fund or the Portfolio, as applicable. A majority of
outstanding voting securities means the lesser of 67% of the shares present or
represented at a shareholders meeting at which the holders of more than 50% of
the shares are present or represented, or more than 50% of the outstanding
shares. All other investment policies of the Fund and the Portfolio may be
changed by the Board or the Core Trust Board, respectively, without shareholder
approval. The Fund and the Portfolio may borrow money for temporary or
emergency purposes (including the meeting of redemption requests) but not in
excess of 33 1/3% of the value of the Fund's or the Portfolio's respective total
assets. Borrowing for purposes other than meeting redemption requests will not
exceed 5% of the value of the Fund's or the Portfolio's respective total assets.
Each of the Fund and the Portfolio is permitted to invest up to 10% of the value
of its total assets in other investment companies that intend to comply with
Rule 2a-7 and have substantially similar investment objectives and policies.
Each of the Fund and the Portfolio may also from time to time lend securities
from its portfolio to brokers, dealers and other financial institutions.

4. MANAGEMENT

The business of the Trust is managed under the direction of the Board and
the business of Core Trust is managed under the direction the Core Trust Board.
Each board formulates the general policies of the Fund and the Portfolio, as
applicable, and meets periodically to review the results of the Fund or the
Portfolio, as applicable, monitor investment activities and practices and
discuss other matters affecting the

<PAGE>

Fund and the Trust or the Portfolio and Core Trust, as applicable. The SAI
contains general background information about the trustees and officers of the
Trust and Core Trust.

MANAGER AND DISTRIBUTOR

Subject to the supervision of the Board, Forum supervises the overall
management of the Trust and acts as distributor of the Trust's shares. Forum,
the Adviser and the Transfer Agent are members of the Forum Financial Group of
companies and together provide a full range of services to the investment
company and financial services industry. As of the date hereof, Forum acted as
manager and distributor of registered investment companies and collective trust
funds with assets of approximately $10.0 billion. Forum is a registered broker-
dealer and investment adviser and is a member of the National Association of
Securities Dealers, Inc. As of the date of this Prospectus, Forum, the Adviser
and the Transfer Agent were controlled by John Y. Keffer, President and Chairman
of the Trust.

Under its management and distribution agreement with the Trust, Forum
supervises all aspects of the Fund's operations, including the receipt of
services for which the Trust is obligated to pay, provides the Trust with
general office facilities and provides, at the Trust's expense, the services of
persons necessary to perform such supervisory, administrative and clerical
functions as are needed to operate the Trust effectively. Those officers, as
well as certain employees and Trustees of the Trust, may be directors, officers
or employees of (and persons providing services to the Trust may include) Forum
and its affiliates. In addition, under its agreement Forum acts as distributor
of the Fund's shares. Forum acts as the agent of the Trust in connection with
the offering of shares of the Fund. For these services and facilities, Forum
receives with respect to the Fund a management fee at an annual rate of 0.25%
of the Fund's average daily net assets.

ADVISER

Forum Advisors, Inc. serves as the investment adviser of the Fund and the
Portfolio. Subject to the general supervision of the Core Trust Board, the
Adviser makes investment decisions for the Portfolio. Subject to the general
supervision of the Core Trust Board and Forum, Linden Asset Management, Inc.
("Linden") serves as investment subadviser to the Portfolio. Linden is
controlled by Anthony R. Fischer, Jr., its sole stockholder, director and
officer. As of the date hereof, Linden provided investment advice with
respect to assets totalling approximately $700 million. For its services,
the Adviser receives an advisory fee at an annual rate of 0.05% of the
Portfolio's average daily net assets. Neither the Fund nor the Portfolio is
responsible for any portion, directly or indirectly, of Linden's investment
subadvisory fee, which is paid entirely by Forum. The Fund's expenses include
the Fund's pro rata portion of the advisory fee paid by the Portfolio to the
Adviser. For so long as the Fund invests in the Portfolio, the Adviser will
receive no fee under its advisory agreement with the Fund. If the Fund resumes
directly investing in portfolio securities, the Fund will pay the Adviser an
advisory fee equal to 0.05% of the Fund's average daily net assets. The
Adviser was incorporated under the laws of Delaware in 1987 and is registered
under the Investment Advisers Act of 1940.

SHAREHOLDER SERVICING

Shareholder inquiries and communications concerning the Fund may be
directed to the Transfer Agent. The Transfer Agent acts as the Fund's transfer
agent and dividend disbursing agent. The Transfer Agent maintains an account
for each shareholder of the Fund (unless such accounts are maintained by sub-
transfer agents or processing agents) and performs other transfer agency and
shareholder related functions. For its services, the Transfer Agent receives a
fee at an annual rate of 0.25% of the Fund's average daily net assets.

The Transfer Agent is authorized to subcontract any or all of its functions
to one or more qualified sub-transfer agents or processing agents, which may be
processing organizations (as described under "Purchases and Redemptions of
Shares " Purchase and Redemption Procedures"), including Forum or affiliates of
Forum, who agree to comply with the terms of the Transfer Agency Agreement. The
Transfer Agent may pay those agents for their services, but no such payment will
increase the Transfer Agent's compensation from the Trust. In addition, the
Transfer Agent performs portfolio accounting services for the Fund, including
determination of the Fund's net asset value per share, pursuant to a separate
agreement with the Trust.

EXPENSES OF THE COMPANY

<PAGE>

other funds of the Trust in proportion to their average net assets. Subject to
the obligations of the Adviser to reimburse the Trust for excess expenses, the
Trust pays for all of its expenses. The Adviser, Forum and the Transfer Agent,
in their sole discretion, may waive all or any portion of their respective fees,
which are accrued daily and paid monthly. Any such waiver, which could be
discontinued at any time, would have the effect of increasing the Fund's
performance for the period during which the waiver was in effect and would not
be recouped at a later date.

5. PURCHASES AND REDEMPTIONS OF SHARES

GENERAL INFORMATION

All transactions in Fund shares are effected through the Transfer Agent,
which accepts orders for purchases and redemptions from shareholders of record
and new investors. Shareholders of record will receive from the Trust periodic
statements listing all account activity during the statement period. The Trust
reserves the right in the future to modify, limit or terminate any shareholder
privilege in the future upon appropriate notice to shareholders and may charge a
fee for certain shareholder services, although no such fees are currently
contemplated.

PURCHASES. Fund shares are sold at a price equal to their net asset value
on all weekdays except customary national business holidays and Good Friday
("Fund Business Day"). Fund shares are issued immediately following the next
determination of net asset value made after an order for the shares in proper
form, accompanied by funds on deposit at a Federal Reserve Bank ("Federal
Funds"), is accepted by the Transfer Agent. An investor's funds will not be
accepted or invested by the Fund during the period before the Fund's receipt of
Federal Funds. The Fund's net asset value is calculated at 12:00 p.m., Eastern
time on each Fund Business Day. Fund shares become entitled to receive
dividends on the day the shares are issued.

The Fund reserves the right to reject any subscription for the purchase of
Fund shares. Stock certificates are issued only to shareholders of record upon
their written request and no certificates are issued for fractional shares.

REDEMPTIONS. Fund shares may be redeemed without charge at their net asset
value on any Fund Business Day. There is no minimum period of investment and no
restriction on the frequency of redemptions. Fund shares are redeemed as of the
next determination of the Fund's net asset value following acceptance by the
Transfer Agent of the redemption order in proper form (and any supporting
documentation which the Transfer Agent may require). Shares redeemed are not
entitled to receive dividends declared on or after the day on which the
redemption becomes effective.

Normally, redemption proceeds are paid immediately following, but in no
event later than seven days following, acceptance of a redemption order.
Proceeds of redemption requests (and exchanges), however, will not be paid
unless any check used for investment has been cleared by the shareholder's bank,
which may take up to 15 calendar days. This delay may be avoided by investing
through wire transfers. Unless otherwise indicated, redemption proceeds
normally are paid by check mailed to the shareholder's record address. The
right of redemption may not be suspended nor the payment dates postponed except
when the New York Stock Exchange is closed (or when trading thereon is
restricted) for any reason other than its customary weekend or holiday closings
or under any emergency or other circumstance as determined by the SEC.

Proceeds of redemptions normally are paid in cash. However, payments may
be made wholly or partially in portfolio securities if the Board determines that
payment in cash would be detrimental to the best interests of the Fund. The
Trust will only effect a redemption in portfolio securities if the particular
shareholder is redeeming more than $250,000 or 1% of the Fund's total net
assets, whichever is less, during any 90-day period.

The Trust employs reasonable procedures to ensure that telephone orders are
genuine (which include recording certain transactions and the use of shareholder
security codes) and, if it does not, may be liable for any losses due to
unauthorized or fraudulent telephone instructions. Shareholders should verify
the accuracy of telephone instructions immediately upon receipt of confirmation
statements. During times of drastic economic or market changes, telephone
redemption and exchange privileges may be difficult to implement.

<PAGE>

In the event that a shareholder is unable to reach the Transfer Agent by
telephone, requests may be mailed or hand-delivered to the Transfer Agent.

PURCHASE AND REDEMPTION PROCEDURES

Investors may obtain the account application necessary to open an account
by writing the Transfer Agent at the address on the cover page of this
prospectus. For those shareholder services not referenced on the account
application and to change information on a shareholder's account (such as
addresses), investors or existing shareholders should request an optional
services form from the Transfer Agent.

INITIAL PURCHASE OF SHARES

There is a $10,000 minimum for initial investments in the Fund ($2,000 for
individual retirement accounts, $2,500 for exchanges).

BY MAIL. Investors may send a check made payable to the Trust along with a
completed account application to the address on the cover page of this
Prospectus. Checks are accepted at full value subject to collection. Payment
by a check drawn on any member of the Federal Reserve System can normally be
converted into Federal Funds within three business days after receipt of the
check. Checks drawn on some non-member banks may take longer.

First National Bank of Boston
Boston, Massachusetts
ABA# 011000390
For Credit To: Forum Financial Corp.
Account #: 541-54171
Re: Daily Assets Treasury Fund
Account #:
Account Name:

The investor should then promptly complete and mail the account
application. Any investor planning to wire funds should instruct a bank early
in the day so the wire transfer can be accomplished the same day.

THROUGH FINANCIAL INSTITUTIONS. Shares may be purchased and redeemed
through certain brokers, banks or other financial institutions ("Processing
Organizations"), including affiliates of the Transfer Agent. Processing
Organizations may charge their customers a fee for their services and are
responsible for promptly transmitting purchase, redemption and other requests to
the Fund. The Trust is not responsible for the failure of any institution to
promptly forward these requests.

Investors who purchase or redeem shares in this manner will be subject to
the procedures of their Processing Organization, which may include charges,
limitations, investment minimums, cutoff times and restrictions in addition to,
or different from, those applicable to shareholders who invest in the Fund
directly. These investors should acquaint themselves with their institution's
procedures and should read this Prospectus in conjunction with any materials and
information provided by their institution. Customers who purchase Fund shares
through a Processing Organization may or may not be the shareholder of record
and, subject to their institution's and the Fund's procedures, may have Fund
shares transferred into their name. Certain Processing Organizations may enter
purchase orders with payment to follow.

Certain shareholder services may not be available to shareholders who have
purchased shares through a Processing Organization. These shareholders should
contact their Processing Organization for further information. The Trust may
confirm purchases and redemptions of a Processing Organization's customers
directly to the Processing Organization, which in turn will provide its
customers with such confirmations and

<PAGE>

periodic statements as may be required by law or agreed to between the
Processing Organization and its customers.

SUBSEQUENT PURCHASES OF SHARES

There is a $500 minimum for subsequent purchases. Subsequent purchases may
be made by mailing a check, by sending a bank wire or through a financial
institution as indicated above. Shareholders using the wire system for purchase
should first telephone the Trust at (207) 879-0001 to notify it of the wire
transfer. All payments should clearly indicate the shareholder's name and
account number.

Shareholders may purchase Fund shares at regular, preselected intervals by
authorizing the automatic transfer of funds from a designated bank account
maintained with a United States banking institution which is an Automated
Clearing House member. Under the program, existing shareholders may authorize
amounts of $250 or more to be debited from their bank account and invested in
the Fund monthly or quarterly. Shareholders may terminate their automatic
investments or change the amount to be invested at any time by written
notification to the Transfer Agent.

REDEMPTION OF SHARES

Shareholders that wish to redeem shares by telephone or by check or receive
redemption proceeds by bank wire must elect these options by properly completing
the appropriate sections of their account application. These privileges may not
be available until several weeks after a shareholder's application is received.
Shares for which certificates have been issued may not be redeemed by telephone
or check.

BY MAIL. Shareholders may make a redemption in any amount by sending a
written request to the Transfer Agent accompanied by any stock certificate that
may have been issued to the shareholder. All written requests for redemption
must be signed by the shareholder with signature guaranteed and all certificates
submitted for redemption must be endorsed by the shareholder with signature
guaranteed.

BY TELEPHONE. A shareholder that has elected telephone redemption
privileges may make a telephone redemption request by calling the Transfer Agent
at (207) 879-0001 and providing the shareholder's account number, the exact name
in which the shareholder's shares are registered and the shareholder's social
security or taxpayer identification number. In response to the telephone
redemption instruction, the Fund will mail a check to the shareholder's record
address or, if the shareholder has elected wire redemption privileges, wire the
proceeds.

BY BANK WIRE. For redemptions of more than $5,000, a shareholder that has
elected wire redemption privileges may request the Fund to transmit the
redemption proceeds by Federal Funds wire to a bank account designated on the
shareholder's account application. To request bank wire redemptions by
telephone, the shareholder also must have elected the telephone redemption
privilege. Redemption proceeds are transmitted by wire on the day the
redemption request in proper form is received by the Transfer Agent.

AUTOMATIC REDEMPTIONS. Shareholders may redeem Fund shares at regular,
preselected intervals by authorizing the automatic redemption of shares from
their Fund account. Redemption proceeds will be sent either by check or by
automatic transfer to a designated bank account maintained with a United States
banking institution which is an Automated Clearing House member. Under this
program, shareholders may authorize the redemption of shares in amounts of $250
or more from their account monthly or quarterly. Shareholders may terminate
their automatic redemptions or change the amount to be redeemed at any time by
written notification to the Transfer Agent.

SIGNATURE GUARANTEES. A signature guarantee is required for any written
redemption request and for any endorsement on a stock certificate. In addition,
a signature guarantee is required for instructions to change a shareholder's
record name or address, designated bank account for wire redemptions or
automatic investment or redemption, dividend election, telephone redemption or
exchange option election or any other option election in connection with the
shareholder's account. Signature guarantees may be provided by any eligible
institution acceptable to the Transfer Agent, including a bank, a broker, a
dealer, a national securities exchange, a credit union, or a savings association
that is authorized to guarantee signatures. Whenever a signature guarantee is
required, the signature of each person required to sign for the account must be
guaranteed.

<PAGE>

EXCHANGES

Shareholders may exchange their shares for shares of any other fund of the
Trust or any other mutual fund managed by Forum that participates with the Fund
in the exchange program (currently, Sound Shore Fund, Inc.). Exchanges are
subject to the fees charged by, and the restrictions listed in the prospectus
for, and the fund into which a shareholder is exchanging, including minimum
investment requirements. The minimum amount required to open an account in the
Fund through an exchange from another fund is $2,500. The Fund does not charge
for exchanges, and there is currently no limit on the number of exchanges a
shareholder may make, but the Fund reserves the right to limit excessive
exchanges by any shareholder. See "Additional Purchase And Redemption
Information" in the SAI.

Exchanges may only be made between accounts registered in the same name. A
completed account application must be submitted to open a new account in the
Fund through an exchange if the shareholder requests any shareholder privilege
not associated with the new account. Shareholders may only exchange into a fund
if that fund's shares may legally be sold in the shareholder's state of
residence.

The Trust (and Federal tax law) treats an exchange as a redemption of the
shares owned and the purchase of the shares of the fund being acquired.
Accordingly, a shareholder may realize a capital gain or loss with respect to
the shares redeemed. Redemptions and purchases are effected at the respective
net asset values of the two funds as next determined following receipt of proper
instructions and all necessary supporting documents by the fund whose shares are
being exchanged.

If a shareholder exchanges into a fund that imposes a sales charge, that
shareholder is required to pay the difference between that fund's sales charge
and any sales charge the shareholder has previously paid in connection with the
shares being exchanged. For example, if a shareholder paid a 2% sales charge in
connection with the purchase of the shares of a fund and then exchanged those
shares into another fund with a 3% sales charge, that shareholder would pay an
additional 1% sales charge on the exchange. Shares acquired through the
reinvestment of dividends and distributions are deemed to have been acquired
with a sales charge rate equal to that paid on the shares on which the dividend
or distribution was paid. The exchange privilege may be modified materially or
terminated by the Trust at any time upon 60 days' notice to shareholders.

BY MAIL. Exchanges may be accomplished by written instructions to the
Transfer Agent accompanied by any stock certificate that may have been issued to
the shareholder. All written requests for exchanges must be signed by the
shareholder (a signature guaranteed is not required) and all certificates
submitted for exchange must be endorsed by the shareholder with signature
guaranteed.

BY TELEPHONE. Exchanges may be accomplished by telephone by any
shareholder that has elected telephone exchange privileges by calling the
Transfer Agent at (207) 879-0001 and providing the shareholder's account number,
the exact name in which the shareholder's shares are registered and the
shareholder's social security or taxpayer identification number.

INDIVIDUAL RETIREMENT ACCOUNTS

The Fund may be a suitable investment vehicle for part or all of the assets
held in individual retirement accounts ("IRAs"). The minimum initial investment
for IRAs is $2,000, and the minimum subsequent investment is $500. Individuals
may make tax-deductible IRA contributions of up to a maximum of $2,000 annually.
However, this deduction will be reduced if the individual or, in the case of a
married individual filing jointly either the individual or the individual's
spouse, is an active participant in an employer-sponsored retirement plan and
has adjusted gross income above certain levels.

6. DIVIDENDS AND TAX MATTERS

DIVIDENDS

Dividends of the Fund's net investment income are declared daily and paid
monthly, following the close of the last Fund Business Day of the month.
Dividends of net capital gain, if any, realized by the Fund are distributed
annually.

Shareholders may choose to have all dividends reinvested in additional
shares of the Fund or received in cash. In addition, shareholders may have
dividends of net capital gain reinvested in additional shares of

<PAGE>

the Fund and dividends of net investment income paid in cash. All dividends are
treated in the same manner for Federal income tax purposes whether received in
cash or reinvested in shares of the Fund.

All dividends will be reinvested at the Fund's net asset value as of the
payment date of the dividend. All dividends are reinvested unless another
option is selected. All dividends not reinvested will be paid to the
shareholder in cash and may be paid more than seven days following the date on
which dividends would otherwise be reinvested.

TAXES

FEDERAL. The Fund intends to continue to qualify for each fiscal year to
be taxed as a "regulated investment company" under the Internal Revenue Code of
1986. As such, the Fund will not be liable for Federal income taxes on the net
investment income and net capital gain distributed to its shareholders. Because
the Fund intends to distribute all of its net investment income and net capital
gain each year, the Fund should avoid all Federal income and excise taxes.

Dividends paid by the Fund out of its net investment income (including any
realized net short-term capital gain) are taxable to shareholders as ordinary
income. Distributions by the Fund of realized net long-term capital gain are
taxable to shareholders as long-term capital gain, regardless of the length of
time the shareholder may have held shares in the Fund.

The Portfolio is not required to pay Federal income taxes on its net
investment income and capital gains, as it is treated as a partnership for
Federal income tax purposes. All interest, dividends and gains and losses of
the Portfolio will be deemed to have been "passed through" to the Fund in
proportion to its holdings in the Portfolio, regardless of whether such
interest, dividends or gains have been distributed by the Portfolio or losses
have been realized by the Portfolio.

STATE AND LOCAL. The Fund's investment policies are structured to provide
shareholders, to the extent permissible by Federal and state law, with income
that is exempt or excluded from income taxation at the state and local level.
Many states (by statute, judicial decision or administrative action) do not tax
dividends from a regulated investment company that are attributable to interest
on obligations of the U.S. Treasury and certain U.S. Government agencies and
instrumentalities if the interest on those obligations would not be taxable to a
shareholder that held the obligation directly. As a result, substantially all
dividends paid by the Fund to shareholders residing in certain states will be
exempt or excluded from state income taxes.

Shortly after the close of each year, a statement is sent to each
shareholder of the Fund advising the shareholder of the portions of total
dividends paid into the shareholder's account that is derived from each type of
obligation in which the Fund has invested. These portions are determined for
the entire year and on a monthly basis and, thus, are an annual or monthly
average, rather than a day-by-day determination for each shareholder.

GENERAL. The Fund may be required by Federal law to withhold 31% of
reportable payments (which may include taxable dividends, capital gain
distributions and redemption proceeds) paid to individuals and certain other
non-corporate shareholders. Withholding is not required if a shareholder
certifies that the shareholder's social security or tax identification number
provided to the Fund is correct and that the shareholder is not subject to
backup withholding.

Zero coupon securities are sold at original issue discount and pay no
interest to holders prior to maturity, but the Fund must include a portion of
the original issue discount of the security as income. Because the Fund
distributes all of its net investment income, the Fund may have to sell
portfolio securities to distribute imputed income, which may occur at a time
when the Adviser would not have chosen to sell such securities and which may
result in a taxable gain or loss.

The foregoing is only a summary of some of the important Federal and state
tax considerations generally affecting the Fund and its shareholders. There may
be other Federal, state or local tax considerations applicable to a particular
investor. Prospective investors are urged to consult their tax advisors.

7. OTHER INFORMATION

PERFORMANCE INFORMATION

The Fund's performance may be quoted in advertising in terms of yield,
which is based on historical results and is not intended to indicate future
performance. The Fund's yield is a way of showing the rate of

<PAGE>

income earned by the Fund as a percentage of the Fund's share price. Yield is
calculated by dividing the net investment income of the Fund for a seven day
period by the average number of shares entitled to receive dividends and
expressing the result as an annualized percentage rate based on the Fund's share
price at the beginning of the seven day period.

The Fund's advertisements may reference ratings and rankings among similar
funds by independent evaluators such as Morningstar, Lipper Analytical Services,
Inc. or IBC/Donoghue, Inc. In addition, the performance of the Fund may be
compared to recognized indices of market performance. The comparative material
found in the Fund's advertisements, sales literature, or reports to shareholders
may contain performance ratings. These materials are not to be considered
representative or indicative of future performance.

BANKING LAW MATTERS

Banking laws and regulations generally permit a bank or bank affiliate to
purchase shares of an investment company as agent for and upon the order of a
customer and in the view of Forum would permit a bank or bank affiliate to serve
as a Processing Organization or perform sub-transfer agent or similar services
for the Trust and its shareholders. If a bank or bank affiliate were prohibited
from performing all or a part of the foregoing services, its shareholder
customers would be permitted to remain shareholders of the Trust and alternative
means for continuing to service them would be sought. It is not expected that
shareholders would suffer adverse financial consequences as a result of any
changes in bank or bank affiliate service arrangements.

DETERMINATION OF NET ASSET VALUE

The Trust determines the net asset value per share of the Fund as of 12:00
p.m., eastern time, on each Fund Business Day by dividing the value of the
Fund's net assets (I.E., the value of its portfolio securities and other assets
less its liabilities) by the number of the Fund's shares outstanding at the time
the determination is made.

In order to more easily maintain a stable net asset value per share, the
Fund's portfolio securities are valued at their amortized cost, which is their
acquisition cost adjusted for amortization of premium or accretion of discount.
The Fund values its portfolio securities at amortized cost in accordance with
Rule 2a-7 under the Investment Company Act of 1940. The Fund will only value
its portfolio securities using this method if the Board believes that this
method fairly reflects the market-based net asset value per share.

THE TRUST AND ITS SHARES

The Trust was organized in Delaware on August 29, 1995; the Trust's
succeeded to the assets and liabilities of Forum Funds, Inc. on January 5, 1996.
Forum Funds, Inc. was incorporated on March 24, 1980 and assumed the name of
Forum Funds, Inc. on March 16, 1987. The Board has the authority to issue an
unlimited number of shares of beneficial interest of separate series with no par
value per share and to create separate classes of shares within each series.
There are currently seven other series of the Trust.

Shares issued by the Trust have no conversion, subscription or preemptive
rights. Shareholders of the Fund have equal and exclusive rights to dividends
and distributions declared by the Fund and to the net assets of the Fund upon
liquidation or dissolution. Voting rights are not cumulative and, with respect
to matters not affecting all funds of the Trust, generally only shareholders of
the affected series may vote. The Trust is not required to hold annual meetings
of shareholders, and it is anticipated that shareholder meetings will be held
only when specifically required by law. Shareholders have available certain
procedures for the removal of Trustees.

As of October 27, 1995, H.M. Payson & Co., Portland, Maine owned of
record more than 25% of the outstanding shares of the Fund and, as of that date,
this shareholder may be deemed to be a controlling entity of the Fund. From
time to time this or other shareholders may own a large percentage of shares of
the Fund. Accordingly, these shareholders may be able to greatly affect (if not
determine) the outcome of any shareholder vote.

<PAGE>

FUND STRUCTURE

CORE TRUST STRUCTURE. The Fund invests all of its assets in the Core Trust
Portfolio. Core Trust is a business trust that was organized under the laws of
the State of Delaware in September 1994 and registered under the 1940 Act as an
open-end management investment company. Accordingly, the Portfolio directly
acquires its own securities and the Fund acquires an indirect interest in those
securities. The assets of the Portfolio belong only to, and the liabilities of
the Portfolio are borne solely by, the Portfolio and no other portfolio of Core
Trust. Upon liquidation of a Portfolio, investors in the Portfolio would be
entitled to share pro rata in the net assets of the Portfolio available for
distribution to investors.

THE PORTFOLIO. The investment objective and fundamental investment
policies of the Fund and the Portfolio can be changed only with shareholder
approval. See "Prospectus Summary," "Investment Objective and Policies," and
"Management" for a description of the Portfolio's investment objective,
policies, restrictions, management, and expenses. The Fund's investment in a
Portfolio is in the form of a non-transferable beneficial interest. As of the
date of this Prospectus, the Fund is the only investor that have invested all of
its assets in the Portfolio. All investors in a Portfolio will invest on the
same terms and conditions as the Fund and will pay a proportionate share of the
Portfolio's expenses.

The Portfolio normally will not hold meetings of investors except as
required by the 1940 Act. Each investor in the Portfolio will be entitled to
vote in proportion to the relative value of its interest in the Portfolio. On
most issues subject to a vote of investors, as required by the 1940 Act and
other applicable law, the Fund will solicit proxies from shareholders of the
Fund and will vote its interest in the Portfolio in proportion to the votes cast
by its shareholders. If there are other investors in the Portfolio, there can
be no assurance that any issue that receives a majority of the votes cast by the
Fund's shareholders will receive a majority of votes cast by all investors in
the Portfolio.

CONSIDERATIONS OF INVESTING IN A PORTFOLIO. The Fund's investment in the
Portfolio may be affected by the actions of other large investors in the
Portfolio, if any. For example, if the Portfolio had a large investor other
than the Fund that redeemed its interest in the Portfolio, the Portfolio's
remaining investors (including the Fund) might, as a result, experience higher
pro rata operating expenses, thereby producing lower returns. The Fund may
withdraw its entire investment from the Portfolio at any time, if the Board
determines that it is in the best interests of the Fund and its shareholders to
do so. The Fund might withdraw, for example, if other investors in the
Portfolio, by a vote of shareholders, changed the investment objective or
policies of the Portfolio in a manner not acceptable to the Board. A withdrawal
could result in a distribution in kind of portfolio securities (as opposed to a
cash distribution) by the Portfolio. That distribution could result in a less
diversified portfolio of investments for the Fund and could affect adversely the
liquidity of the Fund's portfolio. If the Fund decided to convert those
securities to cash, it usually would incur transaction costs. If the Fund
withdrew its investment from the Portfolio, the Board would consider what action
might be taken, including the management of the Fund's assets in accordance with
its investment objective and policies by the Adviser or the investment of all of
the Fund's investable assets in another pooled investment entity having
substantially the same investment objective as the Fund.

- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, THE SAI AND THE
FUNDS' OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFERING OF THE FUNDS'
SHARES, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH OFFER
MAY NOT LAWFULLY BE MADE.
- --------------------------------------------------------------------------------

<PAGE>

FORUM FUNDS, INC.

MAINE MUNICIPAL BOND FUND

ACCOUNT INFORMATION AND
SHAREHOLDER SERVICING:
Forum Financial Corp.
P.O. Box 446
Portland, Maine 04112
(207) 879-0001

PROSPECTUS
August 1, 1995

As Amended January 5, 1996

This Prospectus offers shares of Maine Municipal Bond Fund (the "Fund"), a non-
diversified series of Forum Funds (the "Trust"), an open-end, management
investment company.

MAINE MUNICIPAL BOND FUND seeks to provide shareholders with
a high level of current income exempt from both Federal and
Maine state income taxes (other than the alternative minimum
tax), without assuming undue risk. The Fund invests
principally in investment grade Maine municipal securities.

Shares of the Fund are offered to investors at a price equal to the next
determined net asset value plus a maximum sales charge of 3.75% of the total
public offering price (3.90% of the net amount invested).

This Prospectus sets forth concisely the information concerning the Trust and
the Fund that a prospective investor should know before investing. The Trust
has filed with the Securities and Exchange Commission a Statement of Additional
Information dated August 1, 1995, as amended January 5, 1996, as may be further
amended from time to time (the "SAI"), which contains more detailed information
about the Trust and the Fund and which is incorporated into this Prospectus by
reference. The SAI is available without charge by contacting the Trust at the
address listed above.

Investors should read this Prospectus and retain it for future reference.

Shares of the Fund are offered only to
residents of the State of Maine.

<PAGE>

1. PROSPECTUS SUMMARY

HIGHLIGHTS OF THE FUND

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Fund is to provide shareholders with a high
level of current income exempt from both Federal and Maine state income taxes
(other than the alternative minimum tax), without assuming undue risk. The Fund
invests principally in investment grade Maine municipal securities. It is
anticipated that the average weighted maturity of all municipal securities in
the Fund will normally range between five and 15 years. See "Investment
Objectives and Policies."

FUND MANAGEMENT

The executive offices of the Fund's investment adviser, Forum Advisors,
Inc. (the "Adviser"), are located at Two Portland Square, Portland, Maine 04101.
The manager of the Trust and distributor of its shares is Forum Financial
Services, Inc. ("Forum"). Forum Financial Corp. (the "Transfer Agent"), Two
Portland Square, Portland, Maine 04101, serves as the Trust's transfer agent,
dividend disbursing agent and shareholder servicing agent. See "Management."

PURCHASES AND REDEMPTIONS

Shares of the Fund are offered at the next-determined net asset value per
share plus any applicable sales charge. The minimum initial investment is
$5,000 and the minimum subsequent investment is $500. Shares may be redeemed
without charge. See "Purchases and Redemptions of Shares."

EXCHANGE PROGRAM

Shareholders of the Fund may exchange their shares without charge for the
shares of certain other funds of the Trust. See "Purchases and Redemptions of
Shares - Exchanges."

DIVIDENDS

Dividends of net investment income are declared daily and paid monthly by
the Fund and are reinvested in Fund shares unless a shareholder elects to have
them paid in cash. It is anticipated that substantially all of the dividends
paid by the Fund will be exempt from Federal income tax and from Maine personal
income tax. See "Dividends and Tax Matters."

CERTAIN RISK FACTORS

There can be no assurance that the Fund will achieve its investment
objective. The Fund's net asset value will fluctuate as the value of the Fund's
portfolio securities changes and will tend to vary inversely with movements in
interest rates. The Fund is non-diversified and, therefore, has greater freedom
to concentrate its investments than if it were a diversified fund. The Fund
invests principally in the securities of Maine municipal issuers, which entails
more risk than if the Fund were to invest in issuers with greater geographic
diversity. See "Investment Objective and Policies - Certain Risk Factors."

EXPENSES OF INVESTING IN THE FUND

The purpose of the following table is to assist investors in understanding
the various expenses that an investor in the Fund will bear directly or
indirectly.

SHAREHOLDER TRANSACTION EXPENSES

Maximum sales charge imposed on purchases
(as a percentage of public offering price). . . . . 3.75%

Exchange Fee . . . . . . . . . . . . . . . . . . . . . None

ANNUAL FUND OPERATING EXPENSES (1)
(as a percentage of average net assets)

Management Fees (2). . . . . . . . . . . . . . . . . . 0.40%
(after fee waivers)

<PAGE>

12b-1 Fees . . . . . . . . . . . . . . . . . . . . . . None
Other Expenses . . . . . . . . . . . . . . . . . . . . 0.20%
(after reimbursements and fee waivers)
Total Fund Operating Expenses. . . . . . . . . . . . . 0.60%

(1) The amounts of expenses are based on estimated amounts for the Fund's
current fiscal year ending March 31, 1996; actual expenses for the Fund's fiscal
year ended March 31, 1995 were 0.50%. Absent estimated expense reimbursements
and fee waivers, the expenses of the Fund are estimated to be: Management Fees,
0.70%; Other Expenses, 0.70%; and Total Fund Operating Expenses, 1.40%. For a
further description of the various expenses incurred in the operation of the
Fund, see "Management."

(2) Includes the Adviser's investment advisory fee and Forum's management fee.

EXAMPLE

Following is a hypothetical example that indicates the dollar amount of
expenses that an investor in the Fund would pay assuming a $1,000 investment in
the Fund, a 5% annual return, the reinvestment of all dividends and
distributions and redemption at the end of each period:

1 Year 3 Years 5 Years 10 Years
$42 $53 $64 $98

The example is based on the expenses listed in the table. The five percent
annual return is not predictive of and does not represent the Fund's projected
returns; rather, it is required by government regulation. THE EXAMPLE SHOULD
NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR RETURN. ACTUAL
EXPENSES AND RETURN MAY BE GREATER OR LESS THAN INDICATED.

2. FINANCIAL HIGHLIGHTS

The following information represents selected data for a single share
outstanding of the Fund. The information with respect to the Fund's fiscal
years ended March 31st has been audited in connection with an audit of the
Fund's financial statements by Deloitte & Touche LLP, independent auditors. The
information with respect to the period ended September 30, 1995 is unaudited.
The financial statements and independent auditors' report thereon for the fiscal
years ended March 31st are incorporated by reference into the SAI. The Fund's
annual report to shareholders may be obtained from the Trust without charge.

Six Months Year Ended
Ended March 31,
September 30, --------------------------------------------------
1995 1995 1994 1993 1992(1)
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Beginning Net Asset Value per Share $10.47 $10.37 $10.55 $9.98 $10.00
------ ------ ------ ----- ------
Net Investment Income 0.25 0.52 0.52 0.58 0.19
Net Realized and Unrealized Gain
(Loss) on Securities 0.27 0.11 (0.16) 0.57 (0.02)
Dividends from Net Investment Income (0.25) (0.52) (0.52) (0.58) (0.19)
Distributions from Net Realized Gains -- (0.01) (0.02) -- --
------ ------ ------ ----- ------
Ending Net Asset Value per Share $10.74 $10.47 $10.37 $10.55 $9.98
------ ------ ------ ----- ------
------ ------ ------ ----- ------
Ratios to Average Net Assets:
Expenses (2) 0.60%(3) 0.50% 0.50% 0.40% 0.46%(3)
Net Investment Income 4.75%(3) 5.08% 4.81% 5.25% 5.65%(3)
Total Return 5.05% 6.31% 3.42% 11.80% 5.27%
Portfolio Turnover Rate 30.09% 31.55% 13.47% 7.82% 15.24%
Net Assets at the End of Period (000's Omitted) $25,781 $25,525 $26,310 $16,518 $1,968
</TABLE>

<PAGE>

(1) The Fund commenced operations on December 5, 1991.

(2) During the periods, various fees and expenses were waived and
reimbursed, respectively. Had these waivers and reimbursements
not occurred, the ratio of expenses to average net assets would
have been:

1.38%(3) 1.40% 1.44% 1.98% 6.83%(3)

(3) Annualized.

<PAGE>

3. INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide shareholders with a high
level of current income exempt from both Federal and Maine state income taxes
(other than the alternative minimum tax), without assuming undue risk. Except
during periods when the Fund assumes a temporary defensive position, the Fund
will invest at least 80% of its total assets in securities the interest on which
is exempt from Federal and Maine income tax. There can be no assurance that the
Fund will achieve its investment objective. The Fund may seek to achieve its
objective by holding, as its only investment securities, the securities of an
investment company having substantially the same investment objective and
policies as the Fund. "Other Information -- Fund Structure." Additional
information concerning the investment policies of the Fund, including additional
fundamental policies, is contained in the SAI.

INVESTMENT POLICIES

The Fund pursues its objective by investing principally in investment grade
debt obligations issued by the state of Maine and its political subdivisions,
duly constituted authorities and corporations. These securities are generally
known as "municipal securities" and include municipal bonds, notes and leases.
It is anticipated that under normal circumstances substantially all of the
Fund's assets will be invested in municipal securities the interest income from
which is exempt from Federal income taxes and Maine state personal income taxes
(except when received by a shareholder in a taxable year for which the
shareholder will be subject, for Federal or Maine income tax purposes, to the
alternative minimum tax ("AMT")).

GENERAL. The market value of the municipal securities held by the Fund
will be affected by changes in interest rates. There is normally an inverse
relationship between the market value of securities sensitive to prevailing
interest rates and actual changes in interest rates. In other words, a decline
in interest rates produces an increase in market value, while an increase in
interest rates produces a decrease in market value. Moreover, the longer the
remaining maturity of a security, the greater will be the effect of interest
rate changes on the market value of that security. Changes in the ability of an
issuer to make payments of interest and principal and in the market's perception
of an issuer's creditworthiness will also affect the market value of the debt
securities of that issuer. Obligations of issuers of municipal securities are
subject to the provisions of bankruptcy, insolvency and other laws affecting the
rights and remedies of creditors. The possibility exists, therefore, that, as a
result of litigation or other conditions, the ability of any issuer to pay, when
due, the principal of and interest on its debt securities may be materially
impaired.

The yields of municipal securities depend on, among other things,
conditions in the municipal securities market and fixed income markets
generally, the size of a particular offering, the maturity of the obligation,
and the rating of the issue. Maine municipal securities may have yields
slightly less than the municipal obligations of issuers located in other states
because of the Maine state tax exemption on Maine issues.

In general, the longer the maturity of a municipal security, the higher the
rate of interest it pays. However, a longer average maturity is generally
associated with a higher level of volatility in the market value of a municipal
security. The average maturity of the Fund's portfolio will vary depending on
anticipated market conditions. It is anticipated, however, that the average
weighted maturity of all municipal securities in the Fund will normally range
between five and 15 years.

Municipal securities also include securities issued by Puerto Rico, other
United States territories or possessions and their subdivisions, authorities and
corporations the income from which is not subject to Federal or Maine State
income tax. No more than 25% of the Fund's total assets may be invested in
issuers located in any territory or possession of the United States.

Under current Federal tax law, a distinction is drawn between municipal
securities issued after August 7, 1986 to finance certain "private activities"
and other municipal securities. Private activity securities include securities
issued to finance such projects as certain solid waste disposal facilities,
student loan programs, and water and sewage projects. Interest income from
certain of these securities is subject to the Federal AMT and similar treatment
may apply for Maine AMT purposes. See "Dividends and Tax

<PAGE>

Matters." Because interest income on securities subject to the Federal AMT is
taxable to certain investors, it is expected, although there can be no
guarantee, that these municipal securities generally will provide somewhat
higher yields than other municipal securities of comparable quality and maturity
that are not subject to the AMT.

CREDIT MATTERS. Normally, at least 80% of the Fund's total assets will be
invested in municipal bonds rated at the time of purchase within the four
highest rating categories assigned by a nationally recognized statistical rating
organization ("NRSRO") such as Moody's Investors Service, Inc. ("Moody's") (Aaa,
Aa, A and Baa), Standard & Poor's Corporation ("S&P") (AAA, AA, A and BBB) or
Fitch Investors Services, Inc. ("Fitch") (AAA, AA, A and BBB) or which are
unrated and determined by the Adviser to be of comparable quality. Securities
in these ratings are generally considered to be investment grade securities,
although Moody's indicates that municipal securities rated Baa have speculative
characteristics. Unrated securities may not be as actively traded as rated
securities. A further description of the ratings used by Moody's, S&P and Fitch
is included in the SAI. The Fund may invest up to 20% of its total assets in
municipal bonds rated in the fifth or sixth highest rating category by an NRSRO
or which are unrated and determined by the Adviser to be of comparable quality.
These securities are not considered to be investment grade and have speculative
or predominantly speculative characteristics. The Fund only invests in
municipal notes and other short-term municipal obligations in the two highest
rating categories assigned by an NRSRO or which are unrated and determined by
the Adviser to be of comparable quality. The Fund may retain securities whose
rating has been lowered below the lowest permissible rating category (or that
are unrated and determined by the Advisor to be of comparable quality) only if
the Adviser determines that retaining the security is in the best interests of
the Fund.

A non-rated municipal security will be considered for investment by the
Fund when the Adviser believes that the financial condition of the issuer of the
obligation and the protection afforded by the terms of the obligation limit the
risk to the Fund to a degree comparable to that of rated securities in which the
Fund may invest. During its last fiscal year, the Fund had 96% of its average
annual assets in municipal securities rated by Moody's or S&P and 4% of its
average annual assets in unrated investments, including cash and short-term cash
equivalents which are often unrated. During that year ended March 31, 1995, the
Fund had the following percentages of its average annual net assets invested in
rated securities: Aaa/AAA-32.9%, Aa/AA-35.2%, A/A-21.8%, Baa/BBB-5.6%. For this
purpose, securities with different ratings from Moody's and S&P were assigned
the higher rating. This information reflects the average month end composition
of the Fund's assets for the Fund's last fiscal year and is not necessarily
representative of the Fund as of the end of last year, the current fiscal year
or any other time.

MUNICIPAL BONDS. Municipal bonds, which are intended to meet longer term
capital needs, can be classified as either "general obligation" or "revenue"
bonds. General obligation bonds are secured by a municipality's pledge of its
full faith, credit and taxing power for the payment of principal and interest.
Revenue bonds are generally payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from the proceeds
of a special excise or other tax, but not from general tax revenues. Municipal
bonds also include private activity bonds ("PABs"), which are bonds issued by or
on behalf of public authorities to finance various privately operated
facilities. PABs are in most cases revenue bonds. The payment of the principal
and interest on these bonds is dependent solely on the ability of an initial or
subsequent user of the facilities financed by the bonds to meet its financial
obligations and the pledge, if any, of real and personal property financed by
the bond as security for payment. The Fund will acquire only PABs whose
interest payments, in the opinion of the issuer's counsel, are exempt from
Federal and Maine state income taxation (other than the AMT).

MUNICIPAL NOTES AND LEASES. Municipal notes, which may be either "general
obligation" or "revenue" securities, are intended to fulfill short-term capital
needs and generally have original maturities of 397 days or less. They include
tax anticipation notes, revenue anticipation notes, bond anticipation notes,
construction loan notes and tax-exempt commercial paper. Municipal leases and
installment purchase or conditional sale contracts (which normally provide for
title to the leased assets to pass eventually to the government issuer) are a
means for governmental issuers to acquire property and equipment without meeting
the constitutional and statutory requirements for the issuance of long-term
debt. Municipal leases frequently have special risks not normally associated
with general obligation or revenue bonds or notes as described in the SAI.

<PAGE>

VARIABLE AND FLOATING RATE SECURITIES. The securities in which the Fund
invests may have variable or floating rates of interest. These securities pay
interest at rates that are adjusted periodically according to a specified
formula, usually with reference to some interest rate index or market interest
rate (the "underlying index"). The interest paid on these securities is a
function primarily of the underlying index upon which the interest rate
adjustments are based. Such adjustments minimize changes in the market value of
the obligation and, accordingly, enhance the ability of the Fund to maintain a
stable net asset value. Similar to fixed rate debt instruments, variable and
floating rate instruments are subject to changes in value based on changes in
market interest rates or changes in the issuer's creditworthiness. The rate of
interest on securities purchased by the Fund may be tied to various rates of
interest or index.

There may not be an active secondary market for certain floating or
variable rate instruments, which could make it difficult for the Fund to dispose
of an instrument during periods that the Fund is not entitled to exercise any
demand rights it may have. The Fund could, for this or other reasons, suffer a
loss with respect to an instrument. The Adviser monitors the liquidity of the
Fund's investment in variable and floating rate instruments, but there can be no
guarantee that an active secondary market will exist.

PARTICIPATION INTERESTS. The Fund may purchase participation interests in
municipal securities that are owned by banks or other financial institutions.
Participation interests carry a demand feature backed by a letter of credit or
guarantee of the bank or institution permitting the holder to tender them back
to the bank or other institution. The Fund will only purchase participation
interests from Federal Deposit Insurance Corporation insured banks having total
assets of more than one billion dollars or from other financial institutions
whose long-term debt securities are rated within the four highest rating
categories of an NRSRO or which are unrated and determined by the Adviser to be
of comparable quality. Prior to purchasing any participation interest, the Fund
will obtain appropriate assurances from counsel retained by the Trust that the
interest earned by the Fund from the obligations in which it holds participation
interests is exempt from Federal income tax.

STAND-BY COMMITMENTS. The Fund may purchase municipal securities together
with the right to resell them to the seller at an agreed upon price or yield
within specified periods prior to their maturity dates. These rights to resell
are commonly known as "stand-by commitments." The aggregate price which the
Fund pays for securities with a stand-by commitment may be higher than the price
which otherwise would be paid. The primary purpose of this practice is to
permit the Fund to be as fully invested as practicable in municipal securities
while preserving the necessary flexibility and liquidity to meet unanticipated
redemptions. The Fund will enter into stand-by commitments only with banks or
municipal securities dealers that in the opinion of the Adviser present minimal
credit risks. The value of a stand-by commitment is dependent on the ability of
the writer to meet its repurchase obligation.

<PAGE>

CERTAIN RISK FACTORS

GEOGRAPHIC CONCENTRATION. Because the Fund invests principally in Maine
municipal securities, the Fund is more susceptible to factors adversely
affecting issuers of those municipal securities than would be a comparable
municipal securities portfolio having a lesser degree of geographic
concentration. These risks arise from the financial condition of the state of
Maine and its political subdivisions. To the extent state or local governmental
entities are unable to meet their financial obligations, the income derived by
the Fund, its ability to preserve or realize appreciation of its portfolio
assets or its liquidity could be impaired.

To the extent the Fund's investments are primarily concentrated in issuers
located in Maine, the value of the Fund's shares may be especially affected by
factors pertaining to Maine's economy and other factors specifically affecting
the ability of issuers in Maine to meet their obligations. As a result, the
value of the Fund's assets may fluctuate more widely than the value of shares of
a portfolio investing in securities relating to a number of different states.
The ability of state, county or local governments and quasi-governmental
agencies to meet their obligations will depend primarily on the availability of
tax and other revenues to those governments and on their fiscal conditions
generally. The amounts of tax and other revenues available to governmental
issuers may be affected from time to time by economic, political and demographic
conditions within the state. In addition, constitutional or statutory
restrictions may limit a government's power to raise revenues or increase taxes.
The availability of Federal, state and local aid to governmental issuers may
also affect their ability to meet obligations. Payments of principal of and
interest on private activity securities will depend on the economic condition of
the facility or specific revenue source from whose revenues the payments will be
made, which in turn could be affected by economic, political or demographic
conditions in the state.

DIVERSIFICATION MATTERS. The Fund is non-diversified, which means that it
has greater latitude than a diversified fund with respect to the investment of
its assets in the securities of a relatively few municipal issuers. As a non-
diversified portfolio, the Fund may present greater risks than a diversified
fund. The Fund's diversification requirements provide that, as of the last day
of each fiscal quarter, with respect to 50% of its assets, the Fund may not own
the securities of a single issuer, other than a U.S. Government security, with a
value of more than 5% of the Fund's total assets. Except for U.S. Government
securities, no more than 25% of the total assets of the Fund may be invested in
securities of any one issuer. These limitations do not apply to securities of
an issuer payable solely from the proceeds of escrowed U.S. Government
securities. The Fund will be subject to a greater risk of loss if an issuer in
which the Fund invests a substantial amount of its assets is unable to make
interest or principal payments or if the market value of securities declines.

INFORMATION CONCERNING THE STATE OF MAINE. In 1991, citing declines in key
financial indicators and continued softness in the Maine economy, S&P lowered
its credit rating for Maine general obligations from AAA to AA+, and at the same
time lowered its credit rating on bonds issued by the Maine Municipal Bond Bank
and the Maine Court Facilities Authority, and on State of Maine Certificates of
Participation for highway equipment from AA to A+. In August 1993, citing the
"effects of protracted economic slowdown and the expectation that Maine's
economy will not soon return to the pattern of robust growth evident in the mid-
1980s," Moody's lowered its credit rating for Maine general obligations from Aa1
to Aa. At the same time, Moody's lowered from Aa1 to Aa the ratings assigned to
state-guaranteed bonds of the Maine School Building Authority and the Finance
Authority of Maine, and confirmed at A1 the ratings assigned to the bonds of the
Maine Court Facilities Authority and State of Maine Certificates of
Participation. There can be no assurance that Maine general obligations or the
securities of any Maine political subdivision, authority or corporation owned by
the Fund will be rated in any category or will not be downgraded by an NRSRO.
Further information concerning the State of Maine is contained in the SAI.

ADDITIONAL INVESTMENT POLICIES

All investment policies of the Fund that are designated as fundamental, and
the Fund's investment objective, may not be changed without approval of the
holders of a majority of the Fund's outstanding voting securities. A majority
of the Fund's outstanding voting securities means the lesser of 67% of the
shares of the Fund present or represented at a shareholders meeting at which the
holders of more than 50%

<PAGE>

of the shares are present or represented, or more than 50% of the outstanding
shares of the Fund. Except as otherwise indicated, investment policies of the
Fund are not fundamental and may be changed by the Board of Directors of the
Trust (the "Board") without shareholder approval. A further description of the
Fund's investment policies is contained in the SAI.

The Fund may borrow money for temporary or emergency purposes (including
the meeting of redemption requests), but not in excess of 33 1/3% of the value
of the Fund's total assets. Borrowing for purposes other than meeting
redemption requests may not exceed 5% of the value of the Fund's total assets.
The Fund may not invest more than 15% of its net assets in illiquid securities,
including repurchase agreements not entitling the Fund to the payment of
principal within seven days. The Fund may hold cash pending investment and may
invest up to 10% of its total assets in money market mutual funds that invest in
municipal securities exempt from Federal income taxes. In the future, the Fund
may enter repurchase agreements, which are transactions in which the Fund
purchases a security and simultaneously commits to resell that security to the
seller at an agreed-upon price on an agreed-upon future date, normally one to
seven days later, and may lend its securities to other persons.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS. The Fund may purchase
securities offered on a "when-issued" basis and may purchase or sell securities
on a "forward commitment" basis. When these transactions are negotiated, the
price, which is generally expressed in yield terms, is fixed at the time the
commitment is made, but delivery and payment for the securities take place at a
later date. Normally, the settlement date occurs within three months after the
transaction. The Fund enters into when-issued and forward commitments only with
the intention of actually receiving or delivering the securities, as the case
may be. When-issued securities may include bonds purchased on a "when, as and
if issued" basis under which the issuance of the securities depends upon the
occurrence of a subsequent event, such as approval of a proposed financing by
appropriate municipal authorities.

During the period between a commitment and settlement, no payment is made
for the securities purchased and, thus, no interest accrues to the purchaser
from the transaction. However, at the time the Fund makes a commitment to
purchase securities in this manner, the Fund immediately assumes the risk of
ownership, including price fluctuation. Failure by the other party to deliver
or pay for a security purchased or sold by the Fund may result in a loss or a
missed opportunity to make an alternative investment. Any significant
commitment of the Fund's assets committed to the purchase of securities on a
when-issued or forward commitment basis may increase the volatility of its net
asset value.

The use of when-issued transactions and forward commitments may enable the
Fund to hedge against anticipated changes in interest rates and prices. If the
Adviser were to forecast incorrectly the direction of interest rate movements,
however, the Fund might be required to complete these transactions at prices
inferior to the current market values. No when-issued or forward commitments
will be made by the Fund if, as a result, more than 15% of the value of the
Fund's total assets would be committed to such transactions.

The Fund's use of when-issued securities and forward commitments entails
certain risks not associated with direct investments in securities. For
instance, in the event that bankruptcy or similar proceedings were commenced
against a counterparty in these transactions or a counterparty defaulted on its
obligations, the Fund might suffer a loss. The Adviser monitors the
creditworthiness of counterparties to these transactions and intends to enter
into these transactions only when it believes the counterparties present minimal
credit risks and the income to be earned from the transaction justifies the
attendant risks.

TEMPORARY DEFENSIVE POSITION. The Fund may invest up to 20% of its net
assets in cash or cash equivalents. In addition, when business or financial
conditions warrant, for example, when issues of sufficient quality and liquidity
are not available, the Fund may assume a temporary defensive position and invest
all or part of its assets in cash or prime quality cash equivalents, including
(i) short-term U.S. Government securities, (ii) certificates of deposit,
bankers' acceptances and interest-bearing savings deposits of commercial banks
doing business in the United States, (iii) commercial paper, (iv) repurchase
agreements covering any of the securities in which the Fund may invest directly
and (v) to the extent permitted by the Investment Company Act of 1940, money
market mutual funds. During periods when and to the extent that the Fund has
assumed a temporary defensive position, it will not be pursuing its investment
objective.

<PAGE>

PORTFOLIO TURNOVER. The frequency of portfolio transactions of the Fund
(the portfolio turnover rate) will vary from year to year depending on market
conditions. From time to time the Fund may engage in active short-term trading
to benefit from yield disparities among different issues of debt securities, to
seek short-term profits during periods of fluctuating interest rates, or for
other reasons. This type of trading will increase the Fund's portfolio turnover
rate and transaction costs and may increase the Fund's capital gains, which are
not tax-exempt when distributed to shareholders. The Adviser weighs the
anticipated benefits of short-term investments against these consequences. The
Fund's portfolio turnover rate is reported under "Financial Highlights."

4. MANAGEMENT

The business of the Trust is managed under the direction of the Board of
Directors. The Board formulates the general policies of the Fund and meets
periodically to review the results of the Fund, monitor investment activities
and practices and discuss other matters affecting the Fund and the Trust.

MANAGER AND DISTRIBUTOR

Subject to the Supervision of the Board, Forum supervises the overall
management of the Fund. Forum, the Adviser and the Transfer Agent are members
of the Forum Financial Group of companies and together provide a full range of
services to the investment trust and financial services industry. As of the
date hereof Forum acted as manager and distributor of registered investment
companies and collective trust funds with assets of approximately $9.2 billion.
Forum, whose address is 61 Broadway, New York, New York 10006, is a registered
broker-dealer and investment adviser and is a member of the National Association
of Securities Dealers, Inc. As of the date of this Prospectus, Forum, the
Adviser and the Transfer Agent were controlled by John Y. Keffer, President and
Chairman of the Trust.

Under its management agreement with the Trust, Forum supervises all aspects
of the Fund's operations, including the receipt of services for which the Trust
is obligated to pay, provides the Trust with general office facilities and
provides, at the Trust's expense, the services of persons necessary to perform
such supervisory, administrative and clerical functions as are needed to
effectively operate the Trust. Those officers, as well as certain other
employees and Directors of the Trust, may be directors, officers or employees of
(and persons providing services to the Trust may include) Forum and its
affiliates. For these services and facilities, Forum receives with respect to
the Fund a management fee at an annual rate of 0.30% of the Fund's average daily
net assets.

Forum also acts as the distributor of shares of the Fund and pursuant to a
distribution agreement with the Trust Forum receives, and may reallow to certain
financial institutions, the sales charge paid by the purchasers of the Fund's
shares. See "Purchases and Redemptions of Shares - Sales Charges."

ADVISER

Forum Advisors, Inc. serves as the investment adviser of the Fund. Subject
to the general supervision of the Board, the Adviser makes investment decisions
for the Fund. For its services, the Adviser receives an advisory fee at an
annual rate of 0.40% of the Fund's average daily net assets. The Adviser was
incorporated under the laws of Delaware in 1987 and is registered under the
Investment Advisers Act of 1940.

Leslie C. Berthy, Managing Director of the Adviser since 1989, is primarily
responsible for the day-to-day management of the Fund's portfolios and has been
since the Fund's inception. Prior to his association with the Adviser, Mr.
Berthy was Managing Director and Co-Chief Executive Officer of Irwin Union
Capital Corp., an affiliate of Irwin Union Bank & Trust Co.

SHAREHOLDER SERVICING

<PAGE>

The Transfer Agent is authorized to subcontract any or all of its functions
to one or more qualified sub-transfer agents or processing agents, which may be
processing organizations (as described under "Purchases and Redemptions of
Shares - Purchases and Redemptions Through Financial Institutions"), Forum or
affiliates of Forum, who agree to comply with the terms of the Transfer Agency
Agreement. The Transfer Agent may pay those agents for their services, but no
such payment will increase the Transfer Agent's compensation from the Trust. In
addition, the Transfer Agent performs portfolio accounting services for the
Fund, including determination of the Fund's net asset value per share, pursuant
to a separate agreement with the Trust.

EXPENSES OF THE TRUST

The Fund's expenses comprise Trust expenses attributable to the Fund, which
are charged to the Fund, and expenses not attributable to a particular fund of
the Trust, which are allocated among the Fund and all other funds of the Trust
in proportion to their average net assets. Subject to the obligation of the
Adviser to reimburse the Trust for certain excess expenses of the Fund, the
Trust pays for all of its expenses. The Adviser, Forum and the Transfer Agent,
in their sole discretion, may waive all or any portion of their respective fees,
which are accrued daily and paid monthly. Any such waiver, which could be
discontinued at any time, would have the effect of increasing the Fund's
performance for the period during which the waiver was in effect and would not
be recouped at a later date.

5. PURCHASES AND REDEMPTIONS
OF SHARES

GENERAL INFORMATION

Investments in the Fund may be made either by an investor directly or
through certain brokers and financial institutions of which the investor is a
customer. All transactions in Fund shares are effected through the Transfer
Agent, which accepts orders for purchases and redemptions from shareholders of
record and new investors. Shareholders of record will receive from the Trust
periodic statements listing all account activity during the statement period.
The Trust reserves the right in the future to modify, limit or terminate any
shareholder privilege upon appropriate notice to shareholders and to charge a
fee for certain shareholder services, although no such fees are currently
contemplated.

PURCHASES. Fund shares are sold at a price equal to their net asset value
plus any applicable sales charge on all weekdays except customary national
business holidays and Good Friday ("Fund Business Day"). Fund shares are issued
immediately following the next determination of net asset value made after an
order for the shares in proper form is accepted by the Transfer Agent. The
Fund's net asset value is calculated at 4:00 p.m., Eastern time on each Fund
Business Day. Fund shares become entitled to receive dividends on the next Fund
Business Day after the investor's funds are converted to funds on deposit at a
Federal Reserve Bank ("Federal Funds"), which for purchase orders by check is
the second Fund Business Day after receipt of the check and acceptance of the
order. Payment in the form of a bank wire will be treated as a Federal Funds
payment received at the time the wire is received.

The Fund reserves the right to reject any subscription for the purchase of
its shares. Stock certificates are issued only to shareholders of record upon
their written request and no certificates are issued for fractional shares.

REDEMPTIONS. Fund shares may be redeemed without charge at their net asset
value on any Fund Business Day. There is no minimum period of investment and no
restriction on the frequency of redemptions. Fund shares are redeemed as of the
next determination of the Fund's net asset value following acceptance by the
Transfer Agent of the redemption order in proper form (and any supporting
documentation which the Transfer Agent may require). Shares redeemed are not
entitled to receive dividends declared after the day on which the redemption
becomes effective.

<PAGE>

address. The right of redemption may not be suspended nor the payment dates
postponed except when the New York Stock Exchange is closed (or when trading
thereon is restricted) for any reason other than its customary weekend or
holiday closings or under any emergency or other circumstance as determined by
the Securities and Exchange Commission.

The Trust employs reasonable procedures to insure that telephone orders are
genuine (which include recording certain transactions and the use of shareholder
security codes) and, if it does not, may be liable for any losses due to
unauthorized or fraudulent telephone instructions. Shareholders should verify
the accuracy of telephone instructions immediately upon receipt of confirmation
statements. During times of drastic economic or market changes, telephone
redemption and exchange privileges may be difficult to implement. In the event
that a shareholder is unable to reach the Transfer Agent by telephone, requests
may be mailed or hand-delivered to the Transfer Agent.

Due to the cost to the Trust of maintaining smaller accounts, the Trust
reserves the right to redeem, upon not less than 60 days' written notice, all
shares in any Fund account with an aggregate net asset value of less than
$1,000. The Trust will not redeem accounts that fall below that amount solely
as a result of a reduction in net asset value.

PURCHASE AND REDEMPTION PROCEDURES

The following purchase and redemption procedures and shareholder services
apply to investors who invest in the Fund directly. These investors may obtain
the account application necessary to open an account by writing the Transfer
Agent at the address on the cover page of this prospectus. For those
shareholder services not referenced on the account application and to change
information on a shareholder's account (such as addresses), investors or
existing shareholders should request an optional services form from the Transfer
Agent.

INITIAL PURCHASE OF SHARES

There is a $5,000 minimum for initial investments in the Fund.

BY MAIL. Investors may send a check made payable to the Trust along with a
completed account application to the Fund at the address on the cover page of
this Prospectus. Checks are accepted at full value subject to collection. If a
check does not clear, the purchase order will be cancelled and the investor will
be liable for any losses or fees incurred by the Trust, the Transfer Agent or
Forum.

BY BANK WIRE. To make an initial investment in the Fund using the wire
system for transmittal of money among banks, an investor should first telephone
the Trust at (207) 879-0001 to obtain an account number. The investor should
then instruct a member commercial bank to wire the investor's money immediately
to:
First National Bank of Boston
Boston, Massachusetts
ABA# 011000390
For Credit To: Forum Financial Corp.
Account #: 541-54171
Re: Maine Municipal Bond Fund
Account #:
Account Name:

<PAGE>

SUBSEQUENT PURCHASES OF SHARES

There is a $500 minimum for subsequent purchases. Subsequent purchases may
be made by mailing a check or by sending a bank wire as indicated above.
Shareholders using the wire system for purchase should first telephone the Trust
at (207) 879-0001 to notify it of the wire transfer. All payments should
clearly indicate the shareholder's name and account number.

REDEMPTION OF SHARES

Shareholders that wish to redeem shares by telephone or receive redemption
proceeds by bank wire must elect these options by properly completing the
appropriate sections of their account application. These privileges may not be
available until several weeks after a shareholder's application is received.
Shares for which certificates have been issued may not be redeemed by telephone.

BY BANK WIRE. For redemptions of more than $5,000, a shareholder that has
elected wire redemption privileges may request the Fund to transmit the
redemption proceeds by Federal Funds wire to a bank account designated on the
shareholder's account application. To request bank wire redemptions by
telephone, the shareholder also must have elected the telephone redemption
privilege. Redemption proceeds are transmitted by wire on the day after the
redemption request in proper form is received by the Transfer Agent.

SIGNATURE GUARANTEES. A signature guarantee is required for any written
redemption request and for any endorsement on a stock certificate. In addition,
a signature guarantee also is required for instructions to change a
shareholder's record name or address, designated bank account for wire
redemptions or automatic investment or redemption, dividend election, telephone
redemption or exchange option election or any other option election in
connection with the shareholder's account. Signature guarantees may be provided
by any eligible institution, including a bank, a broker, a dealer, a national
securities exchange, a credit union, or a savings association that is authorized
to guarantee signatures, acceptable to the Transfer Agent. Whenever a signature
guarantee is required, the signature of each person required to sign for the
account must be guaranteed.

<PAGE>

EXCHANGES

Fund shareholders are entitled to exchange their shares for shares of any
other fund of the Trust or any other fund that participates in the exchange
program and whose shares are eligible for sale in the shareholder's state of
residence. Exchanges may only be made between accounts registered in the same
name. A completed account application must be submitted to open a new account
in the Fund through an exchange if the shareholder requests any shareholder
privilege not associated with the existing account. Exchanges are subject to
the fees charged by, and the restrictions listed in the prospectus for, the fund
into which a shareholder is exchanging, including minimum investment
requirements. The Fund does not charge for exchanges and there is currently no
limit on the number of exchanges a shareholder may make.

The Trust (and Federal tax law) treats an exchange as a redemption of the
shares owned and the purchase of the shares of the fund being acquired.
Redemptions and purchases are effected at the respective net asset values of the
two funds as next determined following receipt of proper instructions and all
necessary supporting documents by the fund whose shares are being exchanged.

BY MAIL. Exchanges may be accomplished by written instructions to the
Transfer Agent accompanied by any stock certificate that may have been issued to
the shareholder. All written requests for exchanges must be signed by the
shareholder (a signature guarantee is not required) and all certificates
submitted for exchange must be endorsed by the shareholder with signature
guaranteed.

PURCHASES AND REDEMPTIONS THROUGH
FINANCIAL INSTITUTIONS

Shares may be purchased and redeemed through certain brokers, banks and
other financial institutions ("Processing Organizations"), including affiliates
of the Transfer Agent. Processing Organizations may receive as a dealer's
reallowance a portion of the sales charge paid by their customers who purchase
Fund shares. In addition, Processing Organizations may charge their customers a
fee for their services and are responsible for promptly transmitting purchase,
redemption and other requests to the Fund. The Trust is not responsible for the
failure of any institution to promptly forward these requests.

Investors who purchase shares will be subject to the procedures of their
Processing Organization, which may include charges, limitations, investment
minimums, cutoff times and restrictions in addition to, or different from, those
applicable to shareholders who invest in the Fund directly. These investors
should acquaint themselves with their institution's procedures and should read
this Prospectus in conjunction with any materials and information provided by
their institution. Customers who purchase Fund shares through a Processing
Organization may or may not be the shareholder of record and, subject to their
institution's and the Fund's procedures, may have Fund shares transferred into
their name. There is typically a three day settlement period for purchases and
redemptions through broker-dealers. Certain other Processing Organizations may
enter purchase orders with payment to follow.

<PAGE>

directly to the Processing Organization, which in turn will provide its
customers with such confirmations and periodic statements as may be required by
law or agreed to between the Processing Organization and its customers.

SALES CHARGES

The public offering price for shares of the Fund is the sum of the net
asset value of the shares being purchased plus any applicable sales charge. No
sales charge is assessed on the reinvestment of dividends or other
distributions. The sales charge is assessed as follows (net asset value
percentages are rounded to the nearest one-hundredth percent):

SALES CHARGE
AS % OF
PUBLIC NET
OFFERING ASSET DEALERS'
AMOUNT OF PURCHASE PRICE VALUE* REALLOWANCE

less than $100,000 3.75% 3.90% 3.25%
$100,000 but less
than $200,000 3.25 3.36 2.85
$200,000 but less
than $400,000 2.50 2.56 2.20
$400,000 but less
than $600,000 2.00 2.04 1.75
$600,000 but less
than $800,000 1.50 1.52 1.25
$800,000 but less
than $1,000,000 1.00 1.01 0.75
$1,000,000
and up 0.50 0.50 0.40

*Rounded to the nearest one-hundredth percent.

Forum's commission is the sales charge shown above less any applicable
discount reallowed to selected brokers and dealers (including banks and bank
affiliates purchasing shares as principal or agent). Normally, Forum will
reallow discounts to selected brokers and dealers in the amounts indicated in
the table above. From time to time, however, Forum may elect to reallow the
entire sales charge to selected brokers or dealers for all sales with respect to
which orders are placed with Forum during a particular period. The dealers'
reallowance may be changed from time to time.

No sales charge will be assessed on purchases made for investment purposes
by: (a) any bank, trust company, savings association or similar institution
with whom Forum has entered into a share purchase agreement acting on behalf of
the institution's fiduciary customer accounts or any account maintained by its
trust department; (b) any registered investment adviser with whom Forum has
entered into a share purchase agreement and which is acting on behalf of its
fiduciary customer accounts; (c) directors and officers of the Trust; directors,
officers and full-time employees of the Adviser, Forum, any of their affiliates
or any organization with which Forum has entered into a selected dealer or
processing agent agreement; the spouse, sibling, direct ancestor or direct
descendent (collectively, "relatives") of any such person; any trust for the
benefit of any such person or relative; or the estate of any such person or
relative; and (d) any person who has, within the preceding 90 days, redeemed
Fund shares (but only on purchases in amounts not exceeding the redeemed
amounts) and completes a reinstatement form upon investment. Any shares so
purchased may not be resold except to the Fund.

REDUCED SALES CHARGES

For an investor to qualify for one of the following types of reduced sales
charges, the investor must notify the Transfer Agent at the time of purchase.
Reduced sales charges may be modified or terminated at any time and are subject
to confirmation of an investor's holdings.

<PAGE>

RIGHTS OF ACCUMULATION. An investor's purchase of additional shares of the
Fund may qualify for rights of accumulation ("ROA") wherein the applicable sales
charge will be based on the total of the investor's current purchase and the net
asset value (at the end of the previous Fund Business Day) of all Fund shares
held by the investor. For example, if an investor owned shares of the Fund
worth $400,000 at the then current net asset value and purchased shares of the
Fund worth an additional $50,000, the sales charge for the $50,000 purchase
would be at the 2% rate applicable to a single $450,000 purchase, rather than at
the 3.75% rate. To qualify for ROA on a purchase, the investor must inform the
Transfer Agent and supply sufficient information to verify that each purchase
qualifies for the privilege or discount.

LETTER OF INTENT. Investors may also obtain reduced sales charges based on
cumulative purchases by means of a written Letter of Intent ("LOI"), which
expresses the investor's intention to invest $100,000 or more within a period of
13 months in shares of the Fund. Each purchase of shares under a LOI will be
made at the public offering price applicable at the time of the purchase to a
single transaction of the dollar amount indicated in the LOI.

An LOI is not a binding obligation upon the investor to purchase the full
amount indicated. Shares purchased with the first 5% of the amount indicated in
the LOI will be held subject to a registered pledge (while remaining registered
in the name of the investor) to secure payment of the higher sales charge
applicable to the shares actually purchased if the full amount indicated is not
purchased within 13 months. Pledged shares will be involuntarily redeemed to
pay the additional sales charge, if necessary. When the full amount indicated
has been purchased, the shares will be released from pledge. Share certificates
are not issued for shares purchased under an LOI. Investors wishing to enter
into an LOI can obtain a form of LOI from their broker or financial institution
or by contacting the Transfer Agent.

6. DIVIDENDS AND TAX MATTERS

DIVIDENDS

Dividends of the Fund's net investment income are declared daily and paid
monthly. Dividends of net capital gain, if any, realized by the Fund are
distributed annually.

Shareholders may have all dividends reinvested in additional shares of the
Fund or received in cash. In addition, shareholders may have dividends of net
capital gain reinvested in additional shares of the Fund and dividends of net
investment income paid in cash. All dividends are treated in the same manner
for Federal income tax purposes whether received in cash or reinvested in shares
of the Fund.

TAXES

The Fund intends to continue to qualify for each fiscal year to be taxed as
a "regulated investment trust" under the Internal Revenue Code of 1986. As
such, the Fund will not be liable for Federal income taxes on the net investment
income and net capital gain distributed to its shareholders. Because the Fund
intends to distribute all of its net investment income and net capital gain each
year, the Fund should avoid all Federal income and excise taxes.

DIVIDENDS OF TAX-EXEMPT INTEREST AND RELATED MATTERS. Shareholders
generally will not be subject to Federal income tax on dividends paid by the
Fund out of tax-exempt interest income earned by the Fund ("exempt-interest
dividends"), assuming certain requirements are met by the Fund. Substantially
all of the dividends paid by the Fund are anticipated to be exempt from Federal
income taxes and from Maine personal income tax. However, exempt-interest
dividends paid by the Fund to shareholders that are financial institutions are
subject to the Maine franchise tax.

Persons who are "substantial users" or "related persons" thereof of
facilities financed by private activity bonds held by the Fund may be subject to
Federal income tax on their pro rata share of the interest income from these
bonds and should consult their tax advisors before purchasing shares of the
Fund. Under current Federal tax law, interest on certain private activity bonds
is treated as an item of tax preference for purposes of the Federal AMT imposed
on individuals and corporations. In addition, interest

<PAGE>

on all tax-exempt obligations is included in the "adjusted current earnings" of
corporations for Federal AMT purposes. The Maine AMT is based in part on
Federal AMT income.

OTHER DIVIDENDS AND DISTRIBUTIONS. Dividends paid by the Fund out of its
taxable net investment income (including any realized net short-term capital
gain) are taxable to shareholders as ordinary income. Distributions by the Fund
of realized net long-term capital gain, if any, are taxable to shareholders as
long-term capital gain, regardless of the length of time the shareholder may
have held shares in the Fund. If Fund shares are sold at a loss after being
held for six months or less, the loss will be disallowed to the extent of any
exempt-interest dividends received on those shares and will be treated as long-
term capital loss to the extent of any long-term capital gain distribution
received on those shares.

Any capital gain distribution received by a shareholder reduces the net
asset value of the shareholder's shares by the amount of the distribution. To
the extent that capital gain was accrued by the Fund before the shareholder
purchased the shares, the distribution would be in effect a return of capital to
the shareholder. Capital gain distributions, including those that operate as a
return of capital, however, are taxable to the shareholder receiving them.

OTHER TAX MATTERS. Interest on indebtedness incurred by shareholders to
purchase or carry shares of the Fund generally is not deductible for Federal
income tax purposes.

The Fund may be required by Federal law to withhold 31% of reportable
payments (which may include taxable dividends, capital gain distributions and
redemption proceeds) paid to individuals and certain other non-corporate
shareholders. Withholding is not required if a shareholder certifies that the
shareholder's social security or tax identification number provided to the Fund
is correct and that the shareholder is not subject to backup withholding.

Reports containing appropriate information with respect to the Federal
income tax status of dividends and distributions paid during the year by the
Fund will be mailed to shareholders shortly after the close of each year. This
includes a statement advising each shareholder of the portion of total dividends
paid into the shareholder's account that is exempt from Federal income tax and
that is derived from Maine municipal securities and from other sources. These
portions are determined for the entire year and on a monthly basis and, thus,
are an annual or monthly average, rather than a day-by-day determination for
each shareholder.

TAX-FREE INCOME VS. TAXABLE INCOME

The table below shows approximate equivalent taxable and tax-free yields at
various approximate combined marginal Federal and Maine tax bracket rates. For
example, an investor in the 33% combined tax bracket for 1995 whose investments
earn a 5% tax-free yield would have to earn a 7.97% taxable yield to receive the
same benefit from a non-tax-exempt investment.

1995 COMBINED FEDERAL AND MAINE
TAXABLE VS. TAX-FREE YIELDS

Combined
Marginal
Federal and A Tax-Free Yield of
Maine 4.0% 4.5% 5.0% 5.5% 6.0%
Tax Bracket equals a taxable yield of approximately
45% 7.24% 8.14% 9.05% 9.95% 10.86%
37% 6.34% 7.13% 7.92% 8.71% 9.50%
33% 5.97% 6.72% 7.47% 8.21% 8.96%
19% 4.93% 5.54% 6.16% 6.78% 7.39%

The yields listed are for illustration only and are not necessarily
representative of the Fund's yield. Although the Fund primarily invests in
securities the interest from which is exempt from both Federal and Maine state
income taxes, some of the Fund's investments may generate taxable income. An
investor's tax bracket will depend upon the investor's taxable income. The
figures set forth above do not reflect the Federal or Maine alternative minimum
taxes or any state or local income taxes other than Maine state personal income
taxes.

<PAGE>

The foregoing is only a summary of some of the important Federal and Maine
tax considerations generally affecting the Fund and its shareholders. There may
be other Federal, state or local tax considerations applicable to a particular
investor. Prospective investors are urged to consult their tax advisors.

7. OTHER INFORMATION

PERFORMANCE INFORMATION

The Fund's performance may be quoted in advertising in terms of yield or
total return. Both types are based on historical results and are not intended
to indicate future performance. The Fund's yield is a way of showing the rate
of income earned by the Fund as a percentage of the Fund's share price. Yield
is calculated by dividing the net investment income of the Fund for the stated
period by the average number of shares entitled to receive dividends and
expressing the result as an annualized percentage rate based on the Fund's share
price at the end of the period. The Fund may also quote tax equivalent yields,
which show the taxable yields a shareholder would have to earn to equal the
Fund's tax-free yields after taxes. A tax equivalent yield is calculated by
dividing the Fund's tax-free yield by one minus a stated Federal, state or
combined Federal and state tax rate. Total return refers to the average annual
compounded rates of return over some representative period that would equate an
initial amount invested at the beginning of a stated period to the ending
redeemable value of the investment, after giving effect to the reinvestment of
all dividends and distributions and deductions of expenses during the period.
The Fund also may advertise its total return over different periods of time on a
before-tax or after-tax basis or by means of aggregate, average, year by year,
or other types of total return figures. Because average annual returns tend to
smooth out variations in the Fund's returns, shareholders should recognize that
they are not the same as actual year-by-year results.

The Fund's advertisements may reference ratings and rankings among similar
funds by independent evaluators such as Morningstar, Lipper Analytical Services,
Inc. or IBC/Donoghue, Inc. In addition, the performance of the Fund may be
compared to recognized indices of market performance. The comparative material
found in the Fund's advertisements, sales literature or reports to shareholders
may contain performance ratings. These are not to be considered representative
or indicative of future performance.

BANKING LAW MATTERS

Banking laws and regulations generally permit a bank or bank affiliate to
purchase shares of an investment Trust as agent for and upon the order of a
customer and in the view of Forum would permit a bank or bank affiliate to serve
as a Processing Organization or perform sub-transfer agent or similar services
for the Trust and its shareholders. If a bank or bank affiliate were prohibited
from performing all or a part of the foregoing services, its shareholder
customers would be permitted to remain shareholders of the Trust and alternative
means for continuing to service them would be sought. It is not expected that
shareholders would suffer adverse financial consequences as a result of any
changes in bank or bank affiliate service arrangements.

DETERMINATION OF NET ASSET VALUE

The Trust determines the net asset value per share of the Fund as of 4:00
p.m., Eastern time, on each Fund Business Day by dividing the value of the
Fund's net assets (I.E., the value of its portfolio securities and other assets
less its liabilities) by the number of the Fund's shares outstanding at the time
the determination is made. Securities owned by the Fund for which market
quotations are readily available are valued at current market value, or, in
their absence, at fair value as determined by the Board.

THE TRUST AND ITS SHARES

<PAGE>

FUND STRUCTURE

The Fund may seek to achieve its objective by investing all of its
investable assets in a separate portfolio of a registered, open-end management
investment company with substantially the same investment objective and
policies as the Fund. This "Core and Gateway" fund structure is an arrangement
whereby one or more investment companies or other collective investment vehicles
that share investment objectives -- but offer their shares through distinct
distribution channels -- pool their assets by investing in a single investment
company having substantially the same investment objective and policies (a "Core
Portfolio"). This means that the only investment securities that will be held
by the Fund will be the Fund's interest in the Core Portfolio. This structure
would permit other collective investment vehicles to invest collectively in a
Core Portfolio, allowing for greater economies of scale in managing operations
of the single Core Portfolio. In the event the Fund invested all of its assets
in a Core Portfolio, its methods of operation and shareholder services would not
be materially affected by its investment in a corresponding Core Portfolio,
except that the assets of the Fund may be managed as part of a larger pool. If
the Fund invested all of its assets in a Core Portfolio, it would hold only
investment securities issued by the Core Portfolio; the Core Portfolio would
directly invest in individual securities of other issuers. The Fund would
otherwise continue its normal operation. The Board would retain the right to
withdraw the Fund's investments from the Core Portfolio at any time; the Fund
would then resume investing directly in individual securities of other issuers
or could re-invest all of its assets in another Core Portfolio.

The Board will authorize investing the Fund's assets in a Core Portfolio
only if it first determines that pooling is in the best interests of the Fund
and its shareholders. In determining whether to invest in a Core Portfolio, the
Board will consider, among other things, the opportunity to reduce costs and
achieve operational efficiencies. The Board will not authorize investment in a
Core Portfolio if it would materially increase costs to the Fund's shareholders,
unless, of course, there were perceived to be a corresponding increase in
benefits to shareholders.

Like the Fund, a Core Portfolio normally will not hold meetings of
investors except as required by the 1940 Act. Each investor in the Core
Portfolio will be entitled to vote in proportion to the relative value of its
interest in the Core Portfolio. On most issues subject to a vote of investors,
as required by the 1940 Act and other applicable law, the Fund will solicit
proxies from shareholders of the Fund and will vote its interest in the
Portfolio in proportion to the votes cast by its shareholders. If there are
other investors in the Portfolio, there can be no assurance that any issue that
receives a majority of the votes cast by the Fund's shareholders will receive a
majority of votes cast by all investors in the Portfolio.

<PAGE>

FORUM FUNDS, INC.

NEW HAMPSHIRE BOND FUND

ACCOUNT INFORMATION AND
SHAREHOLDER SERVICING:

Forum Financial Corp.
P.O. Box 446
Portland, Maine 04112
(207) 879-0001

PROSPECTUS
AUGUST 1, 1995

As Amended January 6, 1996

This Prospectus offers shares of New Hampshire Bond Fund (the "Fund"), a non-
diversified series of Forum Funds (the "Trust"), an open-end, management
investment company.

NEW HAMPSHIRE BOND FUND seeks to provide shareholders with a
high level of current income exempt from both Federal income
taxes (other than the alternative minimum tax) and New
Hampshire state interest and dividends taxes. The Fund
invests principally in investment grade New Hampshire
municipal securities.

Shares of the Fund are offered to investors at a price equal to the next-
determined net asset value plus a maximum sales charge of 3.75% of the total
public offering price (3.90% of the net amount invested).

This Prospectus sets forth concisely the information concerning the Trust and
the Fund that a prospective investor should know before investing. The Trust
has filed with the Securities and Exchange Commission a Statement of Additional
Information dated August 1, 1995, as amended January 6, 1996, as may be further
amended from time to time (the "SAI"), which contains more detailed information
about the Trust and the Fund and which is incorporated into this Prospectus by
reference. The SAI is available without charge by contacting the Trust at the
address listed above.

Investors should read this Prospectus and retain it for future reference.

Shares of the Fund are offered only to
residents of the State of New Hampshire.

<PAGE>

1. PROSPECTUS SUMMARY

HIGHLIGHTS OF THE FUND

FUND OBJECTIVE AND POLICIES

FUND MANAGEMENT

The executive offices of the Fund's investment adviser, Forum Advisors, Inc.
(the "Adviser"), are located at Two Portland Square, Portland, Maine 04101. The
manager of the Trust and distributor of its shares is Forum Financial Services,
Inc. ("Forum"). Forum Financial Corp. (the "Transfer Agent"), Two Portland
Square, Portland, Maine 04101, serves as the Trust's transfer agent, dividend
disbursing agent and shareholder servicing agent. See "Management."

PURCHASES AND REDEMPTIONS

EXCHANGE PROGRAM

Shareholders of the Fund may exchange their shares without charge for the
shares of certain other funds of the Trust. See "Purchases and Redemptions of
Shares - Exchanges."

DIVIDENDS

Dividends of net investment income are declared daily and paid monthly by the
Fund and are reinvested in Fund shares unless a shareholder elects to have them
paid in cash. It is anticipated that all of the dividends paid by the Fund will
be exempt from Federal income tax and from New Hampshire state interest and
dividends taxes. See "Dividends and Tax Matters."

CERTAIN RISK FACTORS

There can be no assurance that the Fund will achieve its investment
objective. The Fund's net asset value will fluctuate as the value of the Fund's
portfolio securities changes and will tend to vary inversely with movements in
interest rates. The Fund is non-diversified and, therefore, has greater freedom
to concentrate its investments than if it were diversified. The Fund invests
principally in the securities of New Hampshire municipal issuers, which entails
more risk than if the Fund were to invest in issuers with greater geographic
diversity. See "Investment Objective and Policies - Certain Risk Factors."

EXPENSES OF INVESTING IN THE FUND

The purpose of the following table is to assist investors in understanding the
various expenses that an investor in the Fund will bear directly or indirectly.

SHAREHOLDER TRANSACTION EXPENSES

Maximum sales charge imposed on purchases
(as a percentage of public offering price). . . . . . 3.75%
Exchange Fee . . . . . . . . . . . . . . . . . . . . . None

<PAGE>

ANNUAL FUND OPERATING EXPENSES (1)
(as a percentage of average net assets)
Management Fees (2). . . . . . . . . . . . . . . . . . 0.40%
(after fee waivers
12b-1 Fees . . . . . . . . . . . . . . . . . . . . . . None
Other Expenses . . . . . . . . . . . . . . . . . . . . 0.20%

(after reimbursements and fee waivers)

Total Fund Operating Expenses. . . . . . . . . . . . . 0.60%

(1) The amounts of expenses are based on estimated amounts for the Fund's
current fiscal year ending March 31, 1996; actual expenses for the Fund's fiscal
year ended March 31, 1995 were 0.46%. Absent estimated expense reimbursements
and fee waivers, the expenses of the Fund would have been: Management Fees,
0.70%; Other Expenses, 1.49%; and Total Fund Operating Expenses, 2.19%. For a
further description of the various expenses incurred in the operation of the
Fund, see "Management."

(2) Includes the Adviser's investment advisory fee and Forum's management fee.

EXAMPLE

2. FINANCIAL HIGHLIGHTS

The following information represents selected data for a single share
outstanding of the Fund. The information with respect to the Fund's fiscal
years ended March 31st has been audited in connection with an audit of the
Fund's financial statements by Deloitte & Touche LLP, independent auditors. The
information with respect to the period ended September 30, 1995 is unaudited.
The financial statements and independent auditors' report thereon for the fiscal
years ended March 31st are incorporated by reference into the SAI. The Fund's
annual report to shareholders may be obtained from the Trust without charge.

Six Months Year Ended
Ended March 31,
September 30, --------------------------------------
1995 1995 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Beginning Net Asset Value per Share $10.08 $9.96 $10.01 $10.00
------ ----- ------ ------
Net Investment Income 0.24 0.49 0.51 0.12
Net Realized and Unrealized Gain
(Loss) on Securities 0.28 0.12 (0.03) 0.01
Dividends from Net Investment Income (0.24) (0.49) (0.51) (0.12)
Distributions from Net Realized Gains -- -- (0.02) --
------ ----- ------ ------
Ending Net Asset Value per Share $10.36 $10.08 $9.96 $10.01
------ ----- ------ ------
------ ----- ------ ------
Ratios to Average Net Assets:
Expenses (2) 0.60%(3) 0.46% 0.34% 0.50%(3)
Net Investment Income 4.73%(3) 4.95% 4.68% 4.96%(3)
Total Return 5.24% 6.32% 4.75% 5.55%
Portfolio Turnover Rate 15.36% 37.59% 9.60% --

<PAGE>

<S> <C> <C> <C> <C>
Net Assets at the End of Period (000's Omitted) $5,742 $5,276 $3,555 $442

(1) The Fund commenced operations on December 31, 1992.

(2) During the periods, various fees and expenses were waived and
reimbursed, respectively. Had these waivers and reimbursements
not occurred, the ratio of expenses to average net assets would
have been:
2.25%(3) 2.19% 4.33% 30.85%(3)

(3) Annualized.

</TABLE>

3. INVESTMENT OBJECTIVE AND POLICIES

<PAGE>

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide shareholders with a high
level of current income exempt from both Federal income taxes (other than the
alternative minimum tax) and New Hampshire state interest and dividends taxes.
The Fund anticipates that all of its income will be exempt from New Hampshire
state interest and dividends taxes and that a substantial portion of its income
will be exempt from New Hampshire state business profits taxes. There can be no
assurance that the Fund will achieve its investment objective. The Fund may seek
to achieve its objective by holding, as its only investment securities, the
securities of an investment company having substantially the same investment
objective and policies as the Fund. "Other Information -- Fund Structure."
Additional information concerning the investment policies of the Fund, including
additional fundamental policies, is contained in the SAI.

INVESTMENT POLICIES

The Fund pursues its objective by investing principally in investment grade
debt obligations issued by the state of New Hampshire and its political
subdivisions, duly constituted authorities and corporations. These securities
are generally known as "municipal securities" and include municipal bonds, notes
and leases. It is anticipated that under normal circumstances substantially all
of the Fund's assets will be invested in municipal securities the interest on
which is exempt from New Hampshire state interest and dividends taxes and
Federal income taxes except when received by a shareholder in a taxable year for
which he will be subject to the Federal alternative minimum tax ("AMT"). The
Fund may also invest in United States government instruments the interest on
which is exempt from New Hampshire state interest and dividends taxes.

The yields of municipal securities depend on, among other things,
conditions in the municipal securities markets and fixed income markets
generally, the size of a particular offering, the maturity of the obligation,
and the rating of the issue. New Hampshire municipal securities may have yields
slightly less than the municipal obligations of issuers located in other states
because of the New Hampshire state interest and dividends tax exemption.

Municipal securities also include securities issued by Puerto Rico, other
United States territories or possessions and their subdivisions, authorities and
corporations the income from which is not subject to Federal income tax or New
Hampshire state interest and dividends taxes. The Fund may invest up to 25% of
its total assets in these securities.

40
<PAGE>

the AMT. See "Dividends and Tax Matters." Because interest income on
securities subject to the AMT is taxable to certain investors, it is expected,
although there can be no guarantee, that these municipal securities generally
will provide somewhat higher yields than other municipal securities of
comparable quality and maturity that are not subject to the AMT.

CREDIT MATTERS. Normally, at least 80% of the Fund's total assets will be
invested in municipal bonds rated at the time of purchase within the four
highest rating categories assigned by a nationally recognized statistical rating
organization ("NRSRO") such as Moody's Investors Service, Inc. ("Moody's") (Aaa,
Aa, A and Baa), Standard & Poor's Corporation ("S&P") (AAA, AA, A and BBB) or
Fitch Investors Service, Inc. ("Fitch") (AAA, AA, A and BBB) or which are
unrated and determined by the Adviser to be of comparable quality. Securities
in these ratings are generally considered to be investment grade securities,
although Moody's indicates that municipal securities rated Baa have speculative
characteristics. Unrated securities may not be as actively traded as rated
securities. A further description of the ratings used by Moody's, S&P and Fitch
is included in the SAI. The Fund may invest up to 20% of its total assets in
municipal bonds rated in the fifth or sixth highest rating category by an NRSRO
or which are unrated and determined by the Adviser to be of comparable quality.
These securities are not considered to be investment grade and have speculative
or predominantly speculative characteristics. The Fund only invests in
municipal notes and other short-term municipal obligations in the two highest
rating categories assigned by an NRSRO or which are unrated and determined by
the Adviser to be of comparable quality. The Fund may retain securities whose
rating has been lowered below the lowest permissible rating category (or that
are unrated and determined by the Advisor to be of comparable quality) only if
the Adviser determines that retaining the security is in the best interests of
the Fund.

A non-rated municipal security will be considered for investment by the
Fund when the Adviser believes that the financial condition of the issuer of the
obligation and the protection afforded by the terms of the obligation itself
limit the risk to the Fund to a degree comparable to that of rated securities in
which the Fund may invest. During its last fiscal year, the Fund had 99% of its
average annual assets in securities rated by Moody's or S&P and 1% of its
average annual assets in unrated investments, including cash and cash
equivalents. For that year the Fund had the following percentages of its
average annual net assets invested in rated securities: Aaa/AAA-35.3%, Aa/AA-
30.7%, A/A-21.7%, Baa/BBB-10.8%. For this purpose, securities with different
ratings from Moody's and S&P were assigned the higher rating. This information
reflects the average month end composition of the Fund's assets for the Fund's
last fiscal year and is not necessarily representative of the Fund as of the end
of last year, the current fiscal year or any other time.

MUNICIPAL BONDS. Municipal bonds, which are intended to meet longer term
capital needs, can be classified as either "general obligation" or "revenue"
bonds. General obligation bonds are secured by a municipality's pledge of its
full faith, credit and taxing power for the payment of principal and interest.
Revenue bonds are generally payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from the proceeds
of a special excise or other tax, but not from general tax revenues. Municipal
bonds also include private activity bonds ("PABs"), which are bonds issued by or
on behalf of public authorities to finance various privately operated
facilities. PABs are in most cases revenue bonds. The payment of the principal
and interest on these bonds is dependent solely on the ability of an initial or
subsequent user of the facilities financed by the bonds to meet its financial
obligations and the pledge, if any, of real and personal property financed by
the bond as security for payment. The Fund will acquire only PABs whose
interest payments, in the opinion of the issuer's counsel, are exempt from
Federal income tax (other than the AMT) and New Hampshire state interest and
dividends taxation.

MUNICIPAL NOTES AND LEASES. Municipal notes, which may be either "general
obligation" or "revenue" securities, are intended to fulfill short-term capital
needs and generally have original maturities of 397 days or less. They include
tax anticipation notes, revenue anticipation notes, bond anticipation notes,
construction loan notes and tax-exempt commercial paper. Municipal leases and
installment purchase or conditional sale contracts (which normally provide for
title to the leased assets to pass eventually to the government lessee) are a
means for governmental issuers to acquire property and equipment without meeting
constitutional or statutory requirements for issuance of long-term debt.
Municipal leases frequently have special risks not normally associated with
general obligation or revenue bonds or notes as described in the SAI.

41
<PAGE>

VARIABLE AND FLOATING RATE SECURITIES. The securities in which the Fund
invests may have variable or floating rates of interest. These securities pay
interest at rates that are adjusted periodically according to a specified
formula, usually with reference to some interest rate index or market interest
rate (the "underlying index"). The interest paid on these securities is a
function primarily of the underlying index upon which the interest rate
adjustments are based. Such adjustments minimize changes in the market value of
the obligation and, accordingly, enhance the ability of the Fund to maintain a
stable net asset value. Similar to fixed rate debt instruments, variable and
floating rate instruments are subject to changes in value based on changes in
market interest rates or changes in the issuer's creditworthiness. The rate of
interest on securities purchased by a Fund may be tied to various rates of
interest or index.

PARTICIPATION INTERESTS. The Fund may purchase participation interests in
municipal securities that are owned by banks or other financial institutions.
Participation interests carry a demand feature backed by a letter of credit or
guarantee of the bank or other institution permitting the holder to tender them
back to the bank or institution. The Fund will only purchase participation
interests from Federal Deposit Insurance Corporation ("FDIC") insured banks
having total assets of more than one billion dollars or from other financial
institutions whose long-term debt securities are rated within the two highest
rating categories of an NRSRO (or are unrated and determined by the Adviser to
be of comparable quality). Prior to purchasing any participation interest, the
Fund will obtain appropriate assurances from counsel retained by the Trust that
the interest earned by the Fund from the obligations in which it holds
participation interests is exempt from Federal income and New Hampshire state
interest and dividends taxes.

STAND-BY COMMITMENTS. The Fund may purchase municipal securities together
with the right to resell them to the seller at an agreed-upon price or yield
within specified periods prior to their maturity dates. These rights to resell
are commonly known as "stand-by commitments." The aggregate price which the
Fund pays for securities with a stand-by commitment may be higher than the price
which otherwise would be paid. The primary purpose of this practice is to
permit the Fund to be as fully invested as practicable in municipal securities
while preserving the necessary flexibility and liquidity to meet unanticipated
redemptions. The Fund will enter into stand-by commitments only with banks or
municipal securities dealers that in the opinion of the Adviser present minimal
credit risks. The value of a stand-by commitment is dependent on the ability of
the writer to meet its repurchase obligation.

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<PAGE>

CERTAIN RISK FACTORS

GEOGRAPHIC CONCENTRATION. Because the Fund invests principally in New
Hampshire municipal securities, the Fund is more susceptible to factors
adversely affecting issuers of those municipal securities than would be a
comparable municipal securities portfolio having a lesser degree of geographic
concentration. These risks arise from the financial condition of the state of
New Hampshire and its political subdivisions. To the extent state or local
governmental entities are unable to meet their financial obligations, the income
derived by the Fund, its ability to preserve or realize appreciation of its
portfolio assets or its liquidity could be impaired.

To the extent the Fund's investments are primarily concentrated in issuers
located in New Hampshire, the value of the Fund's shares may be especially
affected by factors pertaining to New Hampshire's economy and other factors
specifically affecting the ability of issuers in New Hampshire to meet their
obligations. As a result, the value of the Fund's assets may fluctuate more
widely than the value of shares of a portfolio investing in securities relating
to a number of different states. The ability of state, county or local
governments and quasi-governmental agencies to meet their obligations will
depend primarily on the availability of tax and other revenues to those
governments and on their fiscal conditions generally. The amounts of tax and
other revenues available to governmental issuers may be affected from time to
time by economic, political and demographic conditions within their state. In
addition, constitutional or statutory restrictions may limit a government's
power to raise revenues or increase taxes. The availability of Federal, state
and local aid to governmental issuers may also affect their ability to meet
obligations. Payments of principal of and interest on private activity
securities will depend on the economic condition of the facility or specific
revenue source from whose revenues the payments will be made, which in turn
could be affected by economic, political or demographic conditions in the state.

INFORMATION CONCERNING THE STATE OF NEW HAMPSHIRE. The major NRSROs have
rated recent New Hampshire general obligation or State-guaranteed bond issues as
follows: Moody's - Aa (revised from Aa1 in November 1991); S&P - AA (stable);
Fitch - AA (revised from AA+ in November 1991). Moody's rating revision cited
economic weakness translating into financial difficulties exacerbated by
economic sensitivity of State government revenues, offset by expenditure and
debt policies which remain conservative. Fitch noted similar issues regarding
State government revenues, but noted that the State had acted consistently to
combat adverse trends and the State's debt position continues to be excellent.
A recent bond issue by the New Hampshire Municipal Bond Bank without State
guarantee has been separately rated A1 by Moody's (stable) and A by S&P
(stable). Bond ratings of individual municipalities in New Hampshire vary in
accordance with rating agencies' estimates of the issuer's relative financial
strength and ability to support debt service. There can be no assurance that
New Hampshire general obligations or the securities of any New Hampshire
political subdivision, authority or corporation owned by the Fund will be rated
in any category or will not be downgraded by an NRSRO. Further information
concerning the State of New Hampshire is contained in the SAI.

ADDITIONAL INVESTMENT POLICIES

The Fund's investment objective and certain investment limitations
described in the SAI may not be changed without approval of the holders of a
majority of the Fund's outstanding voting securities. A majority of the Fund's
outstanding voting securities means the lesser of 67% of the shares of the Fund

43
<PAGE>

present or represented at a shareholders meeting at which the holders of more
than 50% of the shares are present or represented, or more than 50% of the total
outstanding shares of the Fund. Except as otherwise indicated, investment
policies of the Fund are not fundamental and may be changed by the Board of
Directors of the Trust (the "Board") without shareholder approval. A further
description of the Fund's investment policies is contained in the SAI.

TEMPORARY DEFENSIVE POSITION. When business or financial conditions
warrant, for example, when issues of sufficient quality and liquidity are not
available, the Fund may assume a temporary defensive position and invest without
limit in cash and short-term U.S. Government securities. During periods when
and to the extent that the Fund has assumed a temporary defensive position, it
will not be pursuing its investment objective and shareholders may be subject to
Federal and New Hampshire tax on a portion of their income dividends received
from the Fund.

PORTFOLIO TURNOVER. The frequency of portfolio transactions of the Fund
(the portfolio turnover rate) will vary from year to year depending on market
conditions. From time to time the Fund may engage in active short-term trading
to benefit from yield disparities among different issues of debt securities, to
seek short-term profits during periods of fluctuating interest rates, or for
other reasons. This type of trading will increase the Fund's portfolio turnover
rate and transaction costs and may increase the Fund's capital gains, which are
not Federally tax-exempt when distributed to shareholders. The Adviser weighs
the anticipated benefits of short-term investments against these consequences.
The Fund's portfolio turnover rate is reported under "Financial Highlights."

44
<PAGE>

4. MANAGEMENT

MANAGER AND DISTRIBUTOR

ADVISER

SHAREHOLDER SERVICING

Shareholder inquiries and communications concerning the Fund may be
directed to the Transfer Agent. The Transfer Agent acts as the Fund's transfer
agent and dividend disbursing agent. The Transfer Agent maintains an account
for each shareholder of the Fund (unless such accounts are maintained by sub-
transfer agents or processing agents) and performs other transfer agency and
shareholder related functions. For these services, the Transfer Agent receives
a fee computed and paid monthly at an annual rate of 0.25% of the Fund's average
daily net assets.

The Transfer Agent is authorized to subcontract any or all of its functions
to one or more qualified sub-transfer agents or processing agents, which may be
processing organizations (as described under "Purchases and Redemptions of
Shares - Purchases and Redemptions Through Financial Institutions") Forum or
affiliates of Forum, who agree to comply with the terms of the Transfer Agency
Agreement. The Transfer Agent may pay those agents for their services, but no
such payment will increase the Transfer Agent's compensation from the Trust. In
addition, the Transfer Agent performs portfolio accounting services for the
Fund, including determination of the Fund's net asset value per share, pursuant
to a separate agreement with the Trust.

45
<PAGE>

EXPENSES OF THE TRUST

The Fund's expenses comprise Trust expenses attributable to the Fund which
are charged to the Fund, and expenses not attributable to a particular fund of
the Trust which are allocated among the Fund and all other funds of the Trust in
proportion to their average net assets. Subject to the obligation of the
Adviser to reimburse the Trust for the excess expenses of the Fund, the Trust
pays for all of its expenses. The Adviser, Forum and the Transfer Agent, in
their sole discretion, may waive all or any portion of their respective fees,
which are accrued daily and paid monthly. Any such waiver, which could be
discontinued at any time, would have the effect of increasing the Fund's
performance for the period during which the waiver was in effect and would not
be recouped at a later date.

5. PURCHASES AND REDEMPTIONS
OF SHARES

GENERAL INFORMATION

REDEMPTIONS. Fund shares may be redeemed without charge at their net
asset value on any Fund Business Day. There is no minimum period of
investment and no restriction on the frequency of redemptions. Fund shares
are redeemed as of the next determination of the Fund's net asset value
following acceptance by the Transfer Agent of the redemption order in proper
form (and any supporting documentation which the Transfer Agent may require).
Shares redeemed are not entitled to receive dividends edclared after the day
on which the redemption becomes effective.

46
<PAGE>

shareholder is redeeming more than $250,000 or 1% of the Fund's total net
assets, whichever is less, during any 90-day period.

PURCHASE AND REDEMPTION PROCEDURES

INITIAL PURCHASE OF SHARES

There is a $5,000 minimum for initial investments in the Fund.

First National Bank of Boston
Boston, Massachusetts
ABA# 011000390
For Credit To: Forum Financial Corp.
Account #: 541-54171
Re: New Hampshire Bond Fund
Account #:
Account Name:

SUBSEQUENT PURCHASES OF SHARES

47
<PAGE>

amounts of $250 or more to be debited from their bank account and invested in
the Fund monthly or quarterly. Shareholders may terminate their automatic
investments or change the amount to be invested at any time by written
notification to the Transfer Agent.

REDEMPTION OF SHARES

BY BANK WIRE. For redemptions of more than $5,000, a shareholder that has
elected wire redemption privileges may request the Fund to transmit the
redemption proceeds by Federal Funds wire to a bank account designated on the
shareholder's account application. To request bank wire redemptions by
telephone, the shareholder also must have elected the telephone redemption
privilege. Redemption proceeds are transmitted by wire on the day after the
redemption request in proper form is received by the Transfer Agent.

EXCHANGES

48
<PAGE>

BY MAIL. Exchanges may be accomplished by written instructions to the
Transfer Agent accompanied by any stock certificate that may have been issued to
the shareholder. All written requests for exchanges must be signed by the
shareholder (a signature guarantee is not required) and all certificates
submitted for exchange must be endorsed by the shareholder with signature
guaranteed.

PURCHASES AND REDEMPTIONS THROUGH
FINANCIAL INSTITUTIONS

SALES CHARGES

49
<PAGE>

SALES CHARGE
AS % OF

PUBLIC NET
OFFERING ASSET DEALERS'
AMOUNT OF PURCHASE PRICE ____ VALUE* REALLOWANCE

*Rounded to the nearest one-hundredth percent.

REDUCED SALES CHARGES

50
<PAGE>

6. DIVIDENDS AND TAX MATTERS

DIVIDENDS

Dividends of the Fund's net investment income are declared daily and paid
monthly. Dividends of net capital gain, if any, realized by the Fund are
distributed annually.

TAXES

FEDERAL TAXES. The Fund intends to continue to qualify for each fiscal
year to be taxed as a "regulated investment trust" under the Internal Revenue
Code of 1986. As such, the Fund will not be liable for Federal income taxes on
the net investment income and net capital gain distributed to its shareholders.
Because the Fund intends to distribute all of its net investment income and net
capital gain each year, the Fund should avoid all Federal income and excise
taxes.

Shareholders generally will not be subject to Federal income tax on
dividends paid by the Fund out of tax-exempt interest income earned by the Fund
("exempt-interest dividends"), assuming certain requirements are met by the
Fund. Substantially all of the dividends paid by the Fund are anticipated to be
exempt from Federal income taxes.

Dividends paid by the Fund out of its taxable net investment income
(including any realized net short-term capital gain) are taxable to shareholders
as ordinary income for Federal tax purposes. Distributions by the Fund of
realized net long-term capital gain, if any, are taxable to shareholders as
long-term capital gain, regardless of the length of time the shareholder may
have held shares in the Fund. If Fund shares are sold at a loss after being
held for six months or less, the loss will be disallowed to the extent of any
exempt-interest dividends received on those shares and will be treated as long-
term capital loss to the extent of any long-term capital gain distribution
received on those shares.

51
<PAGE>

Any capital gain distribution received by a shareholder reduces the net
asset value of the shareholder's shares by the amount of the distribution. To
the extent that capital gain was accrued by the Fund before the shareholder
purchased shares, the distribution would be in effect a return of capital to the
shareholder. For Federal income tax purposes, however, capital gain
distributions, including those that operate as a return of capital, are taxable
to the shareholder receiving them.

Interest on indebtedness incurred by shareholders to purchase or carry
shares of the Fund generally is not deductible for Federal income tax purposes.

NEW HAMPSHIRE TAXES. Substantially all of the dividends paid by the Fund
are anticipated to be exempt from New Hampshire interest and dividends taxes.
The New Hampshire interest and dividends tax applies to that portion of a
dividend paid out of the Fund's taxable ordinary income (but not short-term
capital gain). In addition, it is anticipated that a substantial amount of the
dividends paid by the Fund will be exempt from New Hampshire business profits
taxes.

Shareholders who are individuals, resident in New Hampshire, will not be
subject to the New Hampshire interest and dividends or business profits tax on
dividends paid by the Fund, provided the Fund invests solely in New Hampshire
tax-exempt municipal securities or United States government obligations. If the
Fund invests in any other form of investment, then the entire amount of all of
the Fund's dividends (other than capital gain distributions) will be subject to
the interest and dividends tax.

Shareholders who are partnerships, associations or trusts, the beneficial
interest in which is not represented by transferable shares, and fiduciaries
deriving their appointment from a New Hampshire court, will generally be subject
to the same interest and dividends tax rules as shareholders who are individuals
resident in New Hampshire. Special interest and dividends tax rules will apply
to dividends received by trusts, estates, partnerships, and "S" corporations and
their beneficiaries or owners, if the entity or some of its beneficiaries or
owners are not resident in the state of New Hampshire. Shareholders to whom
these rules might apply should consult a tax advisor knowledgeable in the field
of New Hampshire state taxation.

Shareholders who are partnerships, associations or trusts the beneficial
interest in which is represented by transferable shares, are not subject to the
New Hampshire interest and dividends tax. If, however, such an organization is
engaged in business activity within the state, then it will be subject to the
New Hampshire business profits tax on all income earned by it in New Hampshire.
Taxable business profits for this purpose will include all dividends paid by the
Fund to the business organization, except that portion of a dividend that is
attributable to interest on Fund investments in notes, bonds, or other
securities of the United States. Thus, dividends representing income earned by
the Fund on its investment in New Hampshire municipal securities, and short- and
long-term capital gains, will be fully taxable under the New Hampshire business
profits tax.

OTHER TAX MATTERS. The Fund may be required by Federal law to withhold 31%
of reportable payments (which may include taxable dividends, capital gain
distributions and redemption proceeds) paid to individuals and certain other
non-corporate shareholders. Withholding is not required if a shareholder
certifies that the shareholder's social security or tax identification number
provided to the Fund is correct and that the shareholder is not subject to
backup withholding.

Reports containing appropriate information with respect to the Federal and
New Hampshire tax status of dividends and distributions paid during the year by
the Fund will be mailed to shareholders shortly after the close of each year.
This includes a statement advising each shareholder of the portion of total
dividends paid into the shareholder's account that is exempt from Federal income
tax and that is derived from New Hampshire municipal securities and from other
sources. These portions are determined for the entire year and on a monthly
basis and, thus, are an annual or monthly average, rather than a day-by-day
determination for each shareholder.

TAX-FREE INCOME VS. TAXABLE INCOME

The table below shows approximate equivalent taxable and tax-free yields at
various approximate combined marginal Federal income tax and New Hampshire
interest and dividends tax bracket rates. For example, an individual investor
in the 32% combined tax bracket for 1995 whose investments earn a 5% tax-free
yield would have to earn a 7.31% taxable yield to receive the same benefit.

52
<PAGE>

1995 COMBINED FEDERAL AND NEW HAMPSHIRE
TAXABLE VS. TAX-FREE YIELDS

Combined
Marginal
Federal and
New A Tax-Free Yield of
Hampshire 4.0% 4.5% 5.0% 5.5% 6.0%
Tax Bracket equals a taxable yield of approximately

40% 6.58% 7.40% 8.22% 9.05% 9.87%
34% 6.10% 6.86% 7.63% 8.39% 9.15%
32% 5.85% 6.58% 7.31% 8.04% 8.77%
19% 4.95% 5.57% 6.19% 6.81% 7.43%

The yields listed are for illustration only and are not necessarily
representative of the Fund's yield. Although the Fund primarily invests in
securities the interest from which is exempt from both Federal and New Hampshire
state taxes, some of the Fund's investments may generate Federal taxable income
or capital gain. An investor's tax bracket will depend upon the investor's
taxable income. The figures set forth above do not reflect the Federal
alternative minimum taxes or any state or local income taxes other than New
Hampshire interest and dividends taxes.

The foregoing is only a summary of some of the important Federal and New
Hampshire tax considerations generally affecting the Fund and its shareholders.
There may be other Federal, state or local tax considerations applicable to a
particular investor. Prospective investors are urged to consult their tax
advisors.

7. OTHER INFORMATION

PERFORMANCE INFORMATION

The Fund's advertisements may reference ratings and rankings among similar
funds by independent evaluators such as Morningstar, Lipper Analytical Services,
Inc. or IBC/Donoghue, Inc. In addition, the performance of the Fund may be
compared to recognized indices of market performance. The comparative material
found in the Fund's advertisements, sales literature or reports to shareholders
may contain performance ratings. These are not to be considered representative
or indicative of future performance.

BANKING LAW MATTERS

Banking laws and regulations generally permit a bank or bank affiliate to
purchase shares of an investment trust as agent for and upon the order of a
customer and in the view of Forum would permit a

53
<PAGE>

bank or bank affiliate to serve as a Processing Organization or perform
sub-transfer agent or similar services for the Trust and its shareholders. If a
bank or bank affiliate were prohibited from performing all or a part of the
foregoing services, its shareholder customers would be permitted to remain
shareholders of the Trust and alternative means for continuing to service them
would be sought. It is not expected that shareholders would suffer adverse
financial consequences as a result of any changes in bank or bank affiliate
service arrangements.

DETERMINATION OF NET ASSET VALUE

The Trust determines the net asset value per share of the Fund as of 4:00
p.m., Eastern time, on each Fund Business Day by dividing the value of the
Fund's net assets (i.e., the value of its portfolio securities and other assets
less its liabilities) by the number of the Fund's shares outstanding at the time
the determination is made. Securities owned by the Fund for which market
quotations are readily available are valued at current market value, or, in
their absence, at fair value as determined by the Board.

THE TRUST AND ITS SHARES

FUND STRUCTURE

The Fund may seek to achieve its objective by investing all of its
investable assets in a separate portfolio of a registered, open-end management
investment company with substantially the same investment objective and
policies as the Fund. This "Core and Gateway" fund structure is an arrangement
whereby one or more investment companies or other collective investment vehicles
that share investment objectives " but offer their shares through distinct
distribution channels " pool their assets by investing in a single investment
company having substantially the same investment objective and policies (a "Core
Portfolio"). This means that the only investment securities that will be held
by the Fund will be the Fund's interest in the Core Portfolio. This structure
would permit other collective investment vehicles to invest collectively in a
Core Portfolio, allowing for greater economies of scale in managing operations
of the single Core Portfolio. In the event the Fund invested all of its assets
in a Core Portfolio, its methods of operation and shareholder services would not
be materially affected by its investment in a corresponding Core Portfolio,
except that the assets of the Fund may be managed as part of a larger pool. If
the Fund invested all of its assets in a Core Portfolio, it would hold only
investment securities issued by the Core Portfolio; the Core Portfolio would
directly invest in individual securities of other issuers. The Fund would
otherwise continue its normal operation. The Board would retain the right to
withdraw the Fund's investments from the Core Portfolio at any time; the Fund
would then resume investing directly in individual securities of other issuers
or could re-invest all of its assets in another Core Portfolio.

54
<PAGE>

55
<PAGE>

FORUM FUNDS, INC.

INVESTORS BOND FUND
TAXSAVER BOND FUND

ACCOUNT INFORMATION AND
SHAREHOLDER SERVICING:

Forum Financial Corp.
P.O. Box 446
Portland, Maine 04112
(207) 879-0001

PROSPECTUS
August 1, 1995

As Amended January 5, 1996

This Prospectus offers shares of Investors Bond Fund and TaxSaver Bond Fund (the
"Funds"), each a non-diversified series of Forum Funds (the "Trust"), an open-
end, management investment company.

INVESTORS BOND FUND seeks to provide as high a level of
current income as is consistent with capital preservation
and prudent investment risk. The Fund invests primarily in
a portfolio of investment grade debt securities.

TAXSAVER BOND FUND seeks to provide shareholders with a high
level of current income exempt from Federal income tax. The
Fund invests principally in investment grade debt
obligations issued by the states, territories and
possessions of the United States and their political
subdivisions, agencies and instrumentalities.

Shares of the Funds are offered to investors at a price equal to the next
determined net asset value plus a maximum sales charge of 3.75% of the total
public offering price (3.90% of the net amount invested).

This Prospectus sets forth concisely the information concerning the Trust and
the Funds that a prospective investor should know before investing. The Trust
has filed with the Securities and Exchange Commission ("SEC") a Statement of
Additional Information dated August 1, 1995, as amended January 5, 1996, as may
be further amended from time to time (the "SAI"), which contains more detailed
information about the Trust and the Funds and which is incorporated into this
Prospectus by reference. The SAI is available without charge by contacting the
Trust at the address listed above.

Investors should read this Prospectus and retain it for future reference.

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<PAGE>

1. PROSPECTUS SUMMARY

HIGHLIGHTS OF THE FUND

INVESTMENT OBJECTIVES

The investment objective of INVESTORS BOND FUND is to provide as high a
level of current income as is consistent with capital preservation and prudent
investment risk. The Fund invests primarily in a portfolio of investment grade
debt securities. The investment objective of TAXSAVER BOND FUND is to provide
shareholders with a high level of current income exempt from Federal income tax.
The Fund invests principally in investment grade debt obligations issued by the
states, territories and possessions of the United States and their political
subdivisions, agencies and instrumentalities. See the "Investment Objectives
and Policies" sections.

FUND MANAGEMENT

The executive offices of the Funds' investment adviser, Forum Advisors,
Inc. (the "Adviser"), are located at Two Portland Square, Portland, Maine 04101.
The manager of the Trust and distributor of its shares is Forum Financial
Services, Inc. ("Forum"). Forum Financial Corp. (the "Transfer Agent"), Two
Portland Square, Portland, Maine 04101, serves as the Trust's transfer agent,
dividend disbursing agent and shareholder servicing agent. See "Management."

PURCHASES AND REDEMPTIONS

Shares of the Funds are offered at the next-determined net asset value per share
plus any applicable sales charge. The minimum initial investment is $5,000
($2,000 for IRAs; $2,500 for exchanges) and the minimum subsequent investment is
$500. Shares may be redeemed without charge. See "Purchases and Redemptions of
Shares."

EXCHANGE PROGRAM

Shareholders of the Funds may exchange their shares without charge for the
shares of certain other funds. See "Purchases and Redemptions of Shares -
Exchanges."

DIVIDENDS

Dividends of net investment income are declared daily and paid monthly by
each Fund and are reinvested in Fund shares unless a shareholder elects to have
them paid in cash. It is anticipated that substantially all of the dividends
paid by TaxSaver Bond Fund will be exempt from Federal income taxes, including
the Federal alternative minimum tax. See "Dividends and Tax Matters."

CERTAIN RISK FACTORS

There can be no assurance that either Fund will achieve its investment
objective. The Funds' net asset value will fluctuate as the value of the Fund's
portfolio securities change and will tend to vary inversely with movements in
interest rates. The Funds' investments in non- investment grade debt securities
entail certain risks. The Funds are non-diversified and, therefore, have
greater freedom to concentrate their investments than if they were diversified
funds. See "Investment Objectives and Policies" and "Certain Risk Factors."

EXPENSES OF INVESTING IN THE FUND

The purpose of the following table is to assist investors in understanding
the various expenses that an investor in a Fund will bear directly or
indirectly.

Investors TaxSaver
Bond Bond
Fund Fund
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on
purchases (as a percentage
of public offering price) 3.75% 3.75%

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<PAGE>

Exchange Fee None None
ANNUAL FUND OPERATING EXPENSES (1)
(as a percentage of average net assets)
Management Fees (2) 0.36% 0.04%
(after fee waivers)
12b-1 Fees None None
Other Expenses 0.39% 0.56%
(after reimbursements and fee waivers)
Total Fund Operating Expenses 0.75% 0.60%

(1) The amounts of expenses are based on amounts incurred by each Fund during
the Fund's most recent fiscal year ending March 31, 1995. Absent expense
reimbursements and fee waivers, the expenses of Investors Bond Fund and TaxSaver
Bond Fund, respectively, would have been: Management Fees, 0.70% and 0.70%;
Other Expenses, 0.63% and 0.75%; and Total Fund Operating Expenses, 1.33% and
1.45%. For a further description of the various expenses incurred in the
operation of the Fund, see "Management."

(2) Includes the Adviser's investment advisory fee and Forum's management fee.

EXAMPLE

1 Year 3 Years 5 Years 10 Years
Investors Bond Fund $45 $61 $78 $127
TaxSaver Bond Fund $43 $56 $70 $109

The example is based on the expenses listed in the table. The five percent
annual return is not predictive of and does not represent the Funds' projected
returns; rather, it is required by government regulation. THE EXAMPLE SHOULD
NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR RETURN. ACTUAL
EXPENSES AND RETURN MAY BE GREATER OR LESS THAN INDICATED.

2. FINANCIAL HIGHLIGHTS

The following information represents selected data for a single share
outstanding of Investors Bond Fund. The information with respect to the Fund's
fiscal years ended March 31st has been audited in connection with an audit of
the Fund's financial statements by Deloitte & Touche LLP, independent auditors.
The information with respect to the period ended September 30, 1995 is
unaudited. The financial statements and independent auditors' report thereon
for the fiscal years ended March 31st are incorporated by reference into the
SAI. The Fund's annual report to shareholders may be obtained from the Trust
without charge.

INVESTORS BOND FUND

Six Months Year Ended
Ended March 31,
September 30, -------------------------------------------------------
1995 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C>

Beginning Net Asset Value per Share $10.00 $10.38 $10.71 $10.43 $10.09 $9.82
------ ------ ------ ------ ------ -----
Net Investment Income 0.38 0.82 0.81 0.82 0.83 0.84
Net Realized and Unrealized Gain
(Loss) on Securities 0.13 (0.38) (0.30) 0.53 0.44 0.27
Dividends from Net Investment Income (0.38) (0.82) (0.81) (0.82) (0.93) (0.84)
Distributions from Net Realized Gains --- --- (0.03) (0.25) (0.10) ---
------ ------ ------ ------ ------ -----
Ending Net Asset Value per Share $10.13 $10.00 $10.38 $10.71 $10.43 $10.09
------ ------ ------ ------ ------ -----
------ ------ ------ ------ ------ -----
Ratios to Average Net Assets:
Expenses (1) 0.75%(2) 0.75% 0.75% 0.75% 0.70% 0.64%
Net Investment Income 7.41%(2) 8.19% 7.49% 7.71% 7.93% 8.44%

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<PAGE>

Total Return 5.12% 4.55% 4.70% 13.53% 12.91% 11.76%
Portfolio Turnover Rate 27.35% 48.17% 41.41% 193.21% 221.39% 73.32%
Net Assets at the End of Period (000's Omitted) $27,155 $25,890 $26,083 $26,832 $24,336 $19,132

</TABLE>

(1) During the periods, various fees and expenses were waived and
reimbursed, respectively. Had these waivers and reimbursements not
occurred, the ratio of expenses to average net assets would have been:
1.28%(2) 1.33% 1.31% 1.40% 1.51% 1.68%

(2) Annualized.

The following information represents selected data for a single share
outstanding of TaxSaver Bond Fund. The information with respect to the Fund's
fiscal years ended March 31st has been audited in connection with an audit of
the Fund's financial statements by Deloitte & Touche LLP, independent auditors.
The information with respect to the period ended September 30, 1995 is
unaudited. The financial statements and independent auditors' report thereon
for the fiscal years ended March 31st are incorporated by reference into the
SAI. The Fund's annual report to shareholders may be obtained from the Trust
without charge.

TAXSAVER BOND FUND

59
<PAGE>

Six Months Year Ended
Ended March 31,
September 30, -------------------------------------------------------
1995 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C>

Beginning Net Asset Value per Share $10.39 $10.35 $10.63 $10.26 $10.10 $ 9.97
------ ------ ------ ------ ------ ------
Net Investment Income 0.28 0.57 0.57 0.63 0.68 0.67
Net Realized and Unrealized Gain
(Loss) on Securities 0.17 0.04 (0.01) 0.49 0.20 0.13
Dividends from Net Investment Income (0.28) (0.57) (0.57) (0.63) (0.68) (0.67)
Distributions from Net Realized Gains --- --- (0.27) (0.12) (0.04) ---
------ ------ ------ ------ ------ ------
Ending Net Asset Value per Share $10.56 $10.39 $10.35 $10.63 $10.26 $10.10
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------
Ratios to Average Net Assets:
Expenses (2) 0.60%(3) 0.60% 0.60% 0.60% 0.55% 0.49%
Net Investment Income 5.39%(3) 5.62% 5.27% 5.98% 6.64% 6.69%
Total Return 4.41% 6.18% 5.24% 11.28% 8.95% 8.29%
Portfolio Turnover Rate 36.38% 63.85% 141.80% 240.36% 104.29% 54.62%
Net Assets at the End of Period (000's Omitted) $17,537 $16,018 $16,518 $16,580 $11,207 $9,998

</TABLE>

(2) Annualized.

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3. INVESTORS BOND FUND
INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE

The investment objective of Investors Bond Fund is to provide as high a
level of current income as is consistent with capital preservation and prudent
investment risk. Capital preservation means seeking to control the risk of
default and the risk of capital losses in a period of falling prices for debt
securities. There can be no assurance that the Fund will achieve its investment
objective. The Fund may seek to achieve its objective by holding, as its only
investment securities, the securities of an investment company having
substantially the same investment objective and policies as the Fund. "Other
Information " Fund Structure." Additional information concerning the
investment policies of the Fund, including additional fundamental policies, is
contained in the SAI.

INVESTMENT POLICIES

The Fund seeks to attain its investment objective by investing in a
portfolio consisting primarily of investment grade debt securities. The Fund
may invest in the following types of bonds and other debt securities:

(1) Debt securities which are rated in one of the four highest rating
categories by a nationally recognized statistical rating organization ("NRSRO")
such as Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's
Corporation ("S&P");

(2) Obligations issued or guaranteed as to principal and interest by the
United States Government or by any of its agencies or instrumentalities ("U.S.
Government Securities");

(3) Mortgage-backed and asset backed securities rated in one of the two
highest rating categories by a NRSRO;

(4) Commercial paper and other money market instruments rated in one of
the two highest rating categories by a NRSRO; and

(5) Banker's acceptances or negotiable certificates of deposit issued by
the commercial banks doing business in the United States that have, at the time
of investment, total assets in excess of one billion dollars and that are
insured by the Federal Deposit Insurance Corporation.

As a matter of fundamental policy the Fund will invest at least 90% of the
value of its total assets at the time of investment in the above types of
securities or in repurchase agreements covering those securities. In addition,
except during periods when the Fund assumes a temporary defensive position, the
Fund will invest at least 65% of the value of its total assets in the bonds
included in the first three categories listed above.

The Fund may invest up to 10% of the value of its total assets at the time
of investment in: (1) debt securities which are rated in the fifth highest
rating category by an NRSRO (for example, Ba by Moody's or BB by S&P); (2)
preferred stock which is rated in one of the five highest rating categories by a
NRSRO (for example, ba or above by Moody's or BB or above by S&P); and (3)
options and futures contracts.

Securities in the four highest rating categories are generally considered
to be investment grade, although Moody's indicates that securities rated Baa
have speculative characteristics. Debt securities and preferred stock rated in
the fifth highest rating category by Moody's and by S&P are not considered to be
investment grade, are high risk and have predominantly speculative
characteristics. See "Certain Risk Factors." The Fund may purchase unrated
securities which the Adviser believes to be of comparable quality to the rated
securities in which the Fund may invest. Unrated securities may not be as
actively traded as rated securities. An unrated security will be considered for
investment by the Fund when the Adviser believes that the financial condition of
the issuer of the obligation and the protection afforded by the terms of the
obligation itself limit the risk to the Fund to a degree comparable to that of
rated securities in which the Fund may invest.

During its last fiscal year, the Fund had 61% of its average annual assets
in securities rated by Moody's or S&P and 39% of its average annual assets in
unrated investments, including cash and cash equivalents. For that year the
Fund had the following percentages of its average annual net assets invested

61
<PAGE>

in rated securities: Aaa/AAA-2.7%, Aa/AA-7.8%, A/A-12.9%, Baa/BBB-21.5%, Ba/BB-
14.3% and B/B-1.5%. Securities with different ratings from Moody's and S&P were
assigned the higher rating. This information reflects the average month end
composition of the assets for the Fund's last fiscal year and is not necessarily
representative of the Fund as of the end of last year, the current fiscal year
or any other time.

In general, the longer the maturity of a security, the higher the rate of
interest it pays. However, a longer average maturity is generally associated
with a higher level of volatility in the market value of a security. The
average maturity of the Fund's portfolio will vary depending on anticipated
market conditions. It is anticipated that the Fund will invest in debt
obligations with maturities ranging from short-term (including overnight) to 30
years, and that the Fund's portfolio of securities will have an average weighted
maturity of between five and 20 years.

CORPORATE DEBT SECURITIES. In selecting corporate debt securities for the
Fund, the Adviser reviews and monitors the creditworthiness of each issuer and
issue. Interest rate trends and specific developments which may affect
individual issuers will also be analyzed. In addition to the debt securities of
domestic corporations, the Fund may invest in debt securities registered and
sold in the United States by foreign issuers (Yankee Bonds) and those sold
outside the United States by foreign or U.S. issuers (Eurobonds). The Fund
restricts its purchases of these securities to issues denominated and payable in
United States dollars. All obligations of non-U.S. issuers purchased by the
Fund will be issued or guaranteed by a sovereign government, by a supranational
agency whose members are sovereign governments, or by a U.S. issuer in whose
debt securities the Fund could invest.

U.S. GOVERNMENT SECURITIES. The U.S. Government Securities in which the
Fund may invest include direct obligations of the U.S. Treasury (such as
Treasury bills and notes) and other securities backed by the full faith and
credit of the U.S. Government, such as those issued by the Government National
Mortgage Association ("GNMA"). The Fund may also invest in U.S. Government
Securities that have lesser degrees of government backing. For instance, the
Fund may purchase obligations of the of the Federal National Mortgage
Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC")
(which are supported by the right of the issuer to borrow from the Treasury
under certain circumstances) and obligations of the Student Loan Marketing
Association and the Federal Home Loan Banks (which are supported only by the
credit of the agency or instrumentality). There is no guarantee that the U.S.
Government will support securities not backed by its full faith and credit and,
accordingly, these securities may involve more risk than other U.S. Government
Securities.

MORTGAGE-BACKED SECURITIES. The Adviser anticipates that up to 50% of the
value of the Fund's total assets may be invested in mortgage-backed securities.
Mortgage-backed securities represent an interest in a pool of mortgages
originated by lenders such as commercial banks, savings associations and
mortgage bankers and brokers. Mortgage-backed securities may be issued by
governmental or government-related entities or by non-governmental entities such
as special purpose trusts created by banks, savings associations, private
mortgage insurance companies or mortgage bankers.

Interests in mortgage-backed securities differ from other forms of debt
securities, which normally provide for periodic payment of interest in fixed
amounts with principal payments at maturity or on specified call dates. In
contrast, mortgage-backed securities provide monthly payments which consist of
interest and, in most cases, principal. In effect, these payments are a "pass-
through" of the monthly payments made by the individual borrowers on their
mortgage loans, net of any fees paid to the issuer or guarantor of the
securities or a mortgage loan servicer. Additional payments to holders of these
securities are caused by prepayments resulting from the sale or foreclosure of
the underlying property or refinancing of the underlying loans.

UNDERLYING MORTGAGES. Pools of mortgages consist of whole mortgage loans
or participations in mortgage loans. The majority of these loans are made to
purchasers of 1-4 family homes, but may be made to purchasers of mobile homes or
other real estate interests. The terms and characteristics of the mortgage
instruments are generally uniform within a pool but may vary among pools. For
example, in addition to fixed-rate, fixed-term mortgages, the Fund may purchase
pools of variable rate mortgages, growing equity mortgages, graduated payment
mortgages and other types. Mortgage servicers impose qualification standards for
local lending institutions which originate mortgages for the pools as well as
credit standards

62
<PAGE>

and underwriting criteria for individual mortgages included in the pools. In
addition, many mortgages included in pools are insured through private mortgage
insurance companies.

LIQUIDITY AND MARKETABILITY. Generally, government and government-related
pass-through pools are highly liquid. While private conventional pools of
mortgages (pooled by non-government-related entities) have also achieved broad
market acceptance and an active secondary market has emerged, the market for
conventional pools is smaller and less liquid than the market for government and
government-related mortgage pools.

AVERAGE LIFE AND PREPAYMENTS. The average life of a pass-through pool
varies with the maturities of the underlying mortgage instruments. In addition,
a pool's terms may be shortened by unscheduled or early payments of principal
and interest on the underlying mortgages. Prepayments with respect to securities
during times of declining interest rates will tend to lower the return of the
Fund and may even result in losses to the Fund if the securities were acquired
at a premium. The occurrence of mortgage prepayments is affected by various
factors including the level of interest rates, general economic conditions, the
location and age of the mortgage and other social and demographic conditions.
As prepayment rates of individual pools vary widely, it is not possible to
accurately predict the average life of a particular pool. The assumed average
life of pools of mortgages having terms of 30 years or less is typically between
five and 12 years.

YIELD CALCULATIONS. Yields on pass-through securities are typically quoted
based on the maturity of the underlying instruments and the associated average
life assumption. In periods of falling interest rates the rate of prepayment
tends to increase, thereby shortening the actual average life of a pool of
mortgages. Conversely, in periods of rising rates the rate of prepayment tends
to decrease, thereby lengthening the actual average life of the pool. Actual
prepayment experience may cause the yield to differ from the assumed average
life yield. Reinvestment of prepayments may occur at higher or lower interest
rates than the original investment, thus affecting the yield of the Fund.

GOVERNMENT AND GOVERNMENT-RELATED GUARANTORS. The principal government
guarantor of mortgage-backed securities is GNMA, a wholly-owned United States
Government corporation within the Department of Housing and Urban Development.
Mortgage-backed securities are also issued by FNMA, a government-sponsored
corporation owned entirely by private stockholders that is subject to general
regulation by the Secretary of Housing and Urban Development, and FHLMC, a
corporate instrumentality of the United States Government. While FNMA and FHLMC
each guarantee the payment of principal and interest on the securities they
issue, unlike GNMA securities, their securities are not backed by the full faith
and credit of the United States Government.

PRIVATELY ISSUED MORTGAGE-BACKED SECURITIES. Mortgage-backed securities
offered by private issuers include pass-through securities comprised of pools of
conventional mortgage loans; mortgage-backed bonds (which are considered to be
debt obligations of the institution issuing the bonds and which are
collateralized by mortgage loans); and collateralized mortgage obligations
("CMOs"). Mortgage-backed securities issued by non-governmental issuers may
offer a higher rate of interest than securities issued by government issuers
because of the absence of direct or indirect government guarantees of payment.
Many non-governmental issuers or servicers of mortgage-backed securities,
however, guarantee timely payment of interest and principal on these securities.
Timely payment of interest and principal may also be supported by various forms
of insurance, including individual loan, title, pool and hazard policies.

ADJUSTABLE RATE MORTGAGE-BACKED SECURITIES. Adjustable rate mortgage-
backed securities ("ARMs") are securities that have interest rates that are
reset at periodic intervals, usually by reference to some interest rate index or
market interest rate. Although the rate adjustment feature may act as a buffer
to reduce sharp changes in the value of adjustable rate securities, these
securities are still subject to changes in value based on changes in market
interest rates or changes in the issuer's creditworthiness. Because of the
resetting of interest rates, adjustable rate securities are less likely than
non-adjustable rate securities of comparable quality and maturity to increase
significantly in value when market interest rates fall. Also, most adjustable
rate securities (or the underlying mortgages) are subject to caps or floors.
"Caps" limit the maximum amount by which the interest rate paid by the borrower
may change at each reset date or over the life of the loan and, accordingly,
fluctuation in interest rates above these levels could cause such mortgage
securities to "cap out" and to behave more like long-term, fixed-rate debt
securities.

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<PAGE>

ARMs may have less risk of a decline in value during periods of rapidly
rising rates, but they may also have less potential for capital appreciation
than other debt securities of comparable maturities due to the periodic
adjustment of the interest rate on the underlying mortgages and due to the
likelihood of increased prepayments of mortgages as interest rates decline.
Furthermore, during periods of declining interest rates, income to the Fund will
decrease as the coupon rate resets along with the decline in interest rates.
During periods of rising interest rates, changes in the coupon rates of the
mortgages underlying the Fund's ARMs may lag behind changes in market interest
rates. This may result in a lower value until the interest rate resets to
market rates.

COLLATERALIZED MORTGAGE OBLIGATIONS. CMOs are debt obligations that are
collateralized by mortgages or mortgage pass-through securities issued by GNMA,
FHLMC or FNMA or by pools of conventional mortgages ("Mortgage Assets"). CMOs
may be privately issued or U.S. Government Securities. Payments of principal
and interest on the Mortgage Assets are passed through to the holders of the
CMOs on the same schedule as they are received, although, certain classes (often
referred to as tranches) of CMOs have priority over other classes with respect
to the receipt of payments. CMOs may have complicated structures and generally
involve more risks than simpler forms of mortgage-backed securities. The
Adviser's analyses of particular CMO issues and estimates of future economic
indicators (such as interest rates) become more important to the performance of
the Fund as the securities become more complicated.

ASSET-BACKED SECURITIES. The Adviser anticipates that up to 15% of the
value of the Fund's total assets may be invested in asset-backed securities.
Asset-backed securities represent direct or indirect participations in, or are
secured by and payable from, assets other than mortgage-backed assets such as
motor vehicle installment sales contracts, installment loan contracts, leases of
various types of real and personal property and receivables from revolving
credit (credit card) agreements. Asset-backed securities, including adjustable
rate asset-backed securities, have yield characteristics similar to those of
mortgage-backed securities and, accordingly, are subject to many of the same
risks. Assets are securitized through the use of trusts and special purpose
corporations that issue securities that are often backed by a pool of assets
representing the obligations of a number of different parties. Payments of
principal and interest may be guaranteed up to certain amounts and for a certain
time period by a letter of credit issued by a financial institution. Asset-
backed securities do not always have the benefit of a security interest in
collateral comparable to the security interests associated with mortgage-backed
securities. As a result, the risk that recovery on repossessed collateral might
be unavailable or inadequate to support payments on asset-backed securities is
greater for asset-backed securities than for mortgage-backed securities. In
addition, because asset-backed securities are relatively new, the market
experience in these securities is limited and the market's ability to sustain
liquidity through all phases of an interest rate or economic cycle has not been
tested.

4. TAXSAVER BOND FUND

INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide shareholders with a high
level of current income exempt from Federal income tax. Although the Fund will
attempt to invest 100% of its assets in municipal securities the interest on
which is exempt from all Federal income tax, including the Federal alternative
minimum tax ("AMT"), the Fund reserves the right to invest up to 20% of the
value of its net assets in securities on which the interest income is subject to
Federal income taxation. In addition, the Fund may assume a temporary defensive
position and invest without limit in cash and cash equivalents that may be
taxable. There can be no assurance that the Fund will achieve its investment
objective. The Fund may seek to achieve its objective by holding, as its only
investment securities, the securities of an investment company having
substantially the same investment objective and policies as the Fund. "Other
Information -- Fund Structure." Additional information concerning the
investment policies of the Fund, including additional fundamental policies, is
contained in the SAI.

64
<PAGE>

INVESTMENT POLICIES

The Fund pursues its objective by investing principally in investment grade
debt obligations issued by the states, territories and possessions of the United
States and their political subdivisions, agencies and instrumentalities. These
securities are generally known as "municipal securities" and include municipal
bonds, notes and leases. It is anticipated that under normal circumstances
substantially all of the Fund's total assets will be invested in municipal
securities the interest income from which is exempt from Federal income taxes,
including the Federal AMT.

Some municipal securities are related in such a way that an economic,
business or political development affecting one municipal security would have a
similar effect on another municipal security. For example, the repayment of
different obligations may depend on similar types of projects. While the Fund
may invest more than 25% of its total assets in private activity bonds, ("PABs")
under normal circumstances no single type of revenue bond (for example, electric
revenue bonds or housing revenue bonds) will constitute more than 25% of the
Fund's total assets. In addition, under normal circumstances no more than 25%
of the Fund's total assets may be invested in issuer's located in any one state,
territory or possession.

Under current Federal tax law, interest on certain municipal securities
issued after August 7, 1986 to finance "private activities" will be a "tax
preference item" for purposes of the Federal AMT applicable to certain
individuals and corporations. The interest on these securities generally is
fully tax-exempt for regular Federal income tax purposes. The Fund may from
time to time purchase certain municipal securities the interest on which
constitutes a "tax preference item" for purposes of the Federal AMT.

CREDIT MATTERS. Normally, at least 65% of the Fund's total assets will be
invested in municipal bonds rated at the time of purchase within the four
highest grades assigned by a nationally recognized statistical rating
organization ("NRSRO") such as Moody's Investors Service, Inc. ("Moody's") (Aaa,
Aa, A and Baa) or Standard & Poor's Corporation ("S&P") (AAA, AA, A and BBB) or
which are unrated and determined by the Adviser to be of comparable quality.
Securities in these ratings generally are considered to be investment grade
securities, although Moody's indicates that municipal securities rated Baa have
speculative characteristics. Unrated securities may not be as actively traded
as rated securities. A further description of the ratings used by Moody's, S&P
and other NRSROs is included in the SAI.

The tax-free yields sought by the Fund are generally obtainable from
securities rated within the four highest rating categories by NRSROs. The Fund
may, however, invest up to 25% of its total assets in municipal bonds rated in
the fifth highest rating category by any NRSRO or which are unrated and
determined by the Adviser to be of comparable quality. These securities are not
considered to be investment grade and have speculative or predominantly
speculative characteristics. See "Certain Risk Factors." The Fund only will
invest in municipal notes and other short-term municipal obligations in the two
highest rating categories assigned by an NRSRO or which are unrated and
determined by the Adviser to be of comparable quality. The Fund may retain
securities whose rating has been lowered below the lowest permissible rating
category (or that are unrated and determined by the Advisor to be of comparable
quality) only if the Adviser determines that retaining the security is in the
best interests of the Fund.

A non-rated municipal security will be considered for investment by the
Fund when the Adviser believes that the financial condition of the issuer of
such obligation and the protection afforded by the terms of the obligation limit
the risk to the Fund to a degree comparable to that of rated securities in which
the Fund may invest. During its last fiscal year, the Fund had 73% of its
average annual assets in municipal securities rated by Moody's or S&P and 27% of
its average annual assets in unrated investments, including cash and cash
equivalents. For that year the Fund had the following percentages of its
average annual net assets invested in rated securities: Aaa/AAA-20.2%, Aa/AA-
6.3%, A/A-12.3% and Baa/BBB-34.1%. Securities with different ratings from
Moody's and S&P were assigned the higher rating. This

65
<PAGE>

information reflects the average composition of the Fund's assets for the Fund's
last fiscal year and is not necessarily representative of the Fund as of the end
of last year, the current fiscal year or any other time.

MUNICIPAL BONDS. Municipal bonds, which are intended to meet longer term
capital needs, can be classified as either "general obligation" or "revenue"
bonds. General obligation bonds are secured by a municipality's pledge of its
full faith, credit and taxing power for the payment of principal and interest.
Revenue bonds are generally payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from the proceeds
of a special excise or other tax, but not from general tax revenues. Municipal
bonds also include PABs, which are bonds issued by or on behalf of public
authorities to finance various privately operated facilities. PABs are in most
cases revenue bonds and generally do not have the pledge of the full faith,
credit and taxing power of the municipality issuer. The payment of the
principal and interest on these bonds is dependent solely on the ability of an
initial or subsequent user of the facilities financed by the bonds to meet its
financial obligations and the pledge, if any, of real and personal property
financed by the bond as security for payment. The Fund will acquire only PABs
whose interest payments, in the opinion of the issuer's counsel, are exempt from
Federal income taxation (other than the AMT).

PARTICIPATION INTERESTS. The Fund may purchase participation interests in
municipal securities (which may be fixed, floating or variable rate securities)
that are owned by banks or other financial institutions. Participation
interests carry a demand feature backed by a letter of credit or guarantee of
the bank or institution permitting the holder to tender them back to the bank or
other institution. The Fund will only purchase participation interests from
Federal Deposit Insurance Corporation insured banks having total assets of more
than one billion dollars or from other financial institutions whose long-term
debt securities are rated within the four highest rating categories by an NRSRO
or which are unrated and determined by the Adviser to be of comparable quality.
Prior to purchasing any participation interest, the Fund will obtain appropriate
assurances from counsel retained by the Trust that the interest earned by the
Fund from the obligations in which it holds participation interests is exempt
from Federal income tax.

5. CERTAIN RISK FACTORS

DIVERSIFICATION MATTERS. The Funds are non-diversified, which means that
they have greater latitude than a diversified fund with respect to the
investment of its assets in the securities of a relatively few municipal
issuers. As non-diversified portfolios, the Funds may present greater risks
than a diversified fund. The Funds' diversification requirements provide that,
as of the last day of each fiscal quarter, with respect to 50% of its assets, a
Fund may not own the securities of a single issuer, other than a U.S. Government
security, with a value of more than 5% of the Fund's total assets. Except for
U.S. Government securities, no more than 25% of the total assets of a Fund may
be invested in securities of any

66
<PAGE>

one issuer. These limitations do not apply to securities of an issuer payable
solely from the proceeds of escrowed U.S. Government securities. A Fund will be
subject to a greater risk of loss if an issuer in which the Fund invests a
substantial amount of its assets is unable to make interest or principal
payments or if the market value of securities declines.

NON-INVESTMENT GRADE DEBT SECURITIES. The Funds may invest in non-
investment grade, high risk securities (securities rated lower than the fourth
highest rating category by an NRSRO), which provide poor protection for payment
of principal and interest. These lower rated securities (often referred to as
"junk bonds") involve greater risk of default or price changes due to changes in
the issuer's creditworthiness than do higher quality securities. The market for
these securities may be thinner and less active than that for higher quality
securities, which may affect the price at which the lower rated securities can
be sold. These risks may be magnified in the case of unrated junk bonds. In
addition, the market prices of lower rated securities may fluctuate more than
the market prices of higher quality securities and may decline significantly in
periods of general economic difficulty or rising interest rates. Further
information concerning these investments is contained in the SAI.

6. ADDITIONAL INVESTMENT
POLICIES

All investment policies of a Fund that are designated as fundamental, and
each Fund's investment objective, may not be changed without approval of the
holders of a majority of that Fund's outstanding voting securities. A majority
of a Fund's outstanding voting securities means the lesser of 67% of the shares
of that Fund present or represented at a shareholders meeting at which the
holders of more than 50% of the shares are present or represented, or more than
50% of the outstanding shares of the Fund. Except as otherwise indicated,
investment policies of the Funds are not fundamental and may be changed by the
Board of Directors of the Trust (the "Board") without shareholder approval. A
further description of the Funds' investment policies is contained in the SAI.

The Funds may borrow money for temporary or emergency purposes (including
the meeting of redemption requests), but not in excess of 33 1/3% of the value
of a Fund's total assets. Borrowing for purposes other than meeting redemption
requests will not exceed 5% of the value of a Fund's total assets. The Funds
may not invest more than 15% of their net assets in illiquid securities,
including repurchase agreements not entitling the Fund to the payment of
principal within seven days. Although they have no current intention, each Fund
may in the future seek to hedge against a decline in the value of securities
they own or an increase in the price of securities which it plans to purchase
through the writing and purchase of exchange-traded and over-the-counter options
and the purchase and sale of futures contracts and options on those futures
contracts. In order to avoid maintaining idle cash, the Funds may invest up to
10% of their total assets in money market mutual funds that, in the case of
TaxSaver Bond Fund, invest in municipal securities exempt from Federal income
taxes.

REPURCHASE AGREEMENTS AND LENDING OF PORTFOLIO SECURITIES. Each Fund may
seek additional income by entering into repurchase agreements or by lending
securities from its portfolio to brokers, dealers and other financial
institutions. These investments may entail certain risks not associated with
direct investments in securities. For instance, in the event that bankruptcy or
similar proceedings were commenced against a counterparty in these transactions
or a counterparty defaulted on its obligations, a Fund might suffer a loss. The
Adviser monitors the creditworthiness of counterparties to these transactions
and intends to enter into these transactions only when it believes the
counterparties present minimal credit risks and the income to be earned from the
transaction justifies the attendant risks.

Repurchase agreements are transactions in which a Fund purchases a security
and simultaneously commits to resell that security to the seller at an agreed-
upon price on an agreed-upon future date, normally one to seven days later. The
resale price reflects a market rate of interest that is not related to the
coupon rate or maturity of the purchased security. When a Fund lends a security
it receives interest from the borrower or from investing cash collateral. The
Trust maintains possession of the purchased securities and any underlying
collateral in these transactions, the total market value of which on a
continuous basis is at least equal to the repurchase price or value of
securities loaned, plus accrued interest. The Funds may pay fees to arrange
securities loans.

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DEBT SECURITIES. The market value of debt securities (including municipal
securities) depends on, among other things, conditions in the market for the
security and the fixed income markets generally, the size of a particular
offering, the maturity of the obligation, and the rating of the issue. The
market value of the interest-bearing debt securities held by the Funds will be
affected by changes in interest rates. There is normally an inverse
relationship between the market value of securities sensitive to prevailing
interest rates and actual changes in interest rates. In other words, a decline
in interest rates produces an increase in market value, while an increase in
interest rates produces a decrease in market value. Moreover, the longer the
remaining maturity of a security, the greater will be the effect of interest
rate changes on the market value of that security. Changes in the ability of an
issuer to make payments of interest and principal and in the market's perception
of an issuer's creditworthiness will also affect the market value of the debt
securities of that issuer. Obligations of issuers of debt securities are
subject to the provisions of bankruptcy, insolvency and other laws affecting the
rights and remedies of creditors. The possibility exists, therefore, that, as a
result of litigation or other conditions, the ability of any issuer to pay, when
due, the principal of and interest on its debt securities may be materially
impaired.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS. Each Fund may purchase
securities offered on a "when-issued" basis and may purchase or sell securities
on a "forward commitment" basis. When these transactions are negotiated, the
price, which is generally expressed in yield terms, is fixed at the time the
commitment is made, but delivery and payment for the securities take place at a
later date. Normally, the settlement date occurs within two months after the
transaction. The Funds enter into when-issued and forward commitments only with
the intention of actually receiving or delivering the securities, as the case
may be. When-issued securities may include bonds purchased on a "when, as and
if issued" basis under which the issuance of the securities depends upon the
occurrence of a subsequent event, such as approval of a proposed financing by
appropriate municipal authorities.

During the period between a commitment and settlement, no payment is made
for the securities purchased and, thus, no interest accrues to the purchaser
from the transaction. However, at the time a Fund makes a commitment to
purchase securities in this manner, the Fund immediately assumes the risk of
ownership, including price fluctuation. Failure by the other party to deliver
or pay for a security purchased or sold by the Fund may result in a loss or a
missed opportunity to make an alternative investment. Any significant
commitment of a Fund's assets committed to the purchase of securities on a when-
issued or forward commitment basis may increase the volatility of its net asset
value.

The use of when-issued transactions and forward commitments may enable a
Fund to hedge against anticipated changes in interest rates and prices. If the
Adviser were to forecast incorrectly the direction of interest rate movements,
however, the Fund might be required to complete these transactions at prices
inferior to the current market values. No when-issued or forward commitments
will be made by a Fund if, as a result, more than 15% of the value of the Fund's
total assets would be committed to such transactions.

VARIABLE AND FLOATING RATE SECURITIES. The securities in which the Funds
invest may have variable or floating rates of interest. These securities pay
interest at rates that are adjusted periodically according to a specified
formula, usually with reference to some interest rate index or market interest
rate (the "underlying index"). The interest paid on these securities is a
function primarily of the underlying index upon which the interest rate
adjustments are based. Such adjustments minimize changes in the market value of
the obligation and, accordingly, enhance the ability of a Fund to maintain a
stable net asset value. Similar to fixed rate debt instruments, variable and
floating rate instruments are subject to changes in value based on changes in
market interest rates or changes in the issuer's creditworthiness. The rate of
interest on securities purchased by a Fund may be tied to various rates of
interest or index.

There may not be an active secondary market for certain floating or
variable rate instruments, which could make it difficult for a Fund to dispose
of an instrument during periods that the Fund is not entitled to exercise any
demand rights it may have. The Fund could, for this or other reasons, suffer a
loss with respect to an instrument. The Adviser monitors the liquidity of the
Funds' investment in variable and floating rate instruments, but there can be no
guarantee that an active secondary market will exist.

TEMPORARY DEFENSIVE POSITION. When business or financial conditions
warrant, for example, when issues of sufficient quality and liquidity are not
available, a Fund may assume a temporary defensive position and invest all or
part of its assets in cash or prime quality cash equivalents, including (i)
short-term

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U.S. Government securities, (ii) certificates of deposit, bankers' acceptances
and interest-bearing savings deposits of commercial banks doing business in the
United States, (iii) commercial paper, (iv) repurchase agreements covering any
of the securities in which the Fund may invest directly and (v) to the extent
permitted by the Investment Company Act of 1940, money market mutual funds.
During periods when and to the extent that a Fund has assumed a temporary
defensive position, it will not be pursuing its investment objective.

PORTFOLIO TURNOVER. The frequency of portfolio transactions of each Fund
(the portfolio turnover rate) will vary from year to year depending on market
conditions. From time to time the Funds may engage in active short-term trading
to benefit from yield disparities among different issues of debt securities, to
seek short-term profits during periods of fluctuating interest rates, or for
other reasons. This type of trading will increase the Funds' portfolio turnover
rate and transaction costs and may increase the Funds' short-term capital gain,
which is taxable as ordinary income. The Adviser weighs the anticipated
benefits of short-term investments against these consequences. The Funds'
portfolio turnover rate is reported under "Financial Highlights."

7. MANAGEMENT

The business of the Trust is managed under the direction of the Board of
Directors. The Board formulates the general policies of the Funds and meets
periodically to review the results of the Funds, monitor investment activities
and practices and discuss other matters affecting the Fund and the Trust.

MANAGER AND DISTRIBUTOR

Subject to the supervision of the Board, Forum supervises the overall
management of the Funds. Forum, the Adviser and the Transfer Agent are members
of the Forum Financial Group of companies and together provide a full range of
services to the investment Trust and financial services industry. As of the
date hereof Forum acted as manager and distributor of registered investment
companies and collective trust funds with assets of approximately $9.2 billion.
Forum, whose address is 61 Broadway, New York, New York 10006, is a registered
broker-dealer and investment adviser and is a member of the National Association
of Securities Dealers, Inc. As of the date of this Prospectus, Forum, the
Adviser and the Transfer Agent were controlled by John Y. Keffer, President and
Chairman of the Trust.

Under its management agreement with the Trust, Forum supervises all aspects
of the Funds' operations, including the receipt of services for which the Trust
is obligated to pay, provides the Trust with general office facilities and
provides, at the Trust's expense, the services of persons necessary to perform
such supervisory, administrative and clerical functions as are needed to
effectively operate the Trust. Those officers, as well as certain other
employees and Directors of the Trust, may be directors, officers or employees of
(and persons providing services to the Trust may include) Forum and its
affiliates. For these services and facilities, Forum receives with respect to
each Fund a management fee at an annual rate of 0.30% of each Fund's average
daily net assets.

Forum also acts as the distributor of shares of the Funds and pursuant to a
distribution agreement with the Trust Forum receives, and may reallow to certain
financial institutions, the sales charge paid by the purchasers of the Funds'
shares. See "Purchases and Redemptions of Shares - Sales Charges."

ADVISER

Forum Advisors, Inc. serves as the investment adviser of each Fund.
Subject to the general supervision of the Board, the Adviser makes investment
decisions for the Funds. For its services, the Adviser receives an advisory fee
at an annual rate of 0.40% of each Fund's average daily net assets. The Adviser
was incorporated under the laws of Delaware in 1987 and is registered under the
Investment Advisers Act of 1940.

Leslie C. Berthy, Managing Director of the Adviser since 1989, is primarily
responsible for the day-to-day management of the Funds' portfolios and has been
since the Funds' inception. Prior to his association with the Adviser, Mr.
Berthy was Managing Director and Co-Chief Executive Officer of Irwin Union
Capital Corp., an affiliate of Irwin Union Bank & Trust Co.

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SHAREHOLDER SERVICING

Shareholder inquiries and communications concerning the Fund may be
directed to the Transfer Agent. The Transfer Agent acts as the Funds' transfer
agent and dividend disbursing agent. The Transfer Agent maintains an account
for each shareholder of the Funds (unless such accounts are maintained by sub-
transfer agents or processing agents) and performs other transfer agency and
shareholder related functions. For its services, the Transfer Agent receives a
fee at an annual rate of 0.25% of each Fund's average daily net assets.

The Transfer Agent is authorized to subcontract any or all of its functions
to one or more qualified sub-transfer agents or processing agents, which may be
processing organizations (as described under "Purchases and Redemptions of
Shares - Purchases and Redemptions through Financial Institutions"), Forum or
affiliates of Forum, who agree to comply with the terms of the Transfer Agency
Agreement. The Transfer Agent may pay those agents for their services, but no
such payment will increase the Transfer Agent's compensation from the Trust. In
addition, the Transfer Agent performs portfolio accounting services for the
Funds, including determination of the Funds' net asset value per share, pursuant
to a separate agreement with the Trust.

EXPENSES OF THE TRUST

Each Fund's expenses comprise Trust expenses attributable to a Fund, which
are charged to the Fund, and expenses not attributable to a particular fund of
the Trust, which are allocated among the Fund and all other funds of the Trust
in proportion to their average net assets. Subject to the obligations of the
Adviser to reimburse the Trust for excess expenses of the Funds, the Trust pays
for all of its expenses. The Adviser, Forum and the Transfer Agent, in their
sole discretion, may waive all or any portion of their respective fees, which
are accrued daily and paid monthly. Any such waiver, which could be
discontinued at any time, would have the effect of increasing a Fund's
performance for the period during which the waiver was in effect and would not
be recouped at a later date.

8. PURCHASES AND REDEMPTIONS
OF SHARES

GENERAL INFORMATION

Investments in a Fund may be made either by an investor directly or through
certain brokers or financial institutions of which the investor is a customer.
All transactions in Fund shares are effected through the Transfer Agent, which
accepts orders for purchases and redemptions from shareholders of record and new
investors. Shareholders of record will receive from the Trust periodic
statements listing all account activity during the statement period. The Trust
reserves the right in the future to modify, limit or terminate any shareholder
privilege upon appropriate notice to shareholders and may charge a fee for
certain shareholder services, although no such fees are currently contemplated.

PURCHASES. Fund Shares are sold at a price equal to their net asset value
plus any applicable sales charge on all weekdays except customary national
business holidays and Good Friday ("Fund Business Day"). Fund shares are issued
immediately following the next determination of net asset value made after an
order for the shares in proper form is accepted by the Transfer Agent. Each
Fund's net asset value is calculated at 4:00 p.m., Eastern time on each Fund
Business Day. Fund shares become entitled to receive dividends on the next Fund
Business Day after the investor's funds are converted to funds on deposit at a
Federal Reserve Bank ("Federal Funds"), which for purchase orders by check is
the second Fund Business Day after receipt of the check and acceptance of the
order. Payment in the form of a bank wire will be treated as a Federal Funds
payment received at the time the wire is received.

The Funds reserve the right to reject any subscription for the purchase of
their shares. Stock certificates are issued only to shareholders of record upon
their written request and no certificates are issued for fractional shares.

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following acceptance by the Transfer Agent of the redemption order in proper
form (and any supporting documentation which the Transfer Agent may require).
Shares redeemed are not entitled to receive dividends declared after the day on
which the redemption becomes effective.

PURCHASE AND REDEMPTION PROCEDURES

The following purchase and redemption procedures and shareholder services
apply to investors who invest in the Funds directly. These investors may obtain
the account application necessary to open an account by writing the Transfer
Agent at the address on the cover page of this prospectus. For those
shareholder services not referenced on the account application and to change
information on a shareholder's account (such as addresses), investors or
existing shareholders should request an optional services form from the Transfer
Agent.

INITIAL PURCHASE OF SHARES

There is a $5,000 minimum for initial investments in either Fund ($2,000
for individual retirement accounts).

BY BANK WIRE. To make an initial investment in either Fund using the wire
system for transmittal of money among banks, an investor should first telephone
the Trust at (207) 879-0001 to obtain an account number. The investor should
then instruct a member commercial bank to wire the investor's money immediately
to:

First National Bank of Boston
Boston, Massachusetts
ABA# 011000390
For Credit To: Forum Financial Corp.

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Account #: 541-54171
Re: [Name of Fund]
Account #:
Account Name:

SUBSEQUENT PURCHASES OF SHARES

Shareholders may purchase Fund shares at regular, preselected intervals by
authorizing the automatic transfer of funds from a designated bank account
maintained with a United States banking institution which is an Automated
Clearing House member. Under the program, existing shareholders may authorize
amounts of $250 or more to be debited from their bank account and invested in a
Fund monthly or quarterly. Shareholders may terminate their automatic
investments or change the amount to be invested at any time by written
notification to the Transfer Agent.

REDEMPTION OF SHARES

BY BANK WIRE. For redemptions of more than $5,000, a shareholder that has
elected wire redemption privileges may request a Fund to transmit the redemption
proceeds by Federal Funds wire to a bank account designated on the shareholder's
account application. To request bank wire redemptions by telephone, the
shareholder also must have elected the telephone redemption privilege.
Redemption proceeds are transmitted by wire on the day after the redemption
request in proper form is received by the Transfer Agent.

AUTOMATIC REDEMPTIONS. Shareholders may redeem Fund shares at regular,
preselected intervals by authorizing the automatic redemption of shares from
their Fund account. Redemption proceeds will be sent either by check or by
automatic transfer to a designated bank account maintained with a United States
banking institution which is an Automated Clearing House member. Under this
program, shareholders may authorize the redemption of shares in amounts of $250
or more from their account monthly, twice a month or quarterly. Shareholders
may terminate their automatic redemptions or change the amount to be redeemed at
any time by written notification to the Transfer Agent.

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or any other option election in connection with the shareholder's account.
Signature guarantees may be provided by any eligible institution, including a
bank, a broker, a dealer, a national securities exchange, a credit union, or a
savings association that is authorized to guarantee signatures, acceptable to
the Transfer Agent. Whenever a signature guarantee is required, the signature
of each person required to sign for the account must be guaranteed.

EXCHANGES

Fund shareholders are entitled to exchange their shares for shares of the
other Fund, any other fund of the Trust or any other fund that participates in
the exchange program (currently, Sound Shore Fund, Inc.) and whose shares are
eligible for sale in the shareholder's state of residence. Exchanges may only
be made between accounts registered in the same name. The minimum amount to
open an account in a Fund through an exchange from another fund is $2,500. A
completed account application must be submitted to open a new account in a Fund
through an exchange if the shareholder requests any shareholder privilege not
associated with the existing account. Exchanges are subject to the fees charged
by, and the restrictions listed in the prospectus for, the fund into which a
shareholder is exchanging, including minimum investment requirements. The Funds
do not charge for the exchange privilege and there is currently no limit on the
number of exchanges a shareholder may make.

BY MAIL. Exchanges may be accomplished by written instructions to the
Transfer Agent accompanied by any stock certificate that may have been issued to
the shareholder. All written requests for exchanges must be signed by the
shareholder (a signature guarantee is not required) and all certificates
submitted for exchange must be endorsed by the shareholder with signature
guaranteed.

INDIVIDUAL RETIREMENT ACCOUNTS

Investors Bond Fund may be a suitable investment vehicle for part or all of
the assets held in individual retirement accounts ("IRAs"). The minimum initial
investment for an IRA is $2,000 and the minimum subsequent investment is $500.
Individuals may make tax-deductible IRA contributions of up to a maximum of
$2,000 annually. However, this deduction will be reduced if the individual or,
in the case of a married individual filing jointly, either the individual or the
individual's spouse is an active participant in an employer-sponsored retirement
plan and has adjusted gross income above certain levels.

PURCHASES AND REDEMPTIONS THROUGH
FINANCIAL INSTITUTIONS

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their services and are responsible for promptly transmitting purchase,
redemption and other requests to the Fund. The Trust is not responsible for the
failure of any institution to promptly forward these requests.

SALES CHARGES

The public offering price for shares of a Fund is the sum of the net asset
value of the shares being purchased plus any applicable sales charge. No sales
charge is assessed on the reinvestment of dividends or other distributions. The
sales charge is assessed as follows (net asset value percentages are rounded to
the nearest one-hundredth percent):

SALES CHARGE
AS % OF

PUBLIC NET
OFFERING ASSET DEALERS'
AMOUNT OF PURCHASE PRICE ____ VALUE* REALLOWANCE

*Rounded to the nearest one-hundredth percent.

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its trust department (including a pension, profit sharing or other employee
benefit trust created pursuant to a qualified retirement plan); (b) any
registered investment adviser with whom Forum has entered into a share purchase
agreement and which is acting on behalf of its fiduciary customer accounts; (c)
directors and officers of the Trust; directors, officers and full-time employees
of the Adviser, Forum, any of their affiliates or any organization with which
Forum has entered into a selected dealer or processing agent agreement; the
spouse, sibling, direct ancestor or direct descendent (collectively,
"relatives") of any such person; any trust or individual retirement account or
self-employed retirement plan for the benefit of any such person or relative; or
the estate of any such person or relative; (d) any person who has, within the
preceding 90 days, redeemed Fund shares (but only on purchases in amounts not
exceeding the redeemed amounts) and completes a reinstatement form upon
investment; (e) persons who exchange into a Fund from a mutual fund other than a
fund of the Trust that participates in the Trust's exchange program, see
"Purchases and Redemptions of Shares - Exchange Program;" and (f) employee
benefit plans qualified under Section 401 of the Internal Revenue Code of 1986.
The Trust may require appropriate documentation from an investor concerning that
investor's eligibility to purchase Fund shares without a sales charge. Any
shares so purchased may not be resold except to the Fund.

REDUCED SALES CHARGES

RIGHTS OF ACCUMULATION. An investor's purchase of additional shares of a
Fund may qualify for rights of accumulation ("ROA") wherein the applicable sales
charge will be based on the total of the investor's current purchase and the net
asset value (at the end of the previous Fund Business Day) of shares of that
Fund held by the investor. For example, if an investor owned shares of a Fund
worth $400,000 at the then current net asset value and purchased shares of the
Fund worth an additional $50,000, the sales charge for the $50,000 purchase
would be at the 2% rate applicable to a single $450,000 purchase, rather than at
the 3.75% rate. To qualify for ROA on a purchase, the investor must inform the
Transfer Agent and supply sufficient information to verify that each purchase
qualifies for the privilege or discount.

LETTER OF INTENT. Investors may also obtain reduced sales charges based on
cumulative purchases by means of a written Letter of Intent ("LOI"), which
expresses the investor's intention to invest $100,000 or more within a period of
13 months in shares of a Fund. Each purchase of shares under a LOI will be made
at the public offering price applicable at the time of the purchase to a single
transaction of the dollar amount indicated in the LOI.

9. DIVIDENDS AND TAX MATTERS

DIVIDENDS

Dividends of each Fund's net investment income are declared daily and paid
monthly. Dividends of net capital gain, if any, realized by a Fund are
distributed annually.

Shareholders may choose either to have all dividends reinvested in
additional shares of the Fund that paid the dividend or received in cash. In
addition, shareholders may have dividends of net capital gain reinvested in
shares of each of the Funds and dividends of net investment income paid in cash.
All dividends are treated in the same manner for Federal income tax purposes
whether received in cash or reinvested in shares of the Funds.

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All dividends will be reinvested at the Fund's net asset value as of the
payment date of the dividend. All dividends are reinvested unless another
option is selected. All dividends not reinvested will be paid to the
shareholder in cash. Cash payments may be paid more than seven days following
the date on which dividends would otherwise be reinvested.

TAXES

Each Fund intends to continue to qualify for each fiscal year to be taxed
as a "regulated investment Trust" under the Internal Revenue Code of 1986. As
such, the Funds will not be liable for Federal income taxes on the net
investment income and net capital gain distributed to their shareholders.
Because the Funds intend to distribute all of their net investment income and
net capital gain each year, the Funds should avoid all Federal income and excise
taxes.

INVESTORS BOND FUND. Dividends paid by the Fund out of its net investment
income (including any realized net short-term capital gain) are taxable to
shareholders as ordinary income.

TAXSAVER BOND FUND. Shareholders of the Fund generally will not be subject
to Federal income tax on dividends paid by the Fund out of tax-exempt interest
income earned by the Fund ("exempt-interest dividends"), assuming certain
requirements are met. Substantially all of the dividends paid by the Fund are
anticipated to be exempt-interest dividends. Any dividends paid by the Fund out
of its taxable net investment income (including any realized net short-term
capital gain) are taxable to shareholders as ordinary income.

Interest on indebtedness incurred by shareholders to purchase or carry
shares of the Fund generally is not deductible for Federal income tax purposes.

The exemption for Federal income tax purposes of dividends derived from
interest on municipal securities does not necessarily result in an exemption
under the income or other tax laws of any state or local taxing authority.
Shareholders of the Fund may be exempt from state and local taxes on exempt
interest dividends derived from obligations of the state and/or municipalities
of the state in which they reside. Shareholders may, however, be subject to tax
on income derived from the municipal securities of jurisdictions other than
those in which they reside. Shareholders are advised to consult with their tax
advisors concerning the application of state and local taxes to investments in
the Fund which may differ from the Federal income tax consequences described
above.

If Fund shares are sold at a loss after being held for six months or less,
the loss will be disallowed to the extent of any exempt-interest dividends
received on those shares.

Shortly after the close of each year, a statement is sent to each
shareholder of the Fund advising the shareholder of the portion of total
dividends paid into the shareholder's account that is exempt from Federal income
tax and that is derived from the municipal securities of each state and from
other sources. These portions are determined for the entire year and on a
monthly basis and, thus, are an annual or monthly average, rather than a day-by-
day determination for each shareholder.

GENERAL. Distributions by the Funds of realized net long-term capital
gain, if any, are taxable to shareholders as long-term capital gain, regardless
of the length of time the shareholder may have held shares in the Fund. If Fund
shares are sold at a loss after being held for six months or less, the loss will
be treated as long-term capital loss to the extent of any long-term capital gain
distribution received on those shares.

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the shareholder. Capital gain distributions, including those that operate as a
return of capital, however, are taxable to the shareholder receiving them.

The Funds may be required by Federal law to withhold 31% of reportable
payments (which may include taxable dividends, capital gain distributions and
redemption proceeds) paid to individuals and certain other non-corporate
shareholders. Withholding is not required if a shareholder certifies that the
shareholder's social security or tax identification number provided to the Funds
is correct and that the shareholder is not subject to backup withholding.

Reports containing appropriate information with respect to the Federal
income tax status of dividends and distributions paid during the year by the
Funds will be mailed to shareholders shortly after the close of each year.

TAX-EXEMPT INCOME VS. TAXABLE INCOME

The table below shows approximate equivalent taxable and tax-free yields at
various approximate marginal Federal tax bracket rates. For example, an
investor in the 31% tax bracket for 1995 whose investments earn a 5% tax-free
yield would have to earn a 7.25% taxable yield to receive the same benefit.

1995 FEDERAL TAXABLE VS. TAX-FREE YIELDS

A Tax-Free Yield of
Federal 5.0% 5.5% 6.0% 6.5% 7.0% 7.5%
Tax Bracket equals a taxable yield of approximately

39.6% 8.28% 9.11% 9.93% 10.76% 11.59% 12.42%
36.0% 7.81% 8.59% 9.38% 10.16% 10.94% 11.72%
31.07% 7.25% 7.97% 8.70% 9.42% 10.14% 10.87%
28.0% 6.94% 7.64% 8.33% 9.03% 9.72% 10.42%
15.0% 5.88% 6.47% 7.06% 7.65% 8.24% 8.82%

The yields listed are for illustration only and are not necessarily
representative of TaxSaver Bond Fund's yield. Although the Fund primarily
invests in securities the interest from which is exempt from Federal income
taxes, some of the Fund's investments may generate taxable income. An
investor's tax bracket will depend upon the investor's taxable income. The
figures set forth above do not reflect the Federal alternative minimum taxes or
any state or local income taxes.

The foregoing is only a summary of some of the important Federal and state
tax considerations generally affecting the Funds and their shareholders. There
may be other Federal, state or local tax considerations applicable to a
particular investor. Prospective investors are urged to consult their tax
advisors.

10. OTHER INFORMATION

PERFORMANCE INFORMATION

Each Funds' performance may be quoted in advertising in terms of yield or
total return. Both types are based on historical results and are not intended
to indicate future performance. A Fund's yield is a way of showing the rate of
income earned by the Fund as a percentage of the Fund's share price. Yield is
calculated by dividing the net investment income of the Fund for the stated
period by the average number of shares entitled to receive dividends and
expressing the result as an annualized percentage rate based on the Fund's share
price at the end of the period. TaxSaver Bond Fund may also quote tax
equivalent yields, which show the taxable yields a shareholder would have to
earn to equal the Fund's tax-free yields after taxes. A tax equivalent yield is
calculated by dividing the Fund's tax-free yield by one minus a stated Federal,
state or combined Federal and state tax rate. Total return refers to the
average annual compounded rates of return over some representative period that
would equate an initial amount invested at the beginning of a stated period to
the ending redeemable value of the investment, after giving effect to the
reinvestment of all dividends and distributions and deductions of expenses
during the period. Each of the Funds also may advertise its total return over
different periods of time on a before-tax, after-tax or taxable-

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equivalent basis or by means of aggregate, average, year by year, or other types
of total return figures. Because average annual returns tend to smooth out
variations in the Fund's returns, shareholders should recognize that they are
not the same as actual year-by-year results.

The Funds' advertisements may reference ratings and rankings among similar
funds by independent evaluators such as Morningstar, Lipper Analytical Services,
Inc. or IBC/Donoghue, Inc. In addition, the performance of the Funds may be
compared to recognized indices of market performance. The comparative material
found in a Fund's advertisements, sales literature or reports to shareholders
may contain performance ratings. These are not to be considered representative
or indicative of future performance.

BANKING LAW MATTERS

DETERMINATION OF NET ASSET VALUE

The Trust determines the net asset value per share of the each Fund as of
4:00 p.m., Eastern time, on each Fund Business Day by dividing the value of the
Fund's net assets (I.E., the value of its portfolio securities and other assets
less its liabilities) by the number of that Fund's shares outstanding at the
time the determination is made. Securities owned by a Fund for which market
quotations are readily available are valued at current market value, or, in
their absence, at fair value as determined by the Board.

THE TRUST AND ITS SHARES

FUND STRUCTURE

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operation and shareholder services would not be materially affected by its
investment in a corresponding Core Portfolio, except that the assets of the Fund
may be managed as part of a larger pool. If the Fund invested all of its assets
in a Core Portfolio, it would hold only investment securities issued by the Core
Portfolio; the Core Portfolio would directly invest in individual securities of
other issuers. The Fund would otherwise continue its normal operation. The
Board would retain the right to withdraw the Fund's investments from the Core
Portfolio at any time; the Fund would then resume investing directly in
individual securities of other issuers or could re-invest all of its assets in
another Core Portfolio.

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INVESTMENT ADVISOR: ACCOUNT INFORMATION AND
H.M. Payson & Co. SHAREHOLDER SERVICING:
One Portland Square Forum Financial Corp.
P.O. Box 31 P.O. Box 446
Portland, Maine 04112 Portland, Maine 04112
(207) 772-3761 (207) 879-0009
(800) 456-6710

PROSPECTUS
AUGUST 1, 1995

As Amended January 5, 1995

This Prospectus offers shares of Payson Value Fund and Payson Balanced Fund
(the "Funds"). The Funds are diversified portfolios of Forum Funds (the
"Trust") which is an open-end, management investment company.

PAYSON VALUE FUND. The investment objective of Payson Value Fund is to seek
high total returns (capital appreciation and current income) by investing in a
diversified portfolio of common stock and securities convertible into common
stock which appear to be undervalued in the marketplace.

PAYSON BALANCED FUND. The investment objective of Payson Balanced Fund is to
seek a combination of high current income and capital appreciation by investing
in common stock and securities convertible into common stock, which appear to be
undervalued, and in high grade senior debt securities, including U.S.
Government, government agency and corporate obligations.

Shares of the Funds are offered to investors at a price equal to the next
determined net asset value without any sales charge.

This Prospectus sets forth concisely the information concerning the Trust
and the Funds that a prospective investor should know before investing. The
Trust has filed with the Securities and Exchange Commission ("SEC") a Statement
of Additional Information dated August 1, 1995, as amended January 5, 1996, as
may from time to time be further amended (the "SAI"), which contains more
detailed information about the Trust and the Funds and which is incorporated
into this Prospectus by reference. The SAI is available without charge by
contacting the Trust at the address listed above.

INVESTORS SHOULD READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE.

1. PROSPECTUS SUMMARY

HIGHLIGHTS OF THE FUNDS

INVESTMENT ADVISOR

H.M. Payson & Co. (the "Advisor"), founded in 1854, serves as each Fund's
investment advisor. See "Management - Investment Advisor."

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FUND MANAGEMENT

The manager of the Trust and distributor of its shares is Forum Financial
Services, Inc. ("Forum"). Forum supervises the overall administrative
activities of the Trust. Forum Financial Corp. (the "Transfer Agent"), Two
Portland Square, Portland, Maine 04101, serves as the Trust's transfer agent,
dividend disbursing agent and shareholder servicing agent. See "Management."

PURCHASES AND REDEMPTIONS

Shares of the Funds are offered without a sales charge and may be redeemed
without charge at the next determined net asset value. The minimum initial
investment is $5,000 ($2,000 for IRAs) and the minimum subsequent investment is
$500. See "Purchases and Redemptions of Shares."

EXCHANGE PROGRAM

Shareholders of the Funds may exchange their shares without charge for the
shares of certain other funds of the Trust. See "Purchases and Redemptions of
Shares - Exchanges."

DIVIDENDS

Dividends of net investment income are declared and paid quarterly by each
Fund and are reinvested in Fund shares unless a shareholder elects to have them
paid in cash. Net capital gain, if any, is distributed annually. See
"Dividends and Tax Matters."

CERTAIN RISK FACTORS

There can be no assurance that either Fund will achieve its investment
objective and the net asset value of each Fund will fluctuate based upon changes
in the value of its portfolio securities. Investments in equity securities may
change in value rapidly and to a great degree. Accordingly, the Funds' net
asset values may change similarly. The foreign securities in which the Funds
may invest entail certain risks not associated with domestic investments.
Investments in lower rated debt securities (including convertible securities)
may entail certain risks. See the "Investment Objective and Policies" sections
and "Additional Investment Policies."

EXPENSES OF INVESTING IN THE FUNDS

The purpose of the following table is to assist investors in understanding
the various expenses that an investor in a Fund will bear directly or
indirectly.

Payson Payson
Value Balanced
Fund Fund

SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases
(as a percentage of public offering price) None None
Exchange Fee None None
ANNUAL FUND OPERATING EXPENSES(1)
(as a percentage of average net assets)
Management Fees 0.80% 0.60%
(after fee waivers)
12b-1 Fees None None
Other Expenses
(after expense reimbursements) 0.66% 0.55%
Total Fund Operating Expenses 1.46% 1.15%

(1) The amounts of expenses are based on amounts incurred by each Fund during
the Fund's most recent fiscal year ending March 31, 1995. Absent expense
reimbursements, including fee waivers, the expenses of Payson Value Fund and
Payson Balanced Fund, respectively, would have been: Advisory Fees, 0.80% and
0.60%; Other Expenses, 1.45% and 1.12%; and Total Fund Operating Expenses, 2.25%
and 1.72%. For a further description of the various expenses incurred in the
operation of the Fund, see "Management."

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EXAMPLE

1 Year 3 Years 5 Years 10 Years
Payson Value Fund $15 $46 $80 $175
Payson Balanced Fund $12 $37 $63 $140

2. FINANCIAL HIGHLIGHTS

The following information represents selected data for a single share
outstanding of the Payson Balanced Fund. The information with respect to the
Fund's fiscal years ended March 31st has been audited in connection with an
audit of the Fund's financial statements by Deloitte & Touche LLP, independent
auditors. The information with respect to the period ended September 30, 1995
is unaudited. The financial statements and independent auditors' report thereon
for the fiscal years ended March 31st are incorporated by reference into the
SAI. The Fund's annual report to shareholders may be obtained from the Trust
without charge.

PAYSON BALANCED FUND

Six Months Year Ended
Ended March 31,
September 30, ---------------------------------------------
1995 1995 1994 1993 1992(1)
<S> <C> <C> <C> <C> <C>

Beginning Net Asset Value per Share $11.90 $11.71 $11.40 $10.21 $10.00
------ ------ ------ ------ ------
Net Investment Income 0.22 0.44 0.34 0.31 0.10
Net Realized and Unrealized Gain
(Loss) on Securities 1.20 0.24 0.46 1.20 0.21
Dividends from Net Investment Income (0.22) (0.44) (0.35) (0.31) (0.10)
Distributions from Net Realized Gains --- (0.05) (0.14) (0.01) ---
------ ------ ------ ------ ------
Ending Net Asset Value per Share $13.10 $11.90 $11.71 $11.40 $10.21
------ ------ ------ ------ ------
------ ------ ------ ------ ------
Ratios to Average Net Assets:
Expenses (2) 1.15%(3) 1.15% 1.15% 1.15% 1.13%(3)
Net Investment Income 3.48%(3) 3.91% 4,37% 3,27% 3.46%(3)
Total Return 11.99% 6.00% 6.99% 15.12% 9.15%(3)
Portfolio Turnover Rate 20.85% 50.06% 80.13% 30.77% 1.53%
Net Assets at the End of Period (000's Omitted) $15,919 $13,872 $11,355 $5,396 $2,667

</TABLE>

(1) The Fund commenced operations on November 25, 1991.

(3) Annualized.

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The following information represents selected data for a single share
outstanding of the Payson Value Fund. The information with respect to the
Fund's fiscal years ended March 31st has been audited in connection with an
audit of the Fund's financial statements by Deloitte & Touche LLP, independent
auditors. The information with respect to the period ended September 30, 1995
is unaudited. The financial statements and independent auditors' report thereon
for the fiscal years ended March 31st are incorporated by reference into the
SAI. The Fund's annual report to shareholders may be obtained from the Trust
without charge.

PAYSON VALUE FUND

Six Months Year Ended
Ended March 31,
September 30, ---------------------------------
1995 1995 1994 1993
<S> <C> <C> <C> <C>

Beginning Net Asset Value per Share $12.71 $12.11 $11.01 $10.00
------ ------ ------ ------
Net Investment Income 0.11 0.18 0.13 0.08
Net Realized and Unrealized Gain
(Loss) on Securities 1.50 0.60 1.12 1.02
Dividends from Net Investment Income (0.11) (0.18) (0.15) (0.09)
Distributions from Net Realized Gains --- --- --- ---
------ ------ ------ ------
Ending Net Asset Value per Share $14.21 $12.71 $12.11 $11.01
------ ------ ------ ------
------ ------ ------ ------
Ratios to Average Net Assets:
Expenses (2) 1.45%(3) 1.46% 1.45% 1.44%(3)
Net Investment Income 15.23%(3) 1.59% 1.38% 1.63%(3)
Total Return 12.70% 6.52% 11.38% 17.05%(3)
Portfolio Turnover Rate 16.92% 27.20% 32.15% 23.95%
Net Assets at the End of Period (000's Omitted $8,741 $7,960 $5,060 $2,145

</TABLE>

(1) The Fund commenced operations on July 31, 1992.

(3) Annualized.

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3. PAYSON VALUE FUND
INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE

The investment objective of Payson Value Fund is to seek high total return
(capital appreciation and current income) by investing in a diversified
portfolio of common stock and securities convertible into common stock which
appear to be undervalued in the marketplace. Except to the degree that is
necessary to provide liquidity, and during periods when the Fund assumes a
temporary defensive position, the Fund will have all of its assets invested in
common stock and securities convertible into common stock. There can be no
assurance that the Fund will achieve its investment objective. The Fund may
seek to achieve its objective by holding, as its only investment securities, the
securities of an investment company having substantially the same investment
objective and policies as the Fund. "Other Information " Fund Structure."
Additional information concerning the investment policies of the Fund,
including additional fundamental policies, is contained in the SAI.

INVESTMENT POLICIES

The Fund intends to invest principally in securities which, in the
Advisor's opinion, are undervalued relative to the stock market as a whole.
This opinion will be based upon a number of valuation measures, including but
not limited to an analysis of price/earnings ratios, price/book ratios, dividend
yields and measures of current profitability. The Advisor will also consider
both the near-term and long-term fundamental prospects of the companies
identified. The Fund invests primarily in large and medium capitalization
stocks that are widely held by the public.

The Fund will invest in common stock and convertible securities, including
convertible debt and convertible preferred stock, that are rated in one of the
four highest rating categories by a nationally recognized statistical rating
organization ("NRSRO") or which are unrated by any NRSRO and are judged by the
Advisor to be of comparable quality. Unrated securities may not be as actively
traded as rated securities. A further description of Moody's Investors Service,
Inc., Standard & Poor's Corporation and other NRSRO ratings is included in the
SAI.

CONVERTIBLE SECURITIES. A convertible security is a bond, debenture, note,
preferred stock or other security that may be converted into or exchanged for a
prescribed amount of common stock of the same or a different issuer within a
particular period of time at a specified price or formula. A convertible
security entitles the holder to receive interest paid or accrued on debt or the
dividend paid on preferred stock until the convertible security matures or is
redeemed, converted or exchanged. Before conversion, convertible securities
have characteristics similar to nonconvertible debt securities in that they
ordinarily provide a stable stream of income with generally higher yields than
those of common stocks of the same or similar issuers. Convertible securities
rank senior to common stock in a corporation's capital structure but are usually
subordinated to comparable nonconvertible securities.

CERTAIN RISK FACTORS. The value of the equity securities in which the Fund
invests may change rapidly and to a great degree depending upon many factors,
including the market's perception of the value of the securities. Accordingly,
the net asset value of the Fund may change similarly. Investors in the Fund
should be willing to accept the risks of the stock market and should consider an
investment in the Fund only as a part of their overall investment portfolio.

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4. PAYSON BALANCED FUND
INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE

The investment objective of Payson Balanced Fund is to seek a combination
of high current income and capital appreciation by investing in common stock and
securities convertible into common stock, which appear to be undervalued, and in
high grade senior debt securities, including U.S. Government, government agency
and corporate obligations. The Fund will seek to achieve its investment
objective while reducing volatility through the allocation of its assets among
the available types of securities based upon the Advisor's opinion of the risk
in each. There can be no assurance that the Fund will achieve its investment
objective. The Fund may seek to achieve its objective by holding, as its only
investment securities, the securities of an investment company having
substantially the same investment objective and policies as the Fund. "Other
Information " Fund Structure." Additional information concerning the
investment policies of the Fund, including additional fundamental policies, is
contained in the SAI.

INVESTMENT POLICIES

Under normal circumstances the Fund will invest in common stock and
securities convertible into common stock in a manner similar to that of Payson
Value Fund and in investment grade debt securities which the Advisor identifies
as providing high levels of income with safety and appreciation potential. For
a description of the investment policies and risk considerations of the Fund's
equity investments, see "Payson Value Fund Investment Objective and Policies."
The debt securities in which the Fund intends to invest include U.S. Government,
government agency, and corporate obligations.

The Fund will not purchase a security if as a result of the purchase less
than 25% of its total assets would be in fixed-income senior securities
(including debt securities, preferred stocks, and convertible debt securities
and convertible preferred stocks to the extent their value is attributable to
their fixed-income characteristics). This investment policy may be changed by
the Board of Directors of the Trust, but only with 60 days' prior shareholder
notice. Subject to this restriction, the percentage of the Fund's assets
invested in each type of security at any time will be in accordance with the
judgment of the Advisor.

The Fund may invest in the following types of fixed income securities:

(1) Debt securities which are rated in one of the three highest rating
categories by a nationally recognized statistical rating organization ("NRSRO")
or which are unrated by any NRSRO and judged by the Advisor to be of comparable
quality;

(2) Obligations issued or guaranteed as to principal and interest by the
United States Government or by any of its agencies or instrumentalities ("U.S.
Government Securities");

(3) Mortgage-backed securities which are U.S. Government Securities or are
otherwise rated in one of the two highest rating categories by an NRSRO or which
are unrated by any NRSRO and judged by the Advisor to be of comparable quality;

(4) Commercial paper and other money market instruments rated in one of
the two highest short-term rating categories by an NRSRO or which are unrated by
any NRSRO and judged by the Advisor to be of comparable quality;

(6) Convertible securities rated in one of the four highest rating
categories by an NRSRO or which are unrated by any NRSRO and judged by the
Advisor to be of comparable quality. For a description of convertible
securities, see "Payson Value Fund Investment Objective and Policies."

It is currently anticipated that the Fund will invest in debt obligations
with maturities ranging from short-term (including overnight) to thirty years,
and that the Fund's portfolio of debt securities will have an average dollar-
weighted maturity of between five and 15 years.

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<PAGE>

DEBT SECURITIES CONSIDERATIONS AND RISKS. The market value of debt
securities depends upon, among other things, conditions in the market for the
security and the fixed income markets generally, the size of a particular
offering, the maturity of the obligation, and the rating of the issue. The
market value of the interest-bearing debt securities held by the Fund will be
affected by changes in interest rates. There is normally an inverse
relationship between the market value of securities sensitive to prevailing
interest rates and actual changes in interest rates. In other words, a decline
in interest rates produces an increase in market value, while an increase in
interest rates produces a decrease in market value. Moreover, the longer the
remaining maturity of a security, the greater will be the effect of interest
rate changes on the market value of that security. Changes in the ability of an
issuer to make payments of interest and principal and in the market's perception
of an issuer's creditworthiness will also affect the market value of the debt
securities of that issuer. Obligations of issuers of debt securities are
subject to the provisions of bankruptcy, insolvency and other laws affecting the
rights and remedies of creditors. The possibility exists, therefore, that, as a
result of litigation or other conditions, the ability of any issuer to pay, when
due, the principal of and interest on its debt securities may be materially
impaired.

Securities in the permissible rating categories are generally considered to
be investment grade securities, although Moody's Investors Service, Inc.
("Moody's") indicates that securities rated Baa have speculative
characteristics. A further description of the ratings used by Moody's, Standard
& Poor's Corporation and other NRSROs is contained in the SAI. Unrated
securities may not be as actively traded as rated securities. A non-rated
security will be considered for investment by the Fund when the Adviser believes
that the financial condition of the issuer of such obligation and the protection
afforded by the terms of the obligation limit the risk to the Fund to a degree
comparable to that of rated securities in which the Fund may invest. The Fund
may retain securities whose rating has been lowered below the lowest permissible
rating category (or that are unrated and determined by the Advisor to be of
comparable quality) only if the Advisor determines that retaining the security
is in the best interests of the Fund.

U.S. GOVERNMENT SECURITIES. The U.S. Government Securities in which the
Fund may invest include direct obligations of the U.S. Treasury (such as
Treasury bills and notes) and other securities backed by the full faith and
credit of the U.S. Government, such as those issued by the Federal Housing
Administration and Government National Mortgage Association ("GNMA"). The Fund
may also invest in U.S. Government Securities that have lesser degrees of
government backing. For instance, the Fund may invest in obligations of the
Federal National Mortgage Association ("FNMA") and Federal Home Loan Mortgage
Corporation ("FHLMC") (which are supported by the right of the issuer to borrow
from the Treasury under certain circumstances) and obligations of the Student
Loan Marketing Association and the Federal Home Loan Banks (which are supported
only by the credit of the agency or instrumentality). There is no guarantee
that the U.S. Government will support securities not backed by its full faith
and credit and, accordingly, these securities may involve more risk than other
U.S. Government Securities.

MORTGAGE-BACKED SECURITIES. Mortgage-backed securities represent an
interest in a pool of mortgages originated by lenders such as commercial banks,
savings associations and mortgage bankers and brokers. Mortgage-backed
securities may be issued by governmental or government-related entities or by
non-governmental entities such as special purpose trusts created by banks,
savings associations, private mortgage insurance companies or mortgage bankers.

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<PAGE>

fixed-rate, fixed-term mortgages, the Fund may purchase pools of variable rate
mortgages, growing equity mortgages, graduated payment mortgages and other
types. Mortgage servicers impose qualification standards for local lending
institutions which originate mortgages for the pools as well as credit standards
and underwriting criteria for individual mortgages included in the pools. In
addition, many mortgages included in pools are insured through private mortgage
insurance companies.

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<PAGE>

most adjustable rate securities (or the underlying mortgages) are subject to
caps or floors. "Caps" limit the maximum amount by which the interest rate
paid by the borrower may change at each reset date or over the life of the
loan and, accordingly, fluctuation in interest rates above these levels could
cause such mortgage securities to "cap out" and to behave more like
long-term, fixed-rate debt securities. ARMs may have less risk of a decline
in value during periods of rapidly rising rates, but they may also have less
potential for capital appreciation than other debt securities of comparable
maturities due to the periodic adjustment of the interest rate on the
underlying mortgages and due to the likelihood of increased prepayments of
mortgages as interest rates decline. Furthermore, during periods of declining
interest rates, income to the Fund will decrease as the coupon rate resets
along with the decline in interest rates. During periods of rising interest
rates, changes in the coupon rates of the mortgages underlying the Fund's
ARMs may lag behind changes in market interest rates. This may result in a
lower value until the interest rate resets to market rates.

There may not be an active secondary market for certain floating or
variable rate instruments, which could make it difficult for the Fund to dispose
of an instrument during periods that the Fund is not entitled to exercise any
demand rights it may have. The Fund could, for this or other reasons, suffer a
loss with respect to an instrument. The Advisor monitors the liquidity of the
Fund's investment in variable and floating rate instruments, but there can be no
guarantee that an active secondary market will exist.

5. ADDITIONAL INVESTMENT
POLICIES

All investment policies of a Fund that are designated as fundamental and
each Fund's investment objective may not be changed without approval of the
holders of a majority of that Fund's outstanding voting securities. A majority
of a Fund's outstanding voting securities means the lesser of 67% of the shares
of that Fund present or represented at a shareholders meeting at which the
holders of more than 50% of the shares are present or represented, or more than
50% of the outstanding shares of the Fund. Except as otherwise indicated,
investment policies of the Funds are not fundamental and may be changed by the
Board of Directors of the Trust (the "Board") without shareholder approval. A
further description of the Funds' investment policies is contained in the SAI.

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<PAGE>

agreements maturing in more than seven days, and, with respect to 75% of their
total assets, may not invest more than 5% of their assets in the securities of a
single issuer. In order to avoid maintaining idle cash, the Funds may invest up
to 10% of their total assets in money market mutual funds.

REPURCHASE AGREEMENTS AND LENDING OF PORTFOLIO SECURITIES. Each Fund may
seek additional income by entering into repurchase agreements or by lending
securities from its portfolio to brokers, dealers and other financial
institutions. These investments may entail certain risks not associated with
direct investments in securities. For instance, in the event that bankruptcy or
similar proceedings were commenced against a counterparty in these transactions
or a counterparty defaulted on its obligations, a Fund might suffer a loss. The
Advisor monitors the creditworthiness of counterparties to these transactions
and intends to enter into these transactions only when it believes the
counterparties present minimal credit risks and the income to be earned from the
transaction justifies the attendant risks.

During the period between a commitment and settlement, no payment is made
for the securities purchased and, thus, no interest accrues to the purchaser
from the transaction. However, at the time a Fund makes a commitment to
purchase securities in this manner, the Fund immediately assumes the risk of
ownership, including price fluctuation. Failure by the other party to deliver
or pay for a security purchased or sold by the Fund may result in a loss or a
missed opportunity to make an alternative investment. Any significant
commitment of a Fund's assets committed to the purchase of securities on a when-
issued or forward commitment basis may increase the volatility of its net asset
value.

FOREIGN SECURITIES. The Funds may invest up to 20% of their assets in
securities of foreign issuers and in American Depository Receipts ("ADRs"). In
addition to the debt securities of domestic corporations, Payson Balanced Fund
may invest in debt securities registered and sold in the United States by
foreign issuers (Yankee Bonds) and debt securities sold outside the United
States by foreign or U.S. issuers (Euro-bonds). The Funds intend to restrict
their purchases of debt securities to issues denominated and payable in United
States dollars.

Investments in foreign companies involve certain risks, such as exchange
rate fluctuations, political or economic instability of the issuer or the
country of issue and the possible imposition of exchange controls, withholding
taxes on dividends or interest payments, confiscatory taxes or expropriation.
Foreign securities may also be subject to greater fluctuations in price than
securities of domestic corporations

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<PAGE>

denominated in U.S. dollars. Foreign securities and their markets may not be as
liquid as domestic securities and their markets, and foreign brokerage
commissions and custody fees are generally higher than those in the United
States. In addition, less information may be publicly available about a foreign
company than about a domestic company, and foreign companies may not be subject
to uniform accounting, auditing and financial reporting standards comparable to
those applicable to domestic companies. With respect to their permitted
investments in foreign securities, the Funds do not limit the amount of their
assets that may be invested in one country or, in the case of Payson Value Fund,
denominated in one currency.

The Funds may invest in sponsored and unsponsored ADRs, which are receipts
issued by an American bank or trust company evidencing ownership of underlying
securities issued by a foreign issuer. Unsponsored ADRs may be created without
the participation of the foreign issuer. Holders of these ADRs generally bear
all the costs of the ADR facility, whereas foreign issuers typically bear
certain costs in a sponsored ADR. The bank or trust company depository of an
unsponsored ADR may be under no obligation to distribute shareholder
communications received from the foreign issuer or to pass through voting
rights.

TEMPORARY DEFENSIVE POSITION. When business or financial conditions
warrant, such as, for example, when issues of sufficient quality and liquidity
are not available or the Advisor believes the equity markets are overvalued, a
Fund may assume a temporary defensive position and invest all or part of its
assets in cash or prime quality cash equivalents, including (i) short-term U.S.
Government Securities, (ii) certificates of deposit, bankers' acceptances and
interest-bearing savings deposits of commercial banks doing business in the
United States, (iii) commercial paper, (iv) repurchase agreements covering any
of the securities in which the Fund may invest directly and (v) to the extent
permitted by the Investment Company Act of 1940, money market mutual funds.
During periods when and to the extent that the Fund has assumed a temporary
defensive position, it may not be pursuing its investment objective.

PORTFOLIO TRANSACTIONS. The frequency of portfolio transactions of the
Funds (the portfolio turnover rate) will vary from year to year depending on
market conditions. Higher rates of turnover will result in higher brokerage
costs for the Funds. The Adviser weighs the anticipated benefits of short-term
investments against these consequences. The Funds' portfolio turnover rate is
reported under "Financial Highlights."

The Funds have no obligation to deal with any specific broker or dealer in
the execution of portfolio transactions. Consistent with their policy of
obtaining the best net results, the Funds may conduct brokerage transactions
through the Advisor or its affiliates. The Board has adopted policies, as
required by law, to ensure that these transactions are reasonable and fair and
that the commissions charged are comparable to those charged by non-affiliated
qualified broker-dealers.

6. MANAGEMENT

INVESTMENT ADVISOR

Since the inception of each Fund, H.M. Payson & Co. has served as the
Fund's investment advisor pursuant to an Investment Advisory Agreement with the
Trust. Subject to the general supervision of the Board, the Advisor makes
investment decisions for the Funds. For its services under the Investment
Advisory Agreement, the Advisor receives, with respect to Payson Value Fund, an
advisory fee at an annual rate of 0.80% of that Fund's average daily net assets
and, with respect to Payson Balanced Fund, an advisory fee at an annual rate of
0.60% of that Fund's average daily net assets. The advisory fee paid by Payson
Value Fund is higher than that paid by most investment companies of all types to
their advisers, but the Trust believes that the fee is appropriate for an equity
fund.

The Advisor was founded in Portland, Maine in 1854 and was incorporated in
Maine in 1987, making it one of the oldest investment firms in the United States
operating under its original name. The Advisor is a registered broker-dealer
and investment adviser and is a member of the National Association

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<PAGE>

of Securities Dealers, Inc. The Advisor provides investment management services
through an investment advisory division and a trust division. As of June 30,
1995, the Advisor had in excess of $630 million in assets under management. The
Advisor's clients include pension plans, endowment funds and institutional and
individual accounts.

Since July 10, 1995, John C. Knox, Director and Senior Research Analyst of
the Advisor, has been primarily responsible for the day-to-day management of
Payson Value Fund's portfolio. Since April 1, 1993, Peter E. Robbins, a
Managing Director and Director of Research of the Advisor, has been primarily
responsible for the day-to-day management of Payson Balanced Fund's portfolio.
Mr. Knox is a Chartered Financial Analyst and has been associated with the
Advisor since 1981. Mr. Robbins is a Chartered Financial Analyst and has been
associated with the Advisor since 1982, except for the period from January 1988
to October 1990. During that period Mr. Robbins was president of Mariner
Capital Group, a real estate development and non-financial asset management
business.

MANAGER AND DISTRIBUTOR

Subject to the supervision of the Board, Forum supervises the overall
management of the Funds and acts as distributor of the Funds' shares. Forum and
the Transfer Agent are members of the Forum Financial Group of companies and
together provide a full range of services to the investment company and
financial services industry. As of the date hereof, Forum acted as manager and
distributor of registered investment companies and collective trust funds with
assets of approximately $9.2 billion. Forum, whose address is 61 Broadway, New
York, New York 10006, is a registered broker-dealer and investment adviser and
is a member of the National Association of Securities Dealers, Inc. As of the
date of this Prospectus, Forum and the Transfer Agent were controlled by John Y.
Keffer, President and Chairman of the Trust.

Under its management and distribution agreement with the Trust, Forum
supervises all aspects of the Funds' operations, including the Trust's receipt
of services for which the Trust is obligated to pay, provides the Trust with
general office facilities and provides, at the Trust's expense, the services of
persons necessary to perform such supervisory, administrative and clerical
functions as are needed to effectively operate the Trust. Those persons, as
well as certain employees and Directors of the Trust, may be directors, officers
or employees of (and persons providing services to the Trust may include) Forum
and its affiliates. In addition, under its agreement Forum acts as distributor
of the Funds' shares. Forum acts as the agent of the Trust in connection with
the offering of shares of the Funds. For these services and facilities, Forum
receives with respect to each Fund a fee at an annual rate of 0.20% of each
Fund's average daily net assets.

SHAREHOLDER SERVICING

Shareholder inquiries and communications concerning the Funds may be
directed to the Transfer Agent. The Transfer Agent acts as the Funds' transfer
agent and dividend disbursing agent. The Transfer Agent maintains an account
for each shareholder of the Funds (unless such accounts are maintained by sub-
transfer agents or processing agents) and performs other transfer agency and
shareholder related functions. For its services, the Transfer Agent receives a
fee at an annual rate of 0.25% of each Fund's average daily net assets.

The Transfer Agent is authorized to subcontract any or all of its functions
to one or more qualified sub-transfer agents or processing agents, which may be
processing organizations (as described under "Purchases and Redemptions of
Shares, Purchases and Redemptions Through Financial Institutions"), Forum or
affiliates of Forum, who agree to comply with the terms of the Transfer Agency
Agreement. The Transfer Agent may pay those agents for their services, but no
such payment will increase the Transfer Agent's compensation from the Trust. In
addition, the Transfer Agent performs portfolio accounting services for the
Fund, including determination of the Fund's net asset value per share, pursuant
to a separate agreement with the Trust.

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EXPENSES OF THE COMPANY

A Fund's expenses comprise Trust expenses attributable to a Fund, which are
charged to the Fund, and expenses not attributable to a particular fund of the
Trust, which are allocated among the Fund and all other funds of the Trust in
proportion to their average net assets. Subject to Forum's obligations to
reimburse the Trust for excess expenses of the Fund, the Trust pays for all of
its expenses. The Advisor, Forum and the Transfer Agent, in their sole
discretion, may waive all or any portion of their respective fees, which are
accrued daily and paid monthly. Any such waiver, which could be discontinued at
any time, would have the effect of increasing a Fund's performance for the
period during which the waiver was in effect and would not be recouped at a
later date.

7. PURCHASES AND REDEMPTIONS
OF SHARES

GENERAL INFORMATION

Investments in the Funds may be made either by an investor directly or
through certain brokers and financial institutions of which the investor is a
customer. All transactions in Fund shares are effected through the Transfer
Agent, which accepts orders for purchases and redemptions from shareholders of
record and new investors. Shareholders of record will receive from the Trust
periodic statements listing all account activity during the statement period.
The Trust reserves the right in the future to modify, limit or terminate any
shareholder privilege upon appropriate notice to shareholders and charge a fee
for certain shareholder services, although no such fees are currently
contemplated.

PURCHASES. Fund shares are sold at a price equal to their net asset value
on all weekdays except customary national business holidays and Good Friday
("Fund Business Day"). Fund shares are issued immediately following the next
determination of net asset value made after an order for the shares in proper
form is accepted by the Transfer Agent. Each Fund's net asset value is
calculated at 4:00 p.m., Eastern time on each Fund Business Day. Fund shares
become entitled to receive dividends on the next Fund Business Day after
acceptance of an order.

REDEMPTIONS. Fund shares may be redeemed without charge at their net asset
value on any Fund Business Day. There is no minimum period of investment and no
restriction on the frequency of redemptions. Fund shares are redeemed as of the
next determination of the Fund's net asset value following acceptance by the
Transfer Agent of the redemption order in proper form (and any supporting
documentation which the Transfer Agent may require). Shares redeemed are not
entitled to receive dividends declared after the day on which the redemption
becomes effective.

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The Trust employs reasonable procedures to insure that telephone orders are
genuine (which include recording certain transactions and the use of shareholder
security codes) and, if it does not, may be liable for any losses due to
unauthorized or fraudulent telephone instructions. Shareholders should verify
the accuracy of telephone instructions immediately upon receipt of confirmation
statements. During times of drastic economic or market changes, the telephone
redemption and exchange privileges may be difficult to implement. In the event
that a shareholder is unable to reach the Transfer Agent by telephone, requests
may be mailed or hand-delivered to the Transfer Agent.

PURCHASE AND REDEMPTION
PROCEDURES

Forum Funds, Inc.
[Name of Fund]
P.O. Box 446
Portland, Maine 04112

For those shareholder services not referenced on the account application
and to change information on a shareholder's account (such as addresses),
investors or existing shareholders should request an optional services form from
the Transfer Agent.

INITIAL PURCHASE OF SHARES

There is a $5,000 minimum for initial investments in either Fund ($2,000
for individual retirement accounts).

BY MAIL. Investors may send a check made payable to the Trust along with a
completed account application to the Funds at the address listed above. Checks
are accepted at full value subject to collection. If a check does not clear,
the purchase order will be cancelled and the investor will be liable for any
losses or fees incurred by the Trust, the Transfer Agent or Forum.

BY BANK WIRE. To make an initial investment in either Fund using the wire
system for transmittal of money among banks, an investor should first telephone
the Trust at (207) 879-0009 to obtain an account number. The investor should
then instruct a member commercial bank to wire the investor's money immediately
to:

First National Bank of Boston
Boston, Massachusetts
ABA# 011000390
For Credit To: Forum Financial Corp.
Account #: 541-54171
Re: (Name of Fund)
Account #:
Account Name:

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SUBSEQUENT PURCHASES OF SHARES

There is a $500 minimum for subsequent purchases. Subsequent purchases may
be made by mailing a check or by sending a bank wire as indicated above.
Shareholders using the wire system for purchase should first telephone the Trust
at (207) 879-0009 to notify it of the wire transfer. All payments should
clearly indicate the shareholder's name and account number.

Shareholders may purchase Fund shares at regular, preselected intervals by
authorizing the automatic transfer of funds from a designated bank account
maintained with a United States banking institution which is an Automated
Clearing House member. Under the program, existing shareholders may authorize
amounts of $250 or more to be debited from their bank account and invested in a
Fund monthly or quarterly. Shareholders wishing to participate in this program
may obtain the applicable forms from the Transfer Agent. Shareholders may
terminate their automatic investments or change the amount to be invested at any
time by written notification to the Transfer Agent.

REDEMPTION OF SHARES

BY TELEPHONE. A shareholder that has elected telephone redemption
privileges may make a telephone redemption request by calling the Transfer Agent
at (207) 879-0009 and providing the shareholder's account number, the exact name
in which the shareholder's shares are registered and the shareholder's social
security or taxpayer identification number. In response to the telephone
redemption instruction, the Fund will mail a check to the shareholder's record
address or, if the shareholder has elected wire redemption privileges, wire the
proceeds.

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EXCHANGES

Fund shareholders are entitled to exchange their shares for shares of the
other Fund, any other fund of the Trust or any other fund that participates in
the exchange program and whose shares are eligible for sale in the shareholder's
state of residence. Exchanges may only be made between accounts registered in
the same name. A completed account application must be submitted to open a new
account in a Fund through an exchange if the shareholder requests any
shareholder privilege not associated with the existing account. Exchanges are
subject to the fees charged by, and the restrictions listed in the prospectus
for, the fund into which a shareholder is exchanging, including minimum
investment requirements. The Funds do not charge for exchanges, and there is
currently no limit on the number of exchanges a shareholder may make.

BY MAIL. Exchanges may be accomplished by written instructions to the
Transfer Agent accompanied by any stock certificate that may have been issued to
the shareholder. All written requests for exchanges must be signed by the
shareholder (a signature guarantee is not required) and all certificates
submitted for exchange must be endorsed by the shareholder with signature
guaranteed.

EXCHANGE BY TELEPHONE. Exchanges may be accomplished by telephone by any
shareholder that has elected telephone exchange privileges by calling the
Transfer Agent at (207) 879-0009 and providing the shareholder's account number,
the exact name in which the shareholder's shares are registered and the
shareholder's social security or taxpayer identification number.
RETIREMENT PROGRAMS

INDIVIDUAL RETIREMENT ACCOUNTS. Each of the Funds may be a suitable
investment vehicle for part or all of the assets held in individual retirement
accounts ("IRAs"). The minimum initial investment for an IRA is $2,000, and the
minimum subsequent investment is $500. Individuals may make tax-deductible IRA
contributions of up to a maximum of $2,000 annually. However, this deduction
will be reduced if the individual or, in the case of a married individual filing
jointly, either the individual or the individual's spouse is an active
participant in an employer-sponsored retirement plan and has adjusted gross
income above certain levels.

EMPLOYEE BENEFIT PLANS. The Funds may be a suitable investment vehicle for
part or all of the assets held in various employee benefit plans, including
401(k) plans, 403(b) plans and SARSEPs.

PURCHASES AND REDEMPTIONS THROUGH
FINANCIAL INSTITUTIONS

Shares may be purchased and redeemed through certain brokers, banks and
other financial institutions ("Processing Organizations"), including affiliates
of the Transfer Agent. Processing Organizations may charge their customers a
fee for their services and are responsible for promptly transmitting purchase,
redemption and other requests to the Funds. The Trust is not responsible for
the failure of any institution to promptly forward these requests.

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Investors who purchase shares will be subject to the procedures of their
Processing Organization, which may include charges, limitations, investment
minimums, cutoff times and restrictions in addition to, or different from, those
applicable to shareholders who invest in the Funds directly. These investors
should acquaint themselves with their institution's procedures and should read
this Prospectus in conjunction with any materials and information provided by
their institution. Customers who purchase Fund shares through a Processing
Organization may or may not be the shareholder of record and, subject to their
institution's and each Fund's procedures, may have Fund shares transferred into
their name. There is typically a three day settlement period for purchases and
redemptions through broker-dealers. Certain other Processing Organizations may
enter purchase orders with payment to follow.

8. DIVIDENDS AND TAX MATTERS

DIVIDENDS

Dividends of each Fund's net investment income are declared and paid
quarterly. Dividends of net capital gain, if any, realized by the Funds are
distributed annually.

Shareholders may have all dividends reinvested in additional shares of the
Fund that paid the dividend or received in cash. In addition, shareholders may
have dividends of net capital gain reinvested in additional shares of the Fund
and dividends of net investment income paid in cash. All dividends are treated
in the same manner for Federal income tax purposes whether received in cash or
reinvested in shares of the Fund.

TAXES

Each Fund intends to continue to qualify for each fiscal year to be taxed
as a "regulated investment company" under the Internal Revenue Code of 1986. As
such, the Funds will not be liable for Federal income taxes on the net
investment income and net capital gain distributed to their shareholders.
Because the Funds intend to distribute all of their net investment income and
net capital gain each year, the Funds should avoid all Federal income and excise
taxes.

Dividends paid by the Funds out of their net investment income (including
any realized net short-term capital gain) are taxable to shareholders as
ordinary income. Distributions by the Funds of realized net long-term capital
gain are taxable to shareholders as long-term capital gain, regardless of the
length of time the shareholder may have held shares in the Fund. If Fund shares
are sold at a loss after being held for six months or less, the loss will be
treated as long-term capital loss to the extent of any long-term capital gain
distribution received on those shares.

Any dividend or distribution received by a shareholder reduces the net
asset value of the shareholder's shares by the amount of the dividend or
distribution. To the extent that the income or gain comprising a dividend or
distribution were accrued by a Fund before the shareholder purchased the shares,
the dividend or distribution would be in effect a return of capital to the
shareholder. All dividends and distributions, including those that operate as a
return of capital, however, are taxable as described above to the shareholder
receiving them regardless of the length of time he may have held shares prior to
the dividend or distribution.

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It is expected that a portion of each Fund's dividends to shareholders will
qualify for the dividends received deduction for corporations.

The Funds may be required by Federal law to withhold 31% of reportable
payments (which may include dividends, capital gain distributions and redemption
proceeds) paid to individuals and certain other non-corporate shareholders.
Withholding is not required if a shareholder certifies that the shareholder's
social security or tax identification number provided to the Fund is correct and
that the shareholder is not subject to backup withholding.

The foregoing is only a summary of some of the important Federal tax
considerations generally affecting the Funds and their shareholders. There may
be other Federal, state or local tax considerations applicable to a particular
investor. Prospective investors are urged to consult their tax advisors.

9. OTHER INFORMATION

PERFORMANCE INFORMATION

Each Fund's performance may be quoted in advertising in terms of yield or
total return. Both types are based on historical results and are not intended
to indicate future performance. A Fund's yield is a way of showing the rate of
income earned by the Fund as a percentage of the Fund's share price. Yield is
calculated by dividing the net investment income of the Fund for the stated
period by the average number of shares entitled to receive dividends and
expressing the result as an annualized percentage rate based on the Fund's share
price at the end of the period. Total return refers to the average annual
compounded rates of return over some representative period that would equate an
initial amount invested at the beginning of a stated period to the ending
redeemable value of the investment, after giving effect to the reinvestment of
all dividends and distributions and deductions of expenses during the period. A
Fund also may advertise its total return over different periods of time or by
means of aggregate, average, year by year, or other types of total return
figures. Because average annual returns tend to smooth out variations in each
Fund's returns, shareholders should recognize that they are not the same as
actual year-by-year results.

Each Fund's advertisements may reference ratings and rankings among similar
funds by independent evaluators such as Morningstar, Lipper Analytical Services,
Inc. or IBC/Donoghue, Inc. In addition, the performance of the Funds may be
compared to recognized indices of market performance. The comparative material
found in a Fund's advertisements, sales literature or reports to shareholders
may contain performance ratings. These are not to be considered representative
or indicative of future performance.

BANKING LAW MATTERS

DETERMINATION OF NET ASSET VALUE

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THE TRUST AND ITS SHARES

FUND STRUCTURE

The Fund may seek to achieve its objective by investing all of its
investable assets in a separate portfolio of a registered, open-end management
investment company with substantially the same investment objective and policies
as the Fund. This "Core and Gateway" fund structure is an arrangement whereby
one or more investment companies or other collective investment vehicles that
share investment objectives -- but offer their shares through distinct
distribution channels -- pool their assets by investing in a single investment
company having substantially the same investment objective and policies (a "Core
Portfolio"). This means that the only investment securities that will be held
by the Fund will be the Fund's interest in the Core Portfolio. This structure
would permit other collective investment vehicles to invest collectively in a
Core Portfolio, allowing for greater economies of scale in managing operations
of the single Core Portfolio. In the event the Fund invested all of its assets
in a Core Portfolio, its methods of operation and shareholder services would not
be materially affected by its investment in a corresponding Core Portfolio,
except that the assets of the Fund may be managed as part of a larger pool. If
the Fund invested all of its assets in a Core Portfolio, it would hold only
investment securities issued by the Core Portfolio; the Core Portfolio would
directly invest in individual securities of other issuers. The Fund would
otherwise continue its normal operation. The Board would retain the right to
withdraw the Fund's investments from the Core Portfolio at any time; the Fund
would then resume investing directly in individual securities of other issuers
or could re-invest all of its assets in another Core Portfolio.

<PAGE>

FORUM FUNDS

DAILY ASSETS TREASURY FUND

Account Information and
Shareholder Servicing: Distributor:
Forum Financial Corp. Forum Financial Services, Inc.
P.O. Box 446 Two Portland Square
Portland, Maine 04112 Portland, Maine 04101
(207) 879-0001 (207) 879-1900

- --------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION
August 1, 1995
As Amended January 5, 1996

Forum Funds is a registered open-end investment company. This Statement of
Additional Information supplements the Prospectus offering shares of Daily
Assets Treasury Fund, a portfolio of the Trust, and should be read only in
conjunction with the applicable Prospectus, a copy of which may be obtained by
an investor without charge by contacting the Trust's Distributor at the address
listed above.

TABLE OF CONTENTS
Page
----
1. Investment Policies.................... 2
2. Investment Limitations................. 4
3. Performance Data....................... 5
4. Management............................. 6
5. Determination of Net Asset Value....... 12
6. Portfolio Transactions................. 12
7. Additional Purchase and
Redemption Information................. 13
8. Taxation............................... 15
9. Other Information...................... 15

Appendix A - Description of Securities Ratings

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THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS.

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DEFINITIONS

As used in this Statement of Additional Information, the following terms shall
have the meanings listed:

"Adviser" shall mean Forum Advisors, Inc.

"Board" shall mean the Board of Trustees of the Trust.

"Core Trust" shall mean the Core Trust (Delaware).

"Core Trust Board" shall mean the Board of Trustees of Core Trust.

"FFC" shall mean Forum Financial Corp.

"Forum" shall mean Forum Financial Services, Inc.

"Fund" shall mean Daily Assets Treasury Fund.

"NRSRO" shall mean a nationally recognized statistical rating organization.

"Portfolio" shall mean the Daily Assets Treasury Portfolio, a portfolio of
Core Trust.

"SAI" shall mean this Statement of Additional Information.

"SEC" shall mean the U.S. Securities and Exchange Commission.

"Subadviser" shall mean Linden Asset Management, Inc.

"Trust" shall mean Forum Funds, a Delaware business trust.

"U.S. Government Securities" shall mean obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities.

"1940 Act" shall mean the Investment Trust Act of 1940, as amended.

1. INVESTMENT POLICIES

The Fund intends to seek to achieve its investment objective by investing all of
its investable assets in the Portfolio. Following is information pertaining to
the investment policies of the Portfolio, which supplements the investment
policy information contained in the Fund's Prospectus.

The Fund has a fundamental investment policy that allows it to invest all of its
investable assets in the Portfolio. All other investment policies of the Fund
and the Portfolio are identical.

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Therefore, although this and the following sections discuss the investment
policies of the Portfolio (and the responsibilities of the Core Trust Board), it
applies equally to the Funds (and the Board). Information with respect to
periods prior to December 5, 1995 (for instance, investment advisory fees paid),
the date the Fund invested in the Portfolio, reflects information with respect
to the Fund and the Fund's direct investment in securities.

Debt securities with longer maturities tend to produce higher yields and are
generally subject to greater price movements than obligations with shorter
maturities. An increase in interest rates will generally reduce the market
value of portfolio investments, and a decline in interest rates will generally
increase the value of portfolio investments.

Except for U.S. Government Securities (as defined in the Prospectus) and to the
limited extent otherwise permitted by Rule 2a-7 under the Investment Trust Act
of 1940 ("1940 Act"), the Fund may not invest more than five percent of its
total assets in (i) the securities of any one issuer or (ii) securities that are
rated (or are issued by an issuer with comparable outstanding short-term debt
that is rated) in the second highest rating category or are unrated and
determined by Forum Advisors, Inc. (the "Adviser") to be of comparable quality.

RATINGS AS INVESTMENT CRITERIA

Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation
("S&P") and other nationally recognized statistical rating organizations NRSROs
are private services that provide ratings of the credit quality of debt
obligations, including convertible securities. A description of the range of
ratings assigned to debt securities by several NRSROs is included in Appendix A
to this Statement of Additional Information. The Portfolio may use these
ratings to determine whether to purchase, sell or hold a security. However,
ratings are general and are not absolute standards of quality. Consequently,
securities with the same maturity, interest rate and rating may have different
market prices. If an issue of securities ceases to be rated or if its rating is
reduced after it has been purchased by the Portfolio, the Adviser will determine
whether the Portfolio should continue to hold the obligation pursuant to
procedures adopted by the Core Trust. In the event that a security held by the
Portfolio (i) is downgraded by an NRSRO below the highest rating category (or an
unrated security is determined by the Adviser to no longer be comparable to a
security bearing the highest rating) or (ii) to the Adviser's knowledge has been
given a rating by an NRSRO below the second highest rating category, the Core
Trust Board will promptly reassess whether the security continues to present
minimal credit risks and will take such action as the Board determines is in the
best interests of the Portfolio and its shareholders. The reassessment required
by clause (ii) will not be required, however, if the security has been disposed
of (or has matured) within five business days of the Adviser's becoming aware of
the new rating (or comparable quality, in the case of an unrated security) and
the Board is notified of the action taken. Credit ratings attempt to evaluate
the safety of principal and interest payments and do not evaluate the risks of
fluctuations in market value. Also, rating agencies may fail to make timely
changes in credit ratings. An issuer's current financial condition may be
better or worse than a rating indicates.

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WHEN-ISSUED SECURITIES AND DELAYED DELIVERY SECURITIES

The Portfolio may purchase securities on a when-issued or delayed delivery
basis. In those cases, the purchase price and the interest rate payable on the
securities are fixed on the transaction date and delivery and payment may take
place a month or more after the date of the transaction. At the time the
Portfolio makes the commitment to purchase securities on a when-issued or
delayed delivery basis, the Portfolio will record the transaction as a purchase
and thereafter reflect the value each day of such securities in determining its
net asset value. If the Portfolio chooses to dispose of the right to acquire a
when-issued security prior to its acquisition, it could, as with the disposition
of any other portfolio obligation, incur a gain or loss due to market
fluctuation.

ILLIQUID SECURITIES

The Portfolio may each invest up to 10% of its net assets in illiquid
securities. The term "illiquid securities" for this purpose means securities
that cannot be disposed of within seven days in the ordinary course of business
at approximately the amount at which the Portfolio has valued the securities and
includes, among other things, repurchase agreements maturing in more than seven
days.

The Core Trust Board has the ultimate responsibility for determining whether
specific securities are liquid or illiquid. The Core Trust Board has delegated
the function of making day-to-day determinations of liquidity to the Adviser,
pursuant to guidelines approved by the Core Trust Board. The Adviser takes into
account a number of factors in reaching liquidity decisions, including but not
limited to: (1) the frequency of trades and quotations for the security; (2) the
number of dealers willing to purchase or sell the security and the number of
other potential buyers; (3) the willingness of dealers to undertake to make a
market in the security; and (4) the nature of the marketplace trades, including
the time needed to dispose of the security, the method of soliciting offers and
the mechanics of the transfer. The Adviser monitors the liquidity of the
securities in the Portfolio's portfolio and reports periodically on such
decisions to the Core Trust Board.

LENDING OF PORTFOLIO SECURITIES

In order to obtain additional income, the Portfolio may from time to time lend
securities from its portfolio to brokers, dealers and financial institutions.
Securities loans must be callable at any time and must be continuously secured
by collateral from the borrower in the form of cash or U.S. Government
Securities with a market value, determined daily, at least equal to the value of
the securities being loaned. The Portfolio receives fees in respect of
securities loans from the borrower or interest from investing the cash
collateral. The Portfolio may pay fees to arrange the loans. The Portfolio may
pay fees to arrange the loans. As a fundamental policy, the Portfolio may not
lend portfolio securities in an amount greater than 33% of the value of its
total assets. The Portfolio intends to enter securities loans only with those
companies that the Adviser, under the general supervision of the Core Trust
Board, believes present minimal credit risks.

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The Portfolio's use of securities lending entails certain risks not associated
with direct investments in securities. For instance, in the event that
bankruptcy or similar proceedings were commenced against a counterparty in these
transactions or a counterparty defaulted on its obligations, the Portfolio might
suffer a loss. Failure by the other party to deliver a security purchased by
the Fund may result in a missed opportunity to make an alternative investment.
The Adviser monitors the creditworthiness of counterparties to these
transactions and intends to enter into these transactions only when it believes
the counterparties present minimal credit risks and the income to be earned from
the transaction justifies the attendant risks.

2. INVESTMENT LIMITATIONS

The Portfolio has adopted the following fundamental investment limitations which
are in addition to those contained in the Fund's Prospectus and which may not be
changed without shareholder approval. The Portfolio may not:

(1) Borrow money, except for temporary or emergency purposes (including the
meeting of redemption requests). Total borrowings may not exceed 33 1/3% of the
Portfolio's total assets and borrowing for purposes other than meeting
redemptions may not exceed 5% of the value of each the Portfolio's total assets.
Outstanding borrowings in excess of 5% of the value of the Portfolio's total
assets must be repaid before any subsequent investments are made by the
Portfolio.

(2) Make loans, except that the Portfolio may (i) purchase debt securities
which are otherwise permissible investments, (ii) enter into repurchase
agreements and (iii) lend portfolio securities.

(3) Purchase securities, other than U.S. Government Securities, if more than
25% of the value of the Portfolio's total assets would be invested in securities
of issuers conducting their principal business activity in the same industry,
provided that consumer finance companies and industrial finance companies are
considered to be separate industries and that there is no limit on the purchase
of the securities of domestic commercial banks.

(4) With respect to 75% of its assets, purchase securities, other than U.S.
Government Securities, of any one issuer if more than 5% of the value of the
Portfolio's total assets would at the time of purchase be invested in any one
issuer.

(5) Pledge, mortgage or hypothecate its assets, except to secure permitted
indebtedness. Collateralized loans of securities are not deemed to be pledges
or hypothecations for this purpose.

(6) Act as an underwriter of securities of other issuers, except to the extent
that, in connection with the disposition of portfolio securities, the Portfolio
may be deemed to be an underwriter for purposes of the Securities Act of 1933.

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(7) Purchase or sell real estate or any interest therein, except that the
Portfolio may invest in debt obligations secured by real estate or interests
therein or issued by companies that invest in real estate or interests therein.

(8) Write put and call options.

(9) Purchase securities having voting rights, except the Portfolio may invest
in securities of other investment companies to the extent permitted by the 1940
Act.

(10) Invest for the purpose of exercising control over any person.

(11) Issue senior securities except pursuant to Section 18 of the 1940 Act and
except that the Portfolio may borrow money subject to investment limitations
specified in the Portfolio's Prospectus.

(12) Purchase securities on margin, or make short sales of securities, except
for the use of short-term credit necessary for the clearance of purchases and
sales of portfolio securities.

(13) Invest in securities (other than fully-collateralized debt obligations)
issued by companies that have conducted continuous operations for less than
three years, including the operations of predecessors, unless guaranteed as to
principal and interest by an issuer in whose securities the Portfolio could
invest.

(14) Invest in or hold securities of any issuer if officers and Trustees of the
Trust or the Adviser, individually owning beneficially more than 1/2 of 1% of
the securities of the issuer, in the aggregate own more than 5% of the issuer's
securities.

(15) Invest in interests in oil or gas or interests in other mineral exploration
or development programs.

(16) Purchase restricted securities.

(17) Purchase or sell real property (including limited partnership interests,
but excluding readily marketable interests in real estate investment trusts or
readily marketable securities of companies which invest in real estate.)

If a percentage restriction on investment or utilization of assets as set forth
above is adhered to at the time an investment is made, a later change in
percentage resulting from a change in the market values of The Portfolio's
assets or redemptions of shares will not be considered a violation of the
limitation.

The Fund has adopted the same fundamental and nonfundamental investment
limitations that cannot be changed without the affirmative vote of the lesser of
(i) more than 50% of the outstanding shares of the Fund or (ii) 67% of the
shares of the Fund present or represented at a shareholders meeting at which the
holders of more than 50% of the outstanding shares of the

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Fund are present or represented. In addition, the Fund has adopted a
fundamental policy which provides that, notwithstanding any other investment
policy or restriction (whether or not fundamental), the Fund may seek to achieve
its investment objective by holding, as its only investment securities, the
securities of another investment company having substantially the same
investment objectives, policies and restrictions as the Fund or Portfolio.

3. PERFORMANCE DATA

The Fund may provide current annualized and effective annualized yield
quotations based on its daily dividends. These quotations may from time to time
be used in advertisements, shareholder reports or other communications to
shareholders. All performance information supplied by the Fund in advertising
is historical and is not intended to indicate future returns.

In performance advertising the Fund may compare any of their performance
information with data published by independent evaluators such as Morningstar,
Lipper Analytical Services, Inc., IBC/Donoghue, Inc., CDC/Wiesenberger or other
companies which track the investment performance of investment companies ("Fund
Tracking Companies"). In addition, the Fund may compare any of its performance
information with the performance of recognized stock, bond and other indexes.
The Fund may refer in such materials to mutual fund performance rankings and
other data published by Fund Tracking Companies. Performance advertising may
also refer to discussions of the Fund and comparative mutual fund data and
ratings reported in independent periodicals, such as newspapers and financial
magazines.

Any current yield quotation of the Fund which is used in such a manner as to be
subject to the provisions of Rule 482(d) under the Securities Act of 1933, as
amended, shall consist of an annualized historical yield, carried at least to
the nearest hundredth of one percent, based on a specific seven-calendar-day
period and shall be calculated by dividing the net change during the seven-day
period in the value of an account having a balance of one share at the beginning
of the period by the value of the account at the beginning of the period, and
multiplying the quotient by 365/7. For this purpose, the net change in account
value would reflect the value of additional shares purchased with dividends
declared on the original share and dividends declared on both the original share
and any such additional shares, but would not reflect any realized gains or
losses from the sale of securities or any unrealized appreciation or
depreciation on portfolio securities. In addition, any effective annualized
yield quotation used by the Fund shall be calculated by compounding the current
yield quotation for such period by adding 1 to the product, raising the sum to a
power equal to 365/7, and subtracting 1 from the result. The Fund's yield for
the seven-day period ending January 4, 1996, was 4.71%, which is equivalent
to an effective yield of 4.82%. Although published yield information is
useful to investors in reviewing the Fund's performance, investors should be
aware that the Fund's yield fluctuates from day to day and that the Fund's yield
for any given period is not an indication or representation by the Fund of
future yields or rates of return on the Fund's shares. Also, Processing
Organizations may charge their customers direct fees in connection with an
investment in the Fund, which will have the effect of reducing the Fund's net
yield to those shareholders. The yields of the Fund are not fixed or
guaranteed, and an investment in the Fund is not insured or guaranteed.
Accordingly, yield information may not necessarily be used to

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compare shares of the Fund with investment alternatives which, like money market
instruments or bank accounts, may provide a fixed rate of interest. Also, it
may not be appropriate to compare the Fund's yield information directly to
similar information regarding investment alternatives which are insured or
guaranteed.

Income calculated for the purpose of determining the Fund's yield differs from
income as determined for other accounting purposes. Because of the different
accounting methods used, and because of the compounding assumed in yield
calculations, the yield quoted for The Fund may differ from the rate of
distribution the Fund paid over the same period or the rate of income reported
in the Fund's financial statements.

4. MANAGEMENT

The trustees and officers of the Trust and their principal occupations during
the past five years are set forth below. Each Trustee who is an "interested
person" (as defined by the 1940 Act) of the Trust is indicated by an asterisk.

John Y. Keffer,* Chairman and President.

President and Director, Forum Financial Services, Inc. (a registered
broker-dealer), Forum Financial Corp. (a registered transfer agent) and
Forum Advisors, Inc. (a registered investment adviser). Mr. Keffer is a
Trustee and/or officer of various registered investment companies for which
Forum Financial Services, Inc. serves as manager, administrator and/or
distributor. His address is Two Portland Square, Portland, Maine 04101.

Costas Azariadis, Trustee.

Professor of Economics, University of California, Los Angeles, since July
1992. Prior thereto, Dr. Azariadis was Professor of Economics at the
University of Pennsylvania. His address is Department of Economics,
University of California, Los Angeles, 405 Hilgard Avenue, Los Angeles,
California 90024.

James C. Cheng, Trustee.

Managing Director, Forum Financial Services, Inc. since September 1991.
President of Technology Marketing Associates (a marketing consulting
company) since September 1991. Prior thereto, Mr. Cheng was President and
Chief Executive Officer of Network Dynamics, Incorporated (a software
development company). His address is 27 Temple Street, Belmont,
Massachusetts 02178.

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J. Michael Parish, Trustee.

Partner at the law firm of Winthrop Stimson Putnam & Roberts since 1989.
Prior thereto, he was a partner at LeBoeuf, Lamb, Leiby & MacRae, a law
firm of which he was a member from 1974 to 1989. His address is 40 Wall
Street, New York, New York 10005.

Mark D. Kaplan, Vice President, Assistant Treasurer and Assistant Secretary.

Managing Director at Forum Financial Services, Inc. since September 1995.
Prior thereto, Mr. Kaplan was Managing Director and Director of Research at
H.M. Payson & Co. His address is Two Portland Square, Portland, Maine
04101.

Michael D. Martins, Treasurer.

Director of Fund Accounting at Forum Financial Corp. since June 1995.
Prior thereto, he served as a manager in the New York City office of
Deloitte & Touche LLP, where he was employed for over five years. His
address is Two Portland Square, Portland, Maine 04101.

David I. Goldstein, Secretary.

Counsel, Forum Financial Services, Inc., with which he has been associated
since 1991. Prior thereto, Mr. Goldstein was associated with the law firm
of Kirkpatrick & Lockhart. Mr. Goldstein is also Secretary or Assistant
Secretary of various registered investment companies for which Forum
Financial Services, Inc. serves as manager, administrator and/or
distributor. His address is Two Portland Square, Portland, Maine 04101.

Dana A. Lukens, Assistant Secretary

Assistant Counsel, Forum Financial Services, Inc., with which he has been
associated since August 1995. Prior thereto, Mr. Lukens was associated
with the law firm of Testa, Hurwitz & Thibeault. Mr. Lukens is also
Assistant Secretary of various registered investment companies for which
Forum Financial Services, Inc. serves as manager, administrator and/or
distributor. His address is Two Portland Square, Portland, Maine

Renee A. Walker, Assistant Secretary

Fund Administrator, Forum Financial Services, Inc., with which she has been
associated since December 1994. Prior thereto, Ms. Walker was employed by
Paine Webber, Inc. and Longwood Partners, Investment Partnership in Boston
Massachusetts. Her address is Two Portland Square, Portland, Maine 04101.

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TRUSTEE COMPENSATION

Each Trustee of the Trust (other than John Y. Keffer, who is an interested
person of the Trust) is paid $1,000 for each Board meeting attended (whether in
person or by electronic communication) plus $100 per active portfolio of the
Trust and is paid $1,000 for each committee meeting attended on a date when a
Board meeting is not held. To the extent a meeting relates to only certain
portfolios of the Trust, Trustees are paid the $100 fee only with respect to
those portfolios. Trustees are also reimbursed for travel and related expenses
incurred in attending meetings of the Board. Trustees of the Trust do not
receive, and the Trust does not accrue, any pension or retirement benefits. No
officer of the Trust is compensated by the Trust. For the fiscal year ended
March 31, 1995, the Trustees of the Trust received the following amounts: Costas
Azariadis, $4,000; James C. Cheng, $3,000; and J. Michael Parish, $4,000.

Each of the Trustees of the Trust is also a Trustee of Core Trust. Each Trustee
of Core Trust (other than John Y. Keffer, who is an interested person of Core
Trust) is paid $1,000 for each Core Trust Board meeting attended (whether in
person or by electronic communication) plus $100 per active portfolio of Core
Trust and is paid $1,000 for each committee meeting attended on a date when a
Core Trust Board meeting is not held. To the extent a meeting relates to only
certain portfolios of Core Trust, trustees are paid the $100 fee only with
respect to those portfolios. Core Trust trustees are also reimbursed for travel
and related expenses incurred in attending meetings of the Core Trust Board.

INVESTMENT ADVISERS

FORUM ADVISORS, INC. Forum Advisors, Inc., the Portfolio's investment adviser,
furnishes at its own expense all services, facilities and personnel necessary in
connection with managing the Portfolio's investments and effecting portfolio
transactions for the Portfolio, pursuant to an investment advisory agreement
between the Adviser and Core (the "Advisory Agreement"). The Advisory Agreement
provides, with respect to the Portfolio, for an initial term of one year from
its effective date and for its continuance in effect for successive twelve-month
periods thereafter, provided the agreement is specifically approved at least
annually by the Core Trust Board or by vote of the shareholders of the
Portfolio, and in either case by a majority of the Trustees who are not parties
to the Advisory Agreement or interested persons of any such party.

The Advisory Agreement is terminable without penalty by Core with respect to the
Portfolio on 60 days' written notice when authorized either by vote of the
Portfolio's shareholders or by a vote of a majority of the Core Trust Board, or
by the Adviser on not more than 60 days' nor less than 30 days' written notice,
and will automatically terminate in the event of its assignment. The Advisory
Agreement also provides that, with respect to the Portfolio, the Adviser shall
not be liable for any error of judgment or mistake of law or for any act or
omission in the performance of its duties to the Portfolio, except for willful
misfeasance, bad faith or gross negligence in the performance of the Adviser's
duties or by reason of reckless disregard of its obligations and duties under
the Advisory Agreement. The Advisory Agreement provides that the Adviser may
render services to others.

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For its services under the Investment Advisory Agreement, Forum receives with
respect to the Portfolio a fee at an annual rate of 0.05% of the average daily
net assets of the Portfolio. Prior to January 15, 1996, the expected date of
the Fund's investment in the Portfolio, Forum acted as the Fund's investment
adviser under an investment advisory agreement between Forum Funds, Inc. and
Forum. Under this investment advisory agreement, Forum received a fee at an
annual ratio of 0.20% of the average daily net assets of the Fund. Fees payable
under this advisory agreement with respect to the Fund during the past three
fiscal years of the Fund are outlined in the following table:

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------
1995 $59,382 $59,382 $0
1994 $51,098 $51,098 $0
1993 $5,112 $5,112 $0

In addition to receiving its advisory fee from the Portfolio, the Adviser may
also act and be compensated as investment manager for its clients with respect
to assets which are invested in the Portfolio. In some instances the Adviser
may elect to credit against any investment management fee received from a client
who is also a shareholder in the Portfolio an amount equal to all or a portion
of the fees received by the Adviser or any affiliate of the Adviser from the
Portfolio with respect to the client's assets invested in the Portfolio.

The Adviser has agreed to reimburse Core Trust for certain of the Portfolio's
operating expenses (exclusive of interest, taxes, brokerage, fees and
organization expenses, all to the extent permitted by applicable state law or
regulation) which in any year exceed the limits prescribed by any state in which
the Portfolio's shares are qualified for sale. The Adviser believes that
currently the most restrictive expense ratio limitation imposed by any state is
2-1/2% of the first $30 million of the Portfolio's average net assets, 2% of the
next $70 million of its average net assets and 1-1/2% of its average net assets
in excess of $100 million. For the purpose of this obligation to reimburse
expenses, the Portfolio's annual expenses are estimated and accrued daily, and
any appropriate estimated payments will be made by the Adviser monthly.

Subject to the above obligations to reimburse Core Trust for its excess
expenses, Core Trust and the Trust have confirmed their respective obligations
to pay all their other, respective expenses, including: interest charges,
taxes, brokerage fees and commissions; certain insurance premiums; fees,
interest charges and expenses of the custodian, transfer agent and dividend
disbursing agent; telecommunications expenses; auditing, legal and compliance
expenses; costs of forming the corporation and maintaining corporate existence;
costs of preparing and printing the Trust's prospectuses, statements of
additional information, account application forms and shareholder reports and
delivering them to existing and prospective shareholders; costs of maintaining
books of original entry for portfolio and fund accounting and other required
books and accounts and of calculating the net asset value of shares of Core
Trust and the Trust; costs of reproduction, stationery and supplies;
compensation of Trustees, officers and employees of Core and costs of

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other personnel performing services for Core Trust and the Trust who are not
officers of an Adviser, the manager and distributor or their respective
affiliates; costs of corporate meetings; Securities and Exchange Commission
registration fees and related expenses; state securities laws registration fees
and related expenses; and fees payable to the Adviser under the Investment
Advisory Agreement.

LINDEN ASSET MANAGEMENT, INC. The Subadviser serves as an investment subadviser
to the Portfolio under an Investment Subadvisory Agreement with the Adviser and
Core Trust. Pursuant to the Investment Subadvisory Agreement, from time to time
the Subadviser provides the Adviser with assistance regarding certain of the
Adviser's responsibilities to the Portfolios, including management of all or
part of the Portfolios' investment portfolios. The Investment Subadvisory
Agreement will remain in effect with respect to the Portfolio for a period of 24
months and will continue in effect thereafter only if its continuance is
specifically approved at least annually by the Core Trust Board or by vote of
the Portfolio's shareholders, and in either case, by a majority of the Trustees
of Core Trust who are not parties to the Investment Subadvisory Agreement or
interested persons of any such party at a meeting called for the purpose of
voting on the Investment Advisory Agreement. To the extent and for the period
of time the Adviser has delegated its responsibilities to the Subadviser, the
Adviser pays the advisory fee for such period to the Subadviser.

The Investment Subadvisory Agreement is terminable with respect to the Portfolio
without penalty by Core Trust on 60 days' written notice when authorized either
by vote of the Portfolio's shareholders or by vote of a majority of the Core
Trust Board, or by the Subadviser on 60 days' written notice, and will
automatically terminate in the event of its assignment. The Investment
Subadvisory Agreement also provides that, with respect to the Portfolio, the
Subadviser shall not be liable for any error of judgment or mistake of law or
for any act or omission in the performance of its duties to the Portfolio,
except for willful misfeasance, bad faith or gross negligence in the performance
of the Subadvisers' duties or by reason of reckless disregard of the
Subadvisers' obligations and duties under the Investment Subadvisory Agreement.

For the fiscal years ended March 31, 1995, 1994 and 1993, the Investment
Subadvisory Agreement was not in effect.

INVESTMENT ADVISORY SERVICES TO THE FUND. The Trust has retained the Adviser as
investment adviser to the Fund under arrangements and an agreement substantially
similar to the arrangements and agreement described above with respect to the
Portfolios and the Adviser. Linden has not been retained as an advisor or
subadvisor by the Trust or Forum with respect to the Fund. No fee is payable
for investment advisory services under these agreements as long as a Fund is
invested in the Portfolio or a similar investment.

FORUM AND DISTRIBUTOR

Forum Financial Services, Inc. ("Forum") was incorporated under the laws of the
State of Delaware on February 7, 1986 and supervises the overall management of
the Trust (which

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includes, among other responsibilities, negotiation of contracts and fees with,
and monitoring of performance and billing of, the transfer agent and custodian
and arranging for maintenance of books and records of the Trust), provides the
Trust with general office facilities and serves as distributor of shares of the
Portfolio pursuant to a management and distribution agreement between Forum and
the Trust (the "Trust Management and Distribution Agreement"). The Trust
Management and Distribution Agreement provides, with respect to the Fund, for an
initial term of one year from its effective date and for its continuance in
effect for successive twelve-month periods thereafter, provided the agreement is
specifically approved at least annually by the Board or by the shareholders of
the Fund, and in either case by a majority of the Trustees who are not parties
to the Trust Management and Distribution Agreement or interested persons of any
such party.

The Trust Management and Distribution Agreement terminates automatically if it
is assigned and may be terminated without penalty with respect to the Fund by
vote of the Fund's shareholders or by either party on not more than 60 days' nor
less than 30 days' written notice. The Trust Management and Distribution
Agreement also provides that Forum shall not be liable for any error of judgment
or mistake of law or for any act or omission in the administration or management
of the Trust, except for willful misfeasance, bad faith or gross negligence in
the performance of Forum's duties or by reason of reckless disregard of its
obligations and duties under the Trust Management and Distribution Agreement.

Forum also supervises the overall management of Core Trust (which includes,
among other responsibilities, negotiation of contracts and fees with, and
monitoring of performance and billing of, the custodian and arranging for
maintenance of books and records of Core Trust) and provides Core Trust with
general office facilities pursuant to a management agreement between Forum and
the Trust (the "Core Trust Management Agreement"). The Core Trust Management
Agreement provides, with respect to the Portfolio, for an initial term of one
year from its effective date and for its continuance in effect for successive
twelve-month periods thereafter, provided the agreement is specifically approved
at least annually by the Core Trust Board or by the shareholders of the
Portfolio, and in either case by a majority of the Trustees who are not parties
to the Core Trust Management Agreement or interested persons of any such party.

The Core Trust Management Agreement terminates automatically if it is assigned
and may be terminated without penalty with respect to the Portfolio by vote of
the Portfolio's shareholders or by either party on not more than 60 days' nor
less than 30 days' written notice. The Core Trust Management Agreement also
provides that Forum shall not be liable for any error of judgment or mistake of
law or for any act or omission in the administration or management of Core
Trust, except for willful misfeasance, bad faith or gross negligence in the
performance of Forum's duties or by reason of reckless disregard of its
obligations and duties under the Core Trust Management Agreement.

For its services under the Trust Management and Distribution Agreement and the
Core Trust Management Agreement, Forum receives with respect to each of the Fund
and Portfolio a fee at an annual rate of 0.10% of the average daily net assets
of the Fund and the Portfolio, respectively. Fees payable under the Trust
Management and Distribution Agreement with

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respect to the Fund during the past three fiscal years of the Fund are outlined
in the following table:

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------
1995 $89,073 $89,073 $0
1994 $76,647 $76,647 $0
1993 $7,668 $7,668 $0

For the fiscal years ended March 31, 1995, 1994 and 1993, the Core Trust
Management Agreement with respect to the Portfolio was not in effect.

Forum provides persons satisfactory to the Board to serve as officers of the
Trust. Similarly, at the request of the Core Trust Board, Forum provides
persons satisfactory to the Core Trust Board to serve as officers of Core Trust.
Those officers, as well as certain other employees and Trustees of the Trust,
may be Trustees, officers or employees of (and persons providing services to the
Trust may include) Forum, its affiliates or affiliates of the Adviser.

Forum acts as sole placement agent for interests in the Portfolios and receives
no compensation for those services from the portfolios.

TRANSFER AGENT

Forum Financial Corp. acts as transfer agent of the Trust pursuant to a
transfer agency agreement (the "Transfer Agency Agreement"). The Transfer
Agency Agreement provided, with respect to the Fund, for an initial term of one
year from its effective date and for its continuance in effect for successive
twelve-month periods thereafter, provided that the agreement is specifically
approved at least annually by the Board or by a vote of the shareholders of the
Fund, and in either case by a majority of the Trustees who are not parties to
the Transfer Agency Agreement or interested persons of any such party at a
meeting called for the purpose of voting on the Transfer Agency Agreement.

Among the responsibilities of the Transfer Agent as agent for the Trust are:
(1) answering customer inquiries regarding account status and history, the
manner in which purchases and redemptions of shares of the Fund may be effected
and certain other matters pertaining to the Fund; (2) assisting shareholders in
initiating and changing account designations and addresses; (3) providing
necessary personnel and facilities to establish and maintain shareholder
accounts and records, assisting in processing purchase and redemption
transactions and receiving wired funds; (4) transmitting and receiving funds in
connection with customer orders to purchase or redeem shares; (5) verifying
shareholder signatures in connection with changes in the registration of
shareholder accounts; (6) furnishing periodic statements and confirmations of
purchases and redemptions; (7) arranging for the transmission of proxy
statements, annual reports, prospectuses and other communications from the Trust
to its shareholders; (8) arranging for the receipt, tabulation and transmission
to the Trust of proxies executed by shareholders with respect to

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meetings of shareholders of the Trust; and (9) providing such other related
services as the Trust or a shareholder may reasonably request.

The Transfer Agent or any sub-transfer agent or processing agent may also act
and receive compensation as custodian, investment manager, nominee, agent or
fiduciary for its customers or clients who are shareholders of the Fund with
respect to assets invested in the Fund. The Transfer Agent or any sub-transfer
agent or other processing agent may elect to credit against the fees payable to
it by its clients or customers all or a portion of any fee received from the
Trust or from the Transfer Agent with respect to assets of those customers or
clients invested in the Portfolio. The Transfer Agent, Forum or sub-transfer
agents or processing agents retained by the Transfer Agent may be Processing
Organizations (as defined in the Prospectus) and, in the case of sub-transfer
agents or processing agents, may also be affiliated persons of the Transfer
Agent or Forum.

For its services under the Transfer Agent Agreement, Forum receives with respect
to its transfer agency services a fee at an annual rate of 0.25% of the average
daily net assets of the Portfolio. Fees payable under the Transfer Agent
Agreement with respect to the Portfolio are outlined in the following table:

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------

1995 $74,227 $62,206 $0
1994 $63,873 $63,873 $0
1993 $6,390 $6,390 $0

Pursuant to the Portfolio Accounting Agreement, the Transfer Agent also provides
the Portfolio with portfolio accounting, including the calculation of the
Portfolio' net asset value. For these services, the Transfer Agent receives
with respect to the Portfolio an annual fee ranging from $36,000 to $60,000
depending upon the amount and type of the Portfolio's portfolio transactions and
positions.

5. DETERMINATION OF NET ASSET VALUE

Neither the Fund nor the Portfolio determine net asset value on the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day,
Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day,
Thanksgiving and Christmas. Purchases and redemptions are effected at the time
of the next determination of net asset value following the receipt of any
purchase or redemption order.

Pursuant to the rules of the SEC, both the Board and the Core Trust Board have
established procedures to stabilize the Fund's and the Portfolio's, as
applicable, net asset value at $1.00 per share. These procedures include a
review of the extent of any deviation of net asset value per share as a result
of fluctuating interest rates, based on available market rates, from the
Portfolio's $1.00 amortized cost price per share. Should that deviation exceed
1/2 of 1%, the Board will

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consider whether any action should be initiated to eliminate or reduce material
dilution or other unfair results to shareholders. Such action may include
redemption of shares in kind, selling portfolio securities prior to maturity,
reducing or withholding dividends and utilizing a net asset value per share as
determined by using available market quotations. The Trust has also established
procedures to ensure that portfolio securities meet the Portfolio' quality
criteria.

6. PORTFOLIO TRANSACTIONS

Purchases and sales of portfolio securities for the Portfolio usually are
principal transactions. Portfolio securities are normally purchased directly
from the issuer or from an underwriter or market maker for the securities.
There usually are no brokerage commissions paid for such purchases. Although
Core Trust does not anticipate that the Portfolio will pay any amounts of
commission, in the event the Portfolio pays brokerage commissions or other
transaction-related compensation, the payments may be made to broker-dealers who
pay expenses of the Portfolio that it would otherwise be obligated to pay
itself. Any transaction for which the Portfolio pays transaction-related
compensation will be effected at the best price and execution available, taking
into account the amount of any payments made on behalf of the Portfolio by the
broker-dealer effecting the transaction. Purchases from underwriters of
portfolio securities include a commission or concession paid by the issuer to
the underwriter, and purchases from dealers serving as market makers include the
spread between the bid and asked prices.

For the fiscal years ended March 31, 1995, 1994, and 1993, the Portfolio paid no
brokerage commissions.

Allocations of transactions to dealers and the frequency of transactions are
determined for the Portfolio by the Adviser in its best judgment and in a manner
deemed to be in the best interest of shareholders of that Fund rather than by
any formula. The primary consideration is prompt execution of orders in an
effective manner and at the most favorable price available to the Portfolio.

Investment decisions for the Portfolio will be made independently from those for
any other account or investment company that is or may in the future become
managed by the Adviser or its affiliates. If, however, the Portfolio and other
investment companies or accounts managed by the Adviser are contemporaneously
engaged in the purchase or sale of the same security, the transactions may be
averaged as to price and allocated equitably to each account. In some cases,
this policy might adversely affect the price paid or received by the Portfolio
or the size of the position obtainable for the Portfolio. In addition, when
purchases or sales of the same security for the Portfolio and for other
investment companies managed by the Adviser occur contemporaneously, the
purchase or sale orders may be aggregated in order to obtain any price
advantages available to large denomination purchases or sales.

No portfolio transactions are executed with the Adviser, Forum or any of their
affiliates.

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7. ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Shares of the Fund are sold on a continuous basis by the distributor without any
sales charge.

In addition to the situations described in the Prospectus under "Purchases and
Redemptions of Shares," the Trust may redeem shares involuntarily to reimburse
the Fund for any loss sustained by reason of the failure of a shareholder to
make full payment for shares purchased by the shareholder or to collect any
charge relating to transactions effected for the benefit of a shareholder which
is applicable to The Fund's shares as provided in the Prospectus from time to
time.

The Trust has filed a formal election with the Securities and Exchange
Commission pursuant to which the Fund will only effect a redemption in portfolio
securities if a shareholder is redeeming more than $250,000 or 1% of the Fund's
total net assets, whichever is less, during any 90-day period.

The Fund may wire proceeds of redemptions to shareholders that have elected wire
redemption privileges only if the wired amount is greater than $5,000. In
addition, the Fund will only wire redemption proceeds to financial institutions
located in the United States.

By use of the telephone redemption or exchange privilege, the shareholder
authorizes the Transfer Agent to act upon the instruction of any person
representing himself to either be, or to have the authority to act on behalf of,
the investor and believed by the Transfer Agent to be genuine. The records of
the Transfer Agent of such instructions are binding.

EXCHANGE PRIVILEGE

The exchange privilege permits shareholders of the Fund to exchange their shares
for shares of any Participating Fund, which includes (i) all other funds of the
Trust and (ii) any other mutual fund for which Forum or its affiliates act as
investment adviser, manager or distributor and which participates in the Trust's
exchange privilege program. The Trust (and Federal tax law) treats an exchange
as a redemption of the shares owned and the purchase of the shares of the Fund
being acquired.

Exchange transactions are made on the basis of relative net asset values per
share at the time of the exchange transaction plus any applicable sales charge
of the Participating Fund whose shares are acquired. Exchanges are accomplished
by (i) a redemption of the shares of the Fund exchanged at the next
determination of that fund's of net asset value after the exchange order in
proper form (including any necessary supporting documents by the Fund whose
shares are being exchanged) is accepted by the Transfer Agent and (ii) a
purchase of the shares of the Fund acquired at the next determination of that
fund's net asset value after (or occurring simultaneously with) the time of
redemption.

Shares of any Participating Fund may be exchanged without a sales charge for
shares of any Participating Fund that are offered without a sales charge.
Shares of any Participating Fund

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purchased with a sales charge may be exchanged without a sales charge for shares
of any other Participating Fund otherwise sold with the same sales charge. If
the Participating Fund whose shares are purchased in the exchange transaction
imposes a higher sales charge than was paid originally on the exchanged shares,
the shareholder will be responsible for the difference between the two sales
charges. Shareholders are entitled to any reduced sales charges of the
Participating Fund into which they are exchanging to the extent those reduced
sales charges would be applicable to that shareholder's purchase of shares.

The Fund do not charge for the exchange privilege and there is currently no
limit on the number of exchanges a shareholder may make, but the Fund reserve
the right to limit excessive exchanges by any shareholder. A pattern of
frequent exchanges may be deemed by Forum to be contrary to the best interests
of The Fund's other shareholders and, at the discretion of Forum, may be limited
by that Fund's refusal to accept additional exchanges from the investor.

The terms of the exchange privilege are subject to change, and the privilege may
be terminated by any Participating Fund or the Trust. However the privilege
will not be terminated, and no material change that restricts the availability
of the privilege to shareholders will be implemented, without 60 days' advance
notice to shareholders. No notice need be given of an amendment whose only
material effect is to reduce amount of sales charge required to be paid on the
exchange and no notice need be given if redemptions of shares of The Fund are
suspended or The Fund temporarily delays or ceases the sale of its shares.

In addition to the Fund of the Trust, currently the only Participating Fund is
Sound Shore Fund, Inc. Shareholders of that fund are only permitted to exchange
into the following other Participating Funds: Investors Bond Fund, TaxSaver Bond
Fund and Daily Assets Treasury Fund.

INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

The Fund offer an individual retirement plan (the "IRA") for individuals who
wish to use shares of the Fund as a medium for funding individual retirement
savings. Under the IRA, distributions of net investment income and capital gain
will be automatically reinvested in the IRA established for the investor. The
Fund' custodian furnishes custodial services to the IRAs for a service fee.
Shareholders wishing to use The Fund's IRA should contact the Transfer Agent for
further details and information.

8. TAXATION

Qualification as a regulated investment company under the Internal Revenue Code
of 1986 does not involve governmental supervision of management or investment
practices or policies. Investors should consult their own counsel for a
complete understanding of the requirements the Fund must meet to qualify for
such treatment. The information set forth in the Prospectus and the following
discussion relate solely to Federal income taxes on dividends and distributions
by the Fund and assume that the Fund qualify as regulated investment companies.
Investors should

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consult their own counsel for further details and for the application of state
and local tax laws to the investor's particular situation.

The Fund expects to derive substantially all of its gross income (exclusive of
capital gain) from sources other than dividends. Accordingly, it is expected
that none of the Fund' dividends or distributions will qualify for the
dividends-received deduction for corporations.

If Fund shares are sold at a loss after being held for six months or less, the
loss will be treated as long-term capital loss to the extent of any long-term
capital gain distribution received on those shares.

Any capital gain distribution received by a shareholder reduces the net asset
value of his shares by the amount of the distribution. To the extent that
capital gain was accrued by The Fund before the shareholder purchased his
shares, the distribution would be in effect a return of capital to that
shareholder. All capital gain distributions, including those that operate as a
return of capital, are taxable to the shareholder receiving them as described
above regardless of the length of time he may have held his shares prior to the
distribution.

9. OTHER INFORMATION

CUSTODIAN

Pursuant to a Custodian Agreement with Core Trust, The First National Bank of
Boston, 100 Federal Street, Boston, Massachusetts 02106, acts as the custodian
of the Portfolio's assets. The custodian's responsibilities include
safeguarding and controlling the Portfolio' cash and securities, determining
income and collecting interest on Fund investments. Core Trust pays the
custodian a fee at an annual rate of 0.025% of the Portfolio's average daily
assets.

COUNSEL

Legal matters in connection with the issuance of shares of stock of the Trust
are passed upon by Messrs. Seward & Kissel, One Battery Park Plaza, New York,
New York 10004. Seward & Kissel has relied upon the opinion of Messrs. Venable,
Baetjer and Howard, 1800 Mercantile Bank & Trust Building, 2 Hopkins Plaza,
Baltimore, Maryland 21201, for matters relating to Maryland law.

AUDITORS

Deloitte & Touche LLP, Two World Financial Center, New York, New York 10281-
1414, independent auditors, act as auditors for the Trust.

THE TRUST AND ITS SHARES

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The Trust was organized in Delaware on August 29, 1995; the Trust's succeeded to
the assets and liabilities of Forum Funds, Inc. on January 5, 1996. Forum
Funds, Inc. was incorporated on March 24, 1980 and assumed the name of Forum
Funds, Inc. on March 16, 1987. The Board has the authority to issue an
unlimited number of shares of beneficial interest of separate series with no par
value per share and to create separate classes of shares within each series.
There are currently seven other series of the Trust.

The Trust is a business trust organized under Delaware law. Delaware law
provides that shareholders shall be entitled to the same limitations of personal
liability extended to stockholders of private corporations for profit. The
securities regulators of some states, however, have indicated that they and the
courts in their state may decline to apply Delaware law on this point.

The Trust Instrument contains an express disclaimer of shareholder liability for
the debts, liabilities, obligations, and expenses of the Trust and requires that
a disclaimer be given in each contract entered into or executed by the Trust or
the Trustees. The Trust Instrument provides for indemnification out of each
series' property of any shareholder or former shareholder held personally liable
for the obligations of the series. The Trust Instrument also provides that each
series shall, upon request, assume the defense of any claim made against any
shareholder for any act or obligation of the series and satisfy any judgment
thereon. Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which Delaware law does not
apply, no contractual limitation of liability was in effect and the portfolio is
unable to meet its obligations. Forum believes that, in view of the above,
there is no risk of personal liability to shareholders.

The Trust Instrument further provides that the Trustees shall not be liable to
any person other than the Trust or its shareholders; moreover, the Trustees
shall not be liable for any conduct whatsoever, provided that a Trustee is not
protected against any liability to which he would otherwise by subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.

The Board is required to call a meeting of shareholders for the purpose of
voting upon the removal of any trustee when so requested in writing by the
shareholders of record holding at least 10% of the Trust's outstanding shares.

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however, the Trustees may, without prior shareholder approval, change the form
of organization of the Trust by merger, consolidation or incorporation. If not
so terminated or reorganized, the Trust and its series will continue
indefinitely. Under the Trust Instrument, the Trustees may, without shareholder
vote, cause the Trust to merge or consolidate into one or more trusts,
partnerships or corporations or cause the Trust to merge or consolidate into one
or more trusts, partnerships or corporations or cause the Trust to be
incorporated under Delaware law, so long as the surviving entity is an open-end
management investment company that will succeed to or assume the Trust's
registration statement.

SHAREHOLDINGS

As of October 27, 1995, the officers and Trustees of the Trust as a group owned
less than 1% of the outstanding shares of the Fund. Also as of that date, the
shareholders listed below owned more than 5% of the Fund. Shareholders owning
25% or more of the shares of the Fund or of the Trust as a whole may be deemed
to be controlling persons. By reason of their substantial holdings of shares,
these persons may be able to require the Trust to hold a shareholder meeting to
vote on certain issues and may be able to determine the outcome of any
shareholder vote. As noted, certain of these shareholders are known to the
Trust to hold their shares of record only and have no beneficial interest,
including the right to vote, in the shares.

PERCENTAGE OF
FUND
SHAREHOLDER SHARES OWNED
----------- ------------

H.M. Payson & Co. Custody Account, FBO Customers Under 52.43%
Management, Portland, Maine 04101

H.M. Payson & Co. Trust Account, FBO Trust Funds Under 35.74%
Management, Portland, Maine 04101

FUND STRUCTURE

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its investment in a corresponding Core Portfolio, except that the assets of the
Fund may be managed as part of a larger pool. If the Fund invested all of its
assets in a Core Portfolio, it would hold only investment securities issued by
the Core Portfolio; the Core Portfolio would directly invest in individual
securities of other issuers. The Fund would otherwise continue its normal
operation. The Board would retain the right to withdraw the Fund's investments
from the Core Portfolio at any time; the Fund would then resume investing
directly in individual securities of other issuers or could re-invest all of its
assets in another Core Portfolio.

The Board will authorize investing the Fund's assets in a Core Portfolio only if
it first determines that pooling is in the best interests of the Fund and its
shareholders. In determining whether to invest in a Core Portfolio, the Board
will consider, among other things, the opportunity to reduce costs and achieve
operational efficiencies. The Board will not authorize investment in a Core
Portfolio if it would materially increase costs to the Fund's shareholders,
unless, of course, there were perceived to be a corresponding increase in
benefits to shareholders.

FUND SHAREHOLDERS' VOTING RIGHTS. A Core Portfolio normally will not hold
meetings of its investors except as required under the 1940 Act. As a
shareholder in a Core Portfolio, the Fund would be entitled to vote in
proportion to its relative interest in the Core Portfolio. On any issue, the
Fund will vote its shares in a Core Portfolio in proportion to the votes cast by
its shareholders. If there are other investors in a Core Portfolio, there can
be no assurance that any issue that receives a majority of the votes cast by the
Fund's shareholders will receive a majority of votes cast by all Core Portfolio
shareholders. Generally, the Fund will hold a meeting of its shareholders to
obtain instructions on how to vote its interest in a Core Portfolio when the
Core Portfolio is conducting a meeting of its shareholders. However, subject to
applicable statutory and regulatory requirements, the Fund will not seek
instructions from its shareholders with respect to (i) any proposal relating to
a Core Portfolio that, if made with respect to the Fund, would not require the
vote of Fund shareholders, or (ii) any proposal relating to the Core Portfolio
that is identical to a proposal previously approved by the Fund's shareholders.

In addition to a vote to remove a director or trustee or change a fundamental
policy, examples of matters that will require approval of shareholders of a Core
Portfolio include, subject to applicable statutory and regulatory requirements:
the election of directors or trustees; approval of an investment advisory
contract; the dissolution of a Core Portfolio; certain amendments of the
organizational documents for the Core Portfolio; a merger, consolidation or sale
of substantially all of a Core Portfolio's assets; or any additional matters
required or authorized by the charter or trust instrument and by-Laws of a Core
Portfolio or any registration statement of a Core Portfolio, or as the directors
or trustees of the Core Portfolio may consider desirable. The board of directors
or trustees of a Core Portfolio will typically reserve the power to change
nonfundamental policies without prior shareholder approval.

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withdraw its entire investment from the Core Portfolio at any time, if the Board
determines that it is in the best interests of the Fund and its shareholders to
do so. The Fund might withdraw, for example, if other investors in the Core
Portfolio, by a vote of shareholders, changed the investment objective or
policies of the Core Portfolio in a manner not acceptable to the Board. A
withdrawal could result in a distribution in kind of portfolio securities (as
opposed to a cash distribution) by the Core Portfolio. That distribution could
result in a less diversified portfolio of investments for the Fund and could
affect adversely the liquidity of the Fund's portfolio. If the Fund decided to
convert those securities to cash, it usually would incur transaction costs. If
the Fund withdrew its investment from the Core Portfolio, the Board would
consider what action might be taken, including the management of the Fund's
assets in accordance with its investment objective and policies by the Adviser
or the investment of all of the Fund's investable assets in another pooled
investment entity having substantially the same investment objective as the
Fund.

10. FINANCIAL STATEMENTS

The financial statements of the Portfolio for the year ended March 31, 1995
(which include a statement of assets and liabilities, a statement of operations,
a statement of changes in net assets, notes to financial statements, financial
highlights, a statement of investments and the auditors' report thereon) are
included in the Annual Report to Shareholders of the Trust delivered along with
this SAI and are incorporated herein by reference.

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APPENDIX A - DESCRIPTION OF SECURITIES RATINGS

1. CORPORATE BONDS

MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")

Bonds which are rated Aaa are judged by Moody's to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the Portfolioamentally strong position of such issues.

Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as high-
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

Bonds which are rated A possess many favorable investment attributes and are to
be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future.

Note: Those bonds in the Aa and A groups which Moody's believes possess the
strongest investment attributes are designated by the symbols Aa1 and A1.

STANDARD AND POOR'S CORPORATION ("S&P")

Bonds rated AAA have the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

Bonds rated AA have a very strong capacity to pay interest and repay principal
and differ from the highest rated issues only in small degree.

Bonds rated A have a strong capacity to pay interest and repay principal,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt rated in higher rated
categories.

Note: The ratings for AA and A may be modified by the addition of a plus (+) or
minus (-) sign to show the relative standing within the rating category.

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FITCH INVESTORS SERVICE, INC. ("FITCH")

AAA Bonds are considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest and
repay principal, which is unlikely to be affected by reasonably foreseeable
events.

AA Bonds are considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated AAA. Because bonds rated in the AAA
and AA categories are not significantly vulnerable to foreseeable future
developments, shorter-term debt of these issuers is generally rate F-1+.

A Bonds are considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

Plus (+) and minus (-) signs are used with a rating symbol to indicate the
relative position of a credit within the rating category. Plus and minus signs,
however, are not used in the AAA categories.

2. COMMERCIAL PAPER

MOODY'S INVESTORS SERVICE, INC.

Moody's two highest ratings for short-term debt, including commercial paper, are
Prime-1 and Prime-2. Both are judged investment grade, to indicate the relative
repayment ability of rated issuers.

Issuers rated Prime-1 have a superior ability for repayment of senior short-term
debt obligations. Prime-1 repayment ability will often be evidenced by many of
the following characteristics:

--- Leading market positions in well-established industries.
--- High rates of return on funds employed.
--- Conservative capitalization structure with moderate reliance on debt
and ample asset protection.
--- Broad margins in earnings coverage of fixed financial charges and
high internal cash generation.
--- Well-established access to a range of financial markets and assured
sources of alternate liquidity.

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sound, may be more subject to variation. Capitalization characteristics, while
still appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.

STANDARD AND POOR'S CORPORATION

S&P's two highest commercial paper ratings are A and B. Issues assigned an A
rating are regarded as having the greatest capacity for timely payment. Issues
in this category are delineated with the numbers 1, 2 and 3 to indicate the
relative degree of safety. An A-1 designation indicates that the degree of
safety regarding timely payment is either overwhelming or very strong. Those
issues determined to possess overwhelming safety characteristics are denoted
with a plus (+) sign designation. The capacity for timely payment on issues
with an A-2 designation is strong. However, the relative degree of safety is
not as high as for issues designated A-1. A-3 issues have a satisfactory
capacity for timely payment. They are, however, somewhat more vulnerable to the
adverse effects of changes in circumstances than obligations carrying the higher
designations. Issues rated B are regarded as having only an adequate capacity
for timely payment. However, such capacity may be damaged by changing
conditions or short-term adversities.

FITCH INVESTORS SERVICE, INC.

Fitch's short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and investment
notes.

F-1+. Issues assigned this rating are regarded as having the strongest degree of
assurance for timely payment.

F-1. Issues assigned this rating reflect an assurance of timely payment only
slightly less in degree than issues rated F-1+.

F-2. Issues assigned this rating have a satisfactory degree of assurance for
timely payment, but the margin of safety is not as great as for issues assigned
F-1+ or F-1 ratings.

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MAINE MUNICIPAL BOND FUND

- --------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION
August 1, 1995
As Amended January 5, 1996

Forum Funds (the "Trust") is a registered open-end investment company. This
Statement of Additional Information supplements the Prospectus offering shares
of the Maine Municipal Bond Fund (the "Fund") and should be read only in
conjunction with the Prospectus, a copy of which may be obtained by an investor
without charge by contacting the Trust's Distributor at the address listed
above.

TABLE OF CONTENTS
Page
----

1. Investment Policies...................... 2
2. Investment Limitations................... 12
3. Performance Data......................... 14
4. Management............................... 17
5. Determination of Net Asset Value......... 23
6. Portfolio Transactions................... 23
7. Additional Purchase and
Redemption Information.................. 24
8. Taxation................................. 25
9. Other Information........................ 26

Appendix A - Description of Securities Ratings
Appendix B - Description of Municipal Securities
Appendix C - Hedging Strategies

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THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS.

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1. INVESTMENT POLICIES

RATINGS AS INVESTMENT CRITERIA

Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation
("S&P") and other nationally recognized statistical rating organizations
("NRSROs") are private services that provide ratings of the credit quality of
debt obligations, including convertible securities. A description of the range
of ratings assigned to municipal bonds and other municipal securities by several
NRSROs is included in Appendix A to this Statement of Additional Information.
The Fund may use these ratings to determine whether to purchase, sell or hold a
security. However, ratings are general and are not absolute standards of
quality. Consequently, securities with the same maturity, interest rate and
rating may have different market prices. If an issue of securities ceases to be
rated or if its rating is reduced after it has been purchased by the Fund, Forum
Advisors, Inc. (the "Adviser") will determine whether the Fund should continue
to hold the obligation. Credit ratings attempt to evaluate the safety of
principal and interest payments and do not evaluate the risks of fluctuations in
market value. Also, rating agencies may fail to make timely changes in credit
ratings. An issuer's current financial condition may be better or worse than a
rating indicates.

The Fund may retain a security whose rating has been lowered below the lowest
permissible rating category (or that is unrated and determined by the Adviser to
be of comparable quality) if the Adviser determines that retaining such security
is in the best interests of the Fund. A non-rated security is considered to be
of comparable quality to a rated security when the Adviser believes that the
financial condition of the issuer of the obligation and the protection afforded
by the terms of the obligation itself limit the risk to the Fund to a degree
comparable to that of the rated security.

MUNICIPAL SECURITIES

The term "municipal securities," as used in the Prospectus and this Statement of
Additional Information, means obligations of the type described in Appendix B
issued by or on behalf of states, territories, and possessions of the United
States and their political subdivisions, agencies and instrumentalities, the
interest on which is exempt from Federal and Maine state income tax imposed on
individuals. The municipal securities in which the Fund will invest are limited
to those obligations which at the time of purchase: (i) are backed by the full
faith and credit of the United States; (ii) are municipal notes rated in the
four highest rating categories by an NRSRO, or, if not rated, are of comparable
quality as determined by the Adviser; (iii) are municipal bonds rated in the six
highest rating categories by an NRSRO or, if not rated, are of comparable
quality as determined by Adviser; or (iv) are other types of municipal
securities, provided that such obligations are of comparable quality as
determined by the Adviser to instruments in which the Fund may invest.

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MUNICIPAL LEASES

Municipal leases frequently have special risks not normally associated with
general obligation or revenue bonds or notes. Municipal leases and installment
purchase or conditional sale contracts (which normally provide for title to the
leased assets to pass eventually to the government lessee) are sometimes viewed
as a means for governmental issuers to acquire property and equipment without
meeting constitutional or statutory requirements for issuance of long-term debt.
The debt-issuance limitations of the constitution and statutes of the State of
Maine are inapplicable because of the inclusion in such leases or contracts of
"non-appropriation" clauses that provide that the governmental issuer has no
obligation to make future payments under the lease or contract unless money is
appropriated for such purpose by the appropriate legislative body on a yearly or
other periodic basis. If no such appropriations are made, leased property is
ordinarily returned to, and disposed of by, a trustee in order to pay off all or
a portion of the liabilities under the lease. To reduce this risk, the Fund
will only purchase municipal leases subject to a non-appropriation clause when
the payment of principal and accrued interest is backed by an unconditional
irrevocable letter of credit or guarantee of a bank or other entity that has
long term outstanding debt securities rated in one of the top two rating
categories by an NRSRO.

VARIABLE AND FLOATING RATE OBLIGATIONS

The interest rates payable on certain municipal securities, including municipal
leases, in which the Fund may invest are not fixed and may fluctuate based upon
changes in market rates. These securities are referred to as variable rate or
floating rate obligations. Other features of these obligations may include the
right whereby the Fund may demand prepayment of the principal amount of the
obligation prior to its stated maturity and the right of the issuer to prepay
the principal amount prior to maturity. The main benefit of a variable or
floating rate municipal security is that the interest rate adjustment minimizes
changes in the market value of the obligation. As a result, the purchase of
these municipal securities enhances the ability of the Fund to sell an
obligation prior to maturity at a price approximating the full principal amount
of the obligation. The payment of principal and interest by issuers of certain
municipal securities purchased by the Fund may be guaranteed by letters of
credit or other credit facilities offered by banks or other financial
institutions. Such guarantees will be considered in determining whether a
municipal security meets the Fund's investment quality requirements. The
Adviser will monitor the pricing, quality and liquidity of variable rate and
floating rate demand obligations held by the Fund on the basis of published
financial information, rating agency reports and other research services to
which the Fund or Adviser may subscribe.

PARTICIPATION INTERESTS

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exercise the right, on not more than thirty days' notice, to sell such an
instrument back to the bank or institution from which it purchased the
instrument and draw on the letter of credit for all or any part of the principal
amount of the Fund's participation interest in the instrument, plus accrued
interest. Generally, the Fund will do so only (i) as required to provide
liquidity to the Fund, (ii) to maintain a high quality investment portfolio, or
(iii) upon a default under the terms of the demand instrument. Banks and other
financial institutions retain portions of the interest paid on such
participation interests as their fees for servicing such instruments and the
issuance of related letters of credit, guarantees and repurchase commitments.
Exposure to credit losses arising from the possible financial difficulties of
borrowers might affect the bank's or other institution's ability to meet its
obligations under its letter of credit or other guarantee.

The Fund will not purchase participation interests unless it is advised by
counsel or receives a ruling of the Internal Revenue Service that interest
earned by the Fund from the obligations in which it holds participation
interests is exempt from Federal income tax. The Internal Revenue Service has
announced that it ordinarily will not issue advance rulings on certain of the
Federal income tax consequences applicable to securities, or participation
interests therein, subject to a put. The Adviser will monitor the pricing,
quality and liquidity of participation interests held by the Fund on the basis
of published financial information, rating agency reports and other research
services to which the Fund or the Adviser may subscribe.

STAND-BY COMMITMENTS

The Fund acquires stand-by commitments solely to facilitate portfolio liquidity
and does not exercise its rights thereunder for trading purposes. Since the
value of a stand-by commitment is dependent on the ability of the stand-by
commitment writer to meet its obligation to repurchase, the Fund's policy is to
enter into stand-by commitment transactions only with municipal securities
dealers which in the opinion of the Adviser present minimal credit risks.

The acquisition of a stand-by commitment does not affect the valuation or
maturity of the underlying municipal securities. Stand-by commitments acquired
by the Fund are valued at zero in determining net asset value. When the Fund
pays directly or indirectly for a stand-by commitment, its cost is reflected as
unrealized depreciation for the period during which the commitment is held.
Stand-by commitments do not affect the average weighted maturity of the Fund's
portfolio of securities.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS

The Fund may purchase securities offered on a "when-issued" basis and may
purchase or sell securities on a "forward commitment" basis. When such
transactions are negotiated, the price, which is generally expressed in yield
terms, is fixed at the time the commitment is made, but delivery and payment for
the securities take place at a later date. Normally, the settlement date occurs
within two months after the transaction, but delayed settlements beyond two
months may be negotiated. During the period between a commitment and
settlement, no payment is made for the securities purchased by the purchaser
and, thus, no interest accrues to the purchaser from the transaction. At the
time the Fund makes the commitment to purchase securities on a when-

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issued or delayed delivery basis, the Fund will record the transaction as a
purchase and thereafter reflect the value each day of such securities in
determining its net asset value. The Fund will maintain with its custodian a
separate account with cash, U.S. Government securities or other liquid, high-
grade debt securities with a value at all times sufficient to cover such
commitments.

The use of when-issued transactions and forward commitments enables the Fund to
hedge against anticipated changes in interest rates and prices. For instance,
in periods of rising interest rates and falling bond prices, the Fund might sell
securities which it owned on a forward commitment basis to limit its exposure to
falling prices. In periods of falling interest rates and rising bond prices,
the Fund might sell a security and purchase the same or a similar security on a
when-issued or forward commitment basis, thereby obtaining the benefit of
currently higher cash yields. However, if the Adviser were to forecast
incorrectly the direction of interest rate movements, the Fund might be required
to complete such when-issued or forward commitment transactions at prices
inferior to the current market values.

When-issued securities and forward commitments may be sold prior to the
settlement date, but the Fund enter into when-issued and forward commitment
transactions only with the intention of actually receiving or delivering the
securities, as the case may be. If the Fund, however, chooses to dispose of the
right to acquire a when-issued security prior to its acquisition or to dispose
of its right to deliver or receive against a forward commitment, it can incur a
gain or loss. When-issued securities may include bonds purchased on a "when, as
and if issued" basis under which the issuance of the securities depends upon the
occurrence of a subsequent event, such as approval of a proposed financing by
appropriate municipal authorities. Any significant commitment of the Fund's
assets to the purchase of securities on a "when, as and if issued" basis may
increase the volatility of its net asset value. No when-issued or forward
commitment transactions will be entered into by the Fund if, as a result, more
than 15% of the value of the Fund's total assets would be committed to such
transactions.

The Fund will establish and maintain with its custodian a separate account with
cash, U.S. Government Securities (as defined in the Prospectus) and other liquid
high-grade debt securities in an amount at least equal to its commitments to
purchase securities on a when-issued or delayed delivery basis.

REPURCHASE AGREEMENTS

The Fund may seek additional income by entering into repurchase agreements.
Repurchase agreements are transactions in which the Fund purchases a security
and simultaneously commits to resell that security to the seller at an agreed-
upon price on an agreed-upon future date, normally one to seven days later. The
resale price reflects a market rate of interest that is not related to the
coupon rate or maturity of the purchased security. The Trust's custodian
maintains possession of the underlying collateral, which is maintained at not
less than 100% of the repurchase price, and which consists of the types of
securities in which the Fund may invest directly.

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LENDING OF PORTFOLIO SECURITIES

The Fund may from time to time lend securities from its portfolio to brokers,
dealers and other financial institutions. Securities loans must be continuously
secured by cash or U.S. Government Securities with a market value, determined
daily, at least equal to the value of the Fund's securities loaned, including
accrued interest. The Fund receives interest in respect of securities loans
from the borrower or from investing cash collateral. The Fund may pay fees to
arrange the loans. The Fund will not lend portfolio securities in excess of 33
1/3% of the value of the Fund's total assets.

ILLIQUID SECURITIES

The Fund may invest up to 15% of its net assets in illiquid securities. The
term "illiquid securities" for this purpose means securities that cannot be
disposed of within seven days in the ordinary course of business at
approximately the amount at which the Fund has valued the securities and
includes, among other things, purchased over-the-counter (OTC) options,
repurchase agreements maturing in more than seven days and municipal leases
other than those the Adviser has determined are liquid pursuant to guidelines
established by the Trust's Board of Directors (the "Board").

The Board has the ultimate responsibility for determining whether specific
securities are liquid or illiquid. The Board has delegated the function of
making day-to-day determinations of liquidity to the Adviser, pursuant to
guidelines approved by the Board. The Adviser takes into account a number of
factors in reaching liquidity decisions, including but not limited to: (1) the
frequency of trades and quotations for the security; (2) the number of dealers
willing to purchase or sell the security and the number of other potential
buyers; (3) the willingness of dealers to undertake to make a market in the
security; and (4) the nature of the marketplace trades, including the time
needed to dispose of the security, the method of soliciting offers and the
mechanics of the transfer. The Adviser monitors the liquidity of the securities
in the Fund's portfolio and reports periodically on such decisions to the Board.

TEMPORARY DEFENSIVE POSITION

When the Fund assumes a temporary defensive position it may invest in (i) short-
term U.S. Government Securities, (ii) certificates of deposit, bankers'
acceptances and interest-bearing savings deposits of commercial banks doing
business in the United States that have, at the time of investment, total assets
in excess of one billion dollars and that are insured by the Federal Deposit
Insurance Corporation, (iii) commercial paper of prime quality rated Prime-2 or
higher by Moody's or A-2 or higher by S&P or, if not rated, determined by the
Adviser to be of comparable quality, (iv) repurchase agreements covering any of
the securities in which the Fund may invest directly and (v) money market mutual
funds.

The Fund may invest in the securities of other investment companies within the
limits proscribed by the 1940 Act. Under normal circumstances, the Fund intends
to invest less than 5% of the value of its net assets in the securities of other
investment companies. In addition to the Fund's

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expenses (including the various fees), as a shareholder in another investment
company, the Fund would bear its pro rata portion of the other investment
company's expenses (including fees).

GENERAL

Yields on municipal securities are dependent on a variety of factors, including
the general conditions of the money market and of the municipal bond and
municipal note markets, the size of a particular offering, the maturity of the
obligation and the rating of the issue. Municipal securities with longer
maturities tend to produce higher yields and are generally subject to greater
price movements than obligations with shorter maturities. An increase in
interest rates will generally reduce the market value of portfolio investments,
and a decline in interest rates will generally increase the value of portfolio
investments.

There can be no assurance that the Fund's investment objective will be achieved.
The achievement of the Fund's objective is dependent in part on the continuing
ability of the issuers of municipal securities in which the Fund invests to meet
their obligations for the payment of principal and interest when due. Municipal
securities historically have not been subject to registration with the
Securities and Exchange Commission, although there have been proposals which
would require registration in the future.

The obligations of municipal securities issuers may become subject to laws
enacted in the future by Congress, state legislatures, or referenda extending
the time for payment of principal and/or interest, or imposing other constraints
upon enforcement of such obligations or upon the ability of municipalities to
levy taxes. There is also the possibility that, as a result of litigation or
other conditions, the ability of any issuer to pay, when due, the principal of
and interest on its municipal securities may be materially affected.

CERTAIN INFORMATION CONCERNING THE STATE OF MAINE

Material in this section has been compiled from numerous sources including "The
Maine Economy: Year-End Review and Outlook, 1994," the most recent "State of
Maine Economic Reports" through the "Spring 1995" issue prepared and published
quarterly by the Economics Division of the Maine State Planning Office, and the
Maine State Planning Office Spring 1995 Forecast dated June 7, 1995. In
addition, certain information was obtained from Official Statements of the State
of Maine published in connection with the issuance of $20,000,000 Certificates
of Participation dated February 15, 1995, $61,350,000 general obligation bonds
dated May 1, 1995, and $182,000,000 State of Maine General Obligation Tax
Anticipation Notes dated July 20, 1995. Other information concerning Maine
budgetary matters was obtained from official legislative documents, the Office
of Fiscal and Program Review of the Maine Legislature, and the Bureau of the
Budget and the Bureau of Employee Relations of the Maine Department of
Administrative and Financial Services. The most recent information concerning
credit ratings on debt issued by or on behalf of the State of Maine and its
subordinate agencies was obtained from credit reports for the State of Maine
published by S&P on January 24, 1995, April 28, 1995, and July 7, 1995, and by
Moody's on January 23, 1995, February 1, 1995, April 27, 1995, May 4, 1995, July
10, 1995, and July 12, 1995.

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Although the information derived from the above sources is believed to be
accurate, none of the information obtained from these sources has been
independently verified. While the following summarizes the most current
information available from the above sources, it does not reflect economic
conditions or developments which may have occurred or trends which may have
materialized since the dates indicated.

The State of Maine, which includes nearly one-half of the total land area of the
six New England states, currently has a population of 1,240,000. The structure
of the Maine economy is quite similar to that of the nation as a whole, except
that Maine has proportionately more activity in manufacturing and tourism, and
less activity in finance and services.

During the 1980's, Maine's economy surpassed national averages in virtually all
significant measures of economic growth. During this ten-year period, Maine
real economic growth was 40% as measured by the Maine Economic Growth Index, a
broad-based measure of economic growth which is corrected for inflation. This
economic growth compares to national real economic growth during the 1980's of
26% and 29%, measured by the United States Economic Growth Index and real Gross
National Product respectively. During this time period, resident employment in
Maine increased by 21%, while resident employment nationally increased by 19%.
Inflation-adjusted retail sales in Maine during this period increased by 72%, as
opposed to a 32% increase in such retail sales nationally. During the 1980's,
per capita personal income in Maine rose from 44th in the nation in 1979, to
26th in the nation in 1989, from 81% to 92% of the national average of per
capita personal income. During the 1980's, Maine's economy also became
significantly more diversified.

Since the fourth quarter of 1989, however, the Maine economy has not performed
as well as earlier. For example, the Maine economy sustained only 0.8% real
growth in 1989, and experienced real growth of -1.1% in 1990 and -2.6% in 1991.
Data show that the Maine economy began a sustained decline during the fourth
quarter of 1989. The second quarter of 1991 saw the seventh consecutive
quarterly decline in the Maine Economic Growth Index, and the third and fourth
quarters of 1991 showed barely positive economic growth of 0.9% and 0.2%
respectively. Economic recovery in Maine has also been hindered recently by
losses in defense related jobs, with the State losing since 1990 approximately
20% of its defense dependent employment which peaked at 63,000 jobs in 1989.

Since 1991, however, the Maine economy has experienced a modest recovery. This
recovery continued through the end of calendar year 1994, and it appears to be
accelerating slightly from previous years. For example, Maine real economic
growth, as measured by the Maine Economic Growth Index ("EGI"), expanded at a
2.6% annual rate during 1994. While this is a significant improvement over the
1993 Maine EGI growth rate of 1.1%, it still lags behind the 1994 national
growth rate of 4.0%, as measured by Gross Domestic Product ("GDP"). According
to revised year-end economic data published by the Economics Division of the
Maine State Planning Office, almost all Maine economic indicators showed
improvement during 1994, and the improvement among various broad sectors of the
Maine economy accelerated slightly. For example, Maine consumer retail sales
increased 6.7% in 1994, as opposed to a 5.3% increase in

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1995. Maine auto transportation sales increased 12.8% in 1994 on top of a 12.4%
increase in 1993. Maine building supply sales increased 9.0% in 1994, as
opposed to a 4.8% increase in 1993. Maine construction contract awards
increased 10.0% in 1994, as opposed to a 15.9% decline in 1993. Maine payroll
employment increased 2.3% in 1994, as opposed to a 1.4% increase in 1993. The
Maine unemployment rate decreased by .7% in 1994 as opposed to a .9% increase in
1993. The only broadly-reported Maine economic indicator for 1994 that did not
outperform 1993 was unit sales of residential homes, with such sales
experiencing only an 8.0% increase in 1994, as opposed to an 11.4% increase in
1993. The consumer retail sales data (including among other items taxable
retail sales related to the auto transportation and tourist industries) are
particularly significant for State of Maine credit purposes. Since roughly one-
third of Maine State government general fund revenues are derived from a 6%
retail sales tax, the strong performance of taxable retail sales in Maine in
1993 and 1994 has made it easier for Maine State government to improve its
fiscal condition.

The fiscal policies of the State of Maine are very conservative, and the State
is required by its Constitution to operate on a balanced budget. The Maine
Constitution does this by prohibiting the issuance of any debt by or on behalf
of the State which exceeds $2,000,000 "except to suppress insurrection, to repel
invasion, or for purposes of war, and except for temporary loans to be paid out
of money raised by taxation during the fiscal year in which they are made." The
Maine Constitution also prohibits the issuance of debt by or on behalf of the
State to fund "current expenditures". The Maine Constitution allows the
issuance of long-term debt when two-thirds of both houses of the Legislature
pass a law authorizing the issuance of such debt, and when the voters of the
State ratify and enact such a law at a general or special statewide election.
Amendments to the Maine Constitution have also been adopted to permit the
Legislature to authorize the issuance of bonds: (i) to insure payment on up to
$6,000,000 of revenue bonds of the Maine School Building Authority; (ii) to
guarantee payment on up to $4,000,000 of student loans; (iii) to insure payment
on up to $1,000,000 of mortgage loans for Indian housing; (iv) to insure payment
on up to $4,000,000 of mortgage loans or small business loans to Maine veterans;
and (v) to insure payments on up to $90,000,000 of mortgage loans for
industrial, manufacturing, fishing, agricultural, and recreational enterprises.
The Maine Constitution provides that if the Legislature fails to appropriate
sufficient funds to pay principal and interest on these bonds, the State
Treasurer is required to set aside sufficient funds from the first General Fund
revenues received thereafter by the State to make such payments.

As of May 31, 1995, there were outstanding $516,355,000 general obligation bonds
of the State and $31,900,000 bond anticipation notes of the State. On June 30,
1995, $175,000,000 outstanding tax anticipation notes of the State matured, and
on July 20, 1995, the State issued $182,000,000 tax anticipation notes to mature
on June 28, 1996. Various other Maine governmental agencies and quasi-municipal
corporations, including but not limited to the Maine Municipal Bond Bank, the
Maine Court Facilities Authority, the Maine Health and Higher Educational
Facilities Authority and the Maine Veterans' Homes, issue debt for Maine
governmental purposes, but this debt does not pledge the credit of the State.

The strength of Maine's economy during the 1980's enable the State to accumulate
relatively large unappropriated surpluses of general fund revenues. During the
economic contraction of

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1989 through 1992, however, Maine State government repeatedly reduced its
expenditures in order to comply with the requirement of the Maine Constitution
that State government operate on a balanced budget. For example, on December
23, 1991, the Legislature enacted revisions to the fiscal year 1992 budget
reducing General Fund expenditures by $53,815,843 and approving a fiscal year
1992 budget of $1,490,717,628. The reductions made by the December 23, 1991
budget revision included reductions in general purpose aid to local schools and
in State employee health insurance expenses, elimination of the State Office of
Comprehensive Land Use Planning, reduction of payments to the University of
Maine System and the Maine Technical College System, and reduction of payments
to municipalities under a State revenue sharing program. On April 1, 1992, the
Governor also signed into law revisions in the fiscal year 1993 budget reducing
General Fund expenditures by $108,243,732 and approving a fiscal year 1993
budget of $1,562,941,722. The reductions made by the April 1, 1992 budget
revision included broad reductions in many State programs and the freezing of
wage increases for many State employees and employees at State higher
educational institutions. In addition, the State continued a program which
requires most State employees to take a number of days of unpaid leave during
each fiscal year, depending on job classification.

Because of the improvement of the Maine economy beginning in 1992, however, the
Governor signed into law on June 30, 1993 a State government budget for fiscal
years 1994 and 1995 in the amount of $3,208,476,191 that stabilized reductions
in State services and provided for slight increases in come State programs such
as educational and job training programs. As part of this budget, a temporary
increase from 5% to 6% in the State's retail sales tax was continued, but both a
5% and 10% surcharge on the Maine State Income Tax and a 10% surcharge on the
Maine Corporate Income Tax were eliminated. On March 9, 1994 and April 15, 1995
respectively, the Governor signed into law supplemental appropriations
legislation for Maine State government for fiscal years 1994 and 1995. Such
legislation authorized on a net basis the appropriation and expenditure of an
additional $12,796,430 for State government activities during fiscal years 1994
and 1995. It is expected that such increases in expenditures will be funded by
greater than originally projected receipts of State tax revenues.

During the first six months of 1995, this trend of stabilizing Maine State
government finances has continued. On February 17, 1995, the Governor signed
into law a Supplemental Appropriations Budget which had the net effect of
slightly increasing State general fund expenditures for fiscal year 1995 by
$6,515,892. On May 15, 1995, the Governor signed into law a second Supplemental
Appropriations Budget for fiscal year 1995 which had the net effect of slightly
increasing State general fund expenditures by an additional $6,391,784. As part
of this Budget law, the Governor also received authority to establish a
"Productivity Realization Task Force: directed to identify over $45,000,000 in
reductions to State expenditures in fiscal years 1996 and 1997. On June 29,
1995, the Governor signed into law a Biennial Operating Budget authorizing
general fund expenditures in fiscal years 1996 and 1997 of $1,713,573,026 and
$1,785,543,156 respectively. As part of this Biennial Operating Budget, the
Legislature enacted a so-called State income tax cap, beginning in fiscal year
1998, which caps the amount of State income tax revenue which the State can
spend at $676,230,000, the amount of such revenue expected to be received by the
State during fiscal year 1998. Additional income tax revenue received once the
cap becomes effective would be deposited in a reserve fund and used

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to pay income tax refunds to taxpayers. As part of this arrangement, income tax
rates also would be reduced by up to 20% to eliminate the collection of income
tax revenue above the amount of the cap. The Legislature is expected to review
the income tax cap plan periodically, and it is empowered to use excess income
tax revenue collected for unanticipated State liabilities. On June 30, 1995,
the Governor signed into law a Supplemental Appropriations Budget for fiscal
years 1996 through 1997 totaling an additional $3,363,218 in general fund
expenditures. As part of these budget acts signed into law during the first six
months of 1995, the State also eliminated, as unneeded, several non-recurring
accounting practices, special taxes, and personnel policies such as deferred
State payments, and State employee unpaid leave days, designed to achieve a
balanced budget at the end of each fiscal year. There can be no assurance,
however, that the budget acts cited above for fiscal years 1996 and 1997 will
not be amended from time to time in order to comply with the balanced budget
requirement of the Maine Constitution.

Because of Maine's conservative debt policies and its Constitutional requirement
that State government operate under a balanced budget, Maine general obligation
bonds had been rated AAA by S&P and Aa1 by Moody's for many years.

On June 6, 1991, however, S&P lowered its credit rating for Maine general
obligation bonds from AAA to AA+, and at the same time lowered its credit rating
on bonds issued by the Maine Municipal Bond Bank and the Maine Court Facilities
Authority, and on State of Maine Certificates of Participation for highway
equipment, from AA to A+. In taking this action, S&P said, "The rating action
is a result of declines in key financial indicators, and continued softness in
the state economy. The new rating continue to reflect the low debt burden of
the state, an economic base that has gained greater income levels and diversity
over the 1980's, and a legislative history of dealing effectively with financial
difficulties." These ratings have remained unchanged since June 6, 1991.
Because of recent improvements in the State of Maine economy, S&P views the
State's financial outlook as "stable", stating in its most recent July 7, 1995
credit report: "The outlook reflects . . . stable tax collections, despite the
slow economic recovery and the diminished likelihood of the need to adjust
expenditures because of inadequate revenue receipts."

On August 24, 1993, citing the "effects of protracted economic slowdown and the
expectation that Maine's economy will not soon return to the pattern of robust
growth evident in the mid-1980's," Moody's lowered the State of Maine's general
obligation bond rating from Aa1 to Aa. At the same time, Moody's lowered from
Aa1 to Aa the rating assigned to state-guaranteed bonds of the Maine School
Building Authority and the Finance Authority of Maine, and confirmed at A1 the
ratings assigned to the bonds of the Maine Court Facilities Authority and State
of Maine Certificates of Participation. These ratings have remained unchanged
since August 24, 1993. In its most recent credit report for the State of Maine,
dated July 12, 1995, Moody's said: "Reasonable revenue estimates and spending
restraint embodied in the fiscal 1996 budget are also noted, reflecting an
economy which, while emerging from recession, is not robust."

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2. INVESTMENT LIMITATIONS

The Fund has adopted the following fundamental investment limitations which are
in addition to those contained in the Fund's Prospectus and which may not be
changed without shareholder approval. The Fund may not:

(1) Borrow money, except for temporary or emergency purposes (including
the meeting of redemption requests) and except for entering into
reverse repurchase agreements, and provided that borrowings do not
exceed 33 1/3% of the Fund's total assets (computed immediately after
the borrowing).

(2) Purchase securities, other than U.S. Government Securities, if,
immediately after each purchase, more than 25% of the Fund's total
assets taken at market value would be invested in securities of
issuers conducting their principal business activity in the same
industry. For this purpose, consumer finance companies, industrial
finance companies, and gas, electric, water and telephone utility
companies are each considered to be separate industries.

(3) Purchase securities, other than U.S. Government Securities, of any one
issuer, if (a) more than 5% of the Fund's total assets taken at market
value would at the time of purchase be invested in the securities of
that issuer, or (b) such purchase would at the time of purchase cause
the Fund to hold more than 10% of the outstanding voting securities of
that issuer. Up to 50% of the Fund's total assets may be invested
without regard to this limitation.

(4) Act as an underwriter of securities of other issuers, except to the
extent that, in connection with the disposition of portfolio
securities, the Fund may be deemed to be an underwriter for purposes
of the Securities Act of 1933.

(5) Make loans to other persons except for loans of portfolio securities
and except through the use of repurchase agreements and through the
purchase of commercial paper or debt securities which are otherwise
permissible investments.

(6) Purchase or sell real estate or any interest therein, except that the
Fund may invest in securities issued or guaranteed by corporate or
governmental entities secured by real estate or interests therein,
such as mortgage pass-throughs and collateralized mortgage
obligations, or issued by companies that invest in real estate or
interests therein.

(7) Purchase or sell physical commodities or contracts relating to
physical commodities, provided that currencies and currency-related
contracts will not be deemed to be physical commodities.

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(8) Issue senior securities except pursuant to Section 18 of the
Investment Company Act of 1940 ("1940 Act") and except that the Fund
may borrow money subject to investment limitations specified in the
Fund's Prospectus.

(9) Invest in interests in oil or gas or interests in other mineral
exploration or development programs.

(10) Purchase securities having voting rights except securities of other
investment companies.

In addition, the Fund has adopted a fundamental investment policy which provides
that notwithstanding any other investment policy or restriction (whether or not
fundamental), the Fund may seek to achieve its investment objective by holding,
as its only investment securities, the securities of another investment company
having substantially the same investment objective and policies as the Fund.

The Fund has adopted the following nonfundamental investment limitations that
may be changed by the Board without shareholder approval. The Fund may not:

(a) Pledge, mortgage or hypothecate its assets, except to secure permitted
indebtedness. The deposit in escrow of securities in connection with
the writing of put and call options, collateralized loans of
securities and collateral arrangements with respect to margin for
futures contracts are not deemed to be pledges or hypothecations for
this purpose.

(b) Invest in securities of another registered investment company, except
in connection with a merger, consolidation, acquisition or
reorganization; and except that the Fund may invest in money market
funds and privately-issued mortgage related securities to the extent
permitted by the 1940 Act.

(c) Purchase securities on margin, or make short sales of securities,
except for the use of short-term credit necessary for the clearance of
purchases and sales of portfolio securities, but the Fund may make
margin deposits in connection with permitted transactions in options,
futures contracts and options on futures contracts.

(d) Invest in securities (other than fully-collateralized debt
obligations) issued by companies that have conducted continuous
operations for less than three years, including the operations of
predecessors, unless guaranteed as to principal and interest by an
issuer in whose securities the Fund could invest, if as a result, more
than 5% of the value of the Fund's total assets would be so invested.

(e) Invest in or hold securities of any issuer if officers and directors
of the Trust or the Fund's investment adviser, individually owning
beneficially more than 1/2 of 1%

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of the securities of the issuer, in the aggregate own more than 5% of
the issuer's securities.

(f) Purchase securities for investment while any borrowing equaling 5% or
more of the Fund's total assets is outstanding or borrow for purposes
other than meeting redemptions in an amount exceeding 5% of the value
of the Fund's total assets.

(g) Acquire securities or invest in repurchase agreements with respect to
any securities if, as a result, more than (i) 15% of the Fund's net
assets (taken at current value) would be invested in repurchase
agreements not entitling the holder to payment of principal within
seven days and in securities which are not readily marketable,
including securities that are illiquid by virtue of restrictions on
the sale of such securities to the public without registration under
the Securities Act of 1933 ("Restricted Securities") or (ii) 10% of
the Fund's total assets would be invested in Restricted Securities.

(h) Invest in oil, gas or other mineral exploration or development
programs, or leases, provided that the Fund may invest in securities
issued by companies engaged in such activities.

(i) Purchase or sell real property (including limited partnership
interests, but excluding readily marketable interests in real estate
investment trusts or readily marketable securities of companies which
invest in real estate.)

Except as required by the 1940 Act, if any percentage restriction on investment
or utilization of assets is adhered to at the time an investment is made, a
later change in percentage resulting from a change in the market values of the
Fund's assets or purchases and redemptions of shares will not be considered a
violation of the limitation.

For purposes of limitation number 4 listed in the Fund's Prospectus, which
relates to the diversification of the Fund's assets, the District of Columbia,
each state, each political subdivision, agency, instrumentality and authority
thereof, and each multi-state agency of which a state is a member is deemed to
be a separate "issuer." When the assets and revenues of an agency, authority,
instrumentality or other political subdivision are separate from the government
creating the subdivision and the security is backed only by the assets and
revenues of the subdivision, such subdivision would be deemed to be the sole
issuer. Similarly, in the case of industrial development bonds and private
activity bonds, if the bond is backed only by the assets and revenues of the
nongovernmental user, the nongovernmental user would be deemed to be the sole
issuer. However, if in either case the creating government or some other agency
guarantees a security, that guarantee would be considered a separate security
and would be treated as an issue of such government or other agency.

No more than 25% of the Fund's total assets may be invested in the securities of
one issuer. However, this limitation does not apply to securities of an issuer
payable solely from the proceeds of U.S. Government Securities.

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3. PERFORMANCE DATA

The Fund may quote performance in various ways. All performance information
supplied by the Fund in advertising is historical and is not intended to
indicate future returns. The Fund's net asset value, yield and total return
will fluctuate in response to market conditions and other factors, and the value
of Fund shares when redeemed may be more or less than their original cost.

Standardized SEC yield and total return information as of March 31, 1995 is
outlined in the following table:

30 Day Annualized 30 Day Annualized Total Return Total Return Since
Yield Tax Equivalent Yield 1 Year Inception
----- -------------------- ------ ---------
5.00% 9.18% 2.36% 5.71%

Tax equivalent yield is based on a combined Federal and Maine state income tax
rate of 49.5% (Federal 39.6% and State of Maine 9.9%).

The Fund commenced operations on December 5, 1991.

In performance advertising the Fund may compare any of its performance
information with data published by independent evaluators such as Morningstar,
Lipper Analytical Services, Inc., IBC/Donoghue, Inc., CDC/Wiesenberger or other
companies which track the investment performance of investment companies ("Fund
Tracking Companies"). The Fund may also compare any of its performance
information with the performance of recognized stock, bond and other indexes,
including but not limited to the Municipal Bond Buyers Indices, the Salomon
Brothers Bond Index, the Shearson Lehman Bond Index, the Standard & Poor's 500
Composite Stock Price Index, the Dow Jones Industrial Average, and changes in
the Consumer Price Index as published by the U.S. Department of Commerce. The
Fund may refer in such materials to mutual fund performance rankings and other
data published by Fund Tracking Companies. Performance advertising may also
refer to discussions of the Fund and comparative mutual fund data and ratings
reported in independent periodicals, such as newspapers and financial magazines.

YIELD CALCULATIONS

Standard SEC yields for the Fund used in advertising are computed by dividing
the Fund's interest income for a given 30 days or one-month period, net of
expenses, by the average number of shares entitled to receive distributions
during the period, dividing this figure by the Fund's net asset value per share
at the end of the period and annualizing the result (assuming compounding of
income) in order to arrive at an annual percentage rate. In general, interest
income is reduced with respect to bonds purchased at a premium over their par
value by subtracting a portion of the premium from income on a daily basis, and
is increased with respect to bonds purchased at a

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discount by adding a portion of the discount to daily income. Capital gain and
loss generally are excluded from these calculations.

Income calculated for the purpose of determining the Fund's yield differs from
income as determined for other accounting purposes. Because of the different
accounting methods used, and because of the compounding assumed in yield
calculations, the yield quoted for the Fund may differ from the rate of
distribution the Fund paid over the same period or the rate of income reported
in the Fund's financial statements.

The tax equivalent yield for the Fund is the rate an investor would have to earn
from a fully taxable investment in order to equal the Fund's yield after taxes.
Tax equivalent yields are calculated by dividing the Fund's yield by one minus
the stated Federal or combined Federal and state tax rate. (If only a portion
of the Fund's yield is tax-exempt, only that portion is adjusted in the
calculation.)

Although published yield information is useful to investors in reviewing the
Fund's performance, investors should be aware that the Fund's yield for any
given period is not an indication or representation by the Fund of future yields
or rates of return on the Fund's shares. Also, Processing Organizations may
charge their customers direct fees in connection with an investment in the Fund,
which will have the effect of reducing the Fund's net yield to those
shareholders. The yields of the Fund are not fixed or guaranteed, and an
investment in the Fund is not insured or guaranteed. Accordingly, yield
information may not necessarily be used to compare shares of the Fund with
investment alternatives which, like money market instruments or bank accounts,
may provide a fixed rate of interest. Also, it may not be appropriate to
compare the Fund's yield information directly to similar information regarding
investment alternatives which are insured or guaranteed.

TOTAL RETURN CALCULATIONS

Total returns quoted in advertising reflect all aspects of the Fund's return,
including the effect of reinvesting dividends and capital gain distributions,
and any change in the Fund's net asset value per share over the period. Average
annual returns are calculated by determining the growth or decline in value of a
hypothetical historical investment in the Fund over a stated period, and then
calculating the annually compounded percentage rate that would have produced the
same result if the rate of growth or decline in value had been constant over the
period. While average annual returns are a convenient means of comparing
investment alternatives, investors should realize that the performance is not
constant over time but changes from year to year, and that average annual
returns represent averaged figures as opposed to the actual year-to-year
performance of the Fund.

Average annual total return is calculated by finding the average annual
compounded rates of return of a hypothetical investment over a given period
according to the following formula:

P(1+T)TO THE POWER OF n = ERV

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Where:

P = a hypothetical initial payment of $1,000;
T = average annual total return;
n = number of years; and
ERV = ending redeemable value.

ERV is the value, at the end of the applicable period, of a hypothetical $1,000
payment made at the beginning of the applicable period.

In addition to average annual returns, the Fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an investment
over a stated period. Total returns may be broken down into their components of
income and capital (including capital gain and changes in share price) in order
to illustrate the relationship of these factors and their contributions to total
return. Total returns, yields and other performance information may be quoted
numerically or in a table, graph or similar illustration.

Period total return is calculated according to the following formula:

PT = (ERV/P-1)

Where:

P = a hypothetical initial payment of $1,000;
PT = period total return;
ERV = ending redeemable value.

4. MANAGEMENT

The Directors and officers of the Trust and their principal occupations during
the past five years are set forth below.

John Y. Keffer, Chairman and President.

President and Director, Forum Financial Services, Inc. (a registered
broker-dealer), Forum Financial Corp. (a registered transfer agent) and
Forum Advisors, Inc. (a registered investment adviser). Mr. Keffer is a
director and/or officer of various registered investment companies for
which Forum Financial Services, Inc. serves as manager, administrator
and/or distributor. His address is Two Portland Square, Portland, Maine
04101.

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Costas Azariadis, Director.

James C. Cheng, Director.

J. Michael Parish, Director.

Mark D. Kaplan, Vice President, Assistant Treasurer and Assistant Secretary.

Managing Director at FFSI since September 1995. Prior thereto, Mr. Kaplan
was Managing Director and Director of Research at H.M. Payson & Co. His
address is Two Portland Square, Portland, Maine 04101.

Michael D. Martins, Treasurer.

David I. Goldstein, Secretary.

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Dana A. Lukens, Assistant Secretary

Renee A. Walker, Assistant Secretary

Fund Administrator, Forum Financial Services, Inc., with which she has been
associated since December 1994. Prior thereto, Ms. Walker was employed by
Longwood Partners, Investment Partnership and Paine Webber, Inc. in Boston
Massachusetts. Her address is Two Portland Square, Portland, Maine 04101.

John Y. Keffer is an interested person of the Trust as that term is defined in
the 1940 Act.

ADVISER

The Fund's investment adviser, Forum Advisors, Inc., furnishes at its own
expense all services, facilities and personnel necessary in connection with
managing the Fund's investments and effecting portfolio transactions for the
Fund, pursuant to an investment advisory agreement between the Adviser and the
Trust (the "Advisory Agreement"). The Advisory Agreement provides for an
initial term of one year from its effective date with respect to the Fund and
for its continuance in effect for successive twelve-month periods thereafter,
provided the agreement is specifically approved at least annually by the Board
or by vote of the shareholders, and in either case by a majority of the
directors who are not parties to the Advisory Agreement or interested persons of
any such party.

The Advisory Agreement is terminable without penalty by the Trust on 60 days'
written notice when authorized either by vote of the Fund's shareholders or by a
vote of a majority of the Board, or by the Adviser on not more than 60 days' nor
less than 30 days' written notice, and will automatically terminate in the event
of its assignment. The Advisory Agreement also provides that the Adviser shall
not be liable for any error of judgment or mistake of law or for any act or
omission in the performance of its duties to the Fund, except for willful
misfeasance, bad faith or gross negligence in the performance of the Adviser's
duties or by reason of reckless disregard of its obligations and duties under
the Advisory Agreement. The Advisory Agreement provides that the Adviser may
render services to others.

For its services under the Investment Advisory Agreement, Forum receives with
respect to the Fund a fee at an annual rate of 0.40% of the average daily net
assets of the Fund. Fees payable under the Advisory Agreement with respect to
the Fund are outlined in the following table:

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FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------

1995 $105,063 $91,930 $13,133
1994 $92,788 $85,563 $7,225
1993 $35,825 $35,825 $0

In addition to receiving its advisory fee from the Fund, the Adviser may also
act and be compensated as investment manager for its clients with respect to
assets which are invested in the Fund. In some instances the Adviser may elect
to credit against any investment management fee received from a client who is
also a shareholder in the Fund an amount equal to all or a portion of the fees
received by the Adviser or any affiliate of the Adviser from the Fund with
respect to the client's assets invested in the Fund.

The Adviser has agreed to reimburse the Trust for certain of the Fund's
operating expenses (exclusive of interest, taxes, brokerage, fees and
organization expenses, all to the extent permitted by applicable state law or
regulation) which in any year exceed the limits prescribed by any state in which
the Fund's shares are qualified for sale. The Trust may elect not to qualify
its shares for sale in every state. The Adviser believes that currently the
most restrictive expense ratio limitation imposed by any state is 2-1/2% of the
first $30 million of the Fund's average net assets, 2% of the next $70 million
of its average net assets and 1-1/2% of its average net assets in excess of $100
million. For the purpose of this obligation to reimburse expenses, the Fund's
annual expenses are estimated and accrued daily, and any appropriate estimated
payments will be made by the Adviser monthly.

Subject to the above obligations to reimburse the Trust for its excess expenses,
the Trust has confirmed its obligation to pay all its other expenses, including:
interest charges, taxes, brokerage fees and commissions; certain insurance
premiums; fees, interest charges and expenses of the custodian, transfer agent
and dividend disbursing agent; telecommunications expenses; auditing, legal and
compliance expenses; costs of forming the corporation and maintaining corporate
existence; costs of preparing and printing the Trust's prospectuses, statements
of additional information, account application forms and shareholder reports and
delivering them to existing and prospective shareholders; costs of maintaining
books of original entry for portfolio and fund accounting and other required
books and accounts and of calculating the net asset value of shares of the
Trust; costs of reproduction, stationery and supplies; compensation of
directors, officers and employees of the Trust and costs of other personnel
performing services for the Trust who are not officers of an Adviser, the
manager and distributor or their respective affiliates; costs of corporate
meetings; Securities and Exchange Commission registration fees and related
expenses; state securities laws registration fees and related expenses; and fees
payable to the Advisers under the Investment Advisory Agreements.

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MANAGER AND DISTRIBUTOR

Forum Financial Services, Inc. ("Forum") was incorporated under the laws of the
State of Delaware on February 7, 1986, and supervises the overall management of
the Trust (which includes, among other responsibilities, negotiation of
contracts and fees with, and monitoring of performance and billing of, the
transfer agent and custodian and arranging for maintenance of books and records
of the Trust) pursuant to a management agreement with the Trust (the "Management
Agreement"). The Management Agreement provides for an initial term of one year
from its effective date with respect to the Fund and for its continuance in
effect for successive twelve-month periods thereafter, provided the agreement is
specifically approved at least annually by the Board or by the shareholders and,
in either case, by a majority of the directors who are not parties to the
Management Agreement or interested persons of any such party and do not have any
direct or indirect financial interest in the Management Agreement.

Forum also acts as distributor of the Fund's shares pursuant to a distribution
services agreement (the "Distribution Services Agreement") and, pursuant
thereto, receives, and may reallow to certain financial institutions, the sales
charge paid by the purchasers of the Fund's shares. The aggregate sales charges
payable to Forum with respect to the Fund are outlined in the following table:

FISCAL YEAR ENDED AGGREGATE
MARCH 31 SALES CHARGE AMOUNT RETAINED AMOUNT REALLOWED
-------- ------------ --------------- ----------------

1995 $133,896 $17,656 $116,239
1994 $476,541 $61,740 $414,800
1993 $461,958 $66,286 $395,672

For its services under the Management Agreement, Forum receives with respect to
the Fund a fee at an annual rate of 0.30% of the average daily net assets of the
Fund. Fees payable under the Management Agreement with respect to the Fund are
outlined in the following table:

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------
1995 $78,797 $78,797 $0
1994 $69,591 $53,083 $16,508
1993 $26,869 $26,869 $0

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Forum provides persons satisfactory to the Board to serve as officers of the
Trust. Those officers, as well as certain other employees and Directors of the
Trust, may be directors, officers or employees of (and persons providing
services to the Trust may include) Forum, its affiliates or certain affiliates
of the Advisers.

TRANSFER AGENT

Forum Financial Corp. (the "Transfer Agent") acts as transfer agent of the Trust
pursuant to a transfer agency agreement (the "Transfer Agency Agreement"). The
Transfer Agency Agreement provides for an initial term of one year from its
effective date with respect to the Fund and for its continuance in effect for
successive twelve-month periods thereafter, provided that the agreement is
specifically approved at least annually by the Board or by a vote of the
shareholders, and in either case by a majority of the directors who are not
parties to the Transfer Agency Agreement or interested persons of any such party
at a meeting called for the purpose of voting on the Transfer Agency Agreement.

The Transfer Agent or any sub-transfer agent or processing agent may also act
and receive compensation as custodian, investment manager, nominee, agent or
fiduciary for its customers or clients who are shareholders of the Fund with
respect to assets invested in the Fund. The Transfer Agent or any sub-transfer
agent or other processing agent may elect to credit against the fees payable to
it by its clients or customers all or a portion of any fee received from the
Trust or from the Transfer Agent with respect to assets of those customers or
clients invested in the Fund. The Transfer Agent, Forum or sub-transfer agents
or processing agents retained by the Transfer Agent may be Processing
Organizations (as defined in the Prospectus) and, in the case of sub-transfer
agents or processing agents, may also be affiliated persons of the Transfer
Agent or Forum.

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For its services under the Transfer Agent Agreement, Forum receives with respect
to its transfer agency services a fee at an annual rate of 0.25% of the average
daily net assets of the Fund. Fees payable under the Transfer Agent Agreement
with respect to the Fund are outlined in the following table:

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------

1995 $78,797 $78,797 $0
1994 $69,591 $53,083 $16,508
1993 $26,869 $26,869 $0

Pursuant to a Fund Accounting Agreement, the Transfer Agent also provides the
Fund with portfolio accounting, including the calculation of the Fund's net
asset value. For these services, the Transfer Agent receives an annual fee
ranging from $36,000 to $60,000 depending upon the amount and type of the Fund's
portfolio transactions and positions. Fees payable under the Transfer Agent
Agreement with respect to fund accounting services for the Fund are outlined in
the following table:

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------

1995 $78,797 $78,797 $0
1994 $69,591 $53,083 $16,508
1993 $26,869 $26,869 $0

The Transfer Agent or any sub-transfer agent or processing agent may also act
and receive compensation for acting as custodian, investment manager, nominee,
agent or fiduciary for its customers or clients who are shareholders of the Fund
with respect to assets invested in the Fund.

5. DETERMINATION OF NET ASSET VALUE

The Fund does not determine net asset value on the following holidays: New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Columbus Day, Veterans' Day, Thanksgiving and Christmas. Purchases and
redemptions are effected at the time of the next determination of net asset
value following the receipt of any purchase or redemption order.

6. PORTFOLIO TRANSACTIONS

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concession paid by the issuer to the underwriter, and purchases from dealers
serving as market makers include the spread between the bid and asked prices.

The Fund may effect purchases and sales through brokers who charge commissions.
Allocations of transactions to brokers and dealers and the frequency of
transactions are determined by the Adviser in its best judgment and in a manner
deemed to be in the best interest of shareholders of the Fund rather than by any
formula. The primary consideration is prompt execution of orders in an
effective manner and at the most favorable price available to the Fund. For the
fiscal years ended March 31, 1995, 1994, 1993, the Fund paid no brokerage
commissions.

The Fund may not always pay the lowest commission or spread available. Rather,
in determining the amount of commission, including certain dealer spreads, paid
in connection with Fund transactions, the Adviser takes into account such
factors as size of the order, difficulty of execution, efficiency of the
executing broker's facilities (including the services described below) and any
risk assumed by the executing broker. The Adviser may also take into account
payments made by brokers effecting transactions for the Fund (i) to the Fund or
(ii) to other persons on behalf of the Fund for services provided to it for
which it would be obligated to pay.

In addition, the Adviser may give consideration to research services furnished
by brokers or dealers to the Adviser for its use and may cause the Fund to pay
these brokers a higher amount of commission than may be charged by other
brokers. Such research and analysis may be used by the Adviser in connection
with services to clients other than the Fund, and the Adviser's fee is not
reduced by reason of the Adviser's receipt of the research services.

Investment decisions for the Fund will be made independently from those for any
other account or investment company that is or may in the future become managed
by the Adviser or its affiliates. If, however, the Fund and other investment
companies or accounts managed by the Adviser are contemporaneously engaged in
the purchase or sale of the same security, the transactions may be averaged as
to price and allocated equitably to each account. In some cases, this policy
might adversely affect the price paid or received by the Fund or the size of the
position obtainable for the Fund. In addition, when purchases or sales of the
same security for the Fund and for other investment companies and accounts
managed by the Adviser occur contemporaneously, the purchase or sale orders may
be aggregated in order to obtain any price advantages available to large
denomination purchases or sales.

No portfolio transactions are executed with the Adviser, Forum or any of their
affiliates.

7. ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Shares in the Fund are sold on a continuous basis by the distributor.

Set forth below is an example of the method of computing the offering price of
the Fund's shares. The example assumes a purchase of shares of common stock
aggregating less than $100,000 subject to the schedule of sales charges set
forth in the Prospectus at a price based on the net asset value per share of
$10.46 on March 31, 1995.

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Net Asset Value Per Share.................... $ 10.46

Sales Charge, 3.75% of offering price
(3.90% of net asset value per share)......... $ 0.41

Offering to Public........................... $ 10.87

In addition to the situations described in the Prospectus under "Purchases and
Redemptions of Shares," the Trust may redeem shares involuntarily, from time to
time, to reimburse the Fund for any loss sustained by reason of the failure of a
shareholder to make full payment for shares purchased by the shareholder or to
collect any charge relating to transactions effected for the benefit of a
shareholder which is applicable to the Fund's shares as provided in the
Prospectus.

The Trust has filed a formal election with the Securities and Exchange
Commission pursuant to which a Fund will only effect a redemption in portfolio
securities if a shareholder is redeeming more than $250,000 or 1% of the Fund's
total net assets, whichever is less, during any 90-day period.

By use of telephone redemption and exchange privileges, the shareholder
authorizes the Transfer Agent to act upon the instruction of any person
representing himself either to be, or to have the authority to act on behalf of,
the investor and believed by the Transfer Agent to be genuine. The records of
the Transfer Agent of such instructions are binding. Proceeds of an exchange
transaction may be invested in another Participating Fund account in the name of
the shareholder.

EXCHANGE PRIVILEGE

The exchange privilege permits shareholders of the Fund to exchange their shares
for shares of any other fund of the Trust or shares of certain other portfolios
of investment companies which retain Forum or its affiliates as investment
adviser or distributor and which participate in the Trust's exchange privilege
program ("Participating Fund"). For Federal income tax purposes, exchange
transactions are treated as sales on which a purchaser will realize a capital
gain or loss depending on whether the value of the shares redeemed is more or
less than his basis in such shares at the time of the transaction.

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and the proceeds used to purchase, without a sales charge, shares of any other
Participating Fund otherwise sold with the same sales charge. If the
Participating Fund purchased in the exchange transaction imposes a higher sales
charge than was paid originally on the exchanged shares, the shareholder will be
responsible for the difference between the two sales charges. Shares acquired
through the reinvestment of dividends and distributions are deemed to have been
acquired with a sales charge rate equal to that paid on the shares on which the
dividend or distribution was paid.

The terms of the exchange privilege are subject to change, and the privilege may
be terminated by any of the Participating Funds or the Trust. However the
privilege will not be terminated, and no material change that restricts the
availability of the privilege to shareholders will be implemented, without
reasonable advance notice to shareholders.

8. TAXATION

Qualification as a regulated investment company under the Internal Revenue Code
of 1986 does not involve governmental supervision of management or investment
practices or policies. Investors should consult their own counsel for a
complete understanding of the requirements the Fund must meet to qualify for
such treatment. The following discussion relates solely to Federal income taxes
on dividends and distributions by the Fund and assumes that the Fund qualifies
as a regulated investment company. Investors should consult their own counsel
for further details and for the application of state and local tax laws to the
investor's particular situation.

The Fund expects to derive substantially all of its gross income (exclusive of
capital gain) from sources other than dividends. Accordingly, it is expected
that none of the Fund's dividends or distributions will qualify for the
dividends-received deduction for corporations.

9. OTHER INFORMATION

CUSTODIAN

Pursuant to a Custodian Agreement, The First National Bank of Boston, 100
Federal Street, Boston, Massachusetts 02106, acts as the custodian of the
Fund's assets. The custodian's responsibilities include safeguarding and
controlling the Fund's cash and securities, determining income and collecting
interest on Fund investments.

COUNSEL

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AUDITORS

Deloitte & Touche LLP, Two World Financial Center, New York, New York 10281-
1414, independent auditors, act as auditors for the Trust.

THE TRUST AND ITS SHARES

The Trust was organized in Delaware on August 29, 1995; the Trust's succeeded to
the assets and liabilities of Forum Funds, Inc. on January 5, 1996. Forum
Funds, Inc. was incorporated on March 24, 1980 and assumed the name of Forum
Funds, Inc. on March 16, 1987. The Board has the authority to issue an
unlimited number of shares of beneficial interest of separate series with no par
value per share and to create separate classes of shares within each series.
There are currently seven other series of the Trust.

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Each series capital consists of shares of beneficial interest. Shares are fully
paid and nonassessable, except as set forth above with respect to Trustee and
shareholder liability. Shareholders representing 10% or more of the Trust or a
series may, as set forth in the Trust Instrument, call meetings of the Trust or
series for any purpose related to the Trust or series, as the case may be,
including, in the case of a meeting of the entire Trust, the purpose of voting
on removal of one or more Trustees. The Trust or any series may be terminated
upon the sale of its assets to, or merger with, another open-end management
investment company or series thereof, or upon liquidation and distribution of
its assets. Generally such terminations must be approved by the vote of the
holders of a majority of the outstanding shares of the Trust or the series;
however, the Trustees may, without prior shareholder approval, change the form
of organization of the Trust by merger, consolidation or incorporation. If not
so terminated or reorganized, the Trust and its series will continue
indefinitely. Under the Trust Instrument, the Trustees may, without shareholder
vote, cause the Trust to merge or consolidate into one or more trusts,
partnerships or corporations or cause the Trust to merge or consolidate into one
or more trusts, partnerships or corporations or cause the Trust to be
incorporated under Delaware law, so long as the surviving entity is an open-end
management investment company that will succeed to or assume the Trust's
registration statement.

As of September 29, 1995, the Officers and Directors of the Trust as a group
owned less than 1% of the outstanding shares of the Fund. Also as of that date,
the shareholders listed below owned of record no more than 5% of the Fund.
Shareholders owning 25% or more of the shares of a Fund or of the Trust as a
whole may be deemed to be controlling persons. By reason of their substantial
holdings of shares, these persons may be able to require the Trust to hold a
shareholder meeting to vote on certain issues and may be able to determine the
outcome of any shareholder vote. As noted, certain of these shareholders are
known to the Trust to hold their shares of record only and have no beneficial
interest, including the right to vote, in the shares.

PERCENTAGE OF
FUND
SHAREHOLDER SHARES OWNED
----------- ------------

Merrill Lynch, Pierce, Fenner & Smith, Inc. (record 7.97%
holder), Jacksonville, Florida

Barnhart & Co., Bar Harbor, Maine 5.18%

FUND STRUCTURE

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other collective investment vehicles that share investment objectives -- but
offer their shares through distinct distribution channels -- pool their assets
by investing in a single investment company having substantially the same
investment objective and policies (a "Core Portfolio"). This means that the
only investment securities that will be held by the Fund will be the Fund's
interest in the Core Portfolio. This structure would permit other collective
investment vehicles to invest collectively in a Core Portfolio, allowing for
greater economies of scale in managing operations of the single Core Portfolio.
In the event the Fund invested all of its assets in a Core Portfolio, its
methods of operation and shareholder services would not be materially affected
by its investment in a corresponding Core Portfolio, except that the assets of
the Fund may be managed as part of a larger pool. If the Fund invested all of
its assets in a Core Portfolio, it would hold only investment securities issued
by the Core Portfolio; the Core Portfolio would directly invest in individual
securities of other issuers. The Fund would otherwise continue its normal
operation. The Board would retain the right to withdraw the Fund's investments
from the Core Portfolio at any time; the Fund would then resume investing
directly in individual securities of other issuers or could re-invest all of its
assets in another Core Portfolio.

The Board will authorize investing the Fund's assets in a Core Portfolio only if
it first determines that pooling is in the best interests of the Fund and its
shareholders. In determining whether to invest in a Core Portfolio, the Board
will consider, among other things, the opportunity to reduce costs and achieve
operational efficiencies. The Board will not authorize investment in a Core
Portfolio if it would materially increase costs to the Fund's shareholders,
unless, of course, there were perceived to be a corresponding increase in
benefits to shareholders.

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Portfolio, or as the directors or trustees of the Core Portfolio may consider
desirable. The board of directors or trustees of a Core Portfolio will typically
reserve the power to change nonfundamental policies without prior shareholder
approval.

CONSIDERATIONS OF INVESTING IN A PORTFOLIO. The Fund's investment in a Core
Portfolio may be affected by the actions of other large investors in the Core
Portfolio, if any. For example, if the Core Portfolio had a large investor
other than the Fund that redeemed its interest in the Core Portfolio, the Core
Portfolio's remaining investors (including the Fund) might, as a result,
experience higher pro rata operating expenses, thereby producing lower returns.
The Fund may withdraw its entire investment from the Core Portfolio at any time,
if the Board determines that it is in the best interests of the Fund and its
shareholders to do so. The Fund might withdraw, for example, if other investors
in the Core Portfolio, by a vote of shareholders, changed the investment
objective or policies of the Core Portfolio in a manner not acceptable to the
Board. A withdrawal could result in a distribution in kind of portfolio
securities (as opposed to a cash distribution) by the Core Portfolio. That
distribution could result in a less diversified portfolio of investments for the
Fund and could affect adversely the liquidity of the Fund's portfolio. If the
Fund decided to convert those securities to cash, it usually would incur
transaction costs. If the Fund withdrew its investment from the Core Portfolio,
the Board would consider what action might be taken, including the management of
the Fund's assets in accordance with its investment objective and policies by
the Adviser or the investment of all of the Fund's investable assets in another
pooled investment entity having substantially the same investment objective as
the Fund.

FINANCIAL STATEMENTS

The financial statements of the Fund for the year ended March 31, 1995 (which
include a statement of assets and liabilities, a statement of operations, a
statement of changes in net assets, notes to financial statements, financial
highlights, a statement of investments and the auditors' report thereon) are
included in the Annual Report to Shareholders of the Trust delivered along with
this SAI and are incorporated herein by reference.

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MAINE MUNICIPAL BOND FUND

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MAINE MUNICIPAL BOND FUND

APPENDIX A - DESCRIPTION OF SECURITIES RATINGS

1. CORPORATE AND MUNICIPAL BONDS (INCLUDING CONVERTIBLE BONDS)

MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")

Bonds which are rated Baa are considered as medium grade obligations, i.e., they
are neither highly protected nor poorly secured. Interest payment and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

Bonds which are rated Ba are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Bonds which are rated Caa are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest.

Bonds which are rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

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Bonds which are rated C are the lowest rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.

Note: Those bonds in the Aa, A, Baa, Ba or B groups which Moody's believes
possess the strongest investment attributes are designated by the symbols Aa1,
A1, Baa1, Ba1, and B1.

STANDARD AND POOR'S CORPORATION ("S&P")

Bonds rated AAA have the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

Bonds rated AA have a very strong capacity to pay interest and repay principal
and differ from the highest rated issues only in small degree.

Bonds rated BBB are regarded as having an adequate capacity to pay interest and
repay principal. Whereas they normally exhibit adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
weakened capacity to pay interest and repay principal for debt in this category
than in higher rated categories.

Bonds rated BB, B, CCC, CC and C are regarded, on balance, as predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and C the highest degree of speculation. While
such bonds will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions. Bonds rated BB have less near-term vulnerability to default than
other speculative issues. However, they face major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could lead
to inadequate capacity to meet timely interest and principal payments.

Bonds rated B have a greater vulnerability to default but currently have the
capacity to meet interest payments and principal payments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal.

Bonds rated CCC have currently identifiable vulnerability to default, and are
dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, they are not likely to have the
capacity to pay interest and repay principal.

Bonds rated CC typically are subordinated to senior debt which as assigned an
actual or implied CCC debt rating. This rating may also be used to indicate
imminent default.

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The C rating may be used to cover a situation where a bankruptcy petition has
been filed, but debt service payments are continued. The rating Cl is reserved
for income bonds on which no interest is being paid.

Bonds are rated D when the issue is in payment default, or the obligor has filed
for bankruptcy. The D rating category is used when interest payments or
principal payments are not made on the date due, even if the applicable grace
period has not expired, unless S&P believes that such payments will made during
such grace period.

Note: The ratings from AA to CCC may be modified by the addition of a plus (+)
or minus (-) sign to show the relative standing within the rating category.

FITCH INVESTORS SERVICE, INC. ("FITCH")

BBB Bonds are considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these bonds,
and therefore impair timely payment. The likelihood that the ratings of these
bonds will fall below investment grade is higher than for bonds with higher
ratings.

BB Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

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CC Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C Bonds are in imminent default in payment of interest or principal.

DDD, DD, and D Bonds are in default on interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. DDD
represents the highest potential for recovery on these bonds, and D represents
the lowest potential for recovery.

Plus (+) and minus (-) signs are used with a rating symbol to indicate the
relative position of a credit within the rating category. Plus and minus signs,
however, are not used in the AAA, DDD, DD, or D categories.

2. SHORT TERM MUNICIPAL LOANS

MOODY'S INVESTORS SERVICE, INC.

MIG-1/VMIG-1. This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broadbased access to the market for refinancing.

MIG-2/VMIG-2. This designation denotes high quality. Margins of protection are
ample although not so large as in the MIG-1/VMIG-1 group.

MIG 3/VMIG 3. This designation denotes favorable quality. All security
elements are accounted for but there is lacking the undeniable strength of the
preceding grades. Liquidity and cash flow protection may be narrow and market
access for refinancing is likely to be less well established.

MIG 4/VMIG 4. This designation denotes adequate quality. Protection commonly
regarded as required of an investment security is present and, although not
distinctly or predominantly speculative, there is specific risk.

STANDARD AND POOR'S CORPORATION

SP-1. Very strong or strong capacity to pay principal and interest. Those
issues which are determined to possess overwhelming safety characteristics will
be given a plus (+) designation.

SP-2. Satisfactory capacity to pay principal and interest.

SP-3. Speculative capacity to pay principal and interest.

3. OTHER MUNICIPAL SECURITIES AND COMMERCIAL PAPER

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MOODY'S INVESTORS SERVICE, INC.

Moody's two highest ratings for short-term debt, including commercial paper, are
Prime-1 and Prime-2. Both are judged investment grade, to indicate the relative
repayment ability of rated issuers.

Issuers rated Prime-1 have a superior ability for repayment of senior short-term
debt obligations. Prime-1 repayment ability will often be evidenced by many of
the following characteristics:

--- Leading market positions in well-established industries.
--- High rates of return on funds employed.
--- Conservative capitalization structure with moderate reliance on debt
and ample asset protection.
--- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
--- Well-established access to a range of financial markets and assured
sources of alternate liquidity.

Issuers rated Prime-2 by Moody's have a strong ability for repayment of senior
short-term debt obligations. This will normally be evidenced by many of the
characteristics of issuers rated Prime-1 but to a lesser degree. Earnings
trends and coverage ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.

STANDARD AND POOR'S CORPORATION

FITCH INVESTORS SERVICE, INC.

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F-1+. Issues assigned this rating are regarded as having the strongest degree of
assurance for timely payment.

F-1. Issues assigned this rating reflect an assurance of timely payment only
slightly less in degree than issues rated F-1+.

F-2. Issues assigned this rating have a satisfactory degree of assurance for
timely payment, but the margin of safety is not as great as for issues assigned
F-1+ or F-1 rating.

F-3. Issues assigned this rating have characteristics suggesting that the
degree of assurance for timely payment is adequate, however, near-term adverse
changes could cause these securities to be rated below investment grade.

F-S. Issues assigned this rating have characteristics suggesting a minimal
degree of assurance for timely payment and are vulnerable to near-term adverse
changes in financial and economic conditions.

D. Issues assigned this rating are in actual or imminent payment default.

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MAINE MUNICIPAL BOND FUND

APPENDIX B - DESCRIPTION OF MUNICIPAL SECURITIES

1. MUNICIPAL BONDS

Municipal Bonds which meet longer term capital needs and generally have
maturities of more than one year when issued, have three principal
classifications:

General Obligation Bonds are issued by such entities as states, counties,
cities, towns, and regional districts. The proceeds of these obligations are
used to fund a wide range of public projects, including construction or
improvement of schools, highways and roads, and water and sewer systems. The
basic security behind General Obligation Bonds is the issuer's pledge of its
full faith and credit and taxing power for the payment of principal and
interest. The taxes that can be levied for the payment of debt service may be
limited or unlimited as to the rate or amount of special assessments.

Revenue Bonds in recent years have come to include an increasingly wide variety
of types of municipal obligations. As with other kinds of municipal
obligations, the issuers of revenue bonds may consist of virtually any form of
state or local governmental entity, including states, state agencies, cities,
counties, authorities of various kinds, such as public housing or redevelopment
authorities, and special districts, such as water, sewer or sanitary districts.
Generally, revenue bonds are secured by the revenues or net revenues derived
from a particular facility, group of facilities, or, in some cases, the proceeds
of a special excise or other specific revenue source. Revenue bonds are issued
to finance a wide variety of capital projects including electric, gas, water and
sewer systems; highways, bridges, and tunnels; port and airport facilities;
colleges and universities; and hospitals. Many of these bonds provide
additional security in the form of a debt service reserve fund to be used to
make principal and interest payments. Various forms of credit enhancement, such
as a bank letter of credit or municipal bond insurance, may also be employed in
revenue bond issues. Housing authorities have a wide range of security,
including partially or fully insured mortgages, rent subsidized and/or
collateralized mortgages, and/or the net revenues from housing or other public
projects. Some authorities provide further security in the form of a state's
ability (without obligation) to make up deficiencies in the debt service reserve
fund.

In recent years, revenue bonds have been issued in large volumes for projects
that are privately owned and operated as described below.

Private Activity Bonds are considered municipal bonds if the interest paid
thereon is exempt from Federal income tax and are issued by or on behalf of
public authorities to raise money to finance various privately operated
facilities for business and manufacturing, housing and health. These bonds are
also used to finance public facilities such as airports, mass transit systems
and ports. The payment of the principal and interest on such bonds is dependent
solely on the ability

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of the facility's user to meet its financial obligations and the pledge, if any,
of real and personal property as security for such payment.

While, at one time, the pertinent provisions of the Internal Revenue Code (the
"Code") permitted private activity bonds to bear tax-exempt interest in
connection with virtually any type of commercial or industrial project (subject
to various restrictions as to authorized costs, size limitations, state per
capita volume restrictions, and other matters), the types of qualifying projects
under the Code have become increasingly limited, particularly since the
enactment of the Tax Reform Act of 1986. Under current provisions of the Code,
tax-exempt financing remains available, under prescribed conditions, for owner-
occupied housing, certain privately owned and operated rental multi-family
housing facilities, nonprofit hospital and nursing home projects, certain
manufacturing or industrial projects, and solid waste disposal projects, among
others, and for the refunding (that is, the tax-exempt refinancing) of various
kinds of other private commercial projects originally financed with tax-exempt
bonds. In future years, the types of projects qualifying under the Code for
tax-exempt financing are expected to become increasingly limited.

Because of terminology formerly used in the Code, virtually any form of private
activity bond may still be referred to as an "industrial development bond," but
more and more frequently revenue bonds have become classified according to the
particular type of facility being financed, such as hospital revenue bonds,
nursing home revenue bonds, multifamily housing revenues bonds, single family
housing revenue bonds, industrial development revenue bonds and solid waste
resource recovery revenue bonds.

Tax-exempt bonds are also categorized according to whether the interest is or is
not includible in the calculation of alternative minimum taxes imposed on
individuals, according to whether the costs of acquiring or carrying the bonds
are or are not deductible in part by banks and other financial institutions, and
according to other criteria relevant for Federal income tax purposes. Due to
the increasing complexity of Code and related requirements governing the
issuance of tax-exempt bonds, industry practice has uniformly required, as a
condition to the issuance of such bonds, but particularly for revenue bonds, an
opinion of nationally recognized bond counsel as to the tax-exempt status of
interest on the bonds.

2. MUNICIPAL NOTES

Municipal Notes generally are used to provide for short-term capital needs and
usually have maturities of one year or less. They include the following:

Tax Anticipation Notes are issued to finance working capital needs of
municipalities. Generally, they are issued in anticipation of various seasonal
tax revenues, such as income, sales, use and business taxes, and are payable
from these specific future taxes.

Revenue Anticipation Notes are issued in expectation of receipt of other types
of revenues, such as Federal revenues available under the Federal Revenue
Sharing Programs.

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Bond Anticipation Notes are issued to provide interim financing until long-term
financing can be arranged. In most cases, the long-term bonds then provide the
money for the repayment of the Notes.

Construction Loan Notes are sold to provide construction financing. After
successful completion and acceptance, many projects receive permanent financing
through the Federal Housing Administration under the Federal National Mortgage
Association or the Government National Mortgage Association.

Tax-Exempt Commercial Paper is a short-term obligation with a stated maturity
of 365 days or less. It is issued by agencies of state and local governments to
finance seasonal working capital needs or as short-term financing in
anticipation of longer term financing.

3. MUNICIPAL LEASES

Municipal Leases, which may take the form of a lease or an installment purchase
or conditional sale contract, are issued by state and local governments and
authorities to acquire a wide variety of equipment and facilities such as fire
and sanitation vehicles, telecommunications equipment and other capital assets.
Municipal leases frequently have special risks not normally associated with
general obligation or revenue bonds. Leases and installment purchase or
conditional sale contracts (which normally provide for title to the leased asset
to pass eventually to the government issuer) have evolved as a means for
governmental issuers to acquire property and equipment without meeting the
constitutional and statutory requirements for the issuance of debt. The debt-
issuance limitations of many state constitutions and statutes are deemed to be
inapplicable because of the inclusion in many leases or contracts of "non-
appropriation" clauses that provide that the governmental issuer has no
obligation to make future payments under the lease or contract unless money is
appropriated for such purpose by the appropriate legislative body on a yearly or
other periodic basis. To reduce this risk, the Fund will only purchase
municipal leases subject to a non-appropriation clause when the payment of
principal and accrued interest is backed by an unconditional irrevocable letter
of credit or guarantee of a bank or other entity that meets the criteria
described in the Prospectus.

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MAINE MUNICIPAL BOND FUND

APPENDIX C - HEDGING STRATEGIES

1. BOND INDEX FUTURES

Futures contracts on a municipal bond index (the "Index") are traded on the
Chicago Board of Trade. Maine Municipal Bond Fund may seek to hedge itself
against changes in interest rates by purchasing and selling futures contracts on
the Index or any municipal bond index hereafter approved for trading by the
Commodity Futures Trading Commission. The Index assigns numerical values to the
municipal securities comprising the Index and, based on those values, fluctuates
in accordance with market movements of the municipal bonds comprising the Index.
The purchaser or seller of a futures contract on the Index agrees to take or
make delivery of an amount of cash equal to the difference between a specified
dollar multiple of the value of the Index on the expiration date of the
contract, "current contract value," and the price at which the contract was
originally purchased or sold. No physical delivery of the municipal bonds
underlying the Index is made.

BOND INDEX FUTURES CHARACTERISTICS. Unlike the purchase or sale of a specific
security by the Fund, no price is paid or received by the Fund upon the purchase
or sale of an index futures contract. Initially, the Fund will be required to
deposit with the broker through which such transaction is effected or in a
segregated account with the Fund's custodian an amount of cash or U.S. Treasury
bills equal to a specified dollar amount per contract as of the date thereof.
This amount is known as initial margin. The nature of initial margin in futures
transactions is different from that of margin in security transactions in that
futures contract margin does not involve the borrowing of funds to finance
transactions. Rather, the initial margin is in the nature of a performance bond
or good faith deposit on the contract which is returned to the Fund upon
termination of the futures contract, assuming all contractual obligations have
been satisfied. Subsequent payments, called variation margin, to and from the
broker will be made on a daily basis as the price of the underlying index
fluctuates, a process known as "marking to the market." For example, when the
Fund has purchased an index futures contract and the price of the futures
contract has risen in response to a rise in the Index, that position will have
increased in value and the Fund will receive from the broker a variation margin
payment equal to that increase in value. Conversely, where the Fund has
purchased an index futures contract and the price of the futures contract has
declined in response to a decrease in the Index, the position would be less
valuable and the Fund would be required to make a variation margin payment to
the broker. At any time prior to expiration of the futures contract, the
Adviser may elect to close the position by taking an opposite position which
will operate to terminate the Fund's position in the futures contract. A final
determination of variation margin is then made, additional cash is required to
be paid by or released to the Fund, and the Fund realizes a loss or gain.

RISKS OF TRANSACTIONS IN INDEX FUTURES. There are several risks in connection
with the use of index futures by the Fund as a hedging device. One risk arises
because of the imperfect

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correlation between movements in the price of the index futures and the hedge.
The price of the index futures may move more than or less than the price of the
securities being hedged. If the price of the index futures moves less than the
price of the securities which are the subject of the hedge, the hedge will not
be fully effective but, if the price of the securities being hedged has moved in
an unfavorable direction, the Fund would be in a better position than if it had
not hedged at all. If the price of the securities being hedged has moved in a
favorable direction, this advantage will be partially offset by the loss on the
index future. If the price of the future moves more than the price of the
underlying securities, the Fund will experience either a loss or gain on the
future which will not be completely offset by movements in the price of the
securities which are the subject of the hedge. To compensate for the imperfect
correlation of movements in the price of securities being hedged and movements
in the price of the index futures, the Fund may buy or sell index futures of a
greater contract value than the dollar amount of securities being hedged if the
volatility over a particular time period of the prices of such securities has
been greater than the volatility over such time period of the Index, or if
otherwise deemed to be appropriate by the Adviser. Conversely, the Fund may buy
or sell fewer index futures if the volatility over a particular time period of
the prices of the securities being hedged is less than the volatility over such
time period of the Index, or it is otherwise deemed to be appropriate by the
Adviser. It is also possible that, where the Fund has sold index futures to
hedge its portfolio against a decline in the market, the market may advance and
the value of securities held in the Fund may decline. If this occurred, the
Fund would lose money on the future and also experience a decline in the value
of its portfolio securities. However, over time the value of a diversified
portfolio should tend to move in the same direction as the Index, although there
may be deviations arising from differences between the composition of the Fund's
portfolios and the securities comprising the Index.

When index futures are purchased to hedge against possible increases in the
price of municipal bonds before the Fund is able to invest its cash (or cash
equivalents) in municipal bonds in an orderly fashion, it is possible that the
market may decline instead. If the Fund then determines not to invest in
municipal bonds at that time because of concern as to possible further market
decline or for other reasons, the Fund will realize a loss on the index futures
that is not offset by a reduction in the price of securities purchased.

In addition to the possibility that there may be an imperfect correlation, or no
correlation at all, between movements in the index futures and the portion of
the portfolio being hedged, the price of index futures may not correlate
perfectly with movement in the Index due to certain market distortions. Rather
than meeting additional margin deposit requirements, investors may close futures
contracts through offsetting transactions which could distort the normal
relationship between the Index and the index futures markets. Secondly, from
the point of view of speculators, deposit requirements in the futures market are
less onerous than margin requirements in the securities market. Therefore,
increased participation by speculators in the index futures market may also
cause temporary price distortions. Due to the possibility of price distortion
in the index futures market, and because of the imperfect correlation between
the movements in the Index and movements in the price of index futures, a
correct forecast of general market trends by the Adviser may still not result in
a successful hedging transaction over a short time frame.

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Positions in futures on the Index may be closed out only on the Chicago Board of
Trade which provides a secondary market for such futures. Although the Fund
intends to purchase or sell index futures only on exchanges or boards of trade
where there appear to be active secondary markets, there is no assurance that a
liquid secondary market on any exchange or board of trade will exist for any
particular contract or at any particular time. In such event, it may not be
possible to close an index futures investment position, and in the event of
adverse price movements, the Fund would continue to be required to make daily
cash payments of variation margin. However, in the event index futures have
been used to hedge portfolio securities, such securities will not be sold until
the futures contract can be terminated. In such circumstances, an increase in
the price of the securities, if any, may partially or completely offset losses
on the index futures. However, as described above, there is no guarantee that
the price of the securities will in fact correlate with the price movements in
the futures markets and thus provide an offset on index futures.

Successful use of index futures by the Fund is also subject to the Adviser's
ability to predict correctly movements in the direction of the municipal bond
markets. For example, if the Fund has hedged against the possibility of a
decline in the municipal bond market and bond prices increase instead, the Fund
will lose part or all of the benefit of the increased value of the portfolio
securities which it has hedged because it will have offsetting losses in its
futures positions. In addition, in such situations, if the Fund has
insufficient cash, it may have to sell portfolio securities to meet daily
variation margin requirements. Such sales of securities may, but will not
necessarily, be at increased prices which reflect the rising market. The Fund
may have to sell portfolio securities at a time when it may be disadvantageous
to do so.

2. OTHER FUTURES CONTRACTS AND OPTIONS ON FUTURES

The Fund may invest in certain other financial futures contracts ("futures
contracts") and options thereon. The Fund may sell a futures contract or a call
option thereon or purchase a futures contract or a put option thereon as a hedge
against a decrease in the value of the Fund's securities. A futures contract
sale creates an obligation by the Fund, as seller, to deliver the specific type
of instrument called for in the contract at a specified future time for a
specified price. A futures contract purchase creates an obligation by the Fund,
as purchaser, to take delivery of the specific type of financial instrument at a
specified future time at a specified price. The Fund is required to maintain
margin deposits with brokerage firms through which it effects futures contracts
as described under "Bond Index Futures Characteristics."

Although the terms of futures contracts specify actual delivery or receipt of
securities, in most instances the contracts are closed out before the settlement
date without the making or taking of delivery of the securities. Closing out of
a futures contract is effected by entering into an offsetting purchase or sale
transaction. An offsetting transaction for a futures contract sale is effected
by entering into a futures contract purchase for the same aggregate amount of
the specific type of financial instrument and same delivery date. If the price
in the sale exceeds the price in the offsetting purchase, the Fund is
immediately paid the difference and thus realizes a gain. If the purchase price
of the offsetting transaction exceeds the sale price, the Fund pays the

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difference and realizes a loss. Similarly, the closing out of a futures
contract purchase is effected by the Fund entering into a futures contract sale.
If the offsetting sale price exceeds the purchase price, the Fund realizes a
gain, and if the offsetting sale price is less than the purchase price, the Fund
realizes a loss.

Unlike a futures contract, which requires the parties to buy and sell a security
on a set date, an option on a futures contract entitles its holder to decide on
or before a future date whether to enter into such a contract. If the holder
decides not to enter into the contract, the premium paid for the option is lost.
Since the value of the option is fixed at the point of sale, the holder is not
required to make daily payments of cash to reflect the change in the value of
the underlying contract as would be the case for a purchaser or seller of a
futures contract. The value of the option does change and is reflected in the
net asset value of the Fund.

Currently, futures contracts can be purchased on certain debt securities issued
by the U.S. Treasury, the Standard & Poor's 500 Stock Index, certificates of the
Government National Mortgage Association and bank certificates of deposit. The
Fund may invest in futures contracts covering these types of financial
instruments as well as in new types of such contracts that become available in
the future.

Financial futures contracts are traded in an auction environment on the floors
of several exchanges -- principally, the Chicago Board of Trade, the Chicago
Mercantile Exchange and the New York Futures Exchange. Each exchange guarantees
performance under contract provisions through a clearing corporation, a
nonprofit organization managed by the exchange membership which is also
responsible for handling daily account of deposit or withdrawals of margin.

Investing in futures contracts involves the risks of imperfect correlations,
secondary market illiquidity and the Adviser's incorrect predictions of market
movements, as described under "Bond Index Futures Characteristics."

Put and call options on financial futures have characteristics similar to those
of other options. For a further description of options, see "Put and Call
Options" below.

In addition to the risks associated with investing in options on securities,
there are particular risks associated with investing in options on futures. In
particular, the ability to establish and close out positions on such options
will be subject to the development and maintenance of a liquid secondary market.
It is not certain that this market will develop.

The Fund may not enter into futures contracts or related options thereon if
immediately thereafter (i) the amount committed to margin plus the amount paid
for option premiums exceeds 5% of the value of the Fund's total assets or (ii)
the sum of the current contract values of open futures contracts purchased and
sold by the Fund would exceed 30% of the value of the Fund's total assets. In
instances involving the purchase of futures contracts by the Fund, an amount
equal to the market value of the futures contract will be deposited in a
segregated account of cash and cash equivalents to collateralize the position
and thereby insure that the use of such futures contract is unleveraged.

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3. PUT AND CALL OPTIONS

The Fund may purchase put and call options written by others and write put and
call options covering the types of securities in which the Fund may invest. A
put option (sometimes called a "standby commitment") gives the buyer of such
option, upon payment of a premium, the right to deliver a specified amount of a
security to the writer of the option on or before a fixed date at a
predetermined price. A call option (sometimes called a "reverse standby
commitment") gives the purchaser of the option, upon payment of a premium, the
right to call upon the writer to deliver a specified amount of a security on or
before a fixed date, at a predetermined price. The Fund will not purchase any
option if, immediately thereafter, the aggregate cost of all outstanding options
purchased by the Fund would exceed 5% of the value of its total assets; a Fund
will not write any option (other than options on futures contracts) if,
immediately thereafter, the aggregate value of its portfolio securities subject
to outstanding options would exceed 30% of its total assets.

When the Fund writes a put option it maintains in a segregated account cash or
U.S. Government securities in an amount adequate to purchase the underlying
security should the put be exercised. When the Fund writes a call option it
must own at all times during the option period either the underlying securities
or an offsetting call option on the same securities. If a put option written by
the Fund were exercised, the Fund would be obligated to purchase the underlying
security at the exercise price. If a call option written by the Fund were
exercised, the Fund would be obligated to sell the underlying security at the
exercise price.

The risk involved in writing a put option is that there could be a decrease in
the market value of the underlying security caused by rising interest rates or
other factors. If this occurred, the option could be exercised and the
underlying security would then be sold to the Fund at a higher price than its
current market value. The risk involved in writing a call option is that there
could be an increase in the market value of the underlying security caused by
declining interest rates or other factors. If this occurred, the option could
be exercised and the underlying security would then be sold by the Fund at a
lower price than its current market value. These risks could be reduced by
entering into a closing transaction as described below. The Fund retains the
premium received from writing a put or call option whether or not the option is
exercised.

The Fund may dispose of an option which it has purchased by entering into a
"closing sale transaction" with the writer of the option. A closing sale
transaction terminates the obligation of the writer of the option and does not
result in the ownership of an option. The Fund realizes a profit or loss from a
closing sale transaction if the premium received from the transaction is more
than or less than the cost of the option.

The Fund may terminate its obligation to the holder of an option written by the
Fund through a "closing purchase transaction." The Fund may not, however,
effect a closing purchase transaction with respect to such an option after it
has been notified of the exercise of such option. The Fund realizes a profit or
loss from a closing purchase transaction if the cost of the transaction is more
or less than the premium received by the Fund from writing the option.

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NEW HAMPSHIRE BOND FUND

- --------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION
August 1, 1995
As Amended January 5, 1996

Forum Funds (the "Trust") is a registered open-end investment company. This
Statement of Additional Information supplements the Prospectus offering shares
of the New Hampshire Bond Fund (the "Fund") and should be read only in
conjunction with the Prospectus, a copy of which may be obtained by an investor
without charge by contacting the Trust's Distributor or Shareholder Servicing at
the addresses listed above.

TABLE OF CONTENTS

Page
----

1. Investment Policies . . . . . . . . 2
2. Investment Limitations. . . . . . . 8
3. Performance Data. . . . . . . . . . 9
4. Management. . . . . . . . . . . . . 11
5. Determination of Net Asset Value. . 15
6. Portfolio Transactions. . . . . . . 15
7. Additional Purchase and
Redemption Information. . . . . . . 16
8. Taxation. . . . . . . . . . . . . . 17
9. Other Information . . . . . . . . . 17

Appendix A - Description of Securities Ratings
Appendix B - Description of Municipal Securities

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS.

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1. INVESTMENT POLICIES

RATINGS AS INVESTMENT CRITERIA

MUNICIPAL SECURITIES

The term "municipal securities," as used in the Prospectus and this Statement of
Additional Information, means obligations of the type described in Appendix B
issued by or on behalf of New Hampshire, territories and possessions of the
United States and their political subdivisions, agencies and instrumentalities,
the interest from which is exempt from Federal income tax and New Hampshire
state income and dividends taxes. The municipal securities in which the Fund
will invest are limited to those obligations which at the time of purchase: (i)
are backed by the full faith and credit of the United States Government; (ii)
are municipal notes rated in the four highest rating categories by an NRSRO, or,
if not rated, are of comparable quality as determined by the Adviser; (iii) are
municipal bonds rated in the six highest rating categories by an NRSRO or, if
not rated, are of comparable quality as determined by the Adviser; or (iv) are
other types of municipal securities, provided that such obligations are of
comparable quality as determined by the Adviser to instruments in which the Fund
may invest.

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MUNICIPAL LEASES

Municipal leases frequently have special risks not normally associated with
general obligation or revenue bonds or notes. Municipal leases and installment
purchase or conditional sale contracts (which normally provide for title to the
leased assets to pass eventually to the government lessee) are sometimes viewed
as a means for governmental issuers to acquire property and equipment without
meeting constitutional or statutory requirements for issuance of long-term debt.
However, in New Hampshire the State agency that supervises raising of revenue by
local units of government takes the position that municipal leases are subject
to statutory requirements for issuance of long-term debt unless they contain
"non-appropriations" clauses providing that the governmental unit's obligation
to make future payments under the lease or contract is contingent upon annual
appropriation by the legislative body of the governmental unit. Also, the New
Hampshire State Attorney General will ordinarily not approve any form of lease
contracted by State government in the absence of such a "non-appropriations"
clause. Accordingly, the Fund will purchase municipal leases that do not
contain "non-appropriations" clauses only if such leases have been authorized in
accordance with statutory requirements for issuance of long-term debt. The Fund
will purchase municipal leases containing "non-appropriations" clauses only if
the payment of principal and accrued interest is backed by an unconditional,
irrevocable letter of credit or guarantee of a bank or other entity that has
long-term outstanding debt securities rated in one of the top two rating
categories by an NRSRO (or are unrated and determined by the Adviser to be of
comparable quality).

TEMPORARY DEFENSIVE POSITION

As a temporary defensive position the Fund may invest without limit in cash, the
types of financial institution obligations in which the Fund is permitted to
invest (as described in the Prospectus) and short-term debt instruments issued
or guaranteed as to principal and interest by the United States Government or by
any of its agencies and instrumentalities ("U.S. Government Securities"). The
U.S. Government Securities in which the Fund may invest include (i) direct
obligations of the U.S. Treasury (such as Treasury bills and notes) and
obligations issued or guaranteed by U.S. government agencies and
instrumentalities backed by the full faith and credit of the U.S. Government,
such as those guaranteed by the Federal Housing Administration and issued by the
Government National Mortgage Association and (ii) securities supported primarily
or solely by the creditworthiness of the issuer, such as securities of the
Federal National Mortgage Association, the Federal Home Loan Mortgage
Corporation and the Tennessee Valley Authority. There is no guarantee that the
U.S. Government will support securities not backed by its full faith and credit.
Accordingly, these securities may involve more risk than U.S. Government
Securities backed by the U.S. Government's full faith and credit.

VARIABLE AND FLOATING RATE OBLIGATIONS

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obligations may include the right whereby the Fund may demand prepayment of the
principal amount of the obligation prior to its stated maturity and the right of
the issuer to prepay the principal amount prior to maturity. The main benefit
of a variable or floating rate municipal security is that the interest rate
adjustment minimizes changes in the market value of the obligation. As a
result, the purchase of these municipal securities enhances the ability of the
Fund to sell an obligation prior to maturity at a price approximating the full
principal amount of the obligation. The payment of principal and interest by
issuers of certain municipal securities purchased by the Fund may be guaranteed
by letters of credit or other credit facilities offered by banks or other
financial institutions. Such guarantees will be considered in determining
whether a municipal security meets the Fund's investment quality requirements.
The Adviser will monitor the pricing, quality and liquidity of variable rate and
floating rate demand obligations held by the Fund on the basis of published
financial information, rating agency reports and other research services to
which the Fund or Adviser may subscribe.

PARTICIPATION INTERESTS

The Fund may purchase participation interests in municipal bonds, including
private activity bonds and floating and variable rate securities that are owned
by banks or other financial institutions. A participation interest gives the
Fund an undivided interest in a municipal security owned by a bank or other
financial institution. These instruments carry a demand feature permitting the
holder to tender them back to the bank or other institution and are generally
backed by an irrevocable letter of credit or guarantee of the bank or
institution. The Fund can exercise the right, on not more than thirty days'
notice, to sell such an instrument back to the bank or institution from which it
purchased the instrument and draw on the letter of credit for all or any part of
the principal amount of the Fund's participation interest in the instrument,
plus accrued interest. Generally, the Fund will do so only (i) as required to
provide liquidity to the Fund, (ii) to maintain a high quality investment
portfolio, or (iii) upon a default under the terms of the demand instrument.
Banks and other financial institutions retain portions of the interest paid on
such participation interests as their fees for servicing such instruments and
the issuance of related letters of credit, guarantees and repurchase
commitments. Exposure to credit losses arising from the possible financial
difficulties of borrowers might affect the bank's or other institution's ability
to meet its obligations under its letter of credit or other guarantee.

The Fund will not purchase participation interests unless it is advised by
counsel or receives a ruling of the Internal Revenue Service or appropriate New
Hampshire regulatory agency that interest earned by the Fund from the
obligations in which it holds participation interests is exempt from Federal
income tax and New Hampshire interest and dividends taxes. The Internal Revenue
Service has announced that it ordinarily will not issue advance rulings on
certain of the Federal income tax consequences applicable to securities, or
participation interests therein, subject to a put. The Adviser will monitor the
pricing, quality and liquidity of participation interests held by the Fund on
the basis of published financial information, rating agency reports and other
research services to which the Fund or the Adviser may subscribe.

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STAND-BY COMMITMENTS

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS

When-issued securities and forward commitments may be sold prior to the
settlement date, but the Fund enters into when-issued and forward commitment
transactions only with the intention of actually receiving or delivering the
securities, as the case may be. If the Fund, however, chooses to dispose of the
right to acquire a when-issued security prior to its acquisition or to dispose
of its right to deliver or receive against a forward commitment, it can incur a
gain or loss. When-issued securities may include bonds purchased on a "when, as
and if issued" basis under which the issuance of the securities depends upon the
occurrence of a subsequent event, such as

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approval of a proposed financing by appropriate municipal authorities. Any
significant commitment of the Fund's assets to the purchase of securities on a
"when, as and if issued" basis may increase the volatility of its net asset
value. No when-issued or forward commitment transactions will be entered into
by the Fund if, as a result, more than 15% of the value of the Fund's total
assets would be committed to such transactions.

The Fund will establish and maintain with its custodian a separate account with
cash, U.S. Government Securities and other liquid high-grade debt securities in
an amount at least equal to its commitments to purchase securities on a when-
issued or delayed delivery basis.

ILLIQUID SECURITIES

The Fund may invest up to 15% of its net assets in illiquid securities. The
term "illiquid securities" for this purpose means securities that cannot be
disposed of within seven days in the ordinary course of business at
approximately the amount at which the Fund has valued the securities and
includes, among other things, repurchase agreements maturing in more than seven
days and municipal leases other than those the Adviser has determined are liquid
pursuant to guidelines established by the Trust's Board of Directors (the
"Board").

GENERAL

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registration with the Securities and Exchange Commission, although there have
been proposals which would require registration in the future.

CERTAIN INFORMATION CONCERNING THE STATE OF NEW HAMPSHIRE

Material in this section has been abstracted from the State of New Hampshire
Official Statement dated November 30,1994, which is compiled by the Treasurer of
the State of New Hampshire and which is provided to prospective purchasers of
debt securities offered by the State. While information in the Official
Statement is believed to be accurate, none of that information has been
independently verified. Also, it does not reflect economic conditions or
developments that may have occurred or trends that may have materialized since
the date of the Official Statement. Additionally, economic and fiscal
conditions in individual municipalities within the State may vary from general
economic and fiscal conditions.

New Hampshire is located in the New England Region and is bordered by the states
of Maine, Massachusetts, and Vermont and the Province of Quebec, Canada. New
Hampshire's geographic area is 9,304 square miles and its April 1993 population
was 1,125,000, representing a slight increase from 1992 levels. New Hampshire's
population had increased by more than 20% in the 1980-1990 period.

New Hampshire's per capita personal income increased by 115% from 1980 through
1990. In 1991 it continued to grow faster than the New England region as a
whole and in 1992 and 1993 it grew at a slightly lower rate than the region.
New Hampshire's per capita personal income in 1993 was 106.7% of the national
level, ranking 10th in the United States.

In 1993, New Hampshire's largest employment sector was the service sector (27.3%
of employment in 1993), followed by retail and wholesale trade (25.6% of
employment in 1993). Manufacturing was the third largest sector (19.4% of
employment in 1993). Non-agricultural employment levels have remained fairly
stable. but The unemployment rate declined to 6.6% in 1993, less than the
national average, and preliminary data for the first nine months of 1994 show
New Hampshire's unemployment rate at 3.9%, compared to a national average of
5.9%.

After a significant growth in residential building activity in the period 1980-
86 (data based on residential building permits), New Hampshire's residential
building activity declined beginning in 1987, and declined below 1980 levels in
1990 and 1991 and 1992. In 1993, residential building activity surpassed 1990
levels. Reflecting the State and regional economic downturn in real estate, in
October 1991 State and Federal banking officials closed the subsidiary banks of
five of the State's largest bank holding companies. The subsidiary banking
assets of three of

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those companies were sold to First New Hampshire Bank, a subsidiary of the Bank
of Ireland. The subsidiary banking assets of the two remaining holding
companies were sold to an investor group which opened a new banking , acquired
in 1994 by Shawmut National Corporation. All depositors of the closed banks
were protected to the full amounts of their deposits. Significant real estate
assets of the closed banks continue to be disposed of, which may affect real
estate values for some time. In 1993, the state's financial institutions
reported a general return to profitability.

New Hampshire finances the operations of state government through specialized
taxes, user charges and revenues received from the State liquor sales and
distribution system. There is no general tax on sales or earned income. The
two highest revenue-producing taxes have been the Business Profits Tax and the
Rooms and Meals Tax until 1992, when Medicaid Enhancement Revenues became the
single largest revenue source. In 1992, State and local taxes amounted to
$98.10 per $1,000 of personal income, which was the fourth lowest in the United
States. However, because local property taxes are the principal source of
funding for municipal operations and primary and secondary education, New
Hampshire was highest among all states in local property tax collections per
$1,000 of personal income.

New Hampshire State government's budget is enacted to cover a biennial period
through a series of legislative bills that establish appropriations and
estimated revenues for each sub-unit of State government, along with
supplemental and special legislation. By statute, the budget process is
initiated by the Governor, who is required to submit operating and capital
budget proposals to the Legislature by February 15 in each odd-numbered year.
While the Governor is required to state the means through which all expenditures
will be financed, there is no constitutional or statutory requirement that the
Governor propose or the Legislature adopt a budget without resorting to
borrowing. There is no line item veto.

State government funds include the General Fund, four special purpose funds and
three enterprise funds, as well as certain "fiduciary" funds. All obligations
of the State are paid from the State Treasury, and must be authorized by a
warrant signed by the Governor and approved by the Executive Council, except for
payments of debt obligations, which are paid by the State Treasurer under
statutory authority.

By statute, at the close of each fiscal year, any General Fund operating surplus
up to 5% of General Fund unrestricted revenue must be deposited in a Revenue
Stabilization Reserve Account ("Rainy Day Fund"). With approval of the
Legislative Fiscal Committee, the Governor and the Executive Council, the Rainy
Day Fund is available to defray operating deficits in ensuing years if there is
a shortfall in forecast revenue. By statute, the Rainy Day Fund may not be used
for any other purpose except by special appropriation approved by two-thirds of
each Legislative chamber and the Governor. At the end of the 1990 fiscal year,
$28.5 Million was transferred from the Rainy Day Fund to the General Fund as
partial offset to an operating deficit., As of June 30, 1993 there was a
balance of $20.0 million in the rainy Day Fund, resulting from transfer of a
portion of the fiscal year-end 1993 General Fund surplus.

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The Department of Administrative Services is responsible for maintenance of
State government's accounting system, annual reports and general budget
oversight. Expenditures are controlled against appropriations through an
integrated accounting system which compares the amount of an appropriation to
expenditures and encumbrances previously charged against that appropriation
before creating an expenditure. By law, with certain exceptions unexpended and
unencumbered balances of appropriations lapse to surplus in the applicable fund
at the end of each fiscal year, along with unappropriated revenues in excess of
legislative estimates. Legislative financial controls involve the Office of
Legislative Budget Assistant ("LBA") which acts under supervision of the
Legislative Fiscal Committee and Joint Legislative Capital Budget Overview
Committee. LBA conducts overall post-audit and review of the budgetary process.
State government financial statements are prepared in accordance with generally
accepted accounting principles ("GAAP") and are independently audited annually.

Starting in fiscal year 1988, growth in State General Fund revenues declined and
in fiscal 1990 declined below fiscal 1989 levels, reflecting the regional and
national recession. In 1991, the Legislature enacted increases in rates of
various special taxes and fees, acceleration of Business Profits Tax collections
and a Medicaid Enhancement Tax assessed on New Hampshire hospitals which
generated major new matching revenues from the Federal Medicaid program.
Excluding revenues from the Medicaid Enhancement Tax, revenues in fiscal 1991
were 5.4% above 1990 levels. Net revenues from the Medicaid Enhancement Tax are
not expected to be permanent. At the end of fiscal 1991, the annual deficit in
the General Fund was $13.8 million, with a cumulative deficit of $24.5 million.
On a GAAP basis, a General Fund surplus of approximately $18.6 million was
recorded at fiscal year-end 1992, due primarily to receipt of revenues from
Federal counterpart funds to the Medicaid Enhancement Tax. At fiscal year-end
1993, the General Fund surplus was $31.5 million, primarily reflecting improved
revenues.

There is no constitutional limit on the State's power to issue obligations or
incur indebtedness, and no constitutional requirement for referendum to
authorize incurrence of indebtedness by the State. Authorization and issuance
of debt is governed entirely by statute. New Hampshire pursues a debt
management program designed to minimize use of short-term debt for operating
purposes and to coordinate issuance of tax-exempt securities by the State and
its agencies.

State-guaranteed bonded indebtedness is authorized not only for general purposes
of State government, but also for the New Hampshire Turnpike System, University
System of New Hampshire, water supply and pollution control, water resources
acquisition and construction, School Building Authority, Pease Development
Authority, Business Finance Authority, Municipal Bond Bank and cleanup of
municipal Super Fund sites and landfills. In addition, the Housing Finance
Authority and Higher Education and Health Facilities Authority are authorized to
issue bonds that do not constitute debts or obligations of the State.

Procedure for incurrence of bonded indebtedness by individual municipalities is
governed by State statutes, which prescribe actions that must be pursued by
municipalities in incurring bonded indebtedness and limitations on the amount of
such indebtedness. In general, incurrence of bonded indebtedness by a
municipality must be for a statutorily authorized purpose and requires a two-
thirds majority vote of the municipality's legislative body.

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On December 30, 1993, the New Hampshire Supreme Court reinstated and remanded
for trial a lawsuit challenging the constitutionality of the State's system of
financing public schools primarily through local property taxes. The Court
ruled that the New Hampshire Constitution imposes an enforceable duty on the
State to provide an "adequate" education to every educable child and to
guarantee adequate funding. However, the Court did not determine the adequacy
of the State's current education programs or current funding levels, leaving
those matters to the Legislative and Executive branches to determine in the
first instance. The potential impact, if any, of this litigation on the State's
finances cannot presently be determined.

2. INVESTMENT LIMITATIONS

The Fund has adopted the following fundamental investment limitations that
cannot be changed without the affirmative vote of a majority of the Fund's
outstanding voting securities. The Fund may not:

(1) With respect to 50% of its assets, purchase a security other than
a U.S. Government Security of any one issuer if, as a result,
more than 5% of the Fund's total assets would be invested in the
securities of that issuer or the Fund would own more than 10% of
the outstanding voting securities of that issuer.

(2) Purchase securities if, immediately after the purchase, more than
25% of the value of the Fund's total assets would be invested in
the securities of issuers having their principal business
activities in the same industry, provided there is no limit on
investments in U.S. Government Securities, municipal securities
or in the securities of domestic financial institutions (not
including their foreign branches). For this purpose, consumer
finance companies, industrial finance companies, and gas,
electric, water and telephone utility companies are each
considered to be separate industries.

(3) Underwrite securities of other issuers, except to the extent that
the Fund may be considered to be acting as an underwriter in
connection with the disposition of portfolio securities.

(4) Purchase or sell real estate or any interest therein, except that
the Fund may invest in debt obligations secured by real estate or
interests therein or issued by companies that invest in real
estate or interests therein.

(5) Invest in commodities or in commodity contracts, except that, to
the extent the Fund is otherwise permitted, the Fund may enter
into financial futures contracts and options on those futures
contracts and may invest in currencies and currency-related
contracts.

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(6) Borrow money, except for temporary or emergency purposes
(including the meeting of redemption requests) and except for
entering into reverse repurchase agreements, provided that
borrowings do not exceed 33 1/3% of the Fund's net assets.

(7) Issue senior securities except as appropriate to evidence
indebtedness that the Fund is permitted to incur, and provided
that the Fund may issue shares of additional series or classes
that the Board may establish.

(8) Make loans except for loans of portfolio securities, through the
use of repurchase agreements, and through the purchase of debt
securities that are otherwise permitted investments.

The Fund has adopted the following nonfundamental investment limitations that
may be changed by the Board without shareholder approval. The Fund may not:

(a) Purchase securities for investment while any borrowing equaling
5% or more of the Fund's total assets is outstanding; and if at
any time the Fund's borrowings exceed the Fund's investment
limitations due to a decline in net assets, such borrowings will
be promptly (within three days) reduced to the extent necessary
to comply with the limitations.

(b) Purchase securities that have voting rights, except the Fund may
invest in securities of other investment companies to the extent
permitted by the Investment Company Act of 1940 (the "1940 Act").

(c) Purchase securities on margin, or make short sales of securities,
except for the use of short-term credit necessary for the
clearance of purchases and sales of portfolio securities.

(d) Invest in securities (other than fully-collateralized debt
obligations) issued by companies that have conducted continuous
operations for less than three years, including the operations of
predecessors (unless guaranteed as to principal and interest by
an issuer in whose securities the Fund could invest) if as a
result, more than 5% of the value of the Fund's total assets
would be so invested.

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(e) Invest in or hold securities of any issuer other than the Fund
if, to the Fund's knowledge, those directors and officers of the
Trust or the Fund's investment adviser, individually owning
beneficially more than 1/2 of 1% of the securities of the issuer,
in the aggregate own more than 5% of the issuer's securities.

(f) Invest in oil, gas or other mineral exploration or development
programs, or leases, provided that the Fund may invest in
securities issued by companies engaged in such activities.

(g) Acquire securities or invest in repurchase agreements with
respect to any securities if, as a result, more than (i) 15% of
the Fund's net assets (taken at current value) would be invested
in repurchase agreements not entitling the holder to payment of
principal within seven days and in securities which are not
readily marketable or (ii) 10% of the Fund's total assets would
be invested in securities that are illiquid by virtue of
restrictions on the sale of such securities to the public without
registration under the Securities Act of 1933.

(h) Purchase or sell real property (including limited partnership
interests, but excluding readily marketable interests in real
estate investment trusts or readily marketable securities of
companies which invest in real estate.)

For purposes of limitation number (1) listed above, the District of Columbia,
each state, each political subdivision, agency, instrumentality and authority
thereof, and each multi-state agency of which a state is a member is deemed to
be a separate "issuer." When the assets and revenues of an agency, authority,
instrumentality or other political subdivision are separate from the government
creating the subdivision and the security is backed only by the assets and
revenues of the subdivision, such subdivision would be deemed to be the sole
issuer. Similarly, in the case of industrial development bonds and private
activity bonds, if the bond is backed only by the assets and revenues of the
nongovernmental user, the nongovernmental user would be deemed to be the sole
issuer. However, if in either case, the creating government or some other
agency guarantees a security, that guarantee would be considered a separate
security and would be treated as an issue of such government or other agency.
No more than 25% of the Fund's total assets may be invested in the securities of
one issuer. However, this limitation does not apply to securities of an issuer
payable solely from the proceeds of U.S. Government Securities.

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3. PERFORMANCE DATA

Standardized SEC yield and total return information as of March 31, 1995 is
outlined in the following table:

30 Day Annualized 30 Day Annualized Total Return Total Return Since
Yield Tax Equivalent Yield 1 Year Inception
----- -------------------- ------ ---------

5.06% 8.63% 2.32% 3.75%

Tax equivalent yield is based on a combined Federal and New Hampshire state
income tax rate of 39.6% and New Hampshire state interest and dividend tax rate
of 5% was 8.67%.

The Fund commenced operations on December 31, 1992.

In performance advertising the Fund may compare any of its performance
information with data published by independent evaluators such as Morningstar,
Lipper Analytical Services, Inc., IBC/Donoghue, Inc., CDC/Wiesenberger or other
companies which track the investment performance of investment companies ("Fund
Tracking Companies"). The Fund may also compare any of its performance
information with the performance of recognized stock, bond and other indexes,
including but not limited to the Municipal Bond Buyers Indices, the Salomon
Brothers Bond Index, the Shearson Lehman Bond Index, the Standard & Poor's 500
Composite Stock Price Index, the Dow Jones Industrial Average, and changes in
the Consumer Price Index as published by the U.S. Department of Commerce. The
Fund may also refer in such materials to mutual fund performance rankings and
other data published by Fund Tracking Companies. Performance advertising may
also refer to discussions of the Fund and comparative mutual fund data and
ratings reported in independent periodicals, such as newspapers and financial
magazines.

YIELD CALCULATIONS

Yields for the Fund used in advertising are computed by dividing the Fund's
interest income for a given 30 days or one month period, net of expenses, by the
average number of shares entitled to receive distributions during the period,
dividing this figure by the Fund's net asset value per share at the end of the
period and annualizing the result (assuming compounding of income) in order to
arrive at an annual percentage rate. In general, interest income is reduced
with respect to bonds purchased at a premium over their par value by subtracting
a portion of the premium from income on a daily basis, and is increased with
respect to bonds purchased at a discount by adding a portion of the discount to
daily income. Capital gain and loss generally are excluded from these
calculations.

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Income calculated for the purpose of determining the Fund's yield differs from
income as determined for other accounting purposes. Because of the different
accounting methods used, and because of the compounding assumed in yield
calculations, the yield quoted for the Fund may differ from the rate of
distribution the Fund paid over the same period or the rate of income reported
in the Fund's financial statements.

Although published yield information is useful to investors in reviewing the
Fund's performance, investors should be aware that the Fund's yield for any
given period is not an indication or representation by the Fund of future yields
or rates of return on the Fund's shares. Also, Processing Organizations (as
defined in the Prospectus) may charge their customers direct fees in connection
with an investment in the Fund, which will have the effect of reducing the
Fund's net yield to those shareholders. The yields of the Fund are not fixed or
guaranteed, and an investment in the Fund is not insured or guaranteed.
Accordingly, yield information may not necessarily be used to compare shares of
the Fund with investment alternatives which, like money market instruments or
bank accounts, may provide a fixed rate of interest. Also, it may not be
appropriate to compare the Fund's yield information directly to similar
information regarding investment alternatives which are insured or guaranteed.

TOTAL RETURN CALCULATIONS

Average annual total return is calculated by finding the average annual
compounded rates of return of a hypothetical investment over a given period
according to the following formula:

P(1+T)TO THE POWER OF n = ERV, where:

P = a hypothetical initial payment of $1,000;
T = average annual total return;

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n = number of years; and
ERV = ending redeemable value (ERV is the value, at the end of the
applicable period, of a hypothetical $1,000 payment made at the
beginning of the applicable period).

Period total return is calculated according to the following formula:

PT = (ERV/P-1), where:

P = a hypothetical initial payment of $1,000;
PT = period total return;
ERV = ending redeemable value.

4. MANAGEMENT

The directors and officers of the Trust and their principal occupations during
the past five years are set forth below.

John Y. Keffer, Chairman and President.

President and Director, Forum Financial Services, Inc. (a registered
broker-dealer), Forum Financial Corp. (a registered transfer agent) and
Forum Advisors, Inc. (a registered investment adviser). Mr. Keffer is a
director and/or officer of various registered investment companies for
which Forum Financial Services, Inc. serves as manager, administrator
and/or distributor. His address is Two Portland Square, Portland, Maine
04101.

Costas Azariadis, Director.

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James C. Cheng, Director.

J. Michael Parish, Director.

Mark D. Kaplan, Vice President, Assistant Treasurer and Assistant Secretary.

Michael D. Martins, Treasurer.

David I. Goldstein, Secretary.

Dana A. Lukens, Assistant Secretary

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Renee A. Walker, Assistant Secretary.

John Y. Keffer is an interested person of the Trust as that term is defined in
the 1940 Act.

ADVISER

The Fund's investment adviser, Forum Advisors, Inc., furnishes at its own
expense all services, facilities and personnel necessary in connection with
managing the Fund's investments and effecting portfolio transactions for the
Fund pursuant to an investment advisory agreement with the Trust (the
"Investment Advisory Agreement"). The Investment Advisory Agreement provides
for an initial term of one year from its effective date with respect to the Fund
and for its continuance in effect for successive twelve-month periods
thereafter, provided the agreement is specifically approved at least annually by
the Board or by vote of the shareholders and, in either case, by a majority of
the directors who are not parties to the Investment Advisory Agreement or
interested persons of any such party.

The Investment Advisory Agreement is terminable without penalty by the Trust
with respect to the Fund on 60 days' written notice when authorized either by a
vote of its shareholders or by a vote of a majority of the Board, or by the
Adviser on not more than 60 days' nor less than 30 days' written notice, and
will automatically terminate in the event of its assignment. The Investment
Advisory Agreement also provides that the Adviser shall not be liable for any
error of judgment or mistake of law or for any act or omission in the
performance of its duties to the Fund, except for willful misfeasance, bad faith
or gross negligence in the performance of the Adviser's duties or by reason of
reckless disregard of its obligations and duties under the Investment Advisory
Agreement. The Advisory Agreement provides that the Adviser may render services
to others.

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------

1995 $17,826 $17,826 $0
1994 $7,395 $7,395 $0
1993 $206 $206 $0

The Investment Advisory Agreement provides that the Adviser may render services
to others. In addition to receiving its advisory fee from the Fund, the Adviser
may also act and be

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compensated as investment manager for its clients with respect to assets which
are invested in the Fund. In some instances the Adviser may elect to credit
against any investment management fee received from a client who is also a
shareholder in the Fund an amount equal to all or a portion of the fees received
by the Adviser or any affiliate of the Adviser from the Fund with respect to the
client's assets invested in the Fund.

MANAGER AND DISTRIBUTOR

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directors who are not parties to the Management Agreement or interested persons
of any such party and do not have any direct or indirect financial interest in
the Management Agreement.

The Management Agreement terminates automatically if it is assigned and may be
terminated without penalty with respect to the Fund by vote of the Fund's
shareholders or by either party on not more than 60 days' nor less than 30 days'
written notice. The Management Agreement also provides that Forum shall not be
liable for any error of judgment or mistake of law or for any act or omission in
the administration or management of the Trust, except for willful misfeasance,
bad faith or gross negligence in the performance of Forum's duties or by reason
of reckless disregard of its obligations and duties under the Management
Agreement.
Forum also acts as distributor of the Fund's shares pursuant to a distribution
services agreement (the "Distribution Services Agreement") and, pursuant
thereto, receives, and may reallow to certain financial institutions, the sales
charge paid by the purchasers of the Fund's shares. The aggregate sales charges
payable to Forum with respect to the Fund are outlined in the following table:

FISCAL YEAR ENDED AGGREGATE
MARCH 31 SALES CHARGE AMOUNT RETAINED AMOUNT REALLOWED
-------- ------------ --------------- ----------------

1995 $33,166 $4,429 $28,737
1994 $147,210 $19,206 $128,004

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------
1995 $13,369 $13,369 $0
1994 $5,546 $5,546 $0
1993 $154 $154 $0

Forum provides persons satisfactory to the Board to serve as officers of the
Trust. Those officers, as well as certain other employees and directors of the
Trust, may be directors, officers or employees of (and persons providing
services to the Trust may include) Forum and its affiliates.

TRANSFER AGENT

Forum Financial Corp. (the "Transfer Agent") acts as transfer agent of the Trust
pursuant to a transfer agency agreement with the Trust (the "Transfer Agency
Agreement"). The Transfer Agency Agreement provides for an initial term of one
year from its effective date with respect to

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the Fund and for its continuance in effect for successive twelve-month periods
thereafter, provided the agreement is specifically approved at least annually by
the Board or by a vote of the shareholders and, in either case, by a majority of
the directors who are not parties to the Transfer Agency Agreement or interested
persons of any such party, at a meeting called for the purpose of voting on the
Transfer Agency Agreement.

The Transfer Agent or any sub-transfer agent or processing agent may also act
and receive compensation as custodian, investment manager, nominee, agent or
fiduciary for its customers or clients who are shareholders of the Fund with
respect to assets invested in the Fund. The Transfer Agent or any sub-transfer
agent or other processing agent may elect to credit against the fees payable to
it by its clients or customers all or a portion of any fee received from the
Trust or from the Transfer Agent with respect to assets of those customers or
clients invested in the Fund. The Transfer Agent, Forum or sub-transfer agents
or processing agents retained by the Transfer Agent may be Processing
Organizations (as defined in the Prospectus) and, in the case of sub-transfer
agents or processing agents, may also be affiliated persons of the Transfer
Agent or Forum.

For its services under the Transfer Agent Agreement, Forum receives with respect
to its transfer agency services a fee at an annual rate of 0.25% of the average
daily net assets of the Fund. Fees payable under the Transfer Agent Agreement
with respect to the Fund are outlined in the following table:

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------

1995 $11,414 $8,715 $2,699
1994 $11,731 $4,622 $7,109
1993 $129 $0 $0

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Pursuant to a Fund Accounting Agreement with the Trust, the Transfer Agent also
provides the Fund with portfolio accounting, including the calculation of the
Fund's net asset value. For these services, the Transfer Agent receives with
respect to the Fund an annual fee ranging from $36,000 to $60,000 depending upon
the amount and type of the Fund's portfolio transactions and positions.

5. DETERMINATION OF NET ASSET VALUE

The Trust does not determine net asset value on the following holidays: New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Columbus Day, Veterans' Day, Thanksgiving and Christmas. Purchases and
redemptions are effected at the time of the next determination of net asset
value following the receipt of any purchase or redemption order.

6. PORTFOLIO TRANSACTIONS

Purchases and sales of portfolio securities for the Fund usually are principal
transactions. Portfolio securities for the Fund are normally purchased directly
from the issuer or from an underwriter or market maker for the securities.
There usually are no brokerage commissions paid for such purchases. Purchases
from underwriters of portfolio securities include a commission or concession
paid by the issuer to the underwriter, and purchases from dealers serving as
market makers include the spread between the bid and asked prices. For the
fiscal year ended March 31, 1995, the Fund paid no brokerage commissions.

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No portfolio transactions are executed with the Adviser, Forum or any of their
affiliates.

7. ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Shares in the Fund are sold on a continuous basis by Forum, as the distributor
of the Trust.

Net Asset Value Per Share $ $ 10.06

Sales Charge, 3.75% of offering price
(3.90% of net asset value per share). . $ 0.39

Offering to Public. . . . . . . . . . . $ 10.45

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EXCHANGE PRIVILEGE

Exchange transactions will be made on the basis of relative net asset values per
share at the time of the exchange transaction plus any sales charge applicable
to the Participating Fund whose shares are being acquired. Shares of any
Participating Fund may be redeemed and the proceeds used to purchase, without a
sales charge, shares of any other Participating Fund that are offered without a
sales charge. Shares of any Participating Fund purchased with a sales charge
may be redeemed and the proceeds used to purchase, without a sales charge,
shares of any other Participating Fund otherwise sold with the same sales
charge. If the Participating Fund purchased in the exchange transaction imposes
a higher sales charge than was paid originally on the exchanged shares, the
shareholder will be responsible for the difference between the two sales
charges. Shares acquired through the reinvestment of dividends and
distributions are deemed to have been acquired with a sales charge rate equal to
that paid on the shares on which the dividend or distribution was paid.

8. TAXATION

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The Fund expects to derive substantially all of its gross income (exclusive of
capital gain) from sources other than dividends. Accordingly, it is expected
that none of the Fund's dividends or distributions will qualify for the
dividends-received deduction for corporations.

9. OTHER INFORMATION

CUSTODIAN

Pursuant to a Custodian Agreement with the Trust, The First National Bank of
Boston, 100 Federal Street, Boston, Massachusetts 02106, acts as the custodian
of the Fund's assets. The custodian's responsibilities include safeguarding and
controlling the Fund's cash and securities, determining income and collecting
interest on Fund investments.

COUNSEL

AUDITORS

Deloitte & Touche LLP, Two World Financial Center, New York, New York 10281-
1414, independent auditors, act as auditors for the Trust.

THE TRUST AND ITS SHARES

The Trust was organized in Delaware on August 29, 1995; the Trust's succeeded to
the assets and liabilities of Forum Funds, Inc. on January 5, 1996. Forum
Funds, Inc. was incorporated on March 24, 1980 and assumed the name of Forum
Funds, Inc. on March 16, 1987. The Board has the authority to issue an
unlimited number of shares of beneficial interest of separate series with no par
value per share and to create separate classes of shares within each series.
There are currently seven other series of the Trust.

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indemnification out of each series' property of any shareholder or former
shareholder held personally liable for the obligations of the series. The Trust
Instrument also provides that each series shall, upon request, assume the
defense of any claim made against any shareholder for any act or obligation of
the series and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which Delaware law does not apply, no contractual limitation of
liability was in effect and the portfolio is unable to meet its obligations.
Forum believes that, in view of the above, there is no risk of personal
liability to shareholders.

As of October 27, 1995, the officers and Directors of the Trust as a group owned
less than 1% of the outstanding shares of the Fund. Also as of that date, the
shareholders listed below owned or owned of record more than 5% of the Fund.
Shareholders owning 25% or more of the shares of the Fund or of the Trust as a
whole may be deemed to be controlling persons. By reason of their substantial
holdings of shares, these persons may be able to require the Trust to hold a
shareholder meeting to vote on certain issues and may be able to determine the
outcome of any shareholder vote. As noted, certain of these shareholders are
known to the Trust to hold their shares of record only and have no beneficial
interest, including the right to vote, in the shares.

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PERCENTAGE OF
FUND
SHAREHOLDER SHARES OWNED
----------- ------------

Independence Trust, Manchester, New Hampshire 03150-0119 22.45%

Merrill Lynch, Pierce, Fenner & Smith, Inc. (record holder), 5.39%
Jacksonville, Florida 32216

FUND STRUCTURE

CORE AND GATEWAY. The Fund may seek to achieve its objective by investing all
of its investable assets in a separate portfolio of a registered, open-end
management investment company with substantially the same investment objective
and policies as the Fund. This "Core and Gateway" fund structure is an
arrangement whereby one or more investment companies or other collective
investment vehicles that share investment objectives -- but offer their shares
through distinct distribution channels -- pool their assets by investing in a
single investment company having substantially the same investment objective and
policies (a "Core Portfolio"). This means that the only investment securities
that will be held by the Fund will be the Fund's interest in the Core Portfolio.
This structure would permit other collective investment vehicles to invest
collectively in a Core Portfolio, allowing for greater economies of scale in
managing operations of the single Core Portfolio. In the event the Fund
invested all of its assets in a Core Portfolio, its methods of operation and
shareholder services would not be materially affected by its investment in a
corresponding Core Portfolio, except that the assets of the Fund may be managed
as part of a larger pool. If the Fund invested all of its assets in a Core
Portfolio, it would hold only investment securities issued by the Core
Portfolio; the Core Portfolio would directly invest in individual securities of
other issuers. The Fund would otherwise continue its normal operation. The
Board would retain the right to withdraw the Fund's investments from the Core
Portfolio at any time; the Fund would then resume investing directly in
individual securities of other issuers or could re-invest all of its assets in
another Core Portfolio.

The Board will authorize investing the Fund's assets in a Core Portfolio only if
it first determines that pooling is in the best interests of the Fund and its
shareholders. In determining whether to invest in a Core Portfolio, the Board
will consider, among other things, the opportunity to reduce costs and achieve
operational efficiencies. The Board will not authorize investment in a Core
Portfolio if it would materially increase costs to the Fund's shareholders,
unless, of course, there were perceived to be a corresponding increase in
benefits to shareholders.

FUND SHAREHOLDERS' VOTING RIGHTS. A Core Portfolio normally will not hold
meetings of its investors except as required under the 1940 Act. As a
shareholder in a Core Portfolio, the Fund

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would be entitled to vote in proportion to its relative interest in the Core
Portfolio. On any issue, the Fund will vote its shares in a Core Portfolio in
proportion to the votes cast by its shareholders. If there are other investors
in a Core Portfolio, there can be no assurance that any issue that receives a
majority of the votes cast by the Fund's shareholders will receive a majority of
votes cast by all Core Portfolio shareholders. Generally, the Fund will hold a
meeting of its shareholders to obtain instructions on how to vote its interest
in a Core Portfolio when the Core Portfolio is conducting a meeting of its
shareholders. However, subject to applicable statutory and regulatory
requirements, the Fund will not seek instructions from its shareholders with
respect to (i) any proposal relating to a Core Portfolio that, if made with
respect to the Fund, would not require the vote of Fund shareholders, or (ii)
any proposal relating to the Core Portfolio that is identical to a proposal
previously approved by the Fund's shareholders.

FINANCIAL STATEMENTS

The financial statements of the Fund for the year ended March 31, 1995 (which
include a statement of assets and liabilities, a statement of operations, a
statement of changes in net assets,

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notes to financial statements, financial highlights, a statement of investments
and the auditors' report thereon) are included in the Annual Report to
Shareholders of the Trust delivered along with this SAI and are incorporated
herein by reference.

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APPENDIX A - DESCRIPTION OF SECURITIES RATINGS

1. CORPORATE AND MUNICIPAL BONDS (INCLUDING CONVERTIBLE BONDS)

MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")

Bonds which are rated Caa are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest.

Bonds which are rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

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Bonds which are rated C are the lowest rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.

Note: Those bonds in the Aa, A, Baa, or B groups which Moody's believes possess
the strongest investment attributes are designated by the symbols Aa1, A1, Baa1,
Ba1, and B1.

STANDARD AND POOR'S CORPORATION ("S&P")

Bonds rated AAA have the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

Bonds rated AA have a very strong capacity to pay interest and repay principal
and differ from the highest rated issues only in small degree.

Bonds rated BBB are regarded as having an adequate capacity to pay interest and
repay principal. Whereas, they normally exhibit adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
weakened capacity to pay interest and repay principal for debt in this category
than in higher rated categories.

Bonds rated CC typically are subordinated to senior debt which is assigned an
actual or implied CCC debt rating. This rating may also be used to indicate
imminent default.

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Note: The ratings from AA to CCC may be modified by the addition of a plus (+)
or minus (-) sign to show the relative standing within the rating category.

FITCH INVESTORS SERVICE, INC. ("FITCH")

CCC Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

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CC Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C Bonds are in imminent default in payment of interest or principal.

2. SHORT TERM MUNICIPAL LOANS

MOODY'S INVESTORS SERVICE, INC.

MIG-2/VMIG-2. This designation denotes high quality. Margins of protection are
ample although not so large as in the MIG-1/VMIG-1 group.

MIG 4/VMIG 4. This designation denotes adequate quality. Protection commonly
regarded as required of an investment security is present and although not
distinctly or predominantly speculative, there is specific risk.

STANDARD AND POOR'S CORPORATION

SP-1. Very strong or strong capacity to pay principal and interest. Those
issues which are determined to possess overwhelming safety characteristics will
be given a plus (+) designation.

SP-2. Satisfactory capacity to pay principal and interest.

SP-3. Speculative capacity to pay principal and interest.

3. OTHER MUNICIPAL SECURITIES AND COMMERCIAL PAPER

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MOODY'S INVESTORS SERVICE, INC.

Moody's two highest ratings for short-term debt, including commercial paper, are
Prime-1 and Prime-2. Both are judged investment grade, to indicate the relative
repayment ability of rated issuers.

Issuers rated Prime-1 have a superior ability for repayment of senior short-term
debt obligations. Prime-1 repayment ability will often be evidenced by many of
the following characteristics:

- Leading market positions in well-established industries.
- High rates of return on funds employed.
- Conservative capitalization structure with moderate reliance on debt
and ample asset protection.
- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
- Well-established access to a range of financial markets and assured
sources of alternate liquidity.

STANDARD AND POOR'S CORPORATION

FITCH INVESTORS SERVICE, INC.

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F-1+. Issues assigned this rating are regarded as having the strongest degree of
assurance for timely payment.

F-1. Issues assigned this rating reflect an assurance of timely payment only
slightly less in degree than issues rated F-1+.

F-2. Issues assigned this rating have a satisfactory degree of assurance for
timely payment, but the margin of safety is not as great as for issues assigned
F-1+ or F-1 rating.

F-S. Issues assigned this rating have characteristics suggesting a minimal
degree of assurance for timely payment and are vulnerable to near-term adverse
changes in financial and economic conditions.

D. Issues assigned this rating are in actual or imminent payment default.

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NEW HAMPSHIRE BOND FUND

APPENDIX B - DESCRIPTION OF MUNICIPAL SECURITIES

1. MUNICIPAL BONDS

Municipal Bonds which meet longer term capital needs and generally have
maturities of more than one year when issued, have three principal
classifications:

In recent years, revenue bonds have been issued in large volumes for projects
that are privately owned and operated as described below.

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of the facility's user to meet its financial obligations and the pledge, if any,
of real and personal property as security for such payment.

2. MUNICIPAL NOTES

Municipal Notes generally are used to provide for short-term capital needs and
usually have maturities of one year or less. They include the following:

Revenue Anticipation Notes are issued in expectation of receipt of other types
of revenues, such as Federal revenues available under the Federal Revenue
Sharing Programs.

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Bond Anticipation Notes are issued to provide interim financing until long-term
financing can be arranged. In most cases, the long-term bonds then provide the
money for the repayment of the Notes.

3. MUNICIPAL LEASES

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INVESTORS BOND FUND
TAXSAVER BOND FUND

---------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION
August 1, 1995

As Amended January 5, 1996

Forum Funds (the "Trust") is a registered open-end investment company. This
Statement of Additional Information supplements the Prospectus offering shares
of the Investors Bond Fund and TaxSaver Bond Fund (collectively the "Funds" and
individually a "Fund") and should be read only in conjunction with the
Prospectus, a copy of which may be obtained by an investor without charge by
contacting the Trust's Distributor at the address listed above.

TABLE OF CONTENTS
Page
----
1. Investment Policies . . . . . . . . 2
2. Investment Limitations. . . . . . . 9
3. Performance Data. . . . . . . . . . 12
4. Management. . . . . . . . . . . . . 15
5. Determination of Net Asset Value. . 22
6. Portfolio Transactions. . . . . . . 22
7. Additional Purchase and
Redemption Information. . . . . . . 23
8. Taxation. . . . . . . . . . . . . . 25
9. Other Information . . . . . . . . . 26

Appendix A - Description of Securities Ratings
Appendix B - Description of Municipal Securities
Appendix C - Hedging Strategies

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE

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PROSPECTUS.

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1. INVESTMENT POLICIES

RATINGS AS INVESTMENT CRITERIA

Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation
("S&P") and other nationally recognized statistical rating organizations
("NRSROs") are private services that provide ratings of the credit quality of
debt obligations, including convertible securities. A description of the range
of ratings assigned to various types of bonds and other securities by several
NRSROs is included in Appendix A to this Statement of Additional Information.
The Funds may use these ratings to determine whether to purchase, sell or hold a
security. However, ratings are general and are not absolute standards of
quality. Consequently, securities with the same maturity, interest rate and
rating may have different market prices. If an issue of securities ceases to be
rated or if its rating is reduced after it is purchased by a Fund, the
investment adviser of the Fund will determine whether the Fund should continue
to hold the obligation. Credit ratings attempt to evaluate the safety of
principal and interest payments and do not evaluate the risks of fluctuations in
market value. Also, rating agencies may fail to make timely changes in credit
ratings. An issuer's current financial condition may be better or worse than a
rating indicates.

Each Fund may retain securities whose rating has been lowered below the lowest
permissible rating category (or that are unrated and determined by the
investment adviser to be of comparable quality) if the investment adviser
determines that retaining such security is in the best interests of the Fund.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS

Each Fund may purchase securities offered on a "when-issued" basis and may
purchase or sell securities on a "forward commitment" basis. When such
transactions are negotiated, the price, which is generally expressed in yield
terms, is fixed at the time the commitment is made, but delivery and payment for
the securities take place at a later date. Normally, the settlement date occurs
within two months after the transaction, but delayed settlements beyond two
months may be negotiated. During the period between a commitment and
settlement, no payment is made for the securities purchased by the purchaser
and, thus, no interest accrues to the purchaser from the transaction. At the
time a Fund makes the commitment to purchase securities on a when-issued or
delayed delivery basis, the Fund will record the transaction as a purchase and
thereafter reflect the value each day of such securities in determining its net
asset value.

The use of when-issued transactions and forward commitments enables the Funds to
hedge against anticipated changes in interest rates and prices. For instance,
in periods of rising interest rates and falling bond prices, a Fund might sell
securities which it owned on a forward commitment basis to limit its exposure to
falling prices. In periods of falling interest rates and rising bond prices, a
Fund might sell a security and purchase the same or a similar security on a
when-issued or forward commitment basis, thereby obtaining the benefit of
currently higher cash yields. However, if the investment adviser to a Fund were
to forecast incorrectly the direction of

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interest rate movements, the Fund might be required to complete such when-issued
or forward commitment transactions at prices inferior to the current market
values.

When-issued securities and forward commitments may be sold prior to the
settlement date, but the Funds enter into when-issued and forward commitment
transactions only with the intention of actually receiving or delivering the
securities, as the case may be. If a Fund, however, chooses to dispose of the
right to acquire a when-issued security prior to its acquisition or to dispose
of its right to deliver or receive against a forward commitment, it can incur a
gain or loss. When-issued securities may include bonds purchased on a "when, as
and if issued" basis under which the issuance of the securities depends upon the
occurrence of a subsequent event. Any significant commitment of a Fund's assets
to the purchase of securities on a "when, as and if issued" basis may increase
the volatility of its net asset value.

Each Fund will establish and maintain with its custodian a separate account with
cash, U.S. Government Securities (as defined in the Prospectus) and other liquid
high-grade debt securities in an amount at least equal to its commitments to
purchase securities on a when-issued or delayed delivery basis.

ILLIQUID SECURITIES

Each Fund may invest up to 15% of its net assets in illiquid securities. The
term "illiquid securities" for this purpose means securities that cannot be
disposed of within seven days in the ordinary course of business at
approximately the amount at which the Fund has valued the securities and
includes, among other things, purchased over-the-counter (OTC) options and
repurchase agreements maturing in more than seven days.

The Trust's Board of Directors ("Board") has the ultimate responsibility for
determining whether specific securities are liquid or illiquid. The Board has
delegated the function of making day-to-day determinations of liquidity to the
investment adviser of each Fund, pursuant to guidelines approved by the Board.
The investment adviser takes into account a number of factors in reaching
liquidity decisions, including but not limited to: (1) the frequency of trades
and quotations for the security; (2) the number of dealers willing to purchase
or sell the security and the number of other potential buyers; (3) the
willingness of dealers to undertake to make a market in the security; and (4)
the nature of the marketplace trades, including the time needed to dispose of
the security, the method of soliciting offers and the mechanics of the transfer.
The investment adviser monitors the liquidity of the securities in each Fund's
portfolio and reports periodically on such decisions to the Board.

FUTURES CONTRACTS AND OPTIONS

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Treasury bonds and other financial instruments. The Funds may write covered
options and buy options on the futures contracts in which they may invest.

If the adviser anticipates that interest rates will rise, a Fund may sell
futures contracts as a hedge against a decrease in the value of the Fund's
portfolio securities. Conversely, if the adviser anticipates a decline in
interest rates, a Fund may purchase futures contracts to protect itself against
an increase in the price of the debt securities that the Fund might wish to
purchase.

In addition, each Fund may write (sell) covered put and call options and may buy
put and call options on debt securities and bond indices. An option is covered
if, so long as the Fund is obligated under the option, it owns an offsetting
position in the underlying security, currency or futures contract or maintains
cash, U.S. Government Securities or other liquid, high-grade debt securities in
a segregated account with a value at all times sufficient to cover the Fund's
obligation under the option.

The Funds' use of options and futures contracts would subject the Funds to
certain investment risks and transaction costs to which they might not otherwise
be subject. These risks include: (1) dependence on the adviser's ability to
predict movements in the prices of individual securities and fluctuations in the
general securities markets; (2) imperfect correlation between movements in the
prices of options, futures contracts or related options and movements in the
price of the securities hedged or used for cover; (3) the fact that skills and
techniques needed to trade these instruments are different from those needed to
select the other securities in which the Funds invest; (4) lack of assurance
that a liquid secondary market will exist for any particular instrument at any
particular time; and (5) the possible need to defer closing out of certain
options, futures contracts and related options to avoid adverse tax
consequences. Other risks include the inability of the Fund, as the writer of
covered call options, to benefit from the appreciation of the underlying
securities above the exercise price and the possible loss of the entire premium
paid for options purchased by the Fund. In addition, options and futures
contracts do not pay interest, but may produce taxable capital gains.

Each Fund will not hedge more than 30% of its total assets by selling futures
contracts, buying put options and writing call options. In addition, each Fund
will not buy futures contracts or write put options whose underlying value
exceeds 10% of the Fund's total assets and will not purchase call options if the
value of purchased call options would exceed 5% of the Fund's total assets. A
Fund will not enter into futures contracts and options thereon if immediately
thereafter more than 5% of the value of the Fund's total assets would be
invested in these options or committed to margin on futures contracts.

A Fund will only invest in futures and options contracts after providing notice
to its shareholders, filing a notice of eligibility (if required) and otherwise
complying with the requirements of the Commodity Futures Trading Commission
("CFTC"). The CFTC's rules provide that the Funds are permitted to purchase
futures or options contracts subject to CFTC jurisdiction only (1) for bona fide
hedging purposes within the meaning of the rules of the CFTC; provided, however,
that in the alternative with respect to each long position in a futures or
options contract entered into by a Fund, the underlying commodity value of such
contract at all times does not exceed the

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sum of cash, short-term United States debt obligations or other United States
dollar denominated short-term money market instruments set aside for this
purpose by the Fund, cash proceeds from existing Fund investments due in 30 days
and accrued profit on the contract held with a futures commissions merchant; and
(2) subject to certain limitations.

REPURCHASE AGREEMENTS

The Funds may seek additional income by entering into repurchase
agreements. Repurchase agreements are transactions in which a Fund purchases a
security and simultaneously commits to resell that security to the seller at an
agreed-upon price on an agreed-upon future date, normally one to seven days
later. The resale price reflects a market rate of interest that is not related
to the coupon rate or maturity of the purchased security. The Trust's custodian
maintains possession of the underlying collateral, which is maintained at not
less than 100% of the repurchase price, and which consists of the types of
securities in which the Fund may invest directly.

LENDING OF PORTFOLIO SECURITIES

The Funds may from time to time lend securities from its portfolio to brokers,
dealers and other financial institutions. Securities loans must be continuously
secured by cash or U.S. Government Securities with a market value, determined
daily, at least equal to the value of the Fund's securities loaned, including
accrued interest. A Fund receives interest in respect of securities loans from
the borrower or from investing cash collateral. The Funds may pay fees to
arrange the loans. Each Fund will, as a fundamental policy, limit securities
lending to not more than 10% of the value of its total assets.

TEMPORARY DEFENSIVE POSITION

When a Fund assumes a temporary defensive position it may invest in (i) short-
term U.S. Government Securities, (ii) certificates of deposit, bankers'
acceptances and interest-bearing savings deposits of commercial banks doing
business in the United States that have, at the time of investment, total assets
in excess of one billion dollars and that are insured by the Federal Deposit
Insurance Corporation, (iii) commercial paper of prime quality rated Prime-2 or
higher by Moody's or A-2 or higher by S&P or, if not rated, determined by the
adviser to be of comparable quality, (iv) repurchase agreements covering any of
the securities in which the Fund may invest directly and (v) money market mutual
funds.

The Funds may invest in the securities of other investment companies within the
limits proscribed by the 1940 Act. Under normal circumstances, each Fund
intends to invest less than 5% of the value of its net assets in the securities
of other investment companies. In addition to the Fund's expenses (including
the various fees), as a shareholder in another investment company, a Fund would
bear its pro rata portion of the other investment company's expenses (including
fees).

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INVESTORS BOND FUND

MORTGAGE-RELATED SECURITIES. As described in the Investors Bond Fund
Prospectus, that Fund may invest in mortgage-related securities, including
Collateralized Mortgage Obligations ("CMOs"). CMOs are typically structured
with a number of classes or series that have different maturities and are
generally retired in sequence. Each class of bonds receives periodic interest
payments according to the coupon rate on the bonds. However, all monthly
principal payments and any prepayments from the collateral pool are paid first
to the "Class 1" bondholders. The principal payments are such that the Class 1
bonds will be completely repaid no later than, for example, five years after the
offering date. Thereafter, all payments of principal are allocated to the next
most senior class of bonds until that class of bonds has been fully repaid.
Although full payoff of each class of bonds is contractually required by a
certain date, any or all classes of bonds may be paid off sooner than expected
because of an acceleration in prepayments of the obligations comprising the
collateral pool.

ASSET-BACKED SECURITIES. The Investors Bond Fund may invest in asset-backed
securities, which have structural characteristics similar to mortgage-backed
securities but have underlying assets that are not mortgage loans or interests
in mortgage loans. Asset-backed securities are securities that represent direct
or indirect participations in, or are secured by and payable from, assets such
as motor vehicle installment sales contracts, installment loan contracts, leases
of various types of real and personal property and receivables from revolving
credit (credit card) agreements. Such assets are securitized through the use of
trusts and special purpose corporations.

Asset-backed securities are often backed by a pool of assets representing the
obligations of a number of different parties. Payments of principal and
interest may be guaranteed up to certain amounts and for a certain time period
by a letter of credit issued by a financial institution.

Asset-backed securities present certain risks that are not presented by
mortgage-related debt securities or other securities in which the Investors Bond
Fund may invest. Primarily, these securities do not always have the benefit of
a security interest in comparable collateral. Credit card receivables are
generally unsecured and the debtors are entitled to the protection of a number
of state and Federal consumer credit laws, many of which give such debtors the
right to set off certain amounts owed on the credit cards, thereby reducing the
balance due. Automobile receivables generally are secured, but by automobiles
rather than residential real property. Most issuers of automobile receivables
permit the loan servicers to retain possession of the underlying obligations.
If the servicer were to sell these obligations to another party, there is a risk
that the purchaser would acquire an interest superior to that of the holders of
the asset-backed securities. In addition, because of the large number of
vehicles involved in a typical issuance and technical requirements under state
laws, the trustee for the holders of the automobile receivables may not have a
proper security interest in the underlying automobiles. Therefore, there is the
possibility that recoveries on repossessed collateral may not, in some cases, be
available to support payments on these securities. Because asset-backed
securities are relatively new, the market experience in these securities is
limited and the market's ability to sustain liquidity through all phases of the
market cycle has not been tested.

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TAXSAVER BOND FUND

MUNICIPAL SECURITIES. The term "municipal securities," as used in the
Prospectus and this Statement of Additional Information with respect to the
TaxSaver Bond Fund, means obligations of the type described in Appendix B issued
by or on behalf of states, territories, and possessions of the United States and
their political subdivisions, agencies and instrumentalities, the interest on
which is exempt from Federal income tax. The municipal securities in which the
TaxSaver Bond Fund will invest are limited to those obligations which at the
time of purchase: (i) are backed by the full faith and credit of the United
States; (ii) are municipal notes rated in the two highest rating categories by
an NRSRO, or, if not rated, are of comparable quality as determined by the
Fund's investment adviser; (iii) are municipal bonds rated in the six highest
rating categories by an NRSRO or, if not rated, are of comparable quality as
determined by the Fund's investment adviser; or (iv) are other types of
municipal securities, provided that such obligations are of comparable quality,
as determined by the Fund's investment adviser, to instruments in which the Fund
may invest.

MUNICIPAL NOTES. Municipal notes, which may be either "general obligation"
or "revenue" securities, are intended to fulfill short-term capital needs and
generally have original maturities of 397 days or less. They include tax
anticipation notes, revenue anticipation notes, bond anticipation notes,
construction loan notes and tax-exempt commercial paper.

MUNICIPAL LEASES. Municipal leases frequently have special risks not
normally associated with general obligation or revenue bonds or notes. Lease
and installment purchase or conditional sale contracts (which normally provide
for title to the leased assets to pass eventually to the government issuer) have
evolved as a means for governmental issuers to acquire property and equipment
without meeting the constitutional and statutory requirements for the issuance
of debt. The debt-issuance limitations of many state constitutions and statutes
are deemed to be inapplicable because of the inclusion in many leases or
contracts of "non-appropriation" clauses that provide that the governmental
issuer has no obligation to make future payments under the lease or contract
unless money is appropriated for such purpose by the appropriate legislative
body on a yearly or other periodic basis. To reduce this risk, the Fund will
only purchase municipal leases subject to a non-appropriation clause when the
payment of principal and accrued interest is backed by an unconditional
irrevocable letter of credit or guarantee of a bank or other entity that has
long term outstanding debt securities rated in one of the top two rating
categories by an NRSRO.

VARIABLE AND FLOATING RATE OBLIGATIONS. The interest rates payable on
certain municipal securities, including municipal leases, in which the Fund may
invest are not fixed and may fluctuate based upon changes in market rates.
These securities are referred to as variable rate or floating rate obligations.
Other features of these obligations may include the right whereby the Fund may
demand prepayment of the principal amount of the obligation prior to its stated
maturity and the right of the issuer to prepay the principal amount prior to
maturity. The main benefit of a variable or floating rate municipal security is
that the interest rate adjustment minimizes changes in the market value of the
obligation. As a result, the purchase of these

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municipal securities enhances the ability of the Fund to sell an obligation
prior to maturity at a price approximating the full principal amount of the
obligation. The payment of principal and interest by issuers of certain
municipal securities purchased by the Fund may be guaranteed by letters of
credit or other credit facilities offered by banks or other financial
institutions. Such guarantees will be considered in determining whether a
municipal security meets the Fund's investment quality requirements. The
investment adviser will monitor the pricing, quality and liquidity of variable
rate and floating rate demand obligations held by the Fund on the basis of
published financial information, rating agency reports and other research
services to which the Fund or the investment adviser of the Fund may subscribe.

PARTICIPATION INTERESTS. The Fund may purchase participation interests in
municipal bonds, including private activity bonds and floating and variable rate
securities that are owned by banks or other financial institutions. A
participation interest gives the Fund an undivided interest in a municipal
security owned by a bank or other financial institution. These instruments
carry a demand feature permitting the holder to tender them back to the bank or
other institution and are generally backed by an irrevocable letter of credit or
guarantee of the bank or institution. The Fund can exercise the right, on not
more than thirty days' notice, to sell such an instrument back to the bank or
institution from which it purchased the instrument and draw on the letter of
credit for all or any part of the principal amount of the Fund's participation
interest in the instrument, plus accrued interest. Generally, the Fund will do
so only (i) as required to provide liquidity to the Fund, (ii) to maintain a
high quality investment portfolio, or (iii) upon a default under the terms of
the demand instrument. Banks and other financial institutions retain portions
of the interest paid on such participation interests as their fees for servicing
such instruments and the issuance of related letters of credit, guarantees and
repurchase commitments. Exposure to credit losses arising from the possible
financial difficulties of borrowers might affect the bank's or other
institution's ability to meet its obligations under its letter of credit or
other guarantee.

The Fund will not purchase participation interests unless it is advised by
counsel or receives a ruling of the Internal Revenue Service that interest
earned by the Fund from the obligations in which it holds participation
interests is exempt from Federal income tax. The Internal Revenue Service has
announced that it ordinarily will not issue advance rulings on certain of the
Federal income tax consequences applicable to securities, or participation
interests therein, subject to a put. The investment adviser will monitor the
pricing, quality and liquidity of participation interests held by the Fund on
the basis of published financial information, rating agency reports and other
research services to which the Fund or the investment adviser of the Fund may
subscribe.

STAND-BY COMMITMENTS. The Fund acquires stand-by commitments solely to
facilitate portfolio liquidity and does not exercise its rights thereunder for
trading purposes. Since the value of a stand-by commitment is dependent on the
ability of the stand-by commitment writer to meet its obligation to repurchase,
the Fund's policy is to enter into stand-by commitment transactions only with
municipal securities dealers which in the opinion of the investment adviser
present minimal credit risks.

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The acquisition of a stand-by commitment does not affect the valuation or
maturity of the underlying municipal securities which continue to be valued in
accordance with the amortized cost method. Stand-by commitments acquired by the
Fund are valued at zero in determining net asset value. When the Fund pays
directly or indirectly for a stand-by commitment, its cost is reflected as
unrealized depreciation for the period during which the commitment is held.
Stand-by commitments do not affect the average weighted maturity of the Fund's
portfolio of securities.

GENERAL

There can be no assurance that the Fund's objective will be achieved. The
achievement of the Fund's investment objective is dependent in part on the
continuing ability of the issuers of municipal securities in which the Fund
invests to meet their obligations for the payment of principal and interest when
due. Municipal securities historically have not been subject to registration
with the Securities and Exchange Commission, although there have been proposals
which would require registration in the future.

2. INVESTMENT LIMITATIONS

Each Fund has adopted the following fundamental investment limitations which are
in addition to those contained in the Fund's Prospectus and which may not be
changed without shareholder approval. Each Fund may not:

(2) Purchase securities, other than U.S. Government Securities, if,
immediately after each purchase, more than 25% of the Fund's total
assets taken at market value

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would be invested in securities of issuers conducting their principal
business activity in the same industry.

(7) Purchase or sell physical commodities or contracts relating to
physical commodities, provided that currencies and currency-related
contracts will not be deemed to be physical commodities.

(9) Invest in interests in oil or gas or interests in other mineral
exploration or development programs.

In addition, each Fund has adopted a fundamental investment policy which
provides that notwithstanding any other investment policy or restriction
(whether or not fundamental), the Fund may seek to achieve its investment
objective by holding, as its only investment securities, the securities of
another investment company having substantially the same investment objective
and policies as the Fund.

Each Fund has adopted the following nonfundamental investment limitations that
may be changed by the Board without shareholder approval. Each Fund may not:

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<PAGE>

(e) Invest in or hold securities of any issuer if officers and directors
of the Trust or the Fund's investment adviser, individually owning
beneficially more than 1/2 of 1% of the securities of the issuer, in
the aggregate own more than 5% of the issuer's securities.

(h) Purchase securities having voting rights except securities of other
investment companies.

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<PAGE>

(i) Purchase or sell real property leases (including limited partnership
interests, but excluding readily marketable interests in real estate
investment trusts or readily marketable securities of companies which
invest in real estate.)

For purposes of limitation number 3 listed in the TaxSaver Bond Fund's
Prospectus, which relates to the diversification of the Fund's assets, the
District of Columbia, each state, each political subdivision, agency,
instrumentality and authority thereof, and each multi-state agency of which a
state is a member is deemed to be a separate "issuer." When the assets and
revenues of an agency, authority, instrumentality or other political subdivision
are separate from the government creating the subdivision and the security is
backed only by the assets and revenues of the subdivision, such subdivision
would be deemed to be the sole issuer. Similarly, in the case of private
activity bonds, if the bond is backed only by the assets and revenues of the
nongovernmental user, then such nongovernmental user would be deemed to be the
sole issuer. However, if in either case, the creating government or some other
agency guarantees a security, that guarantee would be considered a separate
security and would be treated as an issue of such government or other agency.

No more than 25% of a Fund's total assets may be invested in the securities of
one issuer. However, this limitation does not apply to securities of an issuer
payable solely from the proceeds of U.S. Government Securities.

3. PERFORMANCE DATA

The Funds may quote performance in various ways. All performance information
supplied by the Funds in advertising is historical and is not intended to
indicate future returns. The Funds' net asset value, yield and total return
fluctuate in response to market conditions and other factors, and the value of
Fund shares when redeemed may be more or less than their original cost.

Standardized SEC yield and total return information as of March 31, 1995 is
outlined in the following tables:
<TABLE>
<CAPTION>

30 Day
Annualized
30 Day Tax Total Return
Annualized Equivalent Total Return Total Return Since
Yield Yield 1 Year 5 Year Inception
----- ----- ------ ----- ---------
<S> <C> <C> <C> <C> <C>

INVESTORS
BOND FUND 7.66% N/A% 0.67% 8.58% 8.32%

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30 Day
Annualized
30 Day Tax Total Return
Annualized Equivalent Total Return Total Return Since
Yield Yield 1 Year 5 Year Inception
----- ----- ------ ----- ---------

TAXSAVER
BOND FUND 5.45% 8.63% 2.23% 7.14% 7.05%
</TABLE>

Tax-equivalent yield is based on a Federal income tax rate of 39.6%.

The Funds commenced operations on October 2, 1989.

In performance advertising each Fund may compare any of its performance
information with data published by independent evaluators such as Morningstar,
Lipper Analytical Services, Inc., IBC/Donoghue, Inc., CDA/Wiesenberger or other
companies which track the investment performance of investment companies ("Fund
Tracking Companies"). Each Fund may also compare any of its performance
information with the performance of recognized stock, bond and other indexes,
including but not limited to the Municipal Bond Buyers Indices, the Salomon
Brothers Bond Index, the Shearson Lehman Bond Index, the Standard & Poor's 500
Composite Stock Price Index, the Dow Jones Industrial Average, U.S. Treasury
bonds, bills or notes and changes in the Consumer Price Index as published by
the U.S. Department of Commerce. The Funds may refer to general market
performances over past time periods such as those published by Ibbotson
Associates (for instance, its "Stocks, Bonds, Bills and Inflation Yearbook").
In addition, the Funds may refer in such materials to mutual fund performance
rankings and other data published by Fund Tracking Companies. Performance
advertising may also refer to discussions of the Funds and comparative mutual
fund data and ratings reported in independent periodicals, such as newspapers
and financial magazines.

For example, the Funds may advertise the historical advantages, based on assumed
investments made on particular dates, in long term corporate bonds or in the S&P
500 Composite Stock Index against U.S. Treasury bills, as published by the
companies listed above.

YIELD CALCULATIONS

Yields for a Fund used in advertising are computed by dividing the Fund's
interest income for a given 30 days or one-month period, net of expenses, by the
average number of shares entitled to receive distributions during the period,
dividing this figure by the Fund's net asset value per share at the end of the
period and annualizing the result (assuming compounding of income) in order to
arrive at an annual percentage rate. In general, interest income is reduced
with respect to bonds purchased at a premium over their par value by subtracting
a portion of the premium from income on a daily basis, and is increased with
respect to bonds purchased at a discount by adding a portion of the discount to
daily income. Capital gain and loss generally are excluded from these
calculations.

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<PAGE>

Income calculated for the purpose of determining the Fund's yield differs from
income as determined for other accounting purposes. Because of the different
accounting methods used, and because of the compounding assumed in yield
calculations, the yield quoted for a Fund may differ from the rate of
distribution the Fund paid over the same period or the rate of income reported
in the Fund's financial statements.

The tax equivalent yield for the TaxSaver Bond Fund is the rate an investor
would have to earn from a fully taxable investment in order to equal the Fund's
yield after taxes. Tax equivalent yields are calculated by dividing the Fund's
yield by one minus the stated Federal or combined Federal and state tax rate.
(If only a portion of the Fund's yield is tax-exempt, only that portion is
adjusted in the calculation.)

Although published yield information is useful to investors in reviewing a
Fund's performance, investors should be aware that a Fund's yield for any given
period is not an indication or representation by the Fund of future yields or
rates of return on the Fund's shares. Also, Processing Organizations may charge
their customers direct fees in connection with an investment in a Fund, which
will have the effect of reducing the Fund's net yield to those shareholders.
The yields of each Fund are not fixed or guaranteed, and an investment in a Fund
is not insured or guaranteed. Accordingly, yield information may not
necessarily be used to compare shares of a Fund with investment alternatives
which, like money market instruments or bank accounts, may provide a fixed rate
of interest. Also, it may not be appropriate to compare a Fund's yield
information directly to similar information regarding investment alternatives
which are insured or guaranteed.

TOTAL RETURN CALCULATIONS

Each of the Funds may advertise total return. Total returns quoted in
advertising reflect all aspects of a Fund's return, including the effect of
reinvesting dividends and capital gain distributions and any change in the
Fund's net asset value per share over the period. Average annual returns are
calculated by determining the growth or decline in value of a hypothetical
historical investment in a Fund over a stated period, and then calculating the
annually compounded percentage rate that would have produced the same result if
the rate of growth or decline in value had been constant over the period. While
average annual returns are a convenient means of comparing investment
alternatives, investors should realize that the performance is not constant over
time but changes from year to year, and that average annual returns represent
averaged figures as opposed to the actual year-to-year performance of the Funds.

Average annual total return is calculated by finding the average annual
compounded rates of return of a hypothetical investment over a given period
according to the following formula:

P(1+T)to the power of n = ERV

Where:

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<PAGE>

P = a hypothetical initial payment of $1,000;
T = average annual total return;
n = number of years; and
ERV = ending redeemable value.

ERV is the value, at the end of the applicable period, of a hypothetical $1,000
payment made at the beginning of the applicable period.

In addition to average annual returns, each Fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an investment
over a stated period. Total returns may be broken down into their components of
income and capital (including capital gain and changes in share price) in order
to illustrate the relationship of these factors and their contributions to total
return. Total returns, yields and other performance information may be quoted
numerically or in a table, graph or similar illustration.

Period total return is calculated according to the following formula:

PT = (ERV/P-1)

Where:

PT = period total return.
The other definitions are the same as in
average annual total return above.

4. MANAGEMENT

The Directors and officers of the Trust and their principal occupations during
the past five years are set forth below.

John Y. Keffer, Chairman and President.

President and Director, Forum Financial Services, Inc. (a registered
broker-dealer), Forum Financial Corp. (a registered transfer agent) and
Forum Advisors, Inc. (a registered investment adviser). Mr. Keffer is a
director and/or officer of various registered investment companies for
which Forum Financial Services, Inc. serves as manager, administrator
and/or distributor. His address is Two Portland Square, Portland, Maine
04101.

Costas Azariadis, Director.

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<PAGE>

James C. Cheng, Director.

J. Michael Parish, Director.

Mark A. Kaplan, Vice President, Assistant Treasurer and Assistant Secretary.

Michael D. Martins, Treasurer.

David I. Goldstein, Secretary.

Dana A. Lukens, Assistant Secretary

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<PAGE>

Renee A. Walker, Assistant Secretary

Fund Administrator, Forum Financial Services, Inc., with which she has been
associated since December 1994. Prior thereto, Ms. Walker was employed by
Longwood Partners, Investment Partnership and Paine Webber, Inc. in Boston,
Massachusetts. Her address is Two Portland Square, Portland, Maine 04101.

John Y. Keffer is an interested person of the Trust as that term is defined in
the 1940 Act.

ADVISER

The Funds' investment adviser, Forum Advisors, Inc. (the "Adviser") furnishes at
its own expense all services, facilities and personnel necessary in connection
with managing each Fund's investments and effecting portfolio transactions for
the respective Fund, each pursuant to an Investment Advisory Agreement with the
Trust. Each such Investment Advisory Agreement provides for an initial term of
two years from its effective date with respect to a Fund and for its continuance
in effect for successive twelve-month periods thereafter, provided the agreement
is specifically approved at least annually by the Board or by vote of the
shareholders of the Fund, and in either case by a majority of the directors who
are not parties to the Investment Advisory Agreement or interested persons of
any such party.

Each Investment Advisory Agreement is terminable without penalty by the Trust
with respect to the Fund on 60 days' written notice when authorized either by
vote of its shareholders or by a vote of a majority of the Board, or by the
respective Adviser on not more than 60 days' nor less than 30 days' written
notice, and will automatically terminate in the event of its assignment. Each
Investment Advisory Agreement also provides that, with respect to a Fund, the
Adviser shall not be liable for any error of judgment or mistake of law or for
any act or omission in the performance of its duties to the Fund, except for
willful misfeasance, bad faith or gross negligence in the performance of the
Adviser's duties or by reason of reckless disregard of its obligations and
duties under the Investment Advisory Agreement. Each Investment Advisory
Agreement provides that the Adviser may render services to others.

Prior to August 1, 1991, for services under its Investment Advisory Agreement,
the Adviser received, with respect to the Investors Bond Fund, an advisory fee
at an annual rate of 0.55% of the average daily net assets for the first $300
million of the Fund's net assets, 0.51% of the average daily net assets for the
next $400 million of the Fund's net assets, and 0.47% of the average daily net
assets of the Fund's remaining net assets. Prior to August 1, 1991, with
respect to the TaxSaver Bond Fund, the Adviser received an advisory fee at an
annual rate of 0.50% of the average daily net assets for the first $300 million
of the Fund's net assets, 0.46% of the average daily net assets of the next $400
million of the Fund's net assets and 0.42% of the average daily net assets of
the Fund's remaining net assets. Upon approval by the Funds' shareholders, the
advisory fee was reduced to 0.40% of the average daily net assets for each of
the Investors Bond Fund and the TaxSaver Bond Fund. Such fees are accrued daily
and paid

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<PAGE>

monthly. Fees payable under the Advisory Agreement with respect to the each
Fund are outlined in the following tables:

INVESTORS BOND FUND

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------
1995 $100,098 $9,407 $90,691
1994 $111,913 $34,865 $77,048
1993 $103,100 $52,045 $51,055

TAXSAVER BOND FUND

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------

1995 $65,238 $59,238 $6,000
1994 $69,755 $69,755 $0
1993 $53,914 $53,914 $0

In addition to receiving its advisory fee from the Funds, the Adviser may also
act and be compensated as investment manager for its clients with respect to
assets which are invested in the Funds. In some instances the Adviser may elect
to credit against any investment management fee received from a client who is
also a shareholder in the Fund an amount equal to all or a portion of the fees
received by the Adviser or any affiliate of the Adviser from the Fund with
respect to the client's assets invested in the Fund.

The Adviser has agreed to reimburse the Trust for certain of each Fund's
operating expenses which in any year exceed the limits prescribed by any state
in which a Fund's shares are qualified for sale. The Trust may elect not to
qualify its shares for sale in every state.

The manager and distributor believe that currently the most restrictive expense
ratio limitation imposed by any state is 2-1/2% of the first $30 million of each
Fund's average net assets, 2% of the next $70 million of its average net assets
and 1-1/2% of its average net assets in excess of $100 million. For the purpose
of this obligation to reimburse expenses, the Fund's annual expenses are
estimated and accrued daily, and any appropriate estimated payments will be made
by the Adviser or the manager and distributor monthly.

Subject to the above obligations to reimburse the Trust for its excess expenses,
the Trust has confirmed its obligation to pay all its other expenses, including:
interest charges, taxes,

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<PAGE>

brokerage fees and commissions; certain insurance premiums; fees, interest
charges and expenses of the custodian, transfer agent and dividend disbursing
agent; telecommunications expenses; auditing, legal and compliance expenses;
costs of forming the corporation and maintaining corporate existence; costs of
preparing and printing the Trust's prospectuses, statements of additional
information, account application forms and shareholder reports and delivering
them to existing and prospective shareholders; costs of maintaining books of
original entry for portfolio and fund accounting and other required books and
accounts and of calculating the net asset value of shares of the Trust; costs of
reproduction, stationery and supplies; compensation of directors, officers and
employees of the Trust and costs of other personnel performing services for the
Trust who are not officers of the Adviser, the manager and distributor or their
respective affiliates; costs of corporate meetings; Securities and Exchange
Commission registration fees and related expenses; state securities laws
registration fees and related expenses; and fees payable to the Adviser under
the Investment Advisory Agreements.

MANAGER AND DISTRIBUTOR

Forum Financial Services, Inc. (the "Manager") was incorporated under the laws
of the State of Delaware on February 7, 1986 and supervises the overall
management of the Trust (which includes, among other responsibilities,
negotiation of contracts and fees with, and monitoring of performance and
billing of, the transfer agent and custodian and arranging for maintenance of
books and records of the Trust), provides the Trust with general office
facilities and serves as distributor of shares of the Funds pursuant to a
management agreement between the Manager and the Trust (the "Management
Agreement"). The Management Agreement provided, with respect to each Fund, for
an initial term of two years from its effective date and for its continuance in
effect for successive twelve-month periods thereafter, provided the agreement is
specifically approved at least annually by the Board or, with respect to a Fund,
by the shareholders of that Fund, and in either case by a majority of the
directors who are not parties to the Management Agreement or interested persons
of any such party and do not have any direct or indirect financial interest in
the Distribution Plan or in any agreement related to the Distribution Plan.

The Management Agreement terminates automatically if it is assigned and may be
terminated without penalty with respect to a Fund by vote of that Fund's
shareholders or by either party on not more than 60 days' nor less than 30 days'
written notice. The Management Agreement also provides that the Manager shall
not be liable for any error of judgment or mistake of law or for any act or
omission in the administration or management of the Trust, except for willful
misfeasance, bad faith or gross negligence in the performance of the Manager's
duties or by reason of reckless disregard of its obligations and duties under
the Management Agreement.

Forum also acts as distributor of each Fund's shares pursuant to a distribution
services agreement (the "Distribution Services Agreement") and, pursuant
thereto, receives, and may reallow to certain financial institutions, the sales
charge paid by the purchasers of each Fund's shares. The aggregate sales
charges payable to Forum with respect to each Fund are outlined in the following
tables:

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<PAGE>

INVESTORS BOND FUND

FISCAL YEAR ENDED AGGREGATE
MARCH 31 SALES CHARGE AMOUNT RETAINED AMOUNT REALLOWED
-------- ------------ --------------- ----------------

1995 $1,705 $243 $1,463
1994 $7,704 $968 $0
1993 $37,642 $4,497 $0

TAXSAVER BOND FUND

FISCAL YEAR ENDED AGGREGATE
MARCH 31 SALES CHARGE AMOUNT RETAINED AMOUNT REALLOWED
-------- ------------ --------------- ----------------

1995 $7,701 $1,012 $6,689
1994 $5,939 $721 $0
1993 $16,414 $2,078 $0

For its services under the Management Agreement, the manager receives with
respect to each Fund a fee at an annual rate of 0.30% of the average daily net
assets of each Fund. Fees payable under the Management Agreement with respect
to each Fund are outlined in the following tables:

INVESTORS BOND FUND

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------
1995 $75,074 $75,074 $0
1994 $83,934 $58,722 $25,212
1993 $77,325 $33,775 $43,550

TAXSAVER BOND FUND

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------

1995 $48,928 $48,928 $0
1994 $52,316 $44,565 $7,751
1993 $40,436 $13,378 $27,058

The Manager provides persons satisfactory to the Board to serve as officers of
the Trust. Those officers, as well as certain other employees and Directors of
the Trust, may be directors, officers or employees of (and persons providing
services to the Trust may include) the Manager, its affiliates or certain
affiliates of the Adviser.

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TRANSFER AGENT

Forum Financial Corp. (the "Transfer Agent") acts as transfer agent of the Trust
pursuant to a transfer agency agreement (the "Transfer Agency Agreement"). The
Transfer Agency Agreement provided, with respect to each Fund, for an initial
term of two years from its effective date and for its continuance in effect for
successive twelve-month periods thereafter, provided that the agreement is
specifically approved at least annually by the Board or, with respect to a Fund,
by a vote of the shareholders of that Fund, and in either case by a majority of
the directors who are not parties to the Transfer Agency Agreement or interested
persons of any such party at a meeting called for the purpose of voting on the
Transfer Agency Agreement.

Among the responsibilities of the Transfer Agent as agent for the Trust are:
(1) answering customer inquiries regarding account status and history, the
manner in which purchases and redemptions of shares of the Funds may be effected
and certain other matters pertaining to the Funds; (2) assisting shareholders in
initiating and changing account designations and addresses; (3) providing
necessary personnel and facilities to establish and maintain shareholder
accounts and records, assisting in processing purchase and redemption
transactions and receiving wired funds; (4) transmitting and receiving funds in
connection with customer orders to purchase or redeem shares; (5) verifying
shareholder signatures in connection with changes in the registration of
shareholder accounts; (6) furnishing periodic statements and confirmations of
purchases and redemptions; (7) arranging for the transmission of proxy
statements, annual reports, prospectuses and other communications from the Trust
to its shareholders; (8) arranging for the receipt, tabulation and transmission
to the Trust of proxies executed by shareholders with respect to meetings of
shareholders of the Trust; and (9) providing such other related services as the
Trust or a shareholder may reasonably request. For these services, the Transfer
Agent receives with respect to each Fund a fee computed and paid monthly at the
annual rate of 0.25% of the Fund's average daily net assets.

The Transfer Agent or any sub-transfer agent or processing agent may also act
and receive compensation as custodian, investment manager, nominee, agent or
fiduciary for its customers or clients who are shareholders of the Funds with
respect to assets invested in the Funds. The Transfer Agent or any sub-transfer
agent or other processing agent may elect to credit against the fees payable to
it by its clients or customers all or a portion of any fee received from the
Trust or from the Transfer Agent with respect to assets of those customers or
clients invested in the Fund. The Transfer Agent, the Manager or sub-transfer
agents or processing agents retained by the Transfer Agent may be Processing
Organizations (as defined in the Prospectus) and, in the case of sub-transfer
agents or processing agents, may also be affiliated persons of the Transfer
Agent or the Manager.

For its services under the Transfer Agent Agreement, Forum receives with respect
to its transfer agency services a fee at an annual rate of 0.25% of the average
daily net assets of each Fund. Fees payable under the Transfer Agent Agreement
with respect to each Fund are outlined in the following tables:

INVESTORS BOND FUND

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FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------

1995 $62,562 $49,813 $12,749
1994 $74,145 $64,394 $9,751
1993 $64,438 $34,468 $29,970

TAXSAVER BOND FUND

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------

1995 $40,794 $28,091 $12,703
1994 $47,796 $40,156 $7,640
1993 $33,696 $16,150 $17,546

Pursuant to a Fund Accounting Agreement, the Transfer Agent also provides each
Fund with portfolio accounting, including the calculation of the Fund's net
asset value. For these services, the Transfer Agent receives with respect to a
Fund an annual fee ranging from $36,000 to $60,000 depending upon the amount and
type of the Fund's portfolio transactions and positions.

5. DETERMINATION OF NET ASSET VALUE

The Funds do not determine net asset value on the following holidays: New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Columbus Day, Veterans' Day, Thanksgiving and Christmas.
Purchases and redemptions are effected at the time of the next determination
of net asset value following the receipt of any purchase or redemption order.

6. PORTFOLIO TRANSACTIONS

Purchases and sales of portfolio securities for the Funds usually are principal
transactions. Portfolio securities for these Funds are normally purchased
directly from the issuer or from an underwriter or market maker for the
securities. There usually are no brokerage commissions paid for such purchases.
Purchases from underwriters of portfolio securities include a commission or
concession paid by the issuer to the underwriter, and purchases from dealers
serving as market makers include the spread between the bid and asked prices.

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<PAGE>

The Funds may effect purchases and sales through brokers who charge commissions.
Allocations of transactions to brokers and dealers and the frequency of
transactions are determined by the Adviser in its best judgment and in a manner
deemed to be in the best interest of shareholders of the Funds rather than by
any formula. The primary consideration is prompt execution of orders in an
effective manner and at the most favorable price available to the Funds. For
the fiscal years ended March 31, 1995, 1994, and 1993, the Funds did not pay any
brokerage commissions.

A Fund may not always pay the lowest commission or spread available. Rather, in
determining the amount of commission, including certain dealer spreads, paid in
connection with Fund transactions, the Adviser take into account such factors as
size of the order, difficulty of execution, efficiency of the executing broker's
facilities (including the services described below) and any risk assumed by the
executing broker. The Adviser may also take into account payments made by
brokers effecting transactions for a Fund (i) to the Fund or (ii) to other
persons on behalf of the Fund for services provided to it for which it would be
obligated to pay.

In addition, the Adviser may give consideration to research services furnished
by brokers to the Adviser for its use and may cause a Fund to pay these brokers
a higher amount of commission than may be charged by other brokers. Such
research and analysis may be used by the Adviser in connection with services to
clients other than the Funds, and the Adviser's fee is not reduced by reason of
the Adviser's receipt of the research services.

Investment decisions for each Fund will be made independently from those for any
other account or investment company that is or may in the future become managed
by the Adviser or its affiliates. If, however, a Fund and other investment
companies or accounts managed by the Adviser are contemporaneously engaged in
the purchase or sale of the same security, the transactions may be averaged as
to price and allocated equitably to each account. In some cases, this policy
might adversely affect the price paid or received by a Fund or the size of the
position obtainable for the Fund. In addition, when purchases or sales of the
same security for a Fund and for other investment companies and accounts managed
by the Adviser occur contemporaneously, the purchase or sale orders may be
aggregated in order to obtain any price advantages available to large
denomination purchases or sales.

No portfolio transactions are executed with the Adviser, the Manager or any of
their affiliates.

7. ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Shares of each Fund are sold on a continuous basis by the distributor.

Set forth below is an example of the method of computing the offering price of
each Fund's shares. The example assumes a purchase of shares of common stock
aggregating less than $100,000 subject to the schedule of sales charges set
forth in the Prospectuses at a price based on the net asset value per share of
each Fund on March 31, 1995.

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Investors TaxSaver
Bond Bond
Fund Fund
---- ----
Net Asset Value Per Share $ 10.05 $ 10.37

Sales Charge, 3.75% of offering
price (3.90% of net asset value
per share) $ 0.39 $ 0.40

Offering to Public $ 10.44 $ 10.77

In addition to the situations described in the Prospectus under "Purchases and
Redemptions of Shares," the Trust may redeem shares involuntarily, from time to
time, to reimburse a portfolio for any loss sustained by reason of the failure
of a shareholder to make full payment for shares purchased by the shareholder or
to collect any charge relating to transactions effected for the benefit of a
shareholder which is applicable to the Fund's shares as provided in the
Prospectus.

The Funds may wire proceeds of redemptions to shareholders that have elected
wire redemption privileges only if the wired amount is greater than $5,000. In
addition, the Funds will only wire redemption proceeds to financial institutions
located in the United States.

EXCHANGE PRIVILEGE

The exchange privilege permits shareholders of the Funds to exchange their
shares for shares of any other fund of the Trust or shares of certain other
portfolios of investment companies which retain the Manager or its affiliates as
investment adviser or distributor and which participate in the Trust's exchange
privilege program ("Participating Fund"). For Federal income tax purposes,
exchange transactions are treated as sales on which a purchaser will realize a
capital gain or loss depending on whether the value of the shares redeemed is
more or less than his basis in such shares at the time of the transaction.

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INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

The Investors Bond Fund offers an individual retirement plan (the "IRA") for
individuals who wish to use shares of the Funds as a medium for funding
individual retirement savings. Under the IRA, distributions of net investment
income and capital gain will be automatically reinvested in the IRA established
for the investor. The Fund's custodian furnishes custodial services to the IRAs
for a service fee. Shareholders wishing to use the Fund's IRA should contact
the Transfer Agent for further details and information.

8. TAXATION

Qualification as a regulated investment company under the Internal Revenue Code
of 1986 does not involve governmental supervision of management or investment
practices or policies. Investors should consult their own counsel for a
complete understanding of the requirements the Funds must meet to qualify for
such treatment. The information set forth in the Prospectus and the following
discussion relate solely to Federal income taxes on dividends and distributions
by a Fund and assume that each Fund qualifies as a regulated investment company.
Investors should consult their own counsel for further details and for the
application of state and local tax laws to the investor's particular situation.

The Funds expect to derive substantially all of their gross income (exclusive of
capital gain) from sources other than dividends. Accordingly, it is expected
that most of the Funds' dividends or distributions will not qualify for the
dividends-received deduction for corporations.

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fair market value on the last business day of such taxable year. Gain or loss
realized by a Fund on section 1256 contracts generally will be considered 60%
long-term and 40% short-term capital gain or loss. A Fund can elect to exempt
its section 1256 contracts which are part of a "mixed straddle" from the
application of section 1256.

With respect to equity or over-the-counter put and call options, gain or loss
realized by a Fund upon the lapse or sale of such options held by the Fund will
be either long-term or short-term capital gain or loss depending upon the
respective Fund's holding period with respect to such option. However, gain or
loss realized upon the lapse or closing out of such options that are written by
a Fund will be treated as short-term capital gain or loss. In general, if a
Fund exercises an option, or if an option that a Fund has written is exercised,
gain or loss on the option will not be separately recognized but the premium
received or paid will be included in the calculation of gain or loss upon
disposition of the property underlying the option.

9. OTHER INFORMATION

CUSTODIAN

Pursuant to a Custodian Agreement, The First National Bank of Boston, 100
Federal Street, Boston, Massachusetts 02106, acts as the custodian of each
Fund's assets. The custodian's responsibilities include safeguarding and
controlling the Funds' cash and securities, determining income and collecting
interest on Fund investments.

COUNSEL

AUDITORS

Deloitte & Touche LLP, Two World Financial Center, New York, New York 10281-
1414, independent auditors, act as auditors for the Trust.

THE TRUST AND ITS SHARES

The Trust was organized in Delaware on August 29, 1995; the Trust's succeeded to
the assets and liabilities of Forum Funds, Inc. on January 5, 1996. Forum
Funds, Inc. was incorporated on March 24, 1980 and assumed the name of Forum
Funds, Inc. on March 16, 1987. The Board has the authority to issue an
unlimited number of shares of beneficial interest of separate series with no par
value per share and to create separate classes of shares within each series.
There are currently seven other series of the Trust.

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the surviving entity is an open-end management investment company that will
succeed to or assume the Trust's registration statement.

As of October 27, 1995, the officers and Directors of the Trust as a group owned
less than 1% of the outstanding shares of each Fund. Also as of that date, the
shareholders listed below owned or owned of record more than 5% of either Fund.
Shareholders owning 25% or more of the shares of a Fund or of the Trust as a
whole may be deemed to be controlling persons. By reason of their substantial
holdings of shares, these persons may be able to require the Trust to hold a
shareholder meeting to vote on certain issues and may be able to determine the
outcome of any shareholder vote. As noted, certain of these shareholders are
known to the Trust to hold their shares of record only and have no beneficial
interest, including the right to vote, in the shares.

INVESTORS BOND FUND

PERCENTAGE OF
FUND
SHAREHOLDER SHARES OWNED
----------- ------------

Irwin Union Bank & Trust Co. (record holder),
Columbus, Ohio 47201 67.63%

EBIU & Co. (record holder), Columbus,
Ohio 47201 9.29%

Post & Co., New York, New York 10268 5.23%

TAXSAVER BOND FUND

PERCENTAGE OF
FUND
SHAREHOLDER SHARES OWNED
----------- ------------

Irwin Union Bank & Trust Co. (record holder),
Columbus, Ohio 47201 47.98%

Leonore Zusman TTEE, Dayton, Ohio 45402 11.02%

Lawrence L. Zusman TTEE, Dayton, Ohio 4540 29.87%

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FUND STRUCTURE

The Board will authorize investing the Fund's assets in a Core Portfolio only if
it first determines that pooling is in the best interests of the Fund and its
shareholders. In determining whether to invest in a Core Portfolio, the Board
will consider, among other things, the opportunity to reduce costs and achieve
operational efficiencies. The Board will not authorize investment in a Core
Portfolio if it would materially increase costs to the Fund's shareholders,
unless, of course, there were perceived to be a corresponding increase in
benefits to shareholders.

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FINANCIAL STATEMENTS

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INVESTORS BOND FUND
TAXSAVER BOND FUND

APPENDIX A - DESCRIPTION OF SECURITIES RATINGS

1. CORPORATE AND MUNICIPAL BONDS (INCLUDING CONVERTIBLE BONDS)

MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")

Moody's rates corporate bond issues, including convertible debt issues, as
follows:

Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as high-
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risks appear somewhat larger than in Aaa securities.

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Bonds which are rated Caa are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest.

Bonds which are rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

Bonds which are rated C are the lowest rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.

Note: Those bonds in the Aa, A, Baa, Ba or B groups which Moody's believes
possess the strongest investment attributes are designated by the symbols Aa1,
A1, Baa1, Ba1, and B1.

STANDARD AND POOR'S CORPORATION ("S&P")

S&P rates corporate bond issues, including convertible debt issues, as follows:

Bonds rated AAA have the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

Bonds rated AA have a very strong capacity to pay interest and repay principal
and differ from the highest rated issues only in small degree.

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Bonds rated C typically are subordinated to senior debt which as assigned an
actual or implied CCC debt rating. This rating may also be used to indicate
imminent default.

Bonds are rated D when the issue is in payment default, or the obligor has filed
for bankruptcy. Bonds rated D are in payment default or the obligor has filed
for bankruptcy. The D rating category is used when interest payments or
principal payments are not made on the date due, even if the applicable grace
period has not expired, unless S&P believes that such payments will made during
such grace period.

Note: The ratings from AA to CCC may be modified by the addition of a plus (+)
or minus (-) sign to show the relative standing within the rating category.

FITCH INVESTORS SERVICE, INC. ("FITCH")

Fitch rates corporate bond issues, including convertible debt issues, as
follows:

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CCC Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C Bonds are in imminent default in payment of interest or principal.

2. PREFERRED STOCK

MOODY'S INVESTORS SERVICE, INC.

Moody's rates preferred stock as follows:

An issue rated aaa is considered to be a top-quality preferred stock. This
rating indicates good asset protection and the least risk of dividend impairment
among preferred stock issues.

An issue rated aa is considered a high-grade preferred stock. This rating
indicates that there is a reasonable assurance that earnings and asset
protection will remain relatively well maintained in the foreseeable future.

An issue rated a is considered to be an upper-medium grade preferred stock.
While risks are judged to be somewhat greater than in the aaa and aa
classification, earnings and asset protection are, nevertheless, expected to be
maintained at adequate levels.

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An issue rated baa is considered to be a medium-grade, neither highly protected
nor poorly secured. Earnings and asset protection appear adequate at present
but may be questionable over any great length of time.

An issue rated ba is considered to have speculative elements and its future
cannot be considered well assured. Earnings and asset protection may be very
moderate and not well safeguarded during adverse periods. Uncertainty of
position characterizes preferred stocks in this class.

An issue which is rated b generally lacks the characteristics of a desirable
investment. Assurance of dividend payments and maintenance of other terms of
the issue over any long period of time may be small.

An issue which is rated caa is likely to be in arrears on dividend payments.
This rating designation does not purport to indicate the future status of
payments.

An issue which is rated ca is speculative in a high degree and is likely to be
in arrears on dividends with little likelihood of eventual payment.

An issue which is rated c can be regarded as having extremely poor prospects of
ever attaining any real investment standing. This is the lowest rated class of
preferred or preference stock.

Note: Moody's applies numerical modifiers 1, 2 and 3 in each rating
classification from aa through b in its preferred stock rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issuer ranks in the lower end of its generic rating
category.

STANDARD & POOR'S CORPORATION

S&P rates preferred stock as follows:

AAA is the highest rating that is assigned by S&P to a preferred stock issue and
indicates an extremely strong capacity to pay the preferred stock obligations.

A preferred stock issue rated AA also qualifies as a high-quality fixed income
security. The capacity to pay preferred stock obligations is very strong,
although not as overwhelming as for issues rated AAA.

An issue rated A is backed by a sound capacity to pay the preferred stock
obligations, although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions.

An issue rated BBB is regarded as backed by an adequate capacity to pay the
preferred stock obligations. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to make payments for a preferred stock in
this category than for issues in the A category.

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Preferred stock rated BB, B, and CCC are regarded, on balance, as predominantly
speculative with respect to the issuer's capacity to pay preferred stock
obligations. BB indicates the lowest degree of speculation and CCC the highest
degree of speculation. While such issues will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.

The rating CC is reserved for a preferred stock issue in arrears on dividends or
sinking fund payments but that is currently paying.

A preferred stock rated C is a non-paying issue.

A preferred stock rated D is a non-paying issue with the issuer in default on
debt instruments.

To provide more detailed indications of preferred stock quality, the ratings
from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign
to show relative standing within the major rating categories.

3. SHORT TERM MUNICIPAL LOANS

MOODY'S INVESTORS SERVICE, INC.

MIG-2/VMIG-2. This designation denotes high quality. Margins of protection are
ample although not so large as in the MIG-1/VMIG-1 group.

STANDARD AND POOR'S CORPORATION

SP-1. Very strong or strong capacity to pay principal and interest. Those
issues which are determined to possess overwhelming safety characteristics will
be given a plus (+) designation.

SP-2. Satisfactory capacity to pay principal and interest.

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SP-3. Speculative capacity to pay principal and interest.

4. OTHER MUNICIPAL SECURITIES AND COMMERCIAL PAPER

MOODY'S INVESTORS SERVICE, INC.

Moody's two highest ratings for short-term debt, including commercial paper, are
Prime-1 and Prime-2. Both are judged investment grade, to indicate the relative
repayment ability of rated issuers.

Issuers rated Prime-1 have a superior ability for repayment of senior short-term
debt obligations. Prime-1 repayment ability will often be evidenced by many of
the following characteristics:

-- Leading market positions in well-established industries.
-- High rates of return on funds employed.
-- Conservative capitalization structure with moderate reliance on debt
and ample asset protection.
-- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
-- Well-established access to a range of financial markets and assured
sources of alternate liquidity.

STANDARD AND POOR'S CORPORATION

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FITCH INVESTORS SERVICE, INC.

F-1+. Issues assigned this rating are regarded as having the strongest degree of
assurance for timely payment.

F-1. Issues assigned this rating reflect an assurance of timely payment only
slightly less in degree than issues rated F-1+.

F-2. Issues assigned this rating have a satisfactory degree of assurance for
timely payment, but the margin of safety is not as great as for issues assigned
F-1+ or F-1 rating.

F-S. Issues assigned this rating have characteristics suggesting a minimal
degree of assurance for timely payment and are vulnerable to near-term adverse
changes in financial and economic conditions.

D. Issues assigned this rating are in actual or imminent payment default.

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INVESTORS BOND FUND
TAXSAVER BOND FUND

APPENDIX B - DESCRIPTION OF MUNICIPAL SECURITIES

1. MUNICIPAL BONDS

Municipal Bonds which meet longer term capital needs and generally have
maturities of more than one year when issued, have three principal
classifications:

GENERAL OBLIGATION BONDS are issued by such entities as states, counties,
cities, towns, and regional districts. The proceeds of these obligations are
used to fund a wide range of public projects, including construction or
improvement of schools, highways and roads, and water and sewer systems. The
basic security behind General Obligation Bonds is the issuer's pledge of its
full faith and credit and taxing power for the payment of principal and
interest. The taxes that can be levied for the payment of debt service may be
limited or unlimited as to the rate or amount of special assessments.

REVENUE BONDS in recent years have come to include an increasingly wide variety
of types of municipal obligations. As with other kinds of municipal
obligations, the issuers of revenue bonds may consist of virtually any form of
state or local governmental entity, including states, state agencies, cities,
counties, authorities of various kinds, such as public housing or redevelopment
authorities, and special districts, such as water, sewer or sanitary districts.
Generally, revenue bonds are secured by the revenues or net revenues derived
from a particular facility, group of facilities, or, in some cases, the proceeds
of a special excise or other specific revenue source. Revenue bonds are issued
to finance a wide variety of capital projects including electric, gas, water and
sewer systems; highways, bridges, and tunnels; port and airport facilities;
colleges and universities; and hospitals. Many of these bonds provide
additional security in the form of a debt service reserve fund to be used to
make principal and interest payments. Various forms of credit enhancement, such
as a bank letter of credit or municipal bond insurance, may also be employed in
revenue bond issues. Housing authorities have a wide range of security,
including partially or fully insured mortgages, rent subsidized and/or
collateralized mortgages, and/or the net revenues from housing or other public
projects. Some authorities provide further security in the form of a state's
ability (without obligation) to make up deficiencies in the debt service reserve
fund.

In recent years, revenue bonds have been issued in large volumes for projects
that are privately owned and operated as described below.

PRIVATE ACTIVITY BONDS are considered municipal bonds if the interest paid
thereon is exempt from Federal income tax and are issued by or on behalf of
public authorities to raise money to finance various privately operated
facilities for business and manufacturing, housing and health. These bonds are
also used to finance public facilities such as airports, mass transit systems
and

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ports. The payment of the principal and interest on such bonds is dependent
solely on the ability of the facility's user to meet its financial obligations
and the pledge, if any, of real and personal property as security for such
payment.

2. MUNICIPAL NOTES

Municipal Notes generally are used to provide for short-term capital needs and
usually have maturities of one year or less. They include the following:

TAX ANTICIPATION NOTES are issued to finance working capital needs of
municipalities. Generally, they are issued in anticipation of various seasonal
tax revenues, such as income, sales, use and business taxes, and are payable
from these specific future taxes.

REVENUE ANTICIPATION NOTES are issued in expectation of receipt of other types
of revenues, such as Federal revenues available under the Federal Revenue
Sharing Programs.

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BOND ANTICIPATION NOTES are issued to provide interim financing until long-term
financing can be arranged. In most cases, the long-term bonds then provide the
money for the repayment of the Notes.

CONSTRUCTION LOAN NOTES are sold to provide construction financing. After
successful completion and acceptance, many projects receive permanent financing
through the Federal Housing Administration under the Federal National Mortgage
Association or the Government National Mortgage Association.

TAX-EXEMPT COMMERCIAL PAPER is a short-term obligation with a stated maturity
of 365 days or less. It is issued by agencies of state and local governments to
finance seasonal working capital needs or as short-term financing in
anticipation of longer term financing.

3. MUNICIPAL LEASES

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INVESTORS BOND FUND
TAXSAVER BOND FUND

APPENDIX C - HEDGING STRATEGIES

As discussed in the Prospectus, the Adviser to each Fund may engage in certain
options and futures strategies to attempt to hedge a Fund's portfolio. The
instruments in which the Fund may invest include (i) options on securities and
stock indexes, (ii) stock index and interest rate futures contracts ("futures
contracts"), and (iii) options on futures contracts. Use of these instruments
is subject to regulation by the Securities and Exchange Commission ("SEC"), the
several options and futures exchanges upon which options and futures are traded,
and the Commodity Futures Trading Commission ("CFTC").

The various hedging and income strategies referred to herein and in each Fund's
Prospectus are intended to illustrate the type of strategies that are available
to, and may be used by, the Adviser in managing a Fund's portfolio. Depending
on prevailing market conditions, use of these strategies may enable the Adviser
to reduce investment risks to which a Fund may be subject. No assurance can be
given, however, that any strategies will succeed.

The Funds will not use leverage in their hedging strategies. In the case of
transactions entered into as a hedge, a Fund will hold securities or other
options or futures positions whose values are expected to offset ("cover") its
obligations thereunder. A Fund will not enter into a hedging strategy that
exposes the Fund to an obligation to another party unless it owns either (1) an
offsetting ("covered") position or (2) cash, U.S. government securities or other
liquid, short-term debt securities with a value sufficient at all times to cover
its potential obligations. Each Fund will comply with guidelines established by
the SEC with respect to coverage and, if the guidelines so require, will set
aside cash, U.S. government securities or other liquid, high-grade debt
securities in a segregated account with its custodian in the prescribed amount.
Securities, options or futures positions used for cover and assets held in a
segregated account cannot be sold or closed out while the hedging strategy is
outstanding, unless they are replaced with similar assets. As a result, there
is a possibility that the use of cover or segregation involving a large
percentage of a Fund's assets could impede portfolio management or the Fund's
ability to meet redemption requests or other current obligations.

OPTIONS STRATEGIES. The Funds may purchase put and call options written by
others and write (sell) put and call options covering specified securities or
stock index-related amounts. A put option (sometimes called a "standby
commitment") gives the buyer of such option, upon payment of a premium, the
right to deliver a specified amount of a security or specified amount of cash
(on stock-index options) to the writer of the option on or before a fixed date
at a predetermined price. A call option (sometimes called a

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"reverse standby commitment") gives the purchaser of the option, upon payment of
a premium, the right to call upon the writer to deliver a specified amount of a
security or specified amount of cash (on stock-index options) or before a fixed
date, at a predetermined price. The predetermined prices may be higher or lower
than the market value of the underlying currency or security. A Fund may buy or
sell both exchange-traded and over-the-counter ("OTC") options. A Fund will
purchase or write an option only if that option is traded on a recognized U.S.
options exchange or if the Adviser believes that a liquid secondary market for
the option exists. When a Fund purchases an OTC option, it relies on the dealer
from which it has purchased the OTC option to make or take delivery of the
securities or currency underlying the option. Failure by the dealer to do so
would result in the loss of the premium paid by the Fund as well as the loss of
the expected benefit of the transaction. OTC options and the securities
underlying these options are currently treated as illiquid securities.

A Fund may purchase call options on equity securities that the Adviser intends
to include in the Fund's portfolio in order to fix the cost of a future
purchase. Call options may also be purchased as a means of participating in an
anticipated price increase of a security on a more limited risk basis than would
be possible if the security itself were purchased. In the event of a decline in
the price of the underlying security, use of this strategy would serve to limit
the potential loss to the Fund to the option premium paid; conversely, if the
market price of the underlying security increases above the exercise price and
the Fund either sells or exercises the option, any profit eventually realized
will be reduced by the premium paid. The Funds may similarly purchase put
options in order to hedge against a decline in market value of securities held
in its portfolio. The put enables a Fund to sell the underlying security at the
predetermined exercise price; thus the potential for loss to the Fund is limited
to the option premium paid. If the market price of the underlying security is
higher than the exercise price of the put, any profit the Fund realizes on the
sale of the security would be reduced by the premium paid for the put option
less any amount for which the put may be sold.

A Fund may write covered call options when the Adviser believes that the market
value of the underlying security will not rise to a value greater than the
exercise price plus the premium received. Call options may also be written to
provide limited protection against a decrease in the market price of a security,
in an amount equal to the call premium received less any transaction costs. The
Fund may write covered put options only to effect closing transactions.

A Fund may purchase and write put and call options on stock indexes in much the
same manner as the equity and debt security options discussed above, except that
stock index options may serve as a hedge against overall fluctuations in the
securities markets (or market sectors) or as a means of participating in an
anticipated price increase in those markets. The effectiveness of hedging
techniques using stock index options will depend on the extent to which price
movements in the stock index selected correlate with price movements of the
securities which are being hedged. Stock index options are settled exclusively
in cash.

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SPECIAL CHARACTERISTICS AND RISKS OF OPTIONS TRADING. The Funds may effectively
terminate their right or obligation under an option contract by entering into a
closing transaction. For instance, if a Fund wished to terminate its potential
obligation to sell securities under a call option it had written, a call option
of the same series (an identical call option) would be purchased by the Fund.
Closing transactions essentially permit the Funds to realize profits or limit
losses on its options positions prior to the exercise or expiration of the
option. In addition:

(1) The successful use of options as a hedging strategy depends upon the
Adviser's ability to forecast the direction of price fluctuations in the
underlying securities markets, or in the case of a stock index option,
fluctuations in the market sector represented by the index.

(2) Options normally have expiration dates of up to nine months. Options that
expire unexercised have no value. Unless an option purchased by a Fund is
exercised or unless a closing transaction is effected with respect to that
position, a loss will be realized in the amount of the premium paid.

(3) A position in an exchange listed option may be closed out only on an
exchange which provides a market for identical options. Most exchange listed
options relate to equity securities. Exchange markets for options on debt
securities are relatively new and the ability to establish and close out
positions on the exchanges is subject to the maintenance of a liquid secondary
market. Closing transactions may be effected with respect to options traded in
the over-the-counter markets (currently the primary markets for options on debt
securities) only by negotiating directly with the other party to the option
contract or in a secondary market for the option if such market exists. There
is no assurance that a liquid secondary market will exist for any particular
option at any specific time. If it is not possible to effect a closing
transaction, a Fund would have to exercise the option which it purchased in
order to realize any profit. The inability to effect a closing transaction on
an option written by a Fund may result in material losses to that Fund.

(4) The Funds' activities in the options markets may result in a higher
portfolio turnover rate and additional brokerage costs.

FUTURES STRATEGIES. Several futures contracts on broad-based stock indexes
currently are traded; these include the Standard & Poor's 500 Stock Index on the
Chicago Mercantile Exchange, the New York Stock Exchange Composite Stock Index
on the New York Futures Exchange and the Major Market Index on the Chicago Board
of Trade. In addition, several interest rate futures contracts currently are
traded; these include various futures contracts on Treasury bonds, notes and
bills on the Chicago Board of Trade as well as a 30 Interest Rate contract also
traded on the Chicago Board of Trade.

Futures contracts on a municipal bond index are traded on the Chicago Board of
Trade. This index assigns relative values, which fluctuate in accordance with
current market

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conditions, to the municipal bonds comprising the index. Options on various of
these futures contracts are also traded.

A futures contract is a bilateral agreement wherein one party agrees to accept,
and the other party agrees to make, delivery of cash or securities as called for
in the contract at a specified future date and at a specified price. For stock
index futures contracts, delivery is of an amount of cash equal to a specified
dollar amount times the difference between the stock index value at the time of
the contract and the close of trading of the contract. For interest rate
futures contracts, delivery is of the underlying debt securities.

A Fund may sell stock index futures contracts in anticipation of a general
market or market sector decline that may adversely affect the market values of
the Fund's securities. To the extent that the Fund's portfolio correlates with
a given stock index, the sale of futures contracts on that index could reduce
the risks associated with a market decline and thus provide an alternative to
the liquidation of securities positions. The Funds may purchase a stock index
futures contract if a significant market or market sector advance is
anticipated. These purchases would serve as a temporary substitute for the
purchase of individual stocks, which stocks may then be purchased in the future.

The Fund may purchase call options on a stock index future as a means of
obtaining temporary exposure to market appreciation at limited risk. This
strategy is analogous to the purchase of a call option on an individual stock,
in that it can be used as a temporary substitute for a position in the stock
itself. A Fund may purchase a call option on a stock index future to hedge
against a market advance in stocks which the Fund planned to acquire at a future
date. The Fund may also purchase put options on stock index futures contracts.
These purchases are analogous to the purchase of protective puts on individual
stocks, where a level of protection is sought below which no additional economic
loss would be incurred by the Fund. The Funds may write covered call options on
stock index future contracts as a partial hedge against a decline in the prices
of stocks held in the Funds' portfolio. This is analogous to writing covered
call options on securities.

A Fund may use interest rate futures contracts and options thereon to hedge its
portfolio against changes in the general level of interest rates. A Fund may
purchase an interest rate futures contract when it intends to purchase debt
securities but has not yet done so. This strategy may minimize the effect of
all or part of an increase in the market price of the debt security which the
Fund intended to purchase in the future. A Fund may sell an interest rate
futures contract in order to continue to receive the income from a debt
security, while endeavoring to avoid part or all of the decline in market value
of that security which would accompany an increase in interest rates.

A Fund may purchase a call option on an interest rate futures contract to hedge
against a market advance in debt securities which the Fund planned to acquire at
a future date. The purchase of a call option on an interest rate futures
contracts is analogous to the purchase of a call option on an individual debt
security which can be used as a temporary substitute for a position in the
security itself. A Fund may also write covered call options on

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interest rate futures contracts as a partial hedge against a decline in the
price of debt securities held in the Fund's portfolio or purchase put options on
interest rate futures contracts in order to hedge against a decline in the value
of debt securities held in the Fund's portfolio.

SPECIAL CHARACTERISTICS AND RISKS OF FUTURES AND RELATED OPTIONS TRADING. The
following relate to each Fund's use of futures contracts and options on futures
contracts and, to the extent in the future they were to be permitted, foreign
currency and other options traded on a commodities exchange (collectively,
"futures contracts and related options").

No price is paid upon entering into futures contracts. Instead, upon entering
into a futures contract, a Fund would be required to deposit with its custodian
in a segregated account in the name of the futures broker an amount of cash or
U.S. government securities generally equal to 5% or less of the contract value.
This amount is known as "initial margin." Subsequent payments, called
"variation margin," to and from the broker, would be made on a daily basis as
the value of the futures position varies, a process known as "marking to the
market." When writing a call option on a futures contract, variation margin
must be deposited in accordance with applicable exchange rules. The initial
margin in futures transactions is in the nature of a performance bond or good-
faith deposit on the contract that is returned to the Fund upon termination of
the contract, assuming all contractual obligations have been satisfied.

Holders and writers of futures and related options can enter into offsetting
closing transactions, similar to closing transactions on options, by selling or
purchasing, respectively, a futures contract or related option with the same
terms as the position held or written. Positions in futures contracts may be
closed only on an exchange providing a secondary market for the futures
contracts.

Under certain circumstances, futures exchanges may establish daily limits in the
amount that the price of a futures contract or related option may vary either up
or down from the previous day's settlement price. Once the daily limit has been
reached in a particular contract, no trades may be made that day at a price
beyond that limit. Futures or options contract prices could move to the daily
limit for several consecutive trading days with little or no trading and thereby
prevent prompt liquidation of positions. In such event, it may not be possible
for a Fund to close a position, and in the event of adverse price movements, a
Fund would have to make daily cash payments of variation margin (except in the
case of purchased options). In addition:

(1) Successful use by a Fund of futures contracts and related options will
depend upon the Adviser's ability to predict movements in the direction of the
overall securities and interest rate markets, which requires different skills
and techniques than predicting changes in the prices of individual securities.
Moreover, futures contracts relate not to the current level of the underlying
instrument but to the anticipated levels at some point in the future; thus, for
example, trading of stock index futures may not reflect the trading

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of the securities which are used to formulate an index or even actual
fluctuations in the relevant index itself.

(2) The price of futures contracts may not correlate perfectly with movement in
the price of the hedged securities due to price distortions in the futures
market. There may be several reasons unrelated to the value of the underlying
securities which cause this situation to occur. As a result, a correct forecast
of general market trends may still not result in successful hedging through the
use of futures contracts over the short term. Activities of large traders in
both the futures and securities markets involving arbitrage and other investment
strategies may result in temporary price distortions.

(3) Although the Funds intend to purchase or sell futures only on exchanges or
boards of trade where there appears to be an active secondary market, there is
no assurance that a liquid secondary market will exist for any particular
contract at any particular time. In such event, it may not be possible to close
a futures position, and in the event of adverse price movements, the Funds would
continue to be required to make daily cash payments of variation margin.

(4) Like other options, options on futures contracts have a limited life. The
Funds will not trade options on futures contracts unless and until, in the
Adviser's opinion, the market for such options has developed sufficiently that
the risks in connection with options are not greater than the risks in
connection with futures transactions.

(5) Purchasers of options on futures contracts pay a premium in cash at the
time of purchase. This amount and the transaction costs is all that is at risk.
Sellers of options on futures contracts, however, must post an initial margin
and are subject to additional margin calls which could be substantial in the
event of adverse price movements.

(6) Each Fund's activities in the futures markets may result in a higher
portfolio turnover rate and additional transaction costs in the form of added
brokerage commissions.

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PAYSON VALUE FUND

PAYSON BALANCED FUND

Investment Advisor: Account Information and
H.M. Payson & Co. Shareholder Servicing:
One Portland Square Forum Financial Corp.
P.O. Box 31 P.O. Box 446
Portland, Maine 04112 Portland, Maine 04112
207-772-3761 207-879-0009
800-456-6710

- --------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION
August 1, 1995

As Amended January 5, 1996

Forum Funds (the "Trust") is a registered open-end investment company. This
Statement of Additional Information supplements the Prospectus offering shares
of Payson Value Fund and Payson Balanced Fund (collectively the "Funds" and
individually a "Fund") and should be read only in conjunction with the
Prospectus, a copy of which may be obtained by an investor without charge by
contacting the Trust's Distributor, Forum Financial Services, Inc., Two Portland
Square, Portland, Maine 04101.

TABLE OF CONTENTS
Page
----
1. Investment Policies . . . . . . . . 2
2. Investment Limitations. . . . . . . 6
3. Performance Data. . . . . . . . . . 8
4. Management. . . . . . . . . . . . . 11
5. Determination of Net Asset Value. . 17
6. Portfolio Transactions. . . . . . . 18
7. Additional Purchase and
Redemption Information . . . . . 19
8. Taxation. . . . . . . . . . . . . . 20
9. Other Information . . . . . . . . . 21

Appendix A - Description of Securities Ratings

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS.

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1. INVESTMENT POLICIES

Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation
("S&P") and other nationally recognized statistical rating organizations
("NRSROs") are private services that provide ratings of the credit quality of
debt obligations, including convertible securities. A description of the range
of ratings assigned to bonds and other securities by several NRSROs is included
in Appendix A to this Statement of Additional Information. The Funds may use
these ratings to determine whether to purchase, sell or hold a security.
However, ratings are general and are not absolute standards of quality.
Consequently, securities with the same maturity, interest rate and rating may
have different market prices. If an issue of securities ceases to be rated or
if its rating is reduced after it has been purchased by a Fund, H.M. Payson &
Co. (the "Advisor"), the Funds' investment advisor will determine whether the
Fund should continue to hold the obligation. Credit ratings attempt to evaluate
the safety of principal and interest payments and do not evaluate the risks of
fluctuations in market value. Also, rating agencies may fail to make timely
changes in credit ratings. An issuer's current financial condition may be
better or worse than a rating indicates.

Each Fund may retain securities whose rating has been lowered below the lowest
permissible rating category (or that are unrated and determined by the Advisor
to be of comparable quality) if the Advisor determines that retaining such
security is in the best interests of the Fund.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS

The use of when-issued transactions and forward commitments enables the Funds to
hedge against anticipated changes in interest rates and prices. For instance,
in periods of rising interest rates and falling bond prices, a Fund might sell
securities which it owned on a forward commitment basis to limit its exposure to
falling prices. In periods of falling interest rates and rising bond prices, a
Fund might sell a security and purchase the same or a similar security on a
when-issued or forward commitment basis, thereby obtaining the benefit of
currently higher cash yields. However, if the Advisor were to forecast
incorrectly the direction of interest rate movements, the Fund might be required
to complete such when-issued or forward commitment transactions at prices
inferior to the current market values.

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ILLIQUID SECURITIES

The Trust's Board of Directors ("Board") has the ultimate responsibility for
determining whether specific securities are liquid or illiquid. The Board has
delegated the function of making day-to-day determinations of liquidity to the
Advisor, pursuant to guidelines approved by the Board. The Advisor takes into
account a number of factors in reaching liquidity decisions, including but not
limited to: (1) the frequency of trades and quotations for the security; (2) the
number of dealers willing to purchase or sell the security and the number of
other potential buyers; (3) the willingness of dealers to undertake to make a
market in the security; and (4) the nature of the marketplace trades, including
the time needed to dispose of the security, the method of soliciting offers and
the mechanics of the transfer. The Advisor monitors the liquidity of the
securities in each Fund's portfolio and reports periodically on such decisions
to the Board.

CONVERTIBLE SECURITIES

The Funds may invest in convertible securities. A convertible security is a
bond, debenture, note, preferred stock or other security that may be converted
into or exchanged for a prescribed amount of common stock of the same or a
different issuer within a particular period of time at a specified price or
formula. A convertible security entitles the holder to receive interest paid or
accrued on debt or the dividend paid on preferred stock until the convertible
security matures or is redeemed, converted or exchanged. Before conversion,
convertible securities have characteristics similar to nonconvertible debt
securities in that they ordinarily provide a stable stream of income with
generally higher yields than those of common stocks of the same or similar
issuers. Convertible securities rank senior to common stock in a corporation's
capital

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structure but are usually subordinated to comparable nonconvertible securities.
Although no securities investment is without some risk, investment in
convertible securities generally entails less risk than in the issuer's common
stock. However, the extent to which such risk is reduced depends in large
measure upon the degree to which the convertible security sells above its value
as a fixed income security. Convertible securities have unique investment
characteristics in that they generally (1) have higher yields than common
stocks, but lower yields than comparable non-convertible securities, (2) are
less subject to fluctuation in value than the underlying stocks since they have
fixed income characteristics and (3) provide the potential for capital
appreciation if the market price of the underlying common stock increases.

The value of a convertible security is a function of its "investment value"
(determined by its yield comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into the
underlying common stock). The investment value of a convertible security is
influenced by changes in interest rates, with investment value declining as
interest rates increase and increasing as interest rates decline. The credit
standing of the issuer and other factors also may have an effect on the
convertible security's investment value. The conversion value of a convertible
security is determined by the market price of the underlying common stock. If
the conversion value is low relative to the investment value, the price of the
convertible security is governed principally by its investment value and
generally the conversion value decreases as the convertible security approaches
maturity. To the extent the market price of the underlying common stock
approaches or exceeds the conversion price, the price of the convertible
security will be increasingly influenced by its conversion value. In addition,
a convertible security generally will sell at a premium over its conversion
value determined by the extent to which investors place value on the right to
acquire the underlying common stock while holding a fixed income security.

A convertible security may be subject to redemption at the option of the issuer
at a price established in the convertible security's governing instrument. If a
convertible security held by a Fund is called for redemption, the Fund will be
required to permit the issuer to redeem the security, convert it into the
underlying common stock or sell it to a third party.

TEMPORARY DEFENSIVE POSITION.

When a Fund assumes a temporary defensive position it may invest in (i) short-
term U.S. Government Securities, (ii) certificates of deposit, bankers'
acceptances and interest-bearing savings deposits of commercial banks doing
business in the United States that have, at the time of investment, total assets
in excess of one billion dollars and that are insured by the Federal Deposit
Insurance Corporation, (iii) commercial paper of prime quality rated Prime-2 or
higher by Moody's or A-2 or higher by S&P or, if not rated, determined by the
Adviser to be of comparable quality, (iv) repurchase agreements consisting of
the types of securities in which the Fund may invest directly and (v) money
market mutual funds.

The Funds may invest in the securities of other investment companies within the
limits proscribed by the 1940 Act. Under normal circumstances, each Fund
intends to invest less than

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5% of the value of its net assets in the securities of other investment
companies. In addition to the Fund's expenses (including the various fees), as
a shareholder in another investment company, a Fund would bear its pro rata
portion of the other investment company's expenses (including fees).

FUTURES CONTRACTS AND OPTIONS

Each Fund may in the future seek to hedge against a decline in the value of
securities it owns or an increase in the price of securities which it plans to
purchase through the writing and purchase of exchange-traded and over-the-
counter options and the purchase and sale of futures contracts and options on
those futures contracts. Payson Value Fund may buy or sell stock index futures
contracts, such as contracts on the S&P 500 stock index, and Payson Balanced
Fund may buy and sell bond index futures contracts. In addition, both Funds may
buy or sell futures contracts on Treasury bills, Treasury bonds and other
financial instruments. The Funds may write covered options and buy options on
the futures contracts in which they may invest.

In addition, the Funds may write (sell) covered put and call options and may buy
put and call options on debt securities and bond indices. An option is covered
if, so long as the Fund is obligated under the option, it owns an offsetting
position in the underlying security, currency or futures contract or maintains
cash, U.S. Government Securities or other liquid, high-grade debt securities in
a segregated account with a value at all times sufficient to cover the Fund's
obligation under the option.

The Funds' use of options and futures contracts would subject the Funds to
certain investment risks and transaction costs to which they might not otherwise
be subject. These risks include: (1) dependence on the Advisor's ability to
predict movements in the prices of individual securities and fluctuations in the
general securities markets; (2) imperfect correlation between movements in the
prices of options, futures contracts or related options and movements in the
price of the securities hedged or used for cover; (3) the fact that skills and
techniques needed to trade these instruments are different from those needed to
select the other securities in which the Funds invest; (4) lack of assurance
that a liquid secondary market will exist for any particular instrument at any
particular time; and (5) the possible need to defer closing out of certain
options, futures contracts and related options to avoid adverse tax
consequences. Other risks include the inability of the Fund, as the writer of
covered call options, to benefit from the appreciation of the underlying
securities above the exercise price and the possible loss of the entire premium
paid for options purchased by the Fund.

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A Fund will only invest in futures and options contracts after providing notice
to its shareholders and filing a notice of eligibility (if required) and
otherwise complying with the requirements of the Commodity Futures Trading
Commission ("CFTC"). The CFTC's rules provide that the Funds are permitted to
purchase such futures or options contracts only (1) for bona fide hedging
purposes within the meaning of the rules of the CFTC; provided, however, that in
the alternative with respect to each long position in a futures or options
contract entered into by a Fund, the underlying commodity value of such contract
at all times does not exceed the sum of cash, short-term United States debt
obligations or other United States dollar denominated short-term money market
instruments set aside for this purpose by the Fund, accrued profit on the
contract held with a futures commission merchant and cash proceeds from existing
Fund investments due in 30 days; and (2) subject to certain limitations.

2. INVESTMENT LIMITATIONS

The Funds have adopted the following fundamental investment limitations which
are in addition to those contained in the Funds' Prospectus and which may not be
changed without shareholder approval. Each Fund may not:

(3) Purchase securities, other than U.S. Government Securities, of any one
issuer, if (a) more than 5% of the Fund's total assets taken at market
value would at the time of purchase be invested in the securities of
that issuer, or (b) such purchase would at the time of purchase cause
the Fund to hold more than 10% of the outstanding voting securities of
that issuer. Up to 75% of the Fund's total assets may be invested
without regard to this limitation.

(6) Purchase or sell real estate or any interest therein, except that the
Fund may invest in securities issued or guaranteed by corporate or
governmental entities secured

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by real estate or interests therein, such as mortgage pass-throughs
and collateralized mortgage obligations, or issued by companies that
invest in real estate or interests therein.

(7) Purchase or sell physical commodities or contracts relating to
physical commodities, provided that currencies and currency-related
contracts will not be deemed to be physical commodities.

(9) Invest in interests in oil or gas or interests in other mineral
exploration or development programs.

Each Fund has adopted the following nonfundamental investment limitations that
may be changed by the Board without shareholder approval. Each Fund may not:

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interest by an issuer in whose securities the Fund could invest, if as
a result, more than 5% of the value of the Fund's total assets would
be so invested.

(e) Invest in or hold securities of any issuer if officers and directors
of the Trust or the Advisor, individually owning beneficially more
than 1/2 of 1% of the securities of the issuer, in the aggregate own
more than 5% of the issuer's securities.

(h) Invest in oil, gas or other mineral exploration or development
programs, or leases, provided that the Fund may invest in securities
issued by companies engaged in such activities.

(i) Purchase or sell real property (including limited partnership
interests but excluding readily marketable interests in real estate
investment trusts or readily marketable securities of companies which
invest in real estate.)

(j) Invest in warrants if (i) more than 5% of the value of the Fund's net
assets will be invested in warrants (valued at the lower of cost or
market) or (ii) more than 2% of the value of the Fund's net assets
would be invested in warrants which are not listed on the New York
Stock Exchange or the American Stock Exchange. For purpose of this
limitation, warrants acquired by the Fund in units or attached to
securities are deemed to have no value.

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3. PERFORMANCE DATA

The Funds may quote performance in various ways. All performance information
supplied by the Funds in advertising is historical and is not intended to
indicate future returns. A Fund's net asset value, yield and total return
fluctuate in response to market conditions and other factors, and the value of
Fund shares when redeemed may be more or less than their original cost.

Total returns for the year ended March 31, 1995 and average annual total returns
for the periods from commencement of operations to through March 31, 1995 are as
follows.

Total Return Since
Total Return 1 Year Inception
------------------- ---------

PAYSON VALUE FUND 6.52% 10.90%

Total Return Since
Total Return 1 Year Inception
------------------ ---------

PAYSON BALANCED FUND 6.00% 9.28%

Payson Value Fund commenced operations on July 31, 1992. Payson Balanced Fund
commenced operations on November 25, 1991.

In performance advertising the Funds may compare any of their performance
information with data published by independent evaluators such as Morningstar,
Lipper Analytical Services, Inc., IBC/Donoghue, Inc., CDC/Wiesenberger or other
companies which track the investment performance of investment companies ("Fund
Tracking Companies"). In addition, a Fund may compare any of its performance
information with the performance of recognized stock, bond and other indexes,
including but not limited to the Salomon Brothers Bond Index, the Shearson
Lehman Bond Index, the Standard & Poor's 500 Composite Stock Price Index, the
Dow Jones Industrial Average, and changes in the Consumer Price Index as
published by the U.S. Department of Commerce. A Fund may refer in such
materials to mutual fund performance rankings and other data published by Fund
Tracking Companies. Performance advertising may also refer to discussions of a
Fund and comparative mutual fund data and ratings reported in independent
periodicals, such as newspapers and financial magazines.

YIELD CALCULATIONS

Yields for a Fund used in advertising are computed by dividing the Fund's
interest income for a given 30-day or one-month period, net of expenses, by the
average number of shares entitled to receive distributions during the period,
dividing this figure by the Fund's net asset value per share at the end of the
period and annualizing the result (assuming compounding of income) in order to
arrive at an annual percentage rate. In general, interest income is reduced
with respect to bonds purchased at a premium over their par value by subtracting
a portion of the premium from

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income on a daily basis, and is increased with respect to bonds purchased at a
discount by adding a portion of the discount to daily income. Capital gain and
loss generally are excluded from these calculations.

Income calculated for the purpose of determining a Fund's yield differs from
income as determined for other accounting purposes. Because of the different
accounting methods used, and because of the compounding assumed in yield
calculations, the yield quoted for a Fund may differ from the rate of
distribution the Fund paid over the same period or the rate of income reported
in the Fund's financial statements.

TOTAL RETURN CALCULATIONS

Each of the Funds may advertise total return. Total returns quoted in
advertising reflect all aspects of a Fund's return, including the effect of
reinvesting dividends and capital gain distributions, and any change in the
Fund's net asset value per share over the period. Average annual returns are
calculated by determining the growth or decline in value of a hypothetical
historical investment in a Fund over a stated period, and then calculating the
annually compounded percentage rate that would have produced the same result if
the rate of growth or decline in value had been constant over the period. While
average annual returns are a convenient means of comparing investment
alternatives, investors should realize that the performance is not constant over
time but changes from year to year, and that average annual returns represent
averaged figures as opposed to the actual year-to-year performance of the Funds.

Average annual total return is calculated by finding the average annual
compounded rates of return of a hypothetical investment over a given period
according to the following formula:

P(1+T)to the power of n = ERV

Where:

P = a hypothetical initial payment of $1,000;
T = average annual total return;

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n = number of years; and
ERV = ending redeemable value.

ERV is the value, at the end of the applicable period, of a hypothetical $1,000
payment made at the beginning of the applicable period.

Period total return is calculated according to the following formula:

PT = (ERV/P-1)

Where:

PT = period total return.
The other definitions are the same as in
average annual total return above.

4. MANAGEMENT

The directors and officers of the Trust and their principal occupations during
the past five years are set forth below.

John Y. Keffer, Chairman and President.

President and Director, Forum Financial Services, Inc. (a registered
broker-dealer), Forum Financial Corp. (a registered transfer agent) and
Forum Advisors, Inc. (a registered investment adviser). Mr. Keffer is a
director and/or officer of various registered investment companies for
which Forum Financial Services, Inc. serves as manager, administrator
and/or distributor. His address is Two Portland Square, Portland, Maine
04101.

Costas Azariadis, Director.

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James C. Cheng, Director.

J. Michael Parish, Director.

Mark D. Kaplan, Vice President, Assistant Treasurer and Assistant Secretary.

Michael D. Martins, Treasurer.

David I. Goldstein, Secretary.

Dana A. Lukens, Assistant Secretary

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Renee A. Walker, Assistant Secretary.

Fund Administrator, Forum Financial Services, Inc., with which she has been
associated since December 1994. Prior thereto, Ms. Walker was employed by
Longwood Partners, Investment Partnership and Paine Webber, Inc. in Boston,
Massachusetts. Her address is Two Portland Square, Portland, Maine 04101.

John Y. Keffer is an interested person of the Trust as that term is defined in
the 1940 Act.

ADVISOR

The Advisor furnishes at its own expense all services, facilities and personnel
necessary in connection with managing each Fund's investments and effecting
portfolio transactions for each Fund, pursuant to an investment advisory
agreement between the Advisor and the Trust (the "Advisory Agreement"). The
Advisory Agreement provides, with respect to each Fund, for an initial term of
two years from its effective date and for its continuance in effect for
successive twelve-month periods thereafter, provided the agreement is
specifically approved at least annually by the Board or, with respect to either
Fund, by vote of the shareholders of that Fund, and in either case by a majority
of the directors who are not parties to the Advisory Agreement or interested
persons of any such party.

The Advisory Agreement is terminable without penalty by the Trust with respect
to a Fund on 60 days' written notice when authorized either by vote of the
Fund's shareholders or by a vote of a majority of the Board, or by the Advisor
on not more than 60 days' nor less than 30 days' written notice, and will
automatically terminate in the event of its assignment. The Advisory Agreement
also provides that, with respect to each Fund, the Advisor shall not be liable
for any error of judgment or mistake of law or for any act or omission in the
performance of its duties to the Fund, except for willful misfeasance, bad faith
or gross negligence in the performance of the Advisor's duties or by reason of
reckless disregard of its obligations and duties under the Advisory Agreement.
In addition, under the Advisory Agreement, if the Advisor ceases to act as a
Fund's investment advisor, or in the event the Advisor so requests in writing,
the Trust will change a Fund's name so as not to include the word "Payson." The
Advisory Agreement provides that the Advisor may render services to others.

For its services under the Investment Advisory Agreement, H.M. Payson & Co.
receives with respect to each Fund a fee at an annual rate of 0.80% and 0.60% of
the average daily net assets of Payson Value Fund and Payson Balanced Fund,
respectively. Fees payable under the Advisory Agreement with respect to each
Fund are outlined in the following tables:

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PAYSON VALUE FUND

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------

1995 $51,285 $0 $51,285
1994 $27,628 $1,434 $26,194
1993 $7,034 $7,034 $0

PAYSON BALANCED FUND

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------

1995 $75,058 $0 $75,058
1994 $50,158 $2,662 $47,496
1993 $23,512 $23,512 $0

In addition to receiving its advisory fee from the Funds, the Advisor may also
act and be compensated as investment manager for its clients with respect to
assets which are invested in a Fund. In some instances the Advisor may elect to
credit against any investment management fee received from a client who is also
a shareholder in a Fund an amount equal to all or a portion of the fees received
by the Advisor or any affiliate of the Advisor from a Fund with respect to the
client's assets invested in that Fund.

MANAGER AND DISTRIBUTOR

Forum Financial Services, Inc. ("Forum") was incorporated under the laws of the
State of Delaware on February 7, 1986 and supervises the overall management of
the Trust (which includes, among other responsibilities, negotiation of
contracts and fees with, and monitoring of performance and billing of, the
transfer agent and custodian and arranging for maintenance of books and records
of the Trust), provides the Trust with general office facilities and serves as
distributor of shares of the Funds pursuant to a management and distribution
agreement between Forum and the Trust (the "Management and Distribution
Agreement"). The Management and Distribution Agreement provided, with respect
to each Fund, for an initial term of one year from its effective date and for
its continuance in effect for successive twelve-month periods thereafter,
provided the agreement is specifically approved at least annually by the Board
or, with respect to either Fund, by the shareholders of that Fund, and in either
case by a majority of the directors who are not parties to the Management and
Distribution Agreement or interested persons of any such party and do not have
any direct or indirect financial interest in the Distribution Plan or in any
agreement related to the Distribution Plan. (See "Management -- Distribution
Plan.")

The Management and Distribution Agreement terminates automatically if it is
assigned and may be terminated without penalty with respect to either Fund by
vote of that Fund's shareholders or by either party on not more than 60 days'
nor less than 30 days' written notice. The

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Management and Distribution Agreement also provides that Forum shall not be
liable for any error of judgment or mistake of law or for any act or omission in
the administration or management of the Trust, except for willful misfeasance,
bad faith or gross negligence in the performance of Forum's duties or by reason
of reckless disregard of its obligations and duties under the Management and
Distribution Agreement.

For its services under the Management Agreement, Forum receives with respect to
each Fund a fee at an annual rate of 0.20% of the average daily net assets of
the Fund. Fees payable under the Management Agreement with respect to each Fund
are outlined in the following tables:

PAYSON VALUE FUND

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------

1995 $12,821 $12,821 $0
1994 $6,907 $6,907 $0
1993 $1,758 $1,758 $0

PAYSON BALANCED FUND

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------
1995 $25,019 $25,019 $0
1994 $16,719 $16,719 $0
1993 $7,837 $7,837 $0

Forum has agreed to reimburse the Trust for certain of each Fund's operating
expenses which in any year exceed the limits prescribed by any state in which a
Fund's shares are qualified for sale. The Trust may elect not to qualify Fund
shares for sale in every state.

Forum believes that currently the most restrictive expense ratio limitation
imposed by any state is 2-1/2% of the first $30 million of each Funds' average
net assets, 2% of the next $70 million of its average net assets and 1-1/2% of
its average net assets in excess of $100 million. For the purpose of this
obligation to reimburse expenses, the Funds' annual expenses are estimated and
accrued daily, and any appropriate estimated payments will be made by Forum
monthly.

Subject to the obligations of Forum to reimburse the Trust for its excess
expenses as described in the Prospectus, the Trust has confirmed its obligation
to pay all of its other expenses, including:

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interest charges, taxes, brokerage fees and commissions; certain insurance
premiums; fees, interest charges and expenses of the custodian, transfer agent
and dividend disbursing agent; telecommunications expenses; auditing, legal and
compliance expenses; costs of forming the corporation and maintaining corporate
existence; costs of preparing and printing the Trust's prospectuses, statements
of additional information, account application forms and shareholder reports and
delivering them to existing and prospective shareholders; costs of maintaining
books of original entry for portfolio and fund accounting and other required
books and accounts and of calculating the net asset value of shares of the
Trust; costs of reproduction, stationery and supplies; compensation of
directors, officers and employees of the Trust and costs of other personnel
performing services for the Trust who are not officers of the Advisor, Forum or
their respective affiliates; costs of corporate meetings; Securities and
Exchange Commission registration fees and related expenses; state securities
laws registration fees and related expenses; fees payable to the Advisor under
the Advisory Agreement and to Forum under the Management and Distribution
Agreement and all other fees and expenses paid by the Trust under the
Distribution Plan.

DISTRIBUTION PLAN

In accordance with Rule 12b-1 under the 1940 Act, the Trust adopted a
distribution plan (the "Plan") which provides that all written agreements
relating to the Plan must be in a form satisfactory to the Board. In addition,
the Plan requires the Trust, the Advisor and Forum to prepare, at least
quarterly, written reports setting forth all amounts expended for distribution
purposes by the Trust, the Advisor and Forum pursuant to the Plan and
identifying the distribution activities for which those expenditures were made.

The Plan provides that it will remain in effect for one year from the date of
its adoption and thereafter shall continue in effect provided it is approved at
least annually by the shareholders or by the Board, including a majority of
directors who are not interested persons of the Trust and who have no direct or
indirect interest in the operation of the Plan or in any agreement related to
the Plan. The Plan further provides that it may not be amended to increase
materially the costs which may be borne by the Trust for distribution pursuant
to the Plan without shareholder approval and that other material amendments of
the Plan must be approved by the directors in the manner described in the
preceding sentence. The Plan may be terminated at any time by a vote of the
Board or, with respect to either Fund, by the Fund's shareholders.

During the fiscal year ended March 31, 1993, neither Fund paid any distribution
related expenses pursuant to the Distribution Plan.

TRANSFER AGENT

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Forum Financial Corp. (the "Transfer Agent") acts as transfer agent of the Trust
pursuant to a transfer agency agreement (the "Transfer Agency Agreement"). The
Transfer Agency Agreement provided, with respect to each Fund, for an initial
term of one year from its effective date and for its continuance in effect for
successive twelve-month periods thereafter, provided that the agreement is
specifically approved at least annually by the Board or, with respect to either
Fund, by a vote of the shareholders of that Fund, and in either case by a
majority of the directors who are not parties to the Transfer Agency Agreement
or interested persons of any such party at a meeting called for the purpose of
voting on the Transfer Agency Agreement.

Among the responsibilities of the Transfer Agent as agent for the Trust are:
(1) answering customer inquiries regarding account status and history, the
manner in which purchases and redemptions of shares of the Funds may be effected
and certain other matters pertaining to the Funds; (2) assisting shareholders in
initiating and changing account designations and addresses; (3) providing
necessary personnel and facilities to establish and maintain shareholder
accounts and records, assisting in processing purchase and redemption
transactions and receiving wired funds; (4) transmitting and receiving funds in
connection with customer orders to purchase or redeem shares; (5) verifying
shareholder signatures in connection with changes in the registration of
shareholder accounts; (6) furnishing periodic statements and confirmations of
purchases and redemptions; (7) arranging for the transmission of proxy
statements, annual reports, prospectuses and other communications from the Trust
to its shareholders; (8) arranging for the receipt, tabulation and transmission
to the Trust of proxies executed by shareholders with respect to meetings of
shareholders of the Trust; and (9) providing such other related services as the
Trust or a shareholder may reasonably request.

The Transfer Agent or any sub-transfer agent or processing agent may also act
and receive compensation as custodian, investment manager, nominee, agent or
fiduciary for its customers or clients who are shareholders of the Funds with
respect to assets invested in the Funds. The Transfer Agent or any sub-transfer
agent or other processing agent may elect to credit against the fees payable to
it by its clients or customers all or a portion of any fee received from the
Trust or from the Transfer Agent with respect to assets of those customers or
clients invested in the Funds. The Transfer Agent, Forum or sub-transfer agents
or processing agents retained by the Transfer Agent may be Processing
Organizations (as defined in the Prospectus) and, in the case of sub-transfer
agents or processing agents, may also be affiliated persons of the Transfer
Agent or Forum.

PAYSON VALUE FUND

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------

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1995 $16,027 $3,820 $12,207
1994 $8,634 $8,634 $0
1993 $2,198 $0 $0

PAYSON BALANCED FUND

FISCAL YEAR ENDED
MARCH 31 GROSS FEE WAIVED FEE NET FEE
-------- --------- ---------- -------

1995 $31,274 $19,059 $12,215
1994 $20,899 $20,899 $0
1993 $9,797 $0 $0

Pursuant to a Fund Accounting Agreement, the Transfer Agent also provides the
Funds with portfolio accounting, including the calculation of the Funds' net
asset value. For these services, the Transfer Agent receives with respect to
each Fund an annual fee ranging from $36,000 to $60,000 depending upon the
amount and type of the Fund's portfolio transactions and positions.

5. DETERMINATION OF NET ASSET VALUE

The Trust does not determine net asset value on the following holidays: New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving and
Christmas. Purchases and redemptions are effected at the time of the next
determination of net asset value following the receipt of any purchase or
redemption order.

6. PORTFOLIO TRANSACTIONS

Purchases and sales of debt securities for Payson Balanced Fund usually are
principal transactions. Portfolio Securities for that Fund are normally
purchased directly from the issuer or from an underwriter or market maker for
the securities. There usually are no brokerage commissions paid for such
purchases. Purchases from underwriters of portfolio securities include a
commission or concession paid by the issuer to the underwriter, and purchases
from dealers serving as market makers include the spread between the bid and
asked prices.

Payson Value Fund will, and Payson Balanced Fund may, effect purchases and sales
through brokers who charge commissions. Allocations of transactions to brokers
and dealers and the frequency of transactions are determined by the Advisor in
its best judgment and in a manner deemed to be in the best interest of
shareholders of the Fund rather than by any formula. The primary consideration
is prompt execution of orders in an effective manner and at the most favorable
price available to the Fund. For the fiscal years ended March 31, 1995, 1994,
and

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1993, the aggregate brokerage commissions paid by Payson Value Fund were
$15,276, $8,809, and $8,942, respectively. For the fiscal years ended March 31,
1995, 1994, and 1993, the aggregate brokerage commissions paid by Payson
Balanced Fund were $27,143, $22,915, and $11,747, respectively.

A Fund may not always pay the lowest commission or spread available. Rather, in
determining the amount of commission, including certain dealer spreads, paid in
connection with Fund transactions, the Advisor takes into account such factors
as size of the order, difficulty of execution, efficiency of the executing
broker's facilities (including the services described below) and any risk
assumed by the executing broker. The Advisor may also take into account
payments made by brokers effecting transactions for a Fund (i) to the Fund or
(ii) to other persons on behalf of the Fund for services provided to it for
which it would be obligated to pay.

In addition, the Advisor may give consideration to research services furnished
by brokers to the Advisor for its use and may cause a Fund to pay these brokers
a higher amount of commission than may be charged by other brokers. Such
research and analysis may be used by the Advisor in connection with services to
clients other than the Funds, and the Advisor's fee is not reduced by reason of
the Advisor's receipt of the research services.

Investment decisions for the Funds will be made independently from those for any
other account or investment company that is or may in the future become managed
by the Advisor or its affiliates. If, however, a Fund and other investment
companies or accounts managed by the Advisor are contemporaneously engaged in
the purchase or sale of the same security, the transactions may be averaged as
to price and allocated equitably to each account. In some cases, this policy
might adversely affect the price paid or received by a Fund or the size of the
position obtainable for the Fund. In addition, when purchases or sales of the
same security for a Fund and for other investment companies and accounts managed
by the Advisor occur contemporaneously, the purchase or sale orders may be
aggregated in order to obtain any price advantages available to large
denomination purchases or sales.

In the future the Funds, consistent with the policy of obtaining best net
results, may conduct brokerage transactions through the Advisor's affiliates,
affiliates of those persons or Forum. If a Fund anticipates conducting
brokerage transactions through these persons, the Board will adopt procedures in
conformity with applicable rules under the 1940 Act to ensure that all brokerage
commissions paid to these persons are reasonable and fair.

7. ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Shares of each Fund are sold on a continuous basis by the distributor without
any sales charge.

In addition to the situations described in the Prospectus under "Purchases and
Redemptions of Shares," the Trust may redeem shares involuntarily, from time to
time, to reimburse a Fund for any loss sustained by reason of the failure of a
shareholder to make full payment for shares purchased by the shareholder or to
collect any charge relating to transactions effected for the benefit of a
shareholder which is applicable to a Fund's shares as provided in the
Prospectus.

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EXCHANGE PRIVILEGE

The exchange privilege permits shareholders of the Funds to exchange their
shares for shares of any other fund of the Trust or shares of certain other
portfolios of investment companies which retain Forum or its affiliates as
investment adviser or, distributor and which participate in the Trust's exchange
privilege program ("Participating Fund"). For Federal income tax purposes,
exchange transactions are treated as sales on which a purchaser will realize a
capital gain or loss depending on whether the value of the shares redeemed is
more or less than his basis in such shares at the time of the transaction.

By use of the exchange privilege, the shareholder authorizes the Transfer Agent
to act upon the instruction of any person representing himself to either be, or
to have the authority to act on behalf of, the investor and believed by the
Transfer Agent to be genuine. The records of the Transfer Agent of such
instructions are binding. Proceeds of an exchange transaction may be invested
in another Participating Fund in the name of the shareholder.

PAYROLL PURCHASE PROGRAM

Shares of the Funds may be purchased by employees of employers participating in
the Payroll Purchase Program ("PPP"). Employers wishing to participate must
arrange payroll deduction or other bulk transmission of investments to the
Funds. An employer may not participate unless, at all times, at least five of
the employer's employees are participating in this program.

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Once an employer chooses to participate in PPP through a payroll deduction or
other bulk purchase plan, subsequent investments will be automatic and will
continue until such time as the investor notifies the applicable Fund and his
employer to discontinue further investments. Due to the varying procedures to
prepare, process and forward the transmission to the Fund, there may be a delay
between the time of the deduction and the time the money reaches the Fund. An
investment in the Fund will be made at the applicable offering price determined
on the day that both the check and the payroll deduction data are received in
required form by the Transfer Agent.

INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

The Funds offer an individual retirement plan (the "IRA") for individuals who
wish to use shares of the Funds as a medium for funding individual retirement
savings. Under the IRA, distributions of net investment income and capital gain
will be automatically reinvested in the IRA established for the investor. The
Funds' custodian furnishes custodial services to the IRAs for a service fee.
Shareholders wishing to use a Fund's IRA should contact the Transfer Agent for
further details and information.

8. TAXATION

Qualification as a regulated investment company under the Internal Revenue Code
of 1986 does not involve governmental supervision of management or investment
practices or policies. Investors should consult their own counsel for a
complete understanding of the requirements the Funds must meet to qualify for
such treatment. The information set forth in the Prospectus and the following
discussion relate solely to Federal income taxes on dividends and distributions
by a Fund and assume that each Fund qualifies as a regulated investment company.
Investors should consult their own counsel for further details and for the
application of state and local tax laws to the investor's particular situation.

Payson Value Fund expects to derive a substantial amount of its gross income
(exclusive of capital gain) from dividends. Accordingly, that portion of that
Fund's dividends so derived will qualify for the dividends-received deduction
for corporations. Payson Balanced Fund expects to derive substantially all of
its gross income (exclusive of capital gain) from sources other than dividends.
Accordingly, it is expected that most of that Fund's dividends or distributions
will not qualify for the dividends-received deduction for corporations.

Certain listed options and regulated futures contracts are considered "section
1256 contracts" for Federal income tax purposes. Section 1256 contracts held by
a Fund at the end of each taxable year will be "marked to market" and treated
for Federal income tax purposes as though sold for fair market value on the last
business day of such taxable year. Gain or loss realized by a Fund on section
1256 contracts generally will be considered 60% long-term and 40% short-term
capital gain or loss. A Fund can elect to exempt its section 1256 contracts
which are part of a "mixed straddle" from the application of section 1256.

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9. OTHER INFORMATION

CUSTODIAN

Pursuant to a Custodian Agreement, The First National Bank of Boston, 100
Federal Street, Boston, MA 02106, acts as the custodian of the Funds' assets.
The custodian's responsibilities include safeguarding and controlling the Funds'
cash and securities, determining income and collecting interest on Fund
investments.

COUNSEL

AUDITORS

Deloitte & Touche LLP, Two World Financial Center, New York, New York 10281-
1414, independent auditors, act as auditors for the Trust.

THE TRUST AND ITS SHARES

The Trust was organized in Delaware on August 29, 1995; the Trust's succeeded to
the assets and liabilities of Forum Funds, Inc. on January 5, 1996. Forum
Funds, Inc. was incorporated on March 24, 1980 and assumed the name of Forum
Funds, Inc. on March 16, 1987. The Board has the authority to issue an
unlimited number of shares of beneficial interest of separate series with no par
value per share and to create separate classes of shares within each series.
There are currently seven other series of the Trust.

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281

<PAGE>

As of September 29, 1995, the officers and Directors of the Trust as a group
owned less than 1% of the outstanding shares of the Fund. Also as of that date,
the shareholders listed below owned of record more than 5% of either Fund.
Shareholders owning 25% or more of the shares of a Fund or of the Trust as a
whole may be deemed to be controlling persons. By reason of their substantial
holdings of shares, these persons may be able to require the Trust to hold a
shareholder meeting to vote on certain issues and may be able to determine the
outcome of any shareholder vote. As noted, certain of these shareholders are
known to the Trust to hold their shares of record only and have no beneficial
interest, including the right to vote, in the shares.

PAYSON VALUE FUND

PERCENTAGE OF
FUND
SHAREHOLDER SHARES OWNED
----------- ------------
ALA & Co. (record holder),
Portland, Maine 04101 22.97%

Payse & Co. (record holder),
Portland, Maine 04101 17.60%

PAYSON BALANCED FUND

PERCENTAGE OF
FUND
SHAREHOLDER SHARES OWNED
----------- ------------

ALA & Co. (record holder),
Portland, Maine 04101 20.71%

Payse & Co. (record holder),
Portland, Maine 04101 15.69%

FUND STRUCTURE

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interest in the Core Portfolio. This structure would permit other collective
investment vehicles to invest collectively in a Core Portfolio, allowing for
greater economies of scale in managing operations of the single Core Portfolio.
In the event the Fund invested all of its assets in a Core Portfolio, its
methods of operation and shareholder services would not be materially affected
by its investment in a corresponding Core Portfolio, except that the assets of
the Fund may be managed as part of a larger pool. If the Fund invested all of
its assets in a Core Portfolio, it would hold only investment securities issued
by the Core Portfolio; the Core Portfolio would directly invest in individual
securities of other issuers. The Fund would otherwise continue its normal
operation. The Board would retain the right to withdraw the Fund's investments
from the Core Portfolio at any time; the Fund would then resume investing
directly in individual securities of other issuers or could re-invest all of its
assets in another Core Portfolio.

The Board will authorize investing the Fund's assets in a Core Portfolio only if
it first determines that pooling is in the best interests of the Fund and its
shareholders. In determining whether to invest in a Core Portfolio, the Board
will consider, among other things, the opportunity to reduce costs and achieve
operational efficiencies. The Board will not authorize investment in a Core
Portfolio if it would materially increase costs to the Fund's shareholders,
unless, of course, there were perceived to be a corresponding increase in
benefits to shareholders.

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FINANCIAL STATEMENTS

The financial statements of Payson Balanced Fund for the year ended March 31,
1995, which are included in the Annual Report to Shareholders of the Trust and
delivered along with this Statement of Additional Information, are incorporated
herein by reference.

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285

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PAYSON VALUE FUND
PAYSON BALANCED FUND

APPENDIX A - DESCRIPTION OF SECURITIES RATINGS

1. CORPORATE BONDS

MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")

Moody's rates corporate bond issues, including convertible debt issues, as
follows:

Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as high-
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risks appear somewhat larger than in Aaa securities.

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Bonds which are rated Caa are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest.

Bonds which are rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

Bonds which are rated C are the lowest rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.

Note: Those bonds in the Aa, A, Baa, Ba or B groups which Moody's believes
possess the strongest investment attributes are designated by the symbols Aa1,
A1, Baa1, Ba1, and B1.

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<PAGE>

STANDARD AND POOR'S CORPORATION ("S&P")

S&P rates corporate bond issues, including convertible debt issues, as follows:

Bonds rated AAA have the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

Bonds rated AA have a very strong capacity to pay interest and repay principal
and differ from the highest rated issues only in small degree.

Bonds rated B have a greater vulnerability to default but currently have the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal.

Bonds rated CC typically are debt subordinated to senior debt which is assigned
an actual or implied CCC debt rating. This rating may also be used to indicate
imminent default.

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Note: The ratings from AA to CCC may be modified by the addition of a plus (+)
or minus (-) sign to show the relative standing within the rating category.

FITCH INVESTORS SERVICE, INC. ("FITCH")

Fitch rates corporate bond issues, including convertible debt issues, as
follows:

CCC Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

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CC Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C Bonds are in imminent default in payment of interest or principal.

2. PREFERRED STOCK

MOODY'S INVESTORS SERVICE, INC.

Moody's rates preferred stock as follows:

An issue rated aaa is considered to be a top-quality preferred stock. This
rating indicates good asset protection and the least risk of dividend impairment
among preferred stock issues.

An issue which is rated caa is likely to be in arrears on dividend payments.
This rating designation does not purport to indicate the future status of
payments.

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<PAGE>

An issue which is rated ca is speculative in a high degree and is likely to be
in arrears on dividends with little likelihood of eventual payment.

An issue which is rated c can be regarded as having extremely poor prospects of
ever attaining any real investment standing. This is the lowest rated class of
preferred or preference stock.

STANDARD & POOR'S CORPORATION

S&P rates preferred stock as follows:

AAA is the highest rating that is assigned by S&P to a preferred stock issue and
indicates an extremely strong capacity to pay the preferred stock obligations.

The rating CC is reserved for a preferred stock issue in arrears on dividends or
sinking fund payments but that is currently paying.

A preferred stock rated C is a non-paying issue.

A preferred stock rated D is a non-paying issue with the issuer in default on
debt instruments.

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3. SHORT-TERM DEBT (COMMERCIAL PAPER)

MOODY'S INVESTORS SERVICE, INC.

Moody's two highest ratings for short-term debt, including commercial paper, are
Prime-1 and Prime-2, both are judged investment grade, to indicate the relative
repayment ability of rated issuers.

Issuers rated Prime-1 have a superior ability for repayment of senior short-term
debt obligations. Prime-1 repayment ability will often be evidenced by many of
the following characteristics:

--- Leading market positions in well-established industries.
--- High rates of return on funds employed.
--- Conservative capitalization structure with moderate reliance on debt
and ample asset protection.
--- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
--- Well-established access to a range of financial markets and assured
sources of alternate liquidity.

STANDARD AND POOR'S CORPORATION

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<PAGE>

FITCH INVESTORS SERVICE, INC.

F-1+. Issues assigned this rating are regarded as having the strongest degree of
assurance for timely payment.

F-1. Issues assigned this rating reflect an assurance of timely payment only
slightly less in degree than issues rated F-1+.

F-2. Issues assigned this rating have a satisfactory degree of assurance for
timely payment, but the margin of safety is not as great as for issues assigned
F-1+ or F-1 ratings.

F-S. Issues assigned this rating have characteristics suggesting a minimal
degree of assurance for timely payment and are vulnerable to near-term adverse
changes in financial and economic conditions.

D.. Issues assigned this rating are in actual or imminent payment default.

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PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements.

Included in each Prospectus (except for those Funds which have not
commenced operations or have not been operating during a period covered by
any required financial statements):

Financial Highlights.

Incorporated by reference in each Statement of Additional Information
(except for those Funds which have not commenced operations or have not
been operating during a period covered by any required financial
statements):

Statements of Assets and Liabilities, Statements of Operations,
Statements of Changes in Net Assets, Financial Highlights and
Statements of Investments for the fiscal year ended March 31, 1995,
and Report of Independent Auditors (filed with the Securities and
Exchange Commission on June 1, 1995 pursuant to Rule 30b-1 under
the Investment Company Act of 1940 and incorporated herein by
reference.)

(b) Exhibits:

(1) Copy of the Trust Instrument of the Registrant dated August 29, 1995
(filed as Exhibit 1 to Post-Effective Amendment No. 30 to the
Registration Statement and incorporated herein by reference).

(2) Copy of By-laws of the Registrant (filed as Exhibit 2 to Post-
Effective Amendment No. 30 to the Registration Statement and
incorporated herein by reference)..

(3) None.

(4) (a) Sections 2.04 and 2.06 of Registrant's Trust Instrument provide
as follows:

"SECTION 2.04 TRANSFER OF SHARES. Except as otherwise provided by
the Trustees, Shares shall be transferable on the records of the Trust only
by the record holder thereof or by his agent thereunto duly authorized in
writing, upon delivery to the Trustees or the Trust's transfer agent of a
duly executed instrument of transfer and such evidence of the genuineness

294
<PAGE>

of such execution and authorization and of such other matters as may be
required by the Trustees. Upon such delivery the transfer shall be
recorded on the register of the Trust. Until such record is made, the
Shareholder of record shall be deemed to be the holder of such Shares for
all purposes hereunder and neither the Trustees nor the Trust, nor any
transfer agent or registrar nor any officer, employee or agent of the Trust
shall be affected by any notice of the proposed transfer.

"SECTION 2.06 ESTABLISHMENT OF SERIES. The Trust created hereby
shall consist of one or more Series and separate and distinct records shall
be maintained by the Trust for each Series and the assets associated with
any such Series shall be held and accounted for separately from the assets
of the Trust or any other Series. The Trustees shall have full power and
authority, in their sole discretion, and without obtaining any prior
authorization or vote of the Shareholders of any Series of the Trust, to
establish and designate and to change in any manner any such Series of
Shares or any classes of initial or additional Series and to fix such
preferences, voting powers, rights and privileges of such Series or classes
thereof as the Trustees may from time to time determine, to divide or
combine the Shares or any Series or classes thereof into a greater or
lesser number, to classify or reclassify any issued Shares or any Series or
classes thereof into one or more Series or classes of Shares, and to take
such other action with respect to the Shares as the Trustees may deem
desirable. The establishment and designation of any Series shall be
effective upon the adoption of a resolution by a majority of the Trustees
setting forth such establishment and designation and the relative rights
and preferences of the Shares of such Series. A Series may issue any
number of Shares and need not issue shares. At any time that there are no
Shares outstanding of any particular Series previously established and
designated, the Trustees may by a majority vote abolish that Series and the
establishment and designation thereof.

"All references to Shares in this Trust Instrument shall be deemed to
be Shares of any or all Series, or classes thereof, as the context may
require. All provisions herein relating to the Trust shall apply equally
to each Series of the Trust, and each class thereof, except as the context
otherwise requires.

"Each Share of a Series of the Trust shall represent an equal
beneficial interest in the net assets of such Series. Each holder of
Shares of a Series shall be entitled to receive his pro rata share of all
distributions made with respect to such Series. Upon redemption of his
Shares, such Shareholder shall be paid solely out of the funds and property
of such Series of the Trust."

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<PAGE>

(5) (a) Form of Investment Advisory Agreement between Registrant and
Forum Advisors, Inc. (filed herewith as Exhibit 5(a) to the
Registration Statement and incorporated herein by reference).

(b) Form of Investment Advisory Agreement between Registrant and H.M.
Payson & Co. relating to the Payson Value Fund and the Payson
Balanced Fund (filed herewith as Exhibit 5(b) to the Registration
Statement and incorporated herein by reference).

(6) (a) Form of Management and Distribution Agreement between Registrant
and Forum Financial Services, Inc. (filed herewith as Exhibit
6(a) to the Registration Statement and incorporated herein by
reference).

(b) Form of Distribution Services Agreement between Registrant and
Forum Financial Services, Inc. (filed herewith as Exhibit 6(b) to
the Registration Statement and incorporated herein by reference).

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<PAGE>

(c) Form of Selected Dealer Agreement between Forum Financial
Services, Inc. and securities brokers (filed as Exhibit 6(c) to
Post-Effective Amendment No. 21 to the Registration Statement and
incorporated herein by reference).

(d) Form of Bank Affiliated Selected Dealer Agreement between Forum
Financial Services, Inc. and bank affiliates (filed as Exhibit
6(d) to Post-Effective Amendment No. 21 to the Registration
Statement and incorporated herein by reference).

(7) None.

(8) (a) Form of Transfer Agency Agreement between Registrant and Forum
Financial Corp. (filed herewith as Exhibit 8(b) to the
Registration Statement and incorporated herein by reference).

(b) Form of Custodian Agreement between Registrant and the First
National Bank of Boston (filed herewith as Exhibit (8)(b) to the
Registration Statement and incorporated herein by reference) .

(9) (a) Form of Management Agreement between Registrant and Forum
Financial Services, Inc. (filed herewith as Exhibit 9(a) to the
Registration Statement and incorporated herein by reference).

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(10) Opinion of Messrs. Seward & Kissel (filed herewith as Exhibit 10(a) to
the Registration Statement and incorporated herein by reference).

(11) Consent of Independent Auditors (filed herewith as Exhibit 11 to the
Registration Statement and incorporated herein by reference).

(12) None.

(13) Investment Representation letter of Reich & Tang, Inc. as original
purchaser of shares of registrant (filed as Exhibit 13 to the
Registration Statement and incorporated herein by reference).

(14) Form of Disclosure Statement and Custodial Account Agreement
applicable to individual retirement accounts (filed as Exhibit 14 to
Post-Effective Amendment No. 21 to the Registration Statement and
incorporated herein by reference).

(15) (a) Form of Rule 12b-1 Plan adopted by the Registrant (filed as
Exhibit 15 to Post-Effective Amendment No. 16 to the Registration
Statement and incorporated herein by reference).

(b) Rule 12b-1 Plan adopted by the Registrant with respect to the
Payson Value Fund and the Payson Balanced Fund (filed as Exhibit
(8)(c) to Post-Effective Amendment No. 20 to the Registration
Statement and incorporated herein by reference).

(27) Financial Data Schedules

Other Exhibits:

Powers of Attorney (filed herewith as Other Exhibits to the
Registration Statement and incorporated herein by reference).

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

None.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES AS OF OCTOBER 27, 1995

298
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Title of Class Number of Holders
-------------- -----------------

Investors Stock Fund Common Stock 0
Investors Bond Fund Common Stock 79
TaxSaver Bond Fund Common Stock 50
Daily Assets Fund Common Stock 0
Daily Assets Treasury Fund Common Stock 38
Daily Assets Government Fund Common Stock 0
Daily Assets TaxSaver Fund Common Stock 0
Payson Value Fund Common Stock 223
Payson Balanced Fund Common Stock 382
Maine Municipal Bond Fund Common Stock 394
New Hampshire Bond Fund Common Stock 89
Core Portfolio Plus Common Stock 0

ITEM 27. INDEMNIFICATION.

In accordance with Section 3803 of the Delaware Business Trust Act, SECTION
5.2 of the Registrant's Trust Instrument provides as follows:

"5.2. INDEMNIFICATION.

"(a) Subject to the exceptions and limitations contained in Section
(b) below:

"(i) Every Person who is, or has been, a Trustee or officer of
the Trust (hereinafter referred to as a "Covered Person") shall be
indemnified by the Trust to the fullest extent permitted by law
against liability and against all expenses reasonably incurred or paid
by him in connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by virtue of being
or having been a Trustee or officer and against amounts paid or
incurred by him in the settlement thereof;

"(ii) The words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.

"(b) No indemnification shall be provided hereunder to a Covered
Person:

"(i) Who shall have been adjudicated by a court or body before
which the proceeding was brought (A) to be liable to the Trust or its
Holders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of the
Covered Person's office or (B) not to have

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acted in good faith in the reasonable belief that Covered Person's
action was in the best interest of the Trust; or

"(ii) In the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the Trustee's or officer's office,

"(A) By the court or other body approving the settlement;

"(B) By at least a majority of those Trustees who are neither
Interested Persons of the Trust nor are parties to the matter
based upon a review of readily available facts (as opposed to a
full trial-type inquiry); or

"(C) By written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full trial-
type inquiry);

provided, however, that any Holder may, by appropriate legal
proceedings, challenge any such determination by the Trustees or by
independent counsel.

"(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall not
be exclusive of or affect any other rights to which any Covered Person may
now or hereafter be entitled, shall continue as to a person who has ceased
to be a Covered Person and shall inure to the benefit of the heirs,
executors and administrators of such a person. Nothing contained herein
shall affect any rights to indemnification to which Trust personnel, other
than Covered Persons, and other persons may be entitled by contract or
otherwise under law.

"(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described
in paragraph (a) of this Section 5.2 may be paid by the Trust or Series
from time to time prior to final disposition thereof upon receipt of an
undertaking by or on behalf of such Covered Person that such amount will be
paid over by him to the Trust or Series if it is ultimately determined that
he is not entitled to indemnification under this Section 5.2; provided,
however, that either (a) such Covered Person shall have provided
appropriate security for such undertaking, (b) the Trust is insured against
losses arising out of any such advance payments or (c) either a majority of
the Trustees who are neither Interested Persons of the Trust nor parties to
the matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a
trial-type inquiry or full investigation), that there is reason to believe
that such Covered Person will be found entitled to indemnification under
this Section 5.2.

"(e) Conditional advancing of indemnification monies under this
Section 5.2 for actions based upon the 1940 Act may be made only on the
following conditions: (i) the advances must be limited to amounts used, or
to be used, for the preparation or

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presentation of a defense to the action, including costs connected with the
preparation of a settlement; (ii) advances may be made only upon receipt of
a written promise by, or on behalf of, the recipient to repay that amount
of the advance which exceeds that amount which it is ultimately determined
that he is entitled to receive from the Trust by reason of indemnification;
and (iii) (a) such promise must be secured by a surety bond, other suitable
insurance or an equivalent form of security which assures that any
repayments may be obtained by the Trust without delay or litigation, which
bond, insurance or other form of security must be provided by the recipient
of the advance, or (b) a majority of a quorum of the Trust's disinterested,
non-party Trustees, or an independent legal counsel in a written opinion,
shall determine, based upon a review of readily available facts, that the
recipient of the advance ultimately will be found entitled to
indemnification.

"(f) In case any Holder or former Holder of any Series shall be held
to be personally liable solely by reason of the Holder or former Holder
being or having been a Holder of that Series and not because of the Holder
or former Holder acts or omissions or for some other reason, the Holder or
former Holder (or the Holder or former Holder's heirs, executors,
administrators or other legal representatives, or, in the case of a
corporation or other entity, its corporate or other general successor)
shall be entitled out of the assets belonging to the applicable Series to
be held harmless from and indemnified against all loss and expense arising
from such liability. The Trust, on behalf of the affected Series, shall,
upon request by the Holder, assume the defense of any claim made against
the Holder for any act or obligation of the Series and satisfy any judgment
thereon from the assets of the Series."

Paragraph 4 of each Investment Advisory Agreement provides in substance as
follows:

"4. We shall expect of you, and you will give us the benefit of, your best
judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you shall not be liable
hereunder for any mistake of judgment or in any event whatsoever, except
for lack of good faith, provided that nothing herein shall be deemed to
protect, or purport to protect, you against any liability to us or and to
our security holders to which you would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of
your duties hereunder, or by reason of your reckless disregard of your
obligations and duties hereunder."

Paragraphs 3(f) and (g) and paragraph 5 of the Management and Distribution
Agreement provide as follows:

"(f) We agree to indemnify, defend and hold you, your several officers and
directors, and any person who controls you within the meaning of Section 15
of the Securities Act, free and harmless from and against any and all
claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which you, your officers and
directors or any such controlling person may incur, under the Securities
Act, or under common law or otherwise, arising out of or based upon any
alleged untrue statement of a material fact

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contained in our Registration Statement or Prospectus in effect from time
to time under the Securities Act or arising out of or based upon any
alleged omission to state a material fact required to be stated in either
thereof or necessary to make the statements in either thereof not
misleading; provided, however, that in no event shall anything contained in
this paragraph 3(f) be so construed as to protect you against any liability
to us or our security holders to which you would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of your duties, or by reason of your reckless disregard of your
obligations and duties under this paragraph. Our agreement to indemnify
you, your officers and directors and any such controlling person as
aforesaid is expressly conditioned upon our being notified of any action
brought against you, your officers and directors or any such controlling
person, such notification to be given by letter or by telegram addressed to
us at our principal office in New York, New York, and sent to us by the
person against whom such action is brought within ten days after the
summons or other first legal process shall have been served. The failure
so to notify us of any such action shall not relieve us from any liability
which we may have to the person against whom such action is brought by
reason of any such alleged untrue statement or omission otherwise than on
account of our indemnity agreement contained in this paragraph 3(f). We
will be entitled to assume the defense of any suit brought to enforce any
such claim, and to retain counsel of good standing chosen by us and
approved by you. In the event we do elect to assume the defense of any
such suit and retain counsel of good standing approved by you, the
defendant or defendants in such suit shall bear the fees and expenses of
any additional counsel retained by any of them; but in case we do not elect
to assume the defense of any such suit, or in case you do not approve of
counsel chosen by us, we will reimburse you or the controlling person or
persons named as defendant or defendants in such suit, for the fees and
expenses of any counsel retained by you or them. Our indemnification
agreement contained in this paragraph 3(f) and our representations and
warranties in this agreement shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of you, your
officers and directors or any controlling person and shall survive the sale
of any shares of our common stock made pursuant to subscriptions obtained
by you. This agreement of indemnity will inure exclusively to your
benefit, to the benefit of your successors and assigns, and to the benefit
of your officers and directors and any controlling persons and their
successors and assigns. We agree promptly to notify you of the
commencement of any litigation or proceeding against us in connection with
the issue and sale of any shares of our common stock.

"(g) You agree to indemnify, defend and hold us, our several officers and
directors, and person who controls us within the meaning of Section 15 of
the Securities Act, free and harmless from and against any and all claims,
demands, liabilities, and expenses (including the cost of investigating or
defending such claims, demands or liabilities and any reasonable counsel
fees incurred in connection therewith) which we, our officers or directors,
or any such controlling person may incur under the Act or under common law
or otherwise, but only to the extent that such liability, or expense
incurred by us, our officers or directors or such controlling person
resulting from such claims or demands shall arise out of or be based upon
any alleged untrue statement of a material fact

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contained in information furnished in writing by you in your capacity as
distributor to us for use in our Registration Statement or Prospectus in
effect from time to time under the Act, or shall arise out of or be based
upon any alleged omission to state a material fact in connection with such
information required to be stated in the Registration Statement or
Prospectus or necessary to make such information not misleading. Your
agreement to indemnify us, our officers and directors, and any such
controlling person as aforesaid is expressly conditioned upon your being
notified of any action brought against us, our officers or directors or any
such controlling person, such notification to be given by letter or
telegram addressed to you at your principal office in New York, New York,
and sent to you by the person against whom such action is brought, within
ten days after the summons or other first legal process shall have been
served. You shall have a right to control the defense of such action, with
counsel of your own choosing, satisfactory to us, if such action is based
solely upon such alleged misstatement or omission on your part, and in any
other event you and we, our officers or directors or such controlling
person shall each have the right to participate in the defense or
preparation of the defense of any such action. The failure so to notify
you of any such action shall not relieve you from any liability which you
may have to us, to our officers or directors, or to such controlling person
by reason of any such untrue statement or omission on your part otherwise
than on account of your indemnity agreement contained in this paragraph
3(g).

"5 We shall expect of you, and you will give us the benefit of, your best
judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you shall not be liable
hereunder for any mistake of judgment or in any event whatsoever, except
for lack of good faith, provided that nothing herein shall be deemed to
protect, or purport to protect, you against any liability to us or to our
security holders to which you would otherwise be subject by reason or
willful misfeasance, bad faith or gross negligence in the performance of
your duties hereunder, or by reason of your reckless disregard of your
obligations and duties hereunder."

Section 9(a) of the Distribution Services Agreement provides:

"The Company agrees to indemnify, defend and hold the Underwriter, and any
person who controls the Underwriter within the meaning of Section 15 of the
Securities Act, free and harmless from and against any and all claims,
demands, liabilities and expenses (including the cost of investigating or
defending such claims, demands or liabilities and any counsel fees incurred
in connection therewith) which the Underwriter or any such controlling
person may incur, under the Securities Act or under common law or
otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in the Company's Registration Statement or the
Prospectus or Statement of Additional Information in effect from time to
time under the Securities Act and relating to the Fund or arising out of or
based upon any alleged omission to state a material fact required to be
stated in any thereof or necessary to make the statements in any thereof
not misleading; provided, however, that in no event shall anything herein
contained be so construed as to protect the Underwriter against any
liability to the Company or its security holders to which the Underwriter
would otherwise be subject by reason of willful

303
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misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of the Underwriter's reckless disregard of its
obligations and duties under this agreement. The Company's agreement to
indemnify the Underwriter and any controlling person as aforesaid is
expressly conditioned upon the Company's being notified of the commencement
of any action brought against the Underwriter or any such controlling
person, such notification to be given by letter or by telegram addressed to
the Company at its principal office in New York, New York, and sent to the
Company by the person against whom such action is brought within ten days
after the summons or other first legal process shall have been served. The
Company will be entitled to assume the defense of any suit brought to
enforce any such claim, and to retain counsel of good standing chosen by
the Company and approved by the Underwriter. In the event the Company
elects to assume the defense of any such suit and retain counsel of good
standing approved by the Underwriter, the defendants in the suit shall bear
the fees and expenses of any additional counsel retained by any of them;
but in case the Company does not elect to assume the defense of the suit or
in case the Underwriter does not approve of counsel chosen by the Company,
the Company will reimburse the Underwriter or the controlling person or
persons named defendant or defendants in the suit for the fees and expenses
of any counsel retained by the Underwriter or such person. The
indemnification agreement contained in this Section 9 shall remain
operative and in full force and effect regardless of any investigation made
by or on behalf of the Underwriter or any controlling person and shall
survive the sale of the Fund's shares made pursuant to subscriptions
obtained by the Underwriter. This agreement of indemnity will inure
exclusively to the benefit of the Underwriter, to the benefit of its
successors and assigns, and to the benefit of any controlling persons and
their successors and assigns. The Company agrees promptly to notify the
Underwriter of the Underwriter of the commencement of any litigation or
proceeding against the Company in connection with the issue and sale of any
of shares of the Fund. The failure to do so notify the Company of the
commencement of any such action shall not relieve the Company from any
liability which it may have to the person against whom the action is
brought by reason of any alleged untrue statement or omission otherwise
than on account of the indemnity agreement contained in this Section 9."

In so far as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

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ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS.

Forum Advisors, Inc.

The descriptions of Forum Advisors, Inc. under the caption "Management-
Adviser" in the Prospectus and Statement of Additional Information relating
to the Investors Bond Fund, the TaxSaver Bond Fund, the Daily Assets Fund,
the Daily Assets Government Fund, the Daily Assets Treasury Fund , the
Daily Assets TaxSaver Fund, the Maine Municipal Bond Fund, the Maine Tax-
Free Money Fund and the New Hampshire Bond Fund, constituting certain of
Parts A and B, respectively, of the Registration Statement are incorporated
by reference herein.

The following are the directors and officers of Forum Advisors, Inc., Two
Portland Square, Portland, Maine 04101, including their business
connections which are of a substantial nature.

John Y. Keffer, President and Secretary.

Chairman and President of the Registrant; President and Secretary of
Forum Financial Services, Inc. and of Forum Financial Corp. Mr.
Keffer is a director and/or officer of various registered investment
companies for which Forum Financial Services, Inc. Serves as manager,
administrator and/or distributor.

David R. Keffer, Vice President and Treasurer.

Vice President, Assistant Secretary and Assistant Treasurer of the
Registrant; Vice President and Treasurer of Forum Financial Services,
Inc. and of Forum Financial Corp. Mr. Keffer is an officer of various
registered investment companies for which Forum Financial Services,
Inc. Serves as manager, administrator and/or distributor.

H.M. Payson & Co.

The descriptions of H.M. Payson & Co. under the caption "Management -
Adviser" in the Prospectus and Statement of Additional Information, with
respect to the Payson Value Fund and the Payson Balanced Fund, constituting
certain of Parts A and B, respectively, of this Registration Statement are
incorporated by reference herein.

The following are the directors and principal executive officers of H.M.
Payson & Co., including their business connections which are of a
substantial nature. The address of H.M. Payson & Co. is One Portland
Square, Portland, Maine 04101.

Adrian L. Asherman, Managing Director.

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Managing Director of H.M. Payson & Co. since 1955, General Partner
from 1964 to 1987 and Managing Director since 1987. His address is
One Portland Square, Portland, Maine 04101.

John C. Downing, Managing Director.

Portfolio Manger of H.M. Payson since 1983 and Managing Director since
1992. Mr. Downing has been associated with H.M. Payson since 1983.
His address is One Portland Square, Portland, Maine 04101.

William A. Macleod, Managing Director.

Portfolio Manager of H.M. Payson & Co. since 1984 and Managing
Director since 1989. His address is One Portland Square, Portland,
Maine 04101.

Thomas M. Pierce, Managing Director.

Managing Director of H.M. Payson & Co. since 1975, General Partner
from 1981 to 1987 and Managing Director since 1987. His address is
One Portland Square, Portland, Maine 04101.

Peter E. Robbins, Managing Director.

Portfolio Manager of H.M. Payson & Co. since 1992, except for the
period from January 1988 to October 1990. During that period, Mr.
Robbins was president of Mariner Capital Group, a real estate
development and non-financial asset management business. General
Partner of H.M. Payson & Co. from 1986 to 1987, and Managing Director
from 1987 to 1988, and since 1993.

John H. Walker, Managing Director and President.

Portfolio Manager of H.M. Payson & Co. since 1967, General Partner
from 1974 to 1987, and Managing Director since 1987. His address is
One Portland Square, Portland, Maine 04101.

ITEM 29. PRINCIPAL UNDERWRITER.

(a) Forum Financial Services, Inc., the Registrant's underwriter, serves
as underwriter to Norwest Funds, Norwest Select Funds, Stone Bridge
Funds, Inc, Monarch Funds, Sound Shore Fund, Inc.,and The Cutler
Trust.

(b) John Y. Keffer, President and Secretary of Forum Financial Services,
Inc., is the Chairman and President of the Registrant. David R.
Keffer, Vice President and Treasurer of Forum Financial Services,
Inc., is the Vice President, Assistant Treasurer and Assistant
Secretary of the Registrant. Mr. John Y. Keffer's

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business address is 2 Portland Square, Portland, Maine 04101 and Mr.
David R. Keffer's business address is 61 Broadway, New York, New York
10006.

ITEM 30. LOCATION OF BOOKS AND RECORDS.

The majority of the accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules
thereunder are maintained at the offices of Forum Financial Services, Inc., 61
Broadway, New York, New York 10006 and the offices of Forum Financial Services,
Inc. and Forum Financial Corp., Two Portland Square, Portland, Maine 04101.
The records required to be maintained under Rule 31a-1(b)(1) with respect to
journals of receipts and deliveries of securities and receipts and disbursements
of cash are maintained at the offices of the Registrants custodian, The First
National Bank of Boston, 100 Federal Street, Boston, Massachusetts 02106. The
records required to be maintained under Rule 31a-1(b)(5), (6) and (9) are
maintained at the offices of the Registrant's adviser or subadviser, as listed
in Item 28 hereof.

ITEM 31. MANAGEMENT SERVICES.

Not Applicable.

ITEM 32. UNDERTAKINGS.

(a) Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of Registrant's latest annual report to shareholders
relating to the portfolio or class thereof to which the prospectus relates
upon request and without charge.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Portland, and State of Maine on the 4th
day of January, 1996.

FORUM FUNDS

By: /s/ John Y. Keffer
-------------------------
John Y. Keffer, President

Pursuant to the requirements of the Securities Act of 1933, this amendment to
the Registrant's Registration Statement has been signed below by the following
persons on the 4th day of January, 1996.

Signatures Title
---------- -----

(a) Principal Executive Officer

/s/ John Y. Keffer President
------------------------------
John Y. Keffer

(b) Principal Financial and Accounting Officer

/s/ Michael Martins Treasurer
------------------------------
Michael Martins

/s/ John Y. Keffer Trustee
------------------------------
John Y. Keffer

James C. Cheng Trustee
J. Michael Parish Trustee
Costas Azariadis Trustee

By: /s/ David I. Goldstein
----------------------
David I. Goldstein
Attorney in Fact

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INDEX TO EXHIBITS

(5) (a) Form of Investment Advisory Agreement between Registrant and
Forum Advisors, Inc.

(b) Form of Investment Advisory Agreement between Registrant and H.M.
Payson & Co. relating to the Payson Value Fund and the Payson
Balanced Fund.

(6) (a) Form of Management and Distribution Agreement between Registrant
and Forum Financial Services, Inc.

(b) Form of Distribution Services Agreement between Registrant and
Forum Financial Services, Inc.

(8) (a) Form of Transfer Agency Agreement between Registrant and Forum
Financial Corp.

(b) Form of Custodian Agreement between Registrant and the First
National Bank of Boston.

(9) (a) Form of Management Agreement between Registrant and Forum
Financial Services, Inc.

(10) Opinion of Messrs. Seward & Kissel.

(11) Consent of Deloitte & Touche LLP, independent auditors.

(27) Financial Data Schedules

Other Exhibits:

* Powers of Attorney

<PAGE>

Exhibit 5(a)
FORUM FUNDS
INVESTMENT ADVISORY AGREEMENT

December 18, 1995

Forum Advisors, Inc.
Two Portland Square
Portland, ME 04101

Dear Sirs:

We, the undersigned Forum Funds, herewith confirm our agreement with you as
follows:

1. We propose to engage in the business of investing and reinvesting our
assets in securities of the type and in accordance with the limitations
specified in Trust Instrument, By-Laws and registration statement filed with the
Securities and Exchange Commission under the Investment Company Act of 1940 (the
"Investment Company Act") and the Securities Act of 1933 (the "Securities Act"),
including any representations made in our prospectus and statement of additional
information, all in such manner and to such extent as may from time to time be
authorized by our Board of Trustees. We enclose copies of the documents listed
above and will from time to time furnish you with any amendments thereof.

2. We hereby employ you, subject to the direction and control of our
Board of Trustees, to manage the investment and reinvestment of the assets with
respect to each class or series of our shares as listed in Appendix A hereto
("Funds"), and, without limiting the generality of the foregoing, to provide
management and other services specified below.

(a) You will make decisions with respect to all purchases and sales of
securities in each Fund. To carry out such decisions, you are hereby
authorized, as our agent and attorney-in-fact, for our account and at our risk
and in our name, to place orders for the investment and reinvestment of the
assets of the Funds. In all purchases, sales and other transactions in
securities in the Funds you are authorized to exercise full discretion and act
for us in the same manner and with the same force and effect as we might or
could do with respect to such purchases, sales or other transactions, as well as
with respect to all other things necessary or incidental to the furtherance or
conduct of such purchases, sales or other transactions.

(b) You will report to our Board of Trustees at each meeting thereof all
changes in the Funds since the prior report, and will also keep us in touch with
important developments affecting the Funds and on your own initiative will
furnish us from time to time with such information as you may believe
appropriate for this purpose, whether concerning the individual companies whose
securities are included in the Funds, the industries in which they engage, or
the conditions prevailing in the economy generally. You will also furnish us
with such statistical and analytical information with respect to securities in
the Funds as you may believe appropriate
<PAGE>

or as we reasonably may request. In making such purchases and sales of
securities in the Funds, you will bear in mind the policies set from time to
time by our Board of Trustees as well as the limitations imposed by our Trust
Instrument and in our Registration Statements under the Investment Company Act
and the Securities Act the limitations in the Investment Company Act and of the
Internal Revenue Code in respect of regulated investment companies and the
investment objective, policies and restrictions for the Funds.

(c) It is understood that you will from time to time employ or associate
with yourselves such persons as you believe to be particularly fitted to assist
you in the execution of your duties hereunder, the cost of performance of such
duties to be borne and paid by you. No obligation may be incurred on our behalf
in any such respect.

3. It is further agreed that you shall be responsible for the portion of
the net expenses that relate to each of the Funds (except interest, taxes,
brokerage fees and other expenses paid by us in accordance with an effective
plan pursuant to Rule 12b-1 under the Investment Company Act and organization
expenses, all to the extent such exclusions are permitted by applicable state
law and regulation) incurred by us during each of our fiscal years or portion
thereof that this agreement is in effect between us which, as to the Fund, in
any such year exceeds the limits applicable to the Fund under the laws or
regulations of any state in which our shares are qualified for sale (reduced pro
rata for any portion of less than a year). We hereby confirm that, subject to
the foregoing, we shall be responsible and hereby assume the obligation for
payment of all our other expenses, including: (a) payment of the fee payable to
you under paragraph 5 hereof and the fee payable to Forum Financial Services,
Inc. pursuant to the Management and Distribution Agreements between Forum
Financial Services, Inc. and us; (b) taxes, brokerage fees and commissions; (c)
certain insurance premiums; (d) fees, interest charges and expenses of our
custodian, transfer agent and dividend disbursing agent; (e) telecommunications
expenses; (f) auditing, legal and compliance expenses; (g) costs of forming the
corporation and maintaining corporate existence; (h) costs of preparing and
printing our Prospectuses, Statements of Additional Information, subscription
application forms and shareholder reports and their delivery to existing and
prospective shareholders; (i) costs of maintaining books of original entry for
portfolio and fund accounting and other required books and accounts and of
calculating the net asset value of our shares; (j) costs of reproduction,
stationery and supplies; (k) compensation of our trustees, officers and
employees and costs of other personnel performing services for us who are not
your officers or officers of Forum Financial Services, Inc., or your and its
respective affiliates; (l) costs of corporate meetings; (m) Securities and
Exchange Commission registration fees and related expenses; (n) state securities
laws registration fees and related expenses and (o) all fees and expenses paid
by us in accordance with any distribution plan adopted by us pursuant to Rule
12b-1 under the Investment Company Act.

4. We shall expect of you, and you will give us the benefit of, your best
judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you shall not be liable
hereunder for any mistake of judgment or in any event whatsoever, except for
lack of good faith, provided that nothing herein shall be deemed to protect, or
purport to protect, you against any liability to us or and to our security
holders to which you would otherwise be subject by reason of willful
misfeasance, bad faith or gross

-2-
<PAGE>

negligence in the performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.

5. In consideration of the foregoing we will pay you, with respect to
each each Fund a fee as described in Appendix A hereto. Such fees shall be
accrued by us daily and shall be payable monthly in arrears on the first day of
each calendar month for services performed hereunder during the prior calendar
month. Your reimbursement, if any, of our expenses as provided in paragraph 3
hereof, shall be estimated and paid to us monthly in arrears, at the same time
as our payment to you for such month. Payment of the advisory fees will be
reduced or postponed, if necessary, with any adjustments made after the end of
the year.

6. This agreement shall become effective as to a Fund immediately upon
approval by a majority of the outstanding voting securities (as defined in the
Investment Company Act) of that Fund and shall remain in effect for a period of
one year from the date it first becomes effective and shall continue in effect
thereafter for successive twelve-month periods (computed from each anniversary
date of the effective date) with respect to each Fund, provided that such
continuance is specifically approved at least annually by our Board of Trustees
or by majority vote of the holders of the outstanding voting securities (as
defined) of each Fund, and, in either case, by a majority of our trustees who
are not parties to this agreement or interested persons, as defined in the
Investment Company Act, of any such party (other than as our trustees), provided
further, however, that if the continuation of this agreement is not approved as
to a Fund, you may continue to render to such Fund the services described herein
in the manner and to the extent permitted by the Act and the rules and
regulations thereunder. Upon the effectiveness of this agreement, it shall
supersede all previous agreements between us covering the subject matter hereof.
This agreement may be terminated with respect to any Fund at any time, without
the payment of any penalty, by vote of a majority of the outstanding voting
securities (as so defined) of such Fund, or by a vote of a majority of our
entire Board of Trustees on 60 days' written notice to you, or by you with
respect to the Fund on not more than 60 days' nor less than 30 days' written
notice to us.

7. This agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by you and this agreement shall terminate automatically
in the event of any such transfer, assignment, sale, hypothecation or pledge by
you. The terms "transfer," "assignment" and "sale" as used in this paragraph
shall have the meanings ascribed thereto by governing law and any interpretation
thereof contained in rules or regulations promulgated by the Securities and
Exchange Commission thereunder.

8. Except to the extent necessary to perform your obligations hereunder,
nothing herein shall be deemed to limit or restrict your right, or the right of
any of your officers, trustees or employees who may also be a trustee, officer
or employee of ours, or persons otherwise affiliated with us (within the meaning
of the Investment Company Act) to engage in any other business or to devote time
and attention to the management or other aspects of any other business, whether
of a similar or dissimilar nature, or to render services of any kind to any
other corporation, trust, firm, individual or association.

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<PAGE>

If the foregoing is in accordance with your understanding, will you kindly
so indicate by signing and returning to us the enclosed copy hereof.

Very truly yours,

FORUM FUNDS

By /s/ John Y. Keffer
--------------------
John Y. Keffer
President

FORUM ADVISORS, INC.

By /s/ David R. Keffer
-------------------
David R. Keffer
Vice President

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<PAGE>

FORUM FUNDS
INVESTMENT ADVISORY AGREEMENT

APPENDIX A

Advisory Fee as a % of
the Annual Average Daily
Fund Net Assets of the Fund
---- ------------------------

Daily Assets Cash Fund 0.20%
Daily Assets Treasury Fund 0.20%
Investors Bond Fund 0.40%
TaxSaver Bond Fund 0.40%
Maine Municipal Bond Fund 0.40%
New Hampshire Bond Fund 0.40%

<PAGE>

Exhibit 5(b)

FORUM FUNDS
INVESTMENT ADVISORY AGREEMENT

December 18, 1995

H. M. Payson & Co.
One Portland Square
Portland, Maine 04112

Dear Sirs:

We, the undersigned Forum Funds, herewith confirm our agreement with you as
follows:

1. We propose to engage in the business of investing and reinvesting our
assets in securities of the type and in accordance with the limitations
specified in our Trust Instrument, By-Laws and registration statement filed with
the Securities and Exchange Commission under the Investment Company Act of 1940
(the "Investment Company Act") and the Securities Act of 1933 (the "Securities
Act"), including any representations made in our prospectuses and statements of
additional information, all in such manner and to such extent as may from time
to time be authorized by our Board of Trustees. We are currently authorized to
issue twelve classes of shares and our Board of Trustees is authorized to
reclassify and issue any unissued shares to any number of additional classes or
series each having its own investment objective, policies and restrictions. We
enclose copies of the documents listed above and will from time to time furnish
you with any amendments thereof.

2. We hereby employ you, subject to the direction and control of our
Board of Trustees, to manage the investment and reinvestment of the assets in
our Payson Value Fund and Payson Balanced Fund (the "Funds") as specified below,
and, without limiting the generality of the foregoing, to provide management and
other services specified below.

(a) You will make decisions with respect to all purchases and sales
of securities in the Funds. To carry out such decisions, you are hereby
authorized, as our agent and attorney-in-fact, for our account and at our risk
and in our name, to place orders for the investment and reinvestment of the
assets of the Funds. In all purchases, sales and other transactions in
securities in the Funds you are authorized to exercise full discretion and act
for us in the same manner and with the same force and effect as we might or
could do with respect to such purchases, sales or other transactions, as well as
with respect to all other things necessary or incidental to the furtherance or
conduct of such purchases, sales or other transactions.

(b) You will report to our Board of Trustees at each meeting thereof
all changes in the Funds since the prior report, and will also keep us in touch
with important
<PAGE>

developments affecting the Funds and on your own initiative will furnish us from
time to time with such information as you may believe appropriate for this
purpose, whether concerning the individual companies whose securities are
included in the Funds, the industries in which they engage, or the conditions
prevailing in the economy generally. You will also furnish us with such
statistical and analytical information with respect to securities in the Funds
as you may believe appropriate or as we reasonably may request. In making such
purchases and sales of securities in the Funds, you will bear in mind the
policies set from time to time by our Board of Trustees as well as the
limitations imposed by our Articles of Incorporation and in our Registration
Statements under the Act and the Securities Act of 1933, the limitations in the
Act and of the Internal Revenue Code in respect of regulated investment
companies and the investment objective, policies and restrictions for the Funds.

(c) It is understood that you will from time to time employ or
associate with yourselves such persons as you believe to be particularly fitted
to assist you in the execution of your duties hereunder, the cost of performance
of such duties to be borne and paid by you. No obligation may be incurred on
our behalf in any such respect.

3. It is further agreed that, subject to paragraph 4 of the Management
and Distribution Agreement between us and Forum Financial Services, Inc. that
relates to the Funds (the "Management and Distribution Agreement"), we shall be
responsible and hereby assume the obligation for payment of all our other
expenses, including: (a) payment of the fee payable to you under paragraph 5
hereof, the fee payable to Forum Financial Services, Inc. pursuant to the
Management and Distribution Agreement between Forum Financial Services, Inc. and
us and fees payable to investment advisers who manage our other investment
portfolios; (b) interest charges, taxes, brokerage fees and commissions; (c)
certain insurance premiums; (d) fees, interest charges and expenses of our
custodian, transfer agent and dividend disbursing agent; (e) telecommunications
expenses; (f) auditing, legal and compliance expenses; (g) costs of our
formation and maintaining our corporate existence; (h) costs of preparing and
printing our Prospectuses, Statements of Additional Information, account
application forms and shareholder reports and their delivery to existing and
prospective shareholders; (i) costs of maintaining books of original entry for
portfolio and fund accounting and other required books and accounts and of
calculating the net asset value of our shares; (j) costs of reproduction,
stationery and supplies; (k) compensation of our trustees, officers and
employees and costs of other personnel performing services for us who are not
your officers or officers of Forum Financial Services, Inc., or your and its
respective affiliates; (l) costs of corporate meetings; (m) Securities and
Exchange Commission registration fees and related expenses; (n) state securities
laws registration fees and related expenses and (o) all fees and expenses paid
by us in accordance with any distribution plan adopted by us pursuant to Rule
12b-1 under the Act.

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<PAGE>

negligence in the performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.

5. In consideration of the foregoing we will pay you, with respect to the
Payson Value Fund, a fee at an annual rate of .80% of the Fund's average daily
net assets and, with respect to the Payson Balanced Fund, a fee at an annual
rate of .60% of the Fund's average daily net assets. Such fees shall be accrued
by us daily and shall be payable monthly in arrears on the first day of each
calendar month for services performed hereunder during the prior calendar month.
Payment of the advisory fees will be reduced or postponed, if necessary, with
any adjustments made within three months after the end of the year.

6. This agreement shall become effective immediately upon approval by a
majority of the outstanding voting securities (as defined in the Investment
Company Act) of each Fund and shall remain in effect for a period of two years
from the date of such approval and shall continue in effect thereafter for
successive twelve-month periods (computed from each anniversary date of the
effective date) with respect to each Fund, provided that such continuance is
specifically approved at least annually by our Board of Trustees or by majority
vote of the holders of the outstanding voting securities (as defined) of each
Fund, and, in either case, by a majority of our trustees who are not parties to
this agreement or interested persons, as defined in the Act, of any such party
(other than as our trustees), provided further, however, that if this agreement
or its continuation is not so approved as to a Fund, you may continue to render
to such Fund the services described herein in the manner and to the extent
permitted by the Act and the rules and regulations thereunder. Upon the
effectiveness of this agreement, it shall supersede all previous agreements
between us covering the subject matter hereof. This agreement may be terminated
with respect to any Fund at any time, without the payment of any penalty, by
vote of a majority of the outstanding voting securities (as so defined) of such
Fund, or by a vote of a majority of our entire Board of Trustees on 60 days'
written notice to you, or by you with respect to any Fund on not more than 60
days' nor less than 30 days' written notice to us.

8. Except to the extent necessary to perform your obligations hereunder,
nothing herein shall be deemed to limit or restrict your right, or the right of
any of your officers, trustees or employees who may also be a trustee, officer
or employee of ours, or persons otherwise affiliated with us (within the meaning
of the Act) to engage in any other business or to devote time and attention to
the management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
trust, firm, individual or association.

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<PAGE>

If the foregoing is in accordance with your understanding, will you kindly
so indicate by signing and returning to us the enclosed copy hereof.

Very truly yours,

FORUM FUNDS

By /s/ John Y. Keffer
------------------
John Y. Keffer

Accepted: December 18, 1995

H. M. PAYSON & CO.

By /s/ John C. Downing
-------------------
John C. Downing

-4-

<PAGE>

Exhibit 6(a)

FORUM FUNDS
MANAGEMENT AND DISTRIBUTION AGREEMENT

AGREEMENT made the 18th day of December, 1995, between Forum Funds (the
"Trust"), a corporation organized under the laws of the State of Delaware with
its principal place of business at 2 Portland Square, Portland, Maine 04101, and
Forum Financial Services, Inc. ("Forum"), a corporation organized under the laws
of State of Delaware with its principal place of business at 61 Broadway, New
York, New York 10006.

WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "Act") as an open-end management investment company and
may issue its shares of common stock, $0.001 par value, in separate series and
classes; and

WHEREAS, the Trust desires that Forum perform certain management and
distribution services for each of the series of the Trust as listed in Appendix
A hereto (each a "Fund" and collectively the "Funds") and Forum is willing to
provide those services on the terms and conditions set forth in this Agreement;

NOW THEREFORE, the Trust and Forum agree as follows:

SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS

The Trust is engaged in the business of investing and reinvesting its
assets in securities of the type and in accordance with the limitations
specified in the Trust's Trust Instrument, By-Laws and registration statement
filed with the Securities and Exchange Commission (the "SEC"), under the Act and
the Securities Act of 1933 (the "Securities Act"), including any representations
made in a prospectus ("Prospectus") or statement of additional information
("Statement of Additional Information") relating to a Fund contained therein and
as may be supplemented from time to time, all in such manner and to such extent
as may from time to time be authorized by the Trust's Board of Trustees (the
"Board"). The Board is authorized to issue any unissued shares in any number of
additional classes or series. The Trust has delivered copies of the documents
listed in this Section and will from time to time furnish Forum with any
amendments thereof.

SECTION 2. APPOINTMENT

The Trust hereby employs Forum, subject to the direction and control of the
Board, to manage all aspects of the Trust's operations with respect to each Fund
except those which are the responsibility of any investment adviser to a Fund
(the "Adviser") and to serve as distributor of the shares of common stock of
each Fund (the "Shares") pursuant to the provisions of Section 4 hereof.
<PAGE>

SECTION 3. ADMINISTRATIVE DUTIES

With respect to the Funds, Forum will arrange to:

(a) provide the Trust, at the Trust's expense, with the maintenance of
certain books and records, such as journals, ledger accounts and other records
described in Rule 31a-1 under the Act, the transmission of purchase and
redemption orders for shares of the Funds, the notification to the Trust's
investment advisers of available funds for investment, and the reconciliation of
account information and balances among its custodian, transfer agent and
dividend disbursing agent and its investment adviser;

(b) provide the Trust, at the Trust's expense, with the services of persons
competent to perform such supervisory, administrative and clerical functions as
are necessary to provide effective operation of its corporation, including the
services described in subparagraph (a) above of this Section 3;

(c) oversee the performance of administrative and professional services
rendered to the Trust by others, including the Trust's custodians, transfer
agents and dividend disbursing agent, as well as accounting, auditing and other
services performed for the Trust, including the calculation of the net asset
value of shares of the Funds;

(d) provide the Trust with adequate general office space and facilities;

(e) oversee the preparation and the printing of the periodic updating of
the Trust's registration statement, Prospectuses and Statement of Additional
Information, the Trust's tax returns, and reports to its stockholders, the SEC
and state securities administrators; and

(f) maintain records relating to its services as are required to be
maintained by the Trust under the Act. The books and records pertaining to the
Trust which are in possession of Forum shall be the property of the Trust. The
Trust, or the Trust's authorized representatives, shall have access to such
books and records at all times during Forum's normal business hours. Upon the
reasonable request of the Trust, copies of any such books and records shall be
provided promptly by Forum to the Trust or the Trust's authorized
representatives.

SECTION 4. DISTRIBUTION SERVICES

(a) Forum shall act as agent and sole distributor of the Trust to offer,
and to solicit offers to subscribe to, the unsold balance of Shares as shall
then be effectively registered under the Securities Act. All subscriptions for
Shares obtained by Forum shall be directed to the Trust for acceptance and shall
not be binding on the Trust until accepted thereby. Forum shall have no
authority to make binding subscriptions on behalf of the Trust. The Trust
reserves the right to sell Shares directly to investors through subscriptions
received by the Trust. The right given to Forum under this Agreement shall not
apply to Shares issued in connection with (a) the merger or consolidation of any
other investment company with the Trust, (b) the Trust's acquisition by purchase
or otherwise of all or substantially all of the assets or stock of any other
investment

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<PAGE>

company, or (c) the reinvestment in Shares by the Trust's shareholders of
dividends or other distributions or any other offering by the Trust of
securities to its shareholders.

(b) Forum will use its best efforts to obtain subscriptions to Shares upon
the terms and conditions contained herein and in the then current Prospectus,
including the offering price. Forum will send to the Trust promptly all
subscriptions placed with Forum. The Trust will advise Forum in its capacity as
distributor hereunder of the approximate net asset value per Share or net asset
value per Share (as used in the Prospectus) on any date requested by Forum and
at such other times as it shall have been determined by the Trust. The Trust
shall furnish Forum from time to time, for use in connection with the offering
of Shares, such other information with respect to the Trust and Shares as Forum
may reasonably request. The Trust shall supply Forum with such copies of the
current Prospectus in effect from time to time as Forum may request. Forum may
use employees, and agents and other persons who need not be its employees, at
Forum's cost and expense, to assist Forum in carrying out its obligations
hereunder, but no such employee, agent or other person shall be deemed to be the
Trust's agent or have any rights under this Agreement.

(c) The Trust reserves the right to suspend the offering of Shares at any
time, in the absolute discretion of the Board, and upon notice of such
suspension Forum shall cease to offer Shares.

(d) The Trust and Forum will cooperate with each other in taking such
action as may be necessary to qualify Shares for sale under the securities laws
of such states as the Trust may designate, provided, that Forum shall not be
required to register as a broker-dealer or file a consent to service of process
in such state. The Trust will pay all fees and expenses of registering Shares
under the Securities Act and of qualification of Shares and its qualification
under applicable state securities laws. Forum shall pay all expenses relating
to its broker-dealer qualification.

(e) The Trust represents to Forum that its Registration Statement and
Prospectus (as in effect from time to time) under the Securities Act have been
or will be, as the case may be, carefully prepared in conformity with the
requirements of the Securities Act and the rules and regulations of the SEC
thereunder. The Trust represents and warrants to Forum in Forum's capacity as
distributor that Registration Statement and Prospectus contain or will contain
all statements required to be stated therein in accordance with the Securities
Act and the rules and regulations of the SEC, and that all statements of fact
contained or to be contained therein are or will be true and correct at the time
indicated or on the effective date as the case may be; that neither the
Registration Statement nor the Prospectus, when it shall become effective or be
authorized for use, will include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading to a purchaser of Shares. The Trust will from
time to time file such amendment or amendments to the Registration Statement and
Prospectus as, in the light of future developments, shall, in the opinion of
counsel to the Trust, be necessary in order to have the Registration Statement
and Prospectus at all times contain all material facts required to be stated
therein or necessary to make any statements therein not misleading to a
purchaser of Shares, but, if the Trust shall not

-3-
<PAGE>

file such amendment or amendments within fifteen days after receipt by the Trust
of a written request from Forum to do so, Forum may, at its option, terminate
this Agreement immediately. The Trust shall not file any amendment to the
Registration Statement or Prospectus without giving Forum reasonable notice
thereof in advance; provided, however , that nothing in this Agreement shall in
any way limit the Trust's right to file at any time such amendments to the
Registration Statement or Prospectus, of whatever character, as the Trust may
deem advisable, such right being in all respects absolute and unconditional.
The Trust represents and warrants to Forum that any amendment to the
Registration Statement or Prospectus hereafter filed will, when it becomes
effective, contain all statements required to be stated therein in accordance
with the Securities Act and the rules and regulations of the SEC, that all
statements of fact contained therein will, when the same shall become effective,
be true and correct and that no such amendment, when it becomes effective, will
include an untrue statement of a material fact or will omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading to a purchaser of Shares.

(f) The Trust agrees to indemnify, defend and hold Forum, its several
officers and Trustees, and any person who controls Forum within the meaning of
Section 15 of the Securities Act (collectively "Forum Indemnitees"), free and
harmless from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which a Forum
Indemnitee may incur, under the Securities Act, or under common law or
otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in the Registration Statement or Prospectus in effect
from time to time under the Securities Act or arising out of or based upon any
alleged omission to state a material fact required to be stated in either
thereof or necessary to make the statements in either thereof not misleading;
provided, however, that in no event shall anything contained in this Section
4(f) be so construed as to protect Forum against any liability to the Trust or
its security holders to which Forum would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of its
duties, or by reason of its reckless disregard of its obligations and duties
under this Section. The agreement to indemnify Forum Indemnitees is expressly
conditioned upon the Trust being notified of any action brought against any
Forum Indemnitee, such notification to be given by letter, telegram or facsimile
addressed to the Trust at its principal office in Portland, Maine, and sent to
the Trust by the person against whom such action is brought within ten days
after the summons or other first legal process shall have been served. The
failure so to notify the Trust of any such action shall not relieve the Trust
from any liability which the Trust may have to the person against whom such
action is brought by reason of any such alleged untrue statement or omission
otherwise than on account of the Trust's indemnity agreement contained in this
Section 4(f). The Trust will be entitled to assume the defense of any suit
brought to enforce any such claim, and to retain counsel of good standing chosen
by the Trust and approved by Forum. In the event the Trust elects to assume the
defense of any such suit and retain counsel of good standing approved by Forum,
the defendant or defendants in such suit shall bear the fees and expenses of any
additional counsel retained by any of them; but in case the Trust does not elect
to assume the defense of any such suit, or in case Forum does not approve of
counsel chosen by the Trust, the Trust will reimburse the Forum Indemnitee named
as defendant or defendants in such suit, for the fees and expenses of any
counsel retained by the Forum Indemnitee. The indemnification

-4-
<PAGE>

agreement contained in this Section 4(f) and the Trust's representations and
warranties in this Agreement shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of a Forum Indemnitee and
shall survive the sale of any Shares made pursuant to subscriptions obtained by
Forum. This Agreement of indemnity will inure exclusively to Forum's benefit,
to the benefit of Forum's successors and assigns, and to the benefit of Forum's
officers and Trustees and any controlling persons and their successors and
assigns. The Trust agrees promptly to notify Forum of the commencement of any
litigation or proceeding against the Trust in connection with the issue and sale
of any Shares.

(g) Forum agrees to indemnify, defend and hold the Trust, the Trust's
several officers and Trustees, and any person who controls the Compny within the
meaning of Section 15 of the Securities Act (collectively "Compnay
Indemnitees"), free and harmless from and against any and all claims, demands,
liabilities, and expenses (including the cost of investigating or defending such
claims, demands or liabilities and any reasonable counsel fees incurred in
connection therewith) which a Trust Indemnitee may incur under the Act or under
common law or otherwise, but only to the extent that such liability, or expense
incurred by the Trust Indemnitee resulting from such claims or demands shall
arise out of or be based upon any alleged untrue statement of a material fact
contained in information furnished in writing by Forum in its capacity as
distributor for use in the Registration Statement or Prospectus in effect from
time to time under the Securities Act, or shall arise out of or be based upon
any alleged omission to state a material fact in connection with such
information required to be stated in the Registration Statement or Prospectus or
necessary to make such information not misleading. The agreement to indemnify
Trust Indemnitees is expressly conditioned upon Forum being notified of any
action brought against a Compamny Indemnitee, such notification to be given by
letter, telegram or facsimile addressed to Forum at its principal office in New
York, New York, and sent to Forum by the person against whom such action is
brought, within ten days after the summons or other first legal process shall
have been served. Forum shall have a right to control the defense of such
action, with counsel of Forum's own choosing, satisfactory to the Trust, if such
action is based solely upon such alleged misstatement or omission on Forum's
part, and in any other event Forum and the Trust Indemnitees shall each have the
right to participate in the defense or preparation of the defense of any such
action. The failure so to notify Forum of any such action shall not relieve
Forum from any liability which it may have to a Compnay Indemnitee by reason of
any such untrue statement or omission on Forum's part otherwise than on account
of Forum's indemnity agreement contained in this Section 4(g).

(h) The Trust agrees to advise Forum immediately: (i) of any request by
the SEC for amendments to the Registration Statement or Prospectus or for
additional information, (ii) in the event of the issuance by the SEC of any stop
order suspending the effectiveness of the Registration Statement or Prospectus
or the initiation of any proceedings for that purpose, (iii) of the happening of
any material event which makes untrue any statement made in the Registration
Statement or Prospectus or which requires the making of a change in either
thereof in order to make the statements therein not misleading, and, (iv) of all
action of the SEC with respect to any amendments to the Registration Statement
or Prospectus which may from time to time be filed with SEC under the Securities
Act.

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<PAGE>

SECTION 5. STANDARD OF CARE

The Trust shall expect of Forum, and Forum will give the Trust the benefit
of, Forum's best judgment and efforts in rendering these services to the Trust,
and the Trust agrees as an inducement to Forum's undertaking these services that
Forum shall not be liable hereunder for any mistake of judgment or in any event
whatsoever, except for lack of good faith, provided that nothing herein shall be
deemed to protect, or purport to protect, Forum against any liability to the
Trust or to its security holders to which Forum would otherwise be subject by
reason of wilful misfeasance, bad faith or gross negligence in the performance
of Forum's duties hereunder, or by reason of Forum's reckless disregard of its
obligations and duties hereunder.

SECTION 6. COMPENSATION; EXPENSES

(a) In consideration of the administrative services performed by Forum as
described herein, the Trust will pay Forum, with respect to each Fund a fee at
the annual rate as listed in Appendix A hereto. Such fee shall be accrued by
the Trust daily and shall be payable monthly in arrears on the first day of each
calendar month for services performed hereunder during the prior calendar month.

(b) With respect to each Fund, Forum shall be responsible for the portion
of the net expenses that relate to each of the Funds (except interest, taxes,
brokerage, fees and expenses paid by the Trust pursuant to Rule 12b-1 under the
Act, and organization expenses, all to the extent such exclusions are permitted
by applicable state law and regulation) incurred by the Trust during each of its
fiscal years or portion thereof that this Agreement is in effect which, as to a
Fund, in any such year exceeds the limits applicable to the Fund under the laws
or regulations of any state in which the shares of the Fund are qualified for
sale (reduced pro rata for any portion of less than a year). This provision
shall not apply with respect to those Funds for which Forum Advisors, Inc.
serves as Adviser or those Funds for which an Adviser has agreed to a similar
provision.

(c) Subject to Section 6(b) hereof and any expense reimbursement
arrangement between the Trust and any Adviser, the Trust shall be responsible
and hereby assumes the obligation for payment of all its other expenses,
including: (i) interest charges, taxes, brokerage fees and commissions; (ii)
certain insurance premiums; (iii) fees, interest charges and expenses of the
Trust's custodian, transfer agent and dividend disbursing agent; (iv)
telecommunications expenses; (v) auditing, legal and compliance expenses; (vi)
costs of the Trust's formation and maintaining its existence; (vii) costs of
preparing and printing the Trust's prospectuses, statements of additional
information, account application forms and shareholder reports and delivering
them to existing and prospective shareholders; (viii) costs of maintaining books
of original entry for portfolio and fund accounting and other required books and
accounts and of calculating the net asset value of shares of the Trust; (ix)
costs of reproduction, stationery and supplies; (x) compensation of the Trust's
Trustees, officers, employees and other personnel performing services for the
Trust who are not officers of the Adviser, of Forum Financial Services, Inc. or
of affiliated persons of either; (xi) costs of corporate meetings; (xii)
registration fees and related expenses for registration with the Commission and
the securities regulatory

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<PAGE>

authorities of other countries in which the Trust's shares are sold; (xiii)
state securities law registration fees and related expenses; (xiv) the fees
payable hereunder and the fees payable to any investment adviser to the Trust
under any investment advisory or similar agreement; (xv) and all other fees and
expenses paid by the Trust pursuant to any distribution or shareholder service
plan adopted pursuant to Rule 12b-1 under the Act or otherwise.

SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION

(a) This Agreement shall become effective with respect to each Fund on the
date of its execution or amendment to include the Fund. Upon effectiveness of
this Agreement with respect to a Fund, it shall supersede all previous
agreements between the parties hereto covering the subject matter hereof insofar
as such Agreement may have been deemed to relate to the Fund.

(b) This Agreement shall continue in effect with respect to a Fund for a
period of one year from its effectiveness and shall continue in effect for
successive twelve-month periods; provided, however, that continuance is
specifically approved at least annually (i) by the Board or by a vote of a
majority of the outstanding voting securities of the Fund and (ii) and by a
majority of Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party (other than as Trustees of the Trust) and
who do not have any direct or indirect financial interest in any plan adopted
pursuant to Rule 12b-1 under the Act with respect to the Fund or in any
agreement related to any such plan; provided further, however, that if the
continuation of this Agreement is not approved as to a Fund, Forum may continue
to render to the Fund the services described herein in the manner and to the
extent permitted by the Act and the rules and regulations thereunder.

(c) This Agreement may be terminated with respect to a Fund at any time,
without the payment of any penalty, (i) by the Board on 60 days' written notice
to Forum or (ii) by Forum on 60 days' written notice to the Trust. This
Agreement shall terminate upon assignment.

SECTION 8. ACTIVITIES OF FORUM

Except to the extent necessary to perform Forum's obligations hereunder,
nothing herein shall be deemed to limit or restrict Forum's right, or the right
of any of Forum's officers, Trustees or employees who may also be a trustee,
officer or employee of the Trust, or persons otherwise affiliated persons of the
Trust to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
trust, firm, individual or association.

SECTION 9. MISCELLANEOUS

(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto.

(b) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.

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<PAGE>

(d) The terms "vote of a majority of the outstanding voting securities,"
"interested person," "affiliated person," and "assignment" shall have the
meanings ascribed thereto in the Act.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.

FORUM FUNDS

/s/ John Y. Keffer
--------------------
John Y. Keffer
President

FORUM FINANCIAL SERVICES, INC.

/s/ David R. Keffer
--------------------
David R. Keffer
Vice President

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<PAGE>

FORUM FUNDS
MANAGEMENT AND DISTRIBUTION AGREEMENT

DECEMBER 18, 1995

APPENDIX A

Management Fee as a % of
the Annual Average Daily
Fund Net Assets of the Fund
---- ------------------------

Payson Balanced Fund 0.20%
Payson Value Fund 0.20%
Daily Assets Cash Fund 0.30%
Daily Assets Government Fund 0.30%
Daily Assets Treasury Fund 0.30%
Daily Assets Taxsaver Fund 0.30%

<PAGE>

Exhibit 6(b)
FORUM FUNDS
DISTRIBUTION SERVICES AGREEMENT

AGREEMENT made as of December 18, 1995, between Forum Funds (the "Trust"),
and Forum Financial Services, Inc., (the "Underwriter") each a Delaware
corporation.

W I T N E S S E T H

WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), as an open-end management investment
company and it is in the interest of the Trust to offer shares of those series
and classes as listed in Appendix A hereto (the "Funds") for sale continuously;

WHEREAS, the Underwriter is a registered broker-dealer engaged in the
business of selling shares of registered investment companies either directly to
purchasers or through other securities dealers;

WHEREAS, the Trust and the Underwriter wish to enter into an agreement with
each other with respect to the continuous offering of the Funds' shares in order
to promote the growth of the Fund and facilitate the distribution of its shares;

NOW, THEREFORE, the parties agree as follows:

SECTION 1. APPOINTMENT OF THE UNDERWRITER. The Trust hereby appoints the
Underwriter as the principal underwriter and distributor of the Funds to sell
shares of common stock, par value $.001, of the Funds (sometimes herein referred
to as "shares") to the public and hereby agrees during the term of this
Agreement to sell shares of the Funds to the Underwriter upon the terms and
conditions herein set forth.

SECTION 2. EXCLUSIVE NATURE OF DUTIES. The Underwriter shall be the
exclusive representative of the Trust to act as principal underwriter and
distributor of the Funds except that the rights given under this Agreement to
the Underwriter shall not apply to shares issued in connection with (a) the
merger or consolidation of any other investment company with any of the Funds,
(b) a Fund's acquisition by purchase or otherwise of all or substantially all of
the assets or stock of any other investment company or (c) the reinvestment in
shares by a Fund's shareholders of dividends or other distributions.

SECTION 3. PURCHASE OF SHARES FROM THE TRUST.

(a) On a date to be determined by the Trust following the effective date
of a post-effective amendment to the Trust's registration statement on Form N-1A
containing a prospectus that offers shares of the Funds through the Underwriter
at the public offering price as set forth below, the Trust will commence a
continuous offering of shares of the Funds and, thereafter, the

<PAGE>

Underwriter shall have the right to buy from the Trust the shares needed to fill
unconditional orders for the shares of the Funds placed with the Underwriter by
investors, securities dealers or depository institutions acting as agent for
their customers. The price which the Underwriter shall pay for the shares so
purchased from the Trust shall be the net asset value, determined as set forth
in Section 3(c) hereof, used in determining the public offering price on which
such orders are based.

(b) The shares are to be resold by the Underwriter to investors at the
public offering price, as set forth in Section 3(c) hereof, or to securities
dealers or depository institutions acting as agent for their customers having
agreements with the Underwriter upon the terms and conditions set forth in
Section 7 hereof.

(c) The public offering price of the shares, i.e., the price per share at
which the Underwriter or selected dealers or agents may sell shares to the
public, shall be the public offering price determined in accordance with the
then currently effective prospectus (the "Prospectus") and statement of
additional information (the "Statement of Additional Information") of the Trust
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
such shares, but not to exceed the net asset value at which the Underwriter is
to purchase such shares, plus a sales charge equal to a specified percentage or
percentages of the public offering price as set forth in the current Prospectus
relating to the Funds. Shares may be sold to certain classes of persons at
reduced sales charges or without any sales charge as from time to time set forth
in the current Prospectus and Statement of Additional Information relating to
the Funds. All payments to the Trust hereunder shall be made in the manner set
forth in Section 3(f) hereof.

(d) The net asset value of shares of each of the Funds shall be determined
by the Trust, or any agent of the Trust, as of the close of the New York Stock
Exchange on each Fund Business Day in accordance with the method set forth in
the Prospectus and Statement of Additional Information and guidelines
established by the Board of Trustees of the Trust.

(e) The Trust reserves the right to suspend the offering of shares of the
Funds at any time in the absolute discretion of its Board of Trustees.

(f) The Trust, or any agent of the Trust designated in writing to the
Underwriter by the Trust, shall be promptly advised by the Underwriter of all
purchase orders for shares received by the Underwriter. Any order may be
rejected by the Trust; provided, however, that the Trust will not arbitrarily or
without reasonable cause refuse to accept or confirm orders for the purchase of
shares. The Trust (or its agent) will confirm orders upon their receipt, will
make appropriate book entries and upon receipt by the Trust (or its agent) of
payment thereof, will deliver deposit receipts or certificates for such shares
pursuant to the instructions of the Underwriter. Payment shall be made in New
York Clearing House funds. The Underwriter agrees to cause such payment and
such instructions to be delivered promptly to the Trust (or its agent).

SECTION 4. REPURCHASE OR REDEMPTION OF SHARES BY THE TRUST.

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<PAGE>

(a) Any of the outstanding shares of the Funds may be tendered for
redemption at any time, and the Trust agrees to redeem or repurchase the shares
so tendered in accordance with its obligations as set forth in its Trust
Instrument and in accordance with the applicable provisions set forth in the
Prospectus and Statement of Additional Information relating to the Funds. The
price to be paid to redeem or repurchase the shares of the Funds shall be equal
to the net asset value calculated in accordance with the provisions of Section
3(d) hereof. All payments by the Trust hereunder shall be made in the manner
set forth below. The redemption or repurchase by the Trust of any of the shares
purchased by or through the Underwriter will not affect the sales charge secured
by the Underwriter, or any selected dealer or agent (unless such selected dealer
or agent has otherwise agreed with the Underwriter), in the course of the
original sale, regardless of the length of the time period between purchase by
an investor and his tendering for redemption or repurchase. The Trust (or its
agent) shall pay the total amount of the redemption price as defined in this
paragraph pursuant to the instructions of the Underwriter in New York Clearing
House funds on or before the seventh business day subsequent to its having the
notice of redemption in proper form.

(b) Redemption of shares of any Fund or payment may be suspended at times
when the New York Stock Exchange is closed or when trading thereon is closed or
restricted, when an emergency exists as a result of which disposal by the Trust
of securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Trust fairly to determine the value of the Fund's net
assets, or during any other period when the Securities and Exchange Commission,
by order, so permits.

SECTION 5. DUTIES OF THE TRUST.

(a) The Trust shall furnish to the Underwriter copies of all information,
financial statements and other papers which the Underwriter may reasonably
request for use in connection with the distribution of shares of the Funds, and
this shall include one certified copy, upon request by the Underwriter, of all
financial statements prepared for the Funds by independent public accountants.
The Trust shall make available to the Underwriter such number of copies of the
Prospectus and Statement of Additional Information as the Underwriter shall
reasonably request.

(b) The Trust shall take, from time to time, but subject to the necessary
approval of its shareholders, all necessary action to fix the number of
authorized shares of the Funds and such steps as may be necessary to register
the shares under the Securities Act, to the end that there will be available for
sale such number of shares as the Underwriter reasonably may be expected to
sell.

(c) The Trust shall use its best efforts to qualify and maintain the
qualification of an appropriate number of shares of each Fund under the
securities laws of such states as the Underwriter and the Trust may approve.
Any such qualification may be withheld, terminated or withdrawn by the Trust at
any time in its discretion. As provided in Section 8(b) hereof, the expense of
qualification and maintenance of qualification shall be borne by the Trust. The

-3-
<PAGE>

Underwriter shall furnish such information and other material relating to its
affairs and activities as may be required by the Trust in connection with such
qualification.

(d) The Trust will furnish, in reasonable quantities upon request by the
Underwriter, copies of annual and interim reports of the Funds.

SECTION 6. DUTIES OF THE UNDERWRITER.

(a) The Underwriter shall devote reasonable time and effort to effect
sales of shares of the Funds, but shall not be obligated to sell any specific
number of shares. The services of the Underwriter to the Trust hereunder are
not to be deemed exclusive and nothing herein contained shall prevent the
Underwriter from entering into like arrangements with other investment companies
so long as the performance of its obligations hereunder is not impaired thereby.

(b) In selling shares of the Funds, the Underwriter shall use its best
efforts in all respects duly to conform with the requirements of all federal and
state laws relating to the sale of such securities. None of the Underwriter,
any selected dealer or agent, or any other person is authorized by the Trust to
give any information or to make any representations other than as is contained
in the Funds' Prospectus and Statement of Additional Information as from time to
time in effect, or any sales literature specifically approved in writing by the
Trust.

(c) The Underwriter shall adopt and follow procedures, as approved by the
officers of the Trust, for the confirmation of sales to investors and selected
dealers or agents, the collection of amounts payable by investors and selected
dealers or agents on such sales, and the cancellation of unsettled transactions,
as may be necessary to comply with the requirements of the National Association
of Securities Dealers, Inc. (the "NASD") as may from time to time exist.

SECTION 7. SELECTED DEALER AGREEMENTS.

(a) The Underwriter shall have the right to enter into selected dealer
agreements or selected agent agreements with securities dealers or depository
institutions, respectively, of its choice for the sale of shares of the Funds
and fix therein the portion of the sales charge which may be allocated to the
selected dealers or agents; provided, that the Trust shall approve the forms of
agreements with such dealers or agents and the compensation set forth therein
and shall evidence such approval by filing the forms and amendments thereto as
exhibits to its then currently effective Registration Statement. Shares of the
Funds shall be resold by such dealers or agents only at the public offering
price(s) set forth in the Prospectus and Statement of Additional Information.

(b) Within the United States, the Underwriter shall offer and sell shares
of the Funds only to such securities dealers as are members in good standing of
the NASD.

SECTION 8. PAYMENT OF EXPENSES.

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<PAGE>

(a) The Trust shall bear all costs and expenses of the Funds, including
fees and disbursements of its counsel and auditors, in connection with the
preparation and filing of its Registration Statement and Prospectus and
Statement of Additional Information, and all amendments and supplements thereto,
and preparing and mailing annual and interim reports and proxy materials to
shareholders (including but not limited to the expense of setting in type any
registration statements, prospectuses, annual or interim reports or proxy
materials).

(b) The Trust shall bear the cost of expenses of qualification of shares
of the Funds for sale, and, if necessary or advisable in connection therewith,
of qualifying the Trust (but not the Underwriter) as an issuer or as a broker or
dealer, in such states of the United States or other jurisdictions as shall be
selected by the Trust and the Underwriter pursuant to Section 5(c) hereof and
the cost and expenses payable to each state or jurisdiction for continuing
qualification therein until the Trust decides to discontinue qualification
pursuant to Section 5(c) hereof.

SECTION 9. INDEMNIFICATION.

(a) The Trust agrees to indemnify, defend and hold the Underwriter, and
any person who controls the Underwriter within the meaning of Section 15 of the
Securities Act, free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending such
claims, demands or liabilities and any counsel fees incurred in connection
therewith) which the Underwriter or any such controlling person may incur,
under the Securities Act or under common law or otherwise, arising out of or
based upon any alleged untrue statement of a material fact contained in the
Trust's Registration Statement or the Prospectus or Statement of Additional
Information in effect from time to time under the Securities Act and relating to
the Funds or arising out of or based upon any alleged omission to state a
material fact required to be stated in any thereof or necessary to make the
statements in any thereof not misleading; provided, however, that in no event
shall anything herein contained be so construed as to protect the Underwriter
against any liability to the Trust or its security holders to which the
Underwriter would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of the
Underwriter's reckless disregard of its obligations and duties under this
agreement. The Trust's agreement to indemnify the Underwriter and any
controlling person as aforesaid is expressly conditioned upon the Trust's being
notified of the commencement of any action brought against the Underwriter or
any such controlling person, such notification to be given by letter or by
telegram addressed to the Trust at its principal office in New York, New York,
and sent to the Trust by the person against whom such action is brought within
ten days after the summons or other first legal process shall have been served.
The Trust will be entitled to assume the defense of any suit brought to enforce
any such claim, and to retain counsel of good standing chosen by the Trust and
approved by the Underwriter. In the event the Trust elects to assume the
defense of any such suit and retain counsel of good standing approved by the
Underwriter, the defendants in the suit shall bear the fees and expenses of any
additional counsel retained by any of them; but in case the Trust does not elect
to assume the defense of the suit or in case the Underwriter does not approve of
counsel chosen by the Trust, the Trust will reimburse the Underwriter or the
controlling person or persons named defendant or defendants in the suit for the
fees and expenses of any counsel retained by the Underwriter or such persons.
The indemnification agreement

-5-
<PAGE>

contained in this Section 9 shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the Underwriter or any
controlling person and shall survive the sale of any of the Funds' shares made
pursuant to subscriptions obtained by the Underwriter. This agreement of
indemnity will inure exclusively to the benefit of the Underwriter, to the
benefit of its successors and assigns, and to the benefit of any controlling
persons and their successors and assigns. The Trust agrees promptly to notify
the Underwriter of the commencement of any litigation or proceeding against the
Trust in connection with the issue and sale of any of shares of the Funds. The
failure to so notify the Trust of the commencement of any such action shall not
relieve the Trust from any liability which it may have to the person against
whom the action is brought by reason of any alleged untrue statement or omission
otherwise than on account of the indemnity agreement contained in this Section
9.

(b) The Underwriter agrees to indemnify, defend and hold the Trust, its
several officers and trustees, and any person who controls the Trust within the
meaning of Section 15 of the Securities Act, free and harmless from and against
any and all claims, demands, liabilities, and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which the Trust, its officers or
trustees, or any such controlling person may incur under the Securities Act or
under common law or otherwise, but only to the extent that such liability or
expense incurred by the Trust, its officers and trustees or controlling person
resulting from such claims or demands shall arise out of or be based upon (i)
any alleged untrue statement of a material fact contained in information
furnished in writing by the Underwriter to the Trust for use in its Registration
Statement insofar as it relates to the Funds or the Prospectus or Statement of
Additional Information in effect from time to time under the Securities Act
relating to the Funds, (ii) any alleged omission to state a material fact in
connection with such information required to be stated in the Registration
Statement, Prospectus or Statement of Additional Information or necessary to
make the information not misleading or (iii) willful misfeasance, bad faith or
gross negligence in the performance by the Underwriter of its duties, or by
reason of the Underwriter's reckless disregard of its obligations and duties
under this agreement. The Underwriter's agreement to indemnify the Trust, its
officers and trustees and any controlling person as aforesaid is expressly
conditioned upon the Underwriter being notified of the commencement of any
action brought against the Trust, its officers or trustees or any controlling
person, such notification to be given by letter or telegram addressed to the
Underwriter at its principal office in New York, New York, and sent to the
Underwriter by the person against whom the action is brought, within ten days
after the summons or other first legal process shall have been served. The
Underwriter will be entitled to assume the defense of the action, with counsel
in good standing of its own choosing approved by the Trust, if the action is
based solely upon alleged misstatement, omission or action described in clauses
(i), (ii) or (iii) above and in any other event the Underwriter and the Trust,
and their officers and trustees or controlling person, shall each have the right
to participate in the defense or preparation of the defense of any such action.
In the event the Underwriter elects to assume the defense of any such suit and
retain counsel of good standing approved by the Trust, the defendants in the
suit shall bear the fees and expenses of any additional counsel retained by any
of them; but in case the Underwriter does not elect to assume the defense of the
suit or in case the Trust does not approve of counsel chosen by the Underwriter,
the Underwriter will reimburse the Trust or the controlling person or persons
named defendant or defendants in the suit for the fees and expenses of any

-6-
<PAGE>

counsel retained by the Trust or such persons. The indemnification agreement
contained in this Section 9 shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the Trust or any
controlling person and shall survive the sale of any of the Funds' shares made
pursuant to subscriptions obtained by the Underwriter. This agreement of
indemnity will inure exclusively to the benefit of the Trust, to the benefit of
its successors and assigns, and to the benefit of any controlling persons and
their successors and assigns. The Underwriter agrees promptly to notify the
Trust of the commencement of any litigation or proceeding against the
Underwriter in connection with the issue and sale of any of the Funds' shares.
The failure so to notify the Underwriter of the commencement of any action shall
not relieve the Underwriter from any liability which it may have to the Trust,
to its officers and trustees, or to controlling persons by reason of any untrue
statement or omission on the part of or action by the Underwriter otherwise than
on account of the indemnity agreement contained in this Section 9.

SECTION 10. NOTIFICATION BY THE TRUST. The Trust agrees to advise the
Underwriter immediately:

(a) of any request by the Securities and Exchange Commission for
amendments to the Trust's Registration Statement insofar as it relates to any of
the Funds, the Prospectus or Statement of Additional Information or for
additional information,

(b) in the event of the issuance by the Securities and Exchange Commission
of any stop order suspending the effectiveness of the Trust's Registration
Statement insofar as it relates to any of the Funds, the Prospectus or Statement
of Additional Information or the initiation of any proceeding for that purpose,

(c) of the happening of any material event which makes untrue any
statement made in the Trust's Registration Statement insofar as it relates to
any of the Funds, the Prospectus or Statement of Additional Information or which
requires the making of a change in either thereof in order to make the
statements therein not misleading and

(d) of all actions of the Securities and Exchange Commission with respect
to any amendments to the Trust's Registration Statement insofar as it relates to
any of the Funds, the Prospectus or Statement of Additional Information which
may from time to time be filed with the Securities and Exchange Commission under
the Securities Act.

SECTION 11. TERM OF AGREEMENT.

(a) This Agreement shall become effective with respect to a Fund upon
approval by a majority of the outstanding voting securities of that Fund
represented in person or by proxy at a meeting of shareholders called for the
purpose of voting thereon. This Agreement shall remain in effect, with respect
to the Fund, for a period of one year from the date of such approval and shall
continue in effect thereafter for successive twelve-month periods (computed from
each anniversary date of the approval) with respect to the Fund, provided that
continuance is specifically approved at least annually by the trustees of the
Trust or by a vote of a majority of

-7-
<PAGE>

the holders of the outstanding voting securities (as defined in the Investment
Company Act) of that Fund; provided further, however, that if the continuation
of this Agreement is not approved as to a Fund, the Underwriter may continue to
render to that Fund the services described herein in the manner and to the
extent permitted by the Investment Company Act and the rules and regulations
thereunder, and this Agreement shall continue with respect to those Funds that
have approved its continuance. Upon effectiveness of this Agreement, it shall
supersede all previous agreements between the parties hereto covering the
subject matter hereof insofar as such agreement may have been deemed to relate
to the Funds. This Agreement may be terminated (i) by the Trust with respect to
a Fund at any time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities (as defined in the Investment
Company Act) of that Fund or by a vote of a majority of the Trustees of the
Trust on sixty days' written notice to the Underwriter; or (ii) by the
Underwriter with respect to a Fund on sixty days' written notice to the Trust.

SECTION 12. NO ASSIGNMENT. This Agreement may not be transferred,
assigned, sold or in any manner hypothecated or pledged by either party hereto
and this agreement shall terminate automatically in the event of any such
transfer, assignment, sale, hypothecation or pledge. The terms "transfer",
"assignment", and "sale" as used in this paragraph shall have the meanings
ascribed thereto by governing law and any interpretation thereof contained in
rules or regulations promulgated by the Securities and Exchange Commission
thereunder.

SECTION 13. NOTICES. Any notice required or permitted to be given
hereunder by either party to the other shall be deemed sufficiently given if
personally delivered or sent by telegram or registered, certified or overnight
mail, postage prepaid, addressed by the party giving such notice to the other
party at the last address furnished by the other party to the party given
notice, and unless and until changed pursuant to the foregoing provisions hereof
addressed to the Trust or the Underwriter.

SECTION 14. GOVERNING LAW. The provisions of this Agreement shall be, to
the extent applicable, construed and interpreted in accordance with the laws of
the State of New York.

-8-
<PAGE>

IN WITNESS WHEREOF, the parties have executed this amended Agreement.

FORUM FUNDS

/s/ John Y. Keffer
------------------
John Y. Keffer
President

FORUM FINANCIAL SERVICES, INC.

/s/ David R. Keffer
------------------
David R. Keffer
Vice President

-9-
<PAGE>

FORUM FUNDS
DISTRIBUTION SERVICES AGREEMENT

DECEMBER 18, 1995

APPENDIX A
FUNDS OF THE TRUST

Investors Bond Fund
TaxSaver Bond Fund
Maine Municipal Bond Fund
New Hampshire Bond Fund

<PAGE>

Exhibit 8(a)
FORUM FUNDS
TRANSFER AGENCY AGREEMENT

AGREEMENT made this 18th day of December, 1995, between Forum Funds (the
"Fund"), and Forum Financial Corp., ("Forum") each a corporation organized under
the laws of the State of Delaware.

WHEREAS, Forum has agreed to act as Transfer Agent for the purpose of
recording the transfer, issuance and redemption of Shares of the Fund,
transferring the Shares of the Fund, disbursing dividends and other
distributions to Shareholders, filing various tax forms, mailing shareholder
information and receiving and responding to various shareholder inquiries;

NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the parties do hereby agree as follows:

SECTION 1. The Fund hereby appoints Forum as its Transfer Agent for each
Series and Forum agrees to act in such capacity upon the terms set forth in this
Agreement.

SECTION 2. The Fund shall furnish to Forum a supply of blank Share
Certificates of each Series and, from time to time, will renew such supply upon
Forum's request. Blank Share Certificates shall be signed manually or by
facsimile signatures of officers of the Fund authorized to sign by law or the
by-laws of the Fund and, if required by Forum shall bear the Fund's seal or a
facsimile thereof.

SECTION 3. Forum shall make original issues of Shares of each Series in
accordance with SECTIONS 13 and 14 below and the Fund's then current prospectus
covering each such Series (the "Prospectus"), upon receipt of (i) Written
Instructions requesting the issuance, (ii) a certified copy of a resolution of
the Fund's Board of Trustees authorizing the issuance, (iii) necessary funds for
the payment of any original issue tax applicable to such Shares, and (iv) an
opinion of the Fund's counsel as to the legality and validity of the issuance,
which opinion may provide that it is contingent upon the filing by the Fund of
an appropriate notice with the Securities and Exchange Commission, as required
by Rule 24f-2 of the Investment Company Act of 1940, as amended from time to
time. If the opinion described in (iv) above is contingent upon a filing under
such rule, the Fund shall fully indemnify Forum for any liability arising from
the failure of the Fund to comply with such rule.

SECTION 4. Transfers of Shares of each Series shall be registered and,
subject to the provisions of SECTION 1 0, new Share Certificates shall be issued
by Forum upon surrender of outstanding Share Certificates in the form deemed by
Forum to be properly endorsed for transfer, which form shall include (i) all
necessary endorsers' signatures guaranteed by a member firm of a national
securities exchange or a domestic commercial bank, (ii) such assurances as Forum
may deem necessary to evidence the genuineness and effectiveness of each
endorsement and (iii) satisfactory evidence of compliance with all applicable
laws relating to the payment or collection of taxes.
<PAGE>

SECTION 5. Forum shall forward Share Certificates in "non-negotiable" form
by first-class or registered mail, or by whatever means Forum deems equally
reliable and expeditious. While in transit to the addressee, all deliveries of
Share Certificates shall be insured by Forum as it deems appropriate. Forum
shall not mail Share Certificates in "negotiable" form, unless requested in
writing by the Fund and fully indemnified by the Fund to Forum's satisfaction.

SECTION 6. In registering transfers of Shares of each Series, Forum may
rely upon the Uniform Commercial Code as in effect in the State of Maryland, or
any other statutes that, in the opinion of Corporation's counsel, protect Forum
and the Fund from liability arising from (i) not requiring complete
documentation, (ii) registering a transfer without an adverse claim inquiry,
(iii) delaying registration for purposes of such inquiry or (iv) refusing
registration whenever an adverse claim requires such refusal.

SECTION 7. Forum may issue new Share Certificates in place of those lost,
destroyed or stolen, upon receiving indemnity satisfactory to Forum, and may
issue new Share Certificates in exchange for, and upon surrender of, mutilated
Share Certificates as Forum deems appropriate.

SECTION 8. Unless otherwise directed by the Fund, Forum may issue or
register Share Certificates reflecting the signature, or facsimile thereof, of
an officer who has died, resigned or been removed by the Fund. The Fund shall
file promptly with Forum approval, adoption or ratification of such action as
may be required by law or by Forum.

SECTION 9. Forum shall maintain customary stock registry records for each
Series in the Fund, noting the issuance, transfer or redemption of Shares and
the issuance and transfer of Share Certificates. Forum may also maintain for
each Series an account entitled "Unissued Certificate Account," in which it will
record the Shares, and fractions thereof, issued and outstanding from time to
time for which issuance of Share Certificates has not been requested. Forum is
authorized to keep records for each Series, containing the names and addresses
of record of Shareholders, and the number of Shares, and fractions thereof, from
time to time owned by them for which no Share Certificates are outstanding. Each
Shareholder will be assigned a single account number for each Series, even
though Shares for which Certificates have been issued will be accounted for
separately.

SECTION 10. Forum shall issue Share Certificates for Shares of each Series
only upon receipt of a written request from a Shareholder. If Shares are
purchased without such request, Forum shall merely note on its stock registry
records the issuance of the Shares and fractions thereof and credit the Unissued
Certificate Account and the respective Shareholders' accounts with the Shares.
Whenever Shares, and fractions thereof, owned by Shareholders are surrendered
for redemption, Forum may process the transactions by making appropriate entries
in the stock transfer records, and debiting the Unissued Certificate Account (if
appropriate) and the record of issued Shares outstanding; it shall be
unnecessary for Forum to reissue Share Certificates in the name of the Fund.

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<PAGE>

SECTION 11. Forum shall also perform the usual duties and function
required of a stock transfer agent for a corporation, including but not limited
to (i) issuing Share Certificates as treasury shares, as directed by Written
Instructions, and (ii) transferring Share Certificates from one Shareholder to
another in the usual manner. Forum may rely conclusively and act without
further investigation upon any list, instruction, certification, authorization,
Share Certificate or other instrument or paper reasonably believed by it in good
faith to be genuine and unaltered, and to have been signed, countersigned or
executed or authorized by a duly authorized person or persons, or by the Fund,
or upon the advice of counsel for the Fund or for Forum. Forum may record any
transfer of Share Certificates which it reasonably believes in good faith to
have been duly authorized, or may refuse to record any transfer of Share
Certificates if, in good faith, it deems such refusal necessary in order to
avoid any liability on the part of either the Fund or Forum. The Fund agrees to
indemnify and hold harmless Forum from and against any and all losses, costs,
claims, and liability that it may suffer or incur by reason of such good faith
reliance, action or failure to act.

SECTION 12. Forum shall notify the Fund of any request or demand for the
inspection of the Fund's share records. Forum shall abide by the Fund's
instructions for granting or denying the inspection; provided, however, Forum
may grant the inspection without such instructions if it is advised by its
counsel that failure to do so will result in liability to Forum.

SECTION 13. For purposes of this Section, the Fund hereby instructs Forum
to consider Shareholder payments as Federal funds no later than on the day
indicated below:

(a) for a wire received from a Shareholder or a Processing Organization
prior to 4:00 p.m., Eastern time on any day other than a Saturday or Sunday, New
Year's Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, Christmas Day, Martin Luther King Day, Veterans Day,
Columbus Day, or any day Forum is closed in observance of any of these holidays
(a "business day"), on the same business day;

(b) for a wire received from a Shareholder or a Processing Organization
after 4:00 p.m., Eastern time on a business day, on the next business day;

(c) for a check drawn on a member bank of the Federal Reserve System and
received prior to 12:00 noon, Eastern time on a business day, on the second
business day following receipt;

(d) for a check drawn on a member bank of the Federal Reserve System and
received on or after 12:00 noon, Eastern time on a business day, on the third
business day following receipt; and

(e) for a check drawn on a financial institution that is not a member of
the Federal Reserve System, at such time as Forum actually receives Federal
funds in respect of that check.

As soon as possible after 4:00 p.m., Eastern time or such other time as the
Fund may specify for any Series (the "Valuation Time") on each business day
Forum shall obtain from the

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<PAGE>

Fund's Manager a quotation (on which it may conclusively rely) of the net asset
value, determined as of the Valuation Time on that day. On each business day
Forum shall use the net asset value determined by the Fund's Manager to compute
the number of Shares and fractional Shares to be purchased and the aggregate
purchase proceeds to be deposited with the Custodian.

SECTION 14. Having made the calculations required by SECTION 13, Forum
shall upon receipt of Federal funds pay the Custodian the aggregate net asset
value of Shares of each Series purchased. The aggregate number of Shares and
fractional Shares purchased shall then be issued daily and credited by Forum to
the Unissued Certificate Account (if appropriate) and the individual account of
the Shareholder. Forum shall also credit each Shareholder's separate account
with the number of Shares purchased by such Shareholder. Forum shall promptly
thereafter mail written confirmation of the purchase to each Shareholder and to
the Fund if requested. Each confirmation shall indicate the prior Share
balance, the new Share balance, the Shares for which Stock Certificates are
outstanding (if any), the amount invested and the price paid for the newly-
purchased Shares.

SECTION 15. Prior to the Valuation Time on each business day, as specified
in accordance with SECTION 13 above, Forum shall process all requests to redeem
Shares of each Series in accordance with SECTION 10, and shall advise the
Custodian of (i) the total number of Shares of each Series available for
redemption and (ii) the number of Shares and fractional Shares requested to be
redeemed. Upon confirmation of the net asset value by the Fund's Manager, Forum
shall notify the Fund and the Custodian of the redemption, apply the redemption
proceeds in accordance with SECTION 16 and the Fund's Prospectus, record the
redemption in the stock registry books, and debit the redeemed Shares from the
Unissued Certificate Account (if appropriate) and the individual account of the
Shareholder.

In lieu of carrying out the redemption procedures described in the
preceding paragraph, Forum may, at the request of the Fund, sell Shares of each
Series to the Fund as repurchases from Shareholders, provided that the sale
price is not less than the applicable redemption price. The redemption
procedures shall then be appropriately modified.

SECTION 16. The proceeds of redemption shall be remitted by Forum in
accordance with the Prospectus as follows:

(a) By check mailed to the Shareholder at his address of record. Unless a
Shareholder shall have authorized telephone redemptions or other forms of
redemption remitted by the Prospectus, the redemption request and Share
Certificates, if any, for Shares being redeemed must reflect a guarantee of the
owner's signature by a domestic commercial bank or trust company or a member
firm of a national securities exchange. The Fund may authorize Forum in writing
to waive the signature guarantee for any specific transaction or classes of
transactions;

(b) by transmitting the appropriate amount in Federal funds in accordance
with Forum's agreement with any Shareholder that is a Processing Organization;
or

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<PAGE>

(c) by other procedures commonly followed by mutual funds, as set forth in
the Prospectus and in a Written Instruction from the Fund and mutually agreed
upon by the Fund and Forum.

For purposes of redemption of shares of any Series that have been purchased
by check within fifteen (15) days prior to receipt of the redemption request,
the Fund shall provide Forum with Written Instructions concerning the time
within which such requests may be honored.

The authority of Forum to perform its responsibilities under SECTIONS 15
and 16 shall be suspended if Forum receives notice of the suspension of the
determination of the Fund's net asset value.

SECTION 17. Upon the declaration of each dividend and each capital gain
distribution by the Fund's Board of Trustees, the Fund shall notify Forum of the
date of such declaration, the amount payable per Share, the record date for
determining the Shareholders entitled to payment, the payment and the
reinvestment date price.

SECTION 18. On or before each payment date the Fund will transfer, or
cause the Custodian to transfer, to Forum the total amount of the dividend or
distribution currently payable, subject to such netting arrangements as may be
agreed to between the Fund and the Custodian. Forum will, on the designated
payment date, reinvest all dividends in additional Shares and, to the extent
provided by the Prospectus covering the Shares, mail to each Shareholder at his
address of record, a statement showing the number of full and fractional Shares
(rounded to three decimal places) then owned by the Shareholder and the net
asset value of such Shares, or transmit such information to each Shareholder
that is a Processing Organization in accordance with its arrangement with Forum;
provided, however, that if a Shareholder elects to receive dividends in cash,
Forum shall prepare a check in the appropriate amount and mail it to him at his
address of record within five (5) business days after the designated payment
date, or in the case of a Shareholder that is a Processing Organization,
transmit the appropriate amount in Federal funds in accordance with the
Processing Organization's agreement with Forum.

SECTION 19. Forum shall maintain records regarding the issuance and
redemption of Shares of each Series and dividend reinvestments. Such records
will list the transactions effected for each Shareholder and the number of
Shares and fractional Shares owned by each for which no Share Certificates are
outstanding. Forum agrees to make available upon request and to preserve for
the periods prescribed in Rule 31a-2 adopted pursuant to the Investment Company
Act of 1940 any records related to services provided under this Agreement and
required to be maintained by Rule 31a-1 of such Act.

SECTION 20. Forum shall maintain those records necessary to enable the
Fund to file, in a timely manner, form N-SAR (Semi-Annual Report) or any
successor monthly, quarterly or annual report required by the Investment Company
Act of 1940, or rules and regulations thereunder.

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<PAGE>

SECTION 21. Forum shall cooperate with the Fund's independent public
accountants and shall take reasonable action to make all necessary information
available to such accountants for the performance of their duties.

SECTION 22. In addition to the services described above, Forum will
perform other services for the Fund as mutually agreed upon in writing from time
to time, including but not limited to preparing and filing Federal tax forms
with the Internal Revenue Service, and, subject to supervisory oversight by the
Fund's manager and distributor, mailing Federal tax information to Shareholders,
mailing semi-annual Shareholder reports, preparing the annual list of
Shareholders, mailing notices of Shareholders' meetings, proxies and proxy
statements and tabulating proxies. Forum shall answer the inquiries of certain
Shareholders related to their share accounts and other correspondence requiring
an answer from the Fund. Forum shall maintain dated copies of written
communications from Shareholders, and replies thereto.

SECTION 23. Nothing contained in this Agreement is intended to or shall
require Forum, in any capacity hereunder, to perform any functions or duties on
any day other than a business day (as defined in SECTION 13 (a)). Functions or
duties normally scheduled to be performed on any day which is not a business day
shall be performed on, and as of, the next business day, unless otherwise
required by law.

SECTION 24. The Fund agrees to pay to Forum compensation for its services
as set forth in Schedule A attached hereto, or as shall be set forth in written
amendments to such Schedule approved by the Fund and Forum from time to time.

Forum shall be reimbursed for its ancillary costs incurred in providing any
services hereunder, including the cost of (or appropriate share of the cost of)
(i) any and all forms and stationery used or specially prepared for the purpose,
(ii) postage, (iii) telephone services, (iv) bank fees, (v) electronic or
facsimile transmission (vi) errors and omissions and other liability insurance
policy premiums of the Transfer Agent and (vii) any items the Fund is
responsible for as described in the Fund's agreements with the Fund's Manager.
The Fund shall reimburse Forum for all expenses and employee time attributable
to any review of the Fund's accounts and records by the Fund's independent
public accountants or any regulatory body outside of routine and normal periodic
reviews and for all expenses for services in connection with Forum's activities
in effecting any termination of this Agreement (except the termination of Forum
for cause), including expenses incurred by Forum to deliver the property of the
Fund in the possession of Forum to the Fund or other persons.

SECTION 25. Forum shall not be liable for any taxes, assessments or
governmental charges that may be levied or assessed on any basis whatsoever in
connection with the Fund or any Shareholder, excluding taxes assessed against
Forum for compensation received by it hereunder.

SECTION 26. Forum shall not be liable for any non-negligent action taken
in good faith and reasonably believed by Forum to be within the powers conferred
upon it by this Agreement. The Fund shall indemnify Forum and hold it harmless
from and against any and all losses,

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<PAGE>

claims, damages, liabilities or expenses (including reasonable expenses for
legal counsel) arising directly or indirectly out of or in connection with this
Agreement; provided such loss, claim, damage, liability or expense is not the
direct result of Forum's negligence or willful misconduct, and provided further
that Forum shall give the Fund notice and reasonable opportunity to defend any
such loss, claim, etc. in the name of the Fund or Forum, or both. Without
limiting the foregoing:

(a) Forum may rely upon the advice of the Fund or counsel to the Fund or
Forum, and upon statements of accountants, brokers and other persons believed by
Forum in good faith to be expert in the matters upon which they are consulted.
Forum shall not be liable for any action taken in good faith reliance upon such
advice or statements;

(b) Forum shall not be liable for any action reasonably taken in good
faith reliance upon any Written Instructions or certified copy of any resolution
of the Fund's Board of Trustees; provided, however, that upon receipt of a
Written Instruction countermanding a prior Instruction that has not been fully
executed by Forum, Forum shall verify the content of the second Instruction and
honor it, to the extent possible. Forum may rely upon the genuineness of any
such document, or copy thereof, reasonably believed by Forum in good faith to
have been validly executed;

(c) Forum may rely, and shall be protected by the Fund in acting, upon any
signature, instruction, request, letter of transmittal, certificate, opinion of
counsel, statement, instrument, report, notice, consent, order, or other paper
or document reasonably believed by it in good faith to be genuine and to have
been signed or presented by the purchaser, Fund or other proper party or
parties; and

(d) Forum may, with the consent of the Fund, subcontract the performance
of all, or any portion of, the services to be provided hereunder with respect to
any Shareholder or group of Shareholders to any Processing Organization or agent
of Forum and may reimburse any such Processing Organization or agent for the
services it performs; provided that no such reimbursement will increase the
amount payable by the Fund pursuant to this Agreement.

SECTION 27. Upon receipt of Written Instructions, Forum is authorized to
make payment upon redemption of Shares without a signature guarantee, and the
Fund hereby agrees to indemnify and hold Forum harmless from any and all
expenses, damages, claims, suits, liabilities, actions, demands or losses
whatsoever arising out of or in connection with such payment if made in
accordance with such Written Instructions. Upon the request of Forum, the Fund
shall assume the entire defense of any such action, suit or claim. Forum shall
notify the Fund in a timely manner of any such action, suit or claim.

SECTION 28. The Fund shall deliver or cause to be delivered over to Forum
(i) an accurate list of Shareholders of the Fund, showing each Shareholder's
address of record, number of Shares owned and whether such Shares are
represented by outstanding Share Certificates or by noncertificated Share
accounts and (ii) all Shareholder records, files, and other materials necessary
or appropriate for proper performance of the functions assumed by the under this

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<PAGE>

Agreement (collectively referred to as the "Materials"). The Fund shall
indemnify and hold Forum harmless from any and all expenses, damages, claims,
suits, liabilities, actions, demands and losses arising out of or in connection
with any error, omission, inaccuracy or other deficiency of such Materials, or
out of the failure of the Fund to provide any portion of the Materials or to
provide any information in the Fund's possession needed by Forum to
knowledgeably perform its functions. SECTION 29. Forum shall, at all times, act
in good faith and shall use whatever methods it deems appropriate to ensure the
accuracy of all services performed under this Agreement. Forum shall be liable
only for loss or damage due to errors caused by Forum's negligence, bad faith or
willful misconduct or that of its employees.

SECTION 30. This Agreement may be amended from time to time by a written
supplemental agreement executed by the Fund and Forum and without notice to or
approval of the Shareholders; provided this Agreement may not be amended in any
manner which would substantially increase the Fund's obligations hereunder
unless the amendment is first approved by the Fund's Board of Trustees,
including a majority of the Trustees who are not a party to this Agreement or
interested persons of any such party, at a meeting called for such purpose. The
parties hereto may adopt procedures as may be appropriate or practical under the
circumstances, and Forum may conclusively rely on the determination of the Fund
that any procedure that has been approved by the Fund does not conflict with or
violate any requirement of its Articles of Incorporation, By-Laws or Prospectus,
or any rule, regulation or requirement of any regulatory body.

SECTION 31. The Fund shall file with Forum a certified copy of the
operative resolution of its Board of Trustees authorizing the execution of
Written Instructions or the transmittal of Oral Instructions.

SECTION 32. The terms, as defined in this Section, whenever used in this
Agreement or in any amendment or supplement hereto, shall have the meanings
specified below, insofar as the context will allow.

(a) The Fund: The term Fund shall mean Forum Funds as defined in the
preamble of this Agreement.

(b) Custodian; Custodian Agreement: The term Custodian shall mean The
First National Bank of Boston, or any successor or other custodian acting as
such for any Series of the Fund. The term Custodian Agreement shall mean the
agreement or agreements between the Fund and the Custodian or Custodians
providing for custodial services to the Fund.

(d) Securities: The term Securities shall mean bonds, debentures, notes,
stocks, shares, evidences of indebtedness, and other securities and investments
from time to time owned by the Fund.

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<PAGE>

(e) Share Certificates: The term Share Certificates shall mean the stock
certificates for the Shares of the Fund.

(f) Shareholders: The term Shareholders shall mean the registered owners
from time to time of the Shares of the Fund, as reflected on the stock registry
records of the Fund.

(g) Shares: The term Shares shall mean the issued and outstanding shares
of common stock of the Fund.

(h) Oral Instructions: The term Oral Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to Forum in person or by telephone, vocal telegram or other
electronic means, by a person or persons reasonably believed in good faith by
Forum to be a person or persons authorized by a resolution of the Board of
Trustees of the Fund to give Oral Instructions on behalf of the Fund. Each Oral
Instruction shall specify whether it is applicable to the entire Fund or a
specific Series of the Fund.

(i) Written Instructions: The term Written Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to Forum in original writing containing original signatures, or
a copy of such document transmitted by telecopy, including transmission of such
signature, or other mechanical or documentary means, at the request of a person
or persons reasonably believed in good faith by Forum to be a person or persons
authorized by a resolution of the Board of Trustees of the Fund to give Written
Instructions on behalf of the Fund. Each Written Instruction shall specify
whether it is applicable to the entire Fund or a specific Series of the Fund.

(j) Processing Organization: The term ProcessingOrganization shall mean a
financial institution that Forum has determined is capable of maintaining
automated data exchange arrangements with Forum and has entered into an
agreement with Forum in a form acceptable to Forum and approved by the Fund.

(k) Fund's Manager: The term Fund's Manager shall mean Forum Financial
Services, Inc. or any successor thereto who acts as the manager of the Fund and
the distributor of its shares.

SECTION 33. In the event that any check or other order for the payment of
money is returned unpaid for any reason, Forum shall promptly notify the Fund of
the non-payment.

SECTION 34. Either party may give sixty (60) days written notice to the
other of the termination of this Agreement, such termination to take effect at
the time specified in the notice. Upon notice of termination, the Fund shall
use its best efforts to obtain a successor transfer agent. If a successor
transfer agent is not appointed within ninety (90) days after the date of the
notice of termination, the Board of Trustees of the Fund shall, by resolution,
designate the Fund as its own transfer agent. Upon receipt of written notice
from the Fund of the appointment of the successor transfer agent and upon
receipt of Oral or Written Instructions Forum shall, upon

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<PAGE>

request of the Fund and the successor transfer agent and upon payment of Forum's
reasonable charges and disbursements, promptly transfer to the successor
transfer agent the original or copies of all books and records maintained by
Forum hereunder and cooperate with, and provide reasonable assistance to, the
successor transfer agent in the establishment of the books and records necessary
to carry out its responsibilities hereunder.

SECTION 35. Any notice or other communication required by or permitted to
be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by first-class mail, postage prepaid, to the
respective parties. Notice to the Fund shall be given as follows until further
notice:

Forum Funds
Two Portland Square
Portland, Maine 04101

Notice to Forum shall be given as follows until further notice:

Forum Financial Corp.
Two Portland Square
Portland, Maine 04101

SECTION 36. The Fund represents and warrants to Forum that the execution
and delivery of this Agreement by the undersigned officer of the Fund has been
duly and validly authorized by resolution of the Fund's Board of Trustees.
Forum represents and warrants to the Fund that the execution and delivery of
this Agreement by the undersigned officer of Forum has also been duly and
validly authorized.

SECTION 37. This Agreement may be executed in more than one counterpart,
each of which shall be deemed to be an original, and shall become effective on
the last date of signature below unless otherwise agreed by the parties. Unless
sooner terminated pursuant to Section 34, this Agreement shall remain in effect
for a period of one year from the date hereof and shall continue in effect
thereafter for successive twelve-month periods (computed from each anniversary
date of the approval) with respect to the Funds, provided that such continuance
is specifically approved at least annually by the Board of Trustees or by a vote
of the stockholders of the Fund and in either case by a majority of the Trustees
who are not parties to this Agreement or interested persons of any such party,
at a meeting called for the purpose of voting on this Agreement.

SECTION 38. This Agreement shall extend to and shall bind the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the Fund without the written consent of
Forum or by Forum without the written consent of the Fund, authorized or
approved by a resolution of the Fund's Board of Trustees. Notwithstanding the
foregoing, either party may assign this Agreement without the consent of the
other party so long as the assignee is an affiliate, parent or subsidiary of the
assigning party and is qualified to act under the Investment Company Act of
1940, as amended from time to time.

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<PAGE>

SECTION 39. This Agreement shall be governed by the laws of the State of
Maine.

WITNESS the following signatures:

FORUM FUNDS

/s/ John Y. Keffer
-------------------------
John Y. Keffer
President

FORUM FINANCIAL CORP.

-------------------------
David R. Keffer
Vice President

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<PAGE>

SCHEDULE A

For its services hereunder Forum will receive, with respect to each Series:
(i) a fee at an annual rate of 0.25 percent of the average daily net assets of
the Series and (ii) a fee of $12,000 per year; such amounts to be computed and
paid monthly in arrears by the Fund; and (iii) Annual Shareholder Account Fees
of $18.00 per shareholder account; such fees to be computed as of the last
business day of the prior month.

<PAGE>

Exhibit 8(b)

FORUM FUNDS
CUSTODIAN AGREEMENT

AGREEMENT, dated as of December 18, 1995, between FORUM FUNDS (the "Fund"),
a corporation operating as an open-end investment company under the Investment
Company Act of 1940, duly organized and existing under the laws of the State of
Delaware, and The First National Bank of Boston (the "Custodian"), a banking
institution organized under the laws of the United States, provides as follows:

WHEREAS, the Fund desires to appoint the Custodian as custodian of its
securities and cash and the Custodian is willing to act in such capacity upon
the terms and conditions set forth below; and

WHEREAS, the Custodian in its capacity as custodian will also collect and
apply the dividends and interest on securities in the manner and to the extent
set forth below;

NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the parties do hereby agree as follows:

SECTION 1. The terms, as defined in this Section, whenever used in this
Agreement or in any amendment or supplement hereto shall have the meanings
specified below, insofar as the context will allow.

(a) The Fund: The term Fund shall mean Forum Funds as defined in the
preamble of this Agreement.

(b) Custodian: The term Custodian shall mean The First National Bank of
Boston, in its capacity as custodian under this Agreement.

(c) Series: The term Series shall mean the Cellular Communications Fund,
or any portfolio that the Fund shall subsequently establish and appoint the
Custodian as custodian thereof and the Custodian shall accept.

(d) Securities: The term Securities shall mean bonds, debentures, notes,
stocks, shares, evidences of indebtedness, and other securities and investments
from time to time owned by the Fund.

(e) Shares: The term Shares shall mean the issued and outstanding shares
of common stock of a Series of the Fund.

(f) Share Certificates: The term Share Certificates shall mean the stock
certificates for the Shares.
<PAGE>

(g) Shareholders: The term Shareholders shall mean the registered owners
from time to time of the Shares, as reflected on the stock registry records of
the Fund.

(h) Oral Instructions: The term Oral Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to the Custodian in person or by telephone, vocal telegram or
other electronic means, by a person or persons reasonably believed in good faith
by the Custodian to be a person or persons authorized by a resolution of the
Board of Trustees of the Fund to give Oral Instructions on behalf of the Fund.
Each Oral Instruction shall specify whether it is applicable to the entire Fund
or a specific Series of the Fund.

(i) Written Instructions: The term Written Instruction shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to the Custodian in original writing containing original
signatures, or a copy of such document transmitted by telecopy, including
transmission of such signature, or other mechanical or documentary means, at the
request of a person or persons reasonably believed in good faith by the
Custodian to be a person or persons authorized by a resolution of the Board of
Trustees of the Fund to give Written Instructions on behalf of the Fund. Each
Written Instruction shall specify whether it is applicable to the Shares of the
Fund or a specific Series of the Fund.

(j) Securities Depository: The term Securities Depository shall mean a
clearing corporation registered under Section 17A of the Securities Exchange Act
of 1934 which maintains a system for the central handling of securities in which
all securities of any particular class or series of any issuer deposited within
the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of the securities.

(k) Book-Entry Securities: The term Book-Entry Securities shall mean
securities issued by the Treasury of the United States of America and Federal
agencies of the United States of America that are maintained in the book-entry
system as provided in Subpart O of Treasury Circular No. 300, 31 C.F.R. 306,
Subpart B of 31 C.F.R. 350 and the book-entry regulations of federal agencies
substantially in the form of Subpart O, or in such successor regulations as may
be adopted from time to time.

(l) Book-Entry Account: The term Book-Entry Account shall mean as account
maintained by a Federal Reserve Bank in accordance with the previously described
Circular and regulations.

(m) Sub-Custodian: The term Sub-Custodian shall mean a Sub-Custodian
approved by the Fund as provided in SECTION 18 of this Agreement.

SECTION 2. The Fund shall, as necessary, file with the Custodian a
certified copy of the operative resolution of the Fund's Board of Trustees
authorizing execution of Written Instructions and the number of signatories
required and setting forth authentic signatures of all

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<PAGE>

signatories authorized to sign on behalf of the Fund or any Series thereof.
Such resolution shall constitute conclusive evidence of the authority of all
signatories designated therein to act and shall be considered in full force and
effect, with the Custodian fully protected in acting in reliance thereon, until
the Custodian receives a certified copy of a replacement resolution adding or
deleting a person or persons authorized to give Written Instructions.

The Fund shall, as necessary, file with the Custodian a certified copy of
the operative resolution of the Fund's Board of Trustees authorizing the
transmittal of Oral Instructions and specifying the person or persons authorized
to give Oral Instructions on behalf of the Fund or any Series thereof. This
resolution shall constitute conclusive evidence of the authority of the person
or persons designated therein to act and shall be considered in full force and
effect, with the Custodian fully protected in acting in reliance therein, until
the Custodian actually receives a certified copy of a replacement resolution
adding or deleting a person or persons authorized to give Oral Instructions. If
the officer certifying the resolution is authorized to give Oral Instructions,
the certification shall also be signed by a second officer of the Fund
authorized to give Written Instructions.

SECTION 3. For all purposes under this Agreement, the Custodian is
authorized to act upon receipt of the first of any Written or Oral Instruction
it receives. If the first Instruction is an Oral Instruction, the Fund shall be
responsible for delivering, or having delivered to the Custodian, a confirmatory
Written Instruction; and in cases where the Custodian receives an Instruction,
whether Written or Oral, with respect to a portfolio transaction, the Fund shall
cause the broker or dealer to send a written confirmation of the transaction to
the Custodian. The Custodian shall be entitled to rely on the first Instruction
received and, for any act or omission undertaken in compliance therewith, shall
be free of liability and fully indemnified and held harmless by the Fund. The
sole obligation of the Custodian with respect to any confirmatory Written
Instruction or broker or dealer written confirmation shall be to make reasonable
efforts to detect any discrepancy between the original Instruction and such
confirmation and to report such discrepancy to the Fund. The Fund shall be
responsible, at the Fund's expense, for taking any action, including any
reprocessing, necessary to correct any discrepancy or error, and to the extent
such action requires the Custodian to act, the Fund shall give the Custodian
specific Written Instructions as to the action required.

SECTION 4. The Fund hereby appoints the Custodian as custodian of the
Securities and cash (collectively, "assets") of each Series from time to time on
deposit hereunder. The Securities held by the Custodian, unless payable to
bearer or maintained in a Securities Depository or Book-Entry Account pursuant
to SECTION 5, shall be registered in the name of the Custodian or in the name of
its nominee, or if directed by Written Instructions, in the name of the Fund or
its nominee. Securities, excepting bearer securities, delivered from time to
time to the Custodian in certificated form shall, in all cases, be in due form
for transfer, or registered as above provided. Such Securities and cash of the
Fund shall be and remain the sole property of the Fund and the Custodian shall
have only custody thereof.

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<PAGE>

The Custodian shall hold, earmark and physically segregate for the
appropriate Series account of the Fund all non-cash property, including all
Securities that are not maintained pursuant to SECTION 5 in a Securities
Depository or Book-Entry Account.

The Custodian shall open and maintain a separate bank account or accounts
in the name of the Fund, subject only to draft or order by the Custodian acting
pursuant to the terms of this Agreement, and shall hold in such account or
accounts, subject to the provisions hereof, all cash received by it from or for
the account of the Fund. Notwithstanding the foregoing, a separate bank account
may be established by the Fund to be used as a petty cash account in accordance
with Rule 17f-3 of the Investment Company Act of 1940 and the Custodian shall
have no duty or liability with regard to such account.

Upon receipt of Written Instructions, cash held by the Custodian for the
Fund shall be deposited by the Custodian to the Custodian's credit in the
banking department of the Custodian or in such other banks or trust companies as
it may in its discretion deem necessary or desirable. Such funds shall be
deposited by the Custodian in its capacity as Custodian and shall be
withdrawable by the Custodian only in that capacity.

SECTION 5. The Fund hereby authorizes the Custodian to deposit assets of
the Fund's Series as follows:

(a) deposit with the Custodian or any other bank licensed and examined by
the United States or any state thereof assets held in the Option Account created
pursuant to SECTION 13(b);

(b) deposit in the Custodian's account(s) with any Securities Depository
all or any part of the Securities as may from time to time be held for the Fund;
and

(c) deposit Book-Entry Securities belonging to the Fund in a Book-Entry
Account maintained for the Custodian by a Federal Reserve Bank.

So long as any deposit referred to in (b) or (c) above is maintained for
the Fund, the Custodian shall

(i) deposit the Securities in an account that includes only assets held
by it for customers;

(ii) send the Fund a confirmation (i.e., an advice of notice of
transaction) of any transfers of the Fund to or from the account;

(iii) with respect to Securities of the Fund transferred to the account,
identify as belonging to the Fund a quantity of securities in a fungible bulk of
securities that are registered in the name of the Custodian or its nominee, or
shown on the Custodian's account on the books of the Securities Depository, the
Book-Entry System, or the Custodian's agent;

-4-
<PAGE>

(iv) promptly send to the Fund all reports it receives from the
appropriate Federal Reserve Bank or Securities Depository on its respective
system of internal accounting control; and

(v) send to the Fund such reports of the systems of internal accounting
control of the Custodian and its agents through which such Securities are
deposited as are available and as the Fund may reasonably request from time to
time.

The Fund warrants that its Board of Trustees has approved the arrangement
for the deposit of Securities in a Securities Depository and Book-Entry System.

The Custodian shall not waive any rights it may have against a Securities
Depository or Federal Reserve Bank. The Fund may elect to be subrogated to the
rights of the Custodian against the Securities Depository or Federal Reserve
Bank or any other person with respect to any claim that the Custodian may have
as a consequence of any loss or damage suffered by the Fund as a result of the
Custodian's use of a Securities Depository or Book Entry Account if and to the
extent that the Fund has not been made whole for any such loss or damage.

SECTION 6. The Fund will initially transfer and deposit or cause to be
transferred and deposited with the Custodian all of the Securities and cash
owned by each Series of the Fund at the time this Agreement becomes effective.
Such transfer and deposit shall be evidenced by appropriate schedules duly
executed by the Fund. The Fund will deposit with the Custodian additional
Securities of the Fund and dividends or interest collected on such Securities as
the same are acquired from time to time.

The Fund will cause to be deposited with the Custodian from time to time
(i) the net proceeds of Securities sold, (ii) the applicable net asset value of
Shares sold, whether representing initial issue or any other securities and
(iii) cash as may be acquired.

SECTION 7. The Custodian is hereby authorized and directed to disburse
cash from time to time as follows:

(a) for the purchase of Securities by the Fund, upon receipt by the
Custodian of (i) Written or Oral Instructions specifying the Securities and
stating the purchase price and the name of the broker, investment banker or
other party to or upon whose order the purchase price is to be paid and (ii)
either the Securities so purchased, in due form for transfer or already
registered as provided in SECTION 4, or notification by a Securities Depository
or a Federal Reserve Bank that the Securities have been credited to the
Custodian's account with the Securities Depository or Federal Reserve Bank;

(b) for transferring funds, including mark-to-the-market payments, as
directed by the Fund in connection with a repurchase agreement covering
Securities that have been received by the Custodian as provided in subsection
(a) above, upon receipt by the Custodian of Written or

-5-
<PAGE>

Oral Instructions specifying the Securities, the purchase price and the party to
whom the purchase price is to be paid;

(c) to advance or pay out accrued interest on bonds purchased, cash
dividends on stocks sold and similar items. In the event that any Securities
are registered in the name of the Fund or its nominee, the Fund will endorse, or
cause to be endorsed, to the Custodian dividend and interest checks, or will
issue appropriate orders to the issuers of the Securities to pay dividends and
interest to the Custodian;

(d) for transferring funds as directed by the Fund to its redemption paying
agent;

(e) for exercising warrants and rights received upon the Securities, upon
timely receipt of Written or Oral Instructions authorizing the exercise of such
warrants and rights and stating the consideration to be paid;

(f) for repaying, in whole or in part, any loan of the Fund, upon receipt
of Written or Oral Instructions directing payment;

(g) for transferring funds to any Sub-Custodian, upon receipt of Written or
Oral Instructions and upon agreement by the Custodian; and

(h) to disburse money to or upon the order of the Fund, as it may from time
to time direct for the following purposes;

(i) to pay proper compensation and expenses of the Custodian;

(ii) to transfer funds to the Fund's dividends disbursing agent;

(iii) to pay, or provide the Fund with money to pay, taxes, upon receipt of
appropriate Written or Oral Instructions;

(iv) to transfer funds to a separate checking account maintained by the
Fund pursuant to Section 17f of the Investment Company Act of 1940, as amended
from time to time; and

(v) to pay interest, management or supervisory fees, administration,
dividend and transfer agency fees and costs, compensation of personnel and
operating expenses, including but not limited to fees for legal, accounting and
auditing services. Before making any such payment or disbursement, however, the
Custodian shall receive, and may conclusively rely upon, Written or Oral
Instructions requesting such payment or disbursement and stating that it is for
one or more or the purposes enumerated above. Notwithstanding the foregoing,
the Custodian may disburse cash for other corporate purposes; provided, however,
that such disbursement may be made only upon receipt of Written or Oral
Instructions stating that such disbursement was authorized by resolution of the
Board of Trustees of the Fund as a proper corporate purpose.

-6-
<PAGE>

The determination of the Board of Trustees of the Fund as to what shall
constitute income derived from the Securities, as distinguished from principal
or capital, shall be final and conclusive upon the Fund, the Custodian and the
Shareholders.

SECTION 8. The Custodian is hereby authorized and directed to deliver
Securities of the Fund from time to time as follows:

(a) for completing sales of Securities sold by the Fund, upon receipt of
(i) Written or Oral Instructions specifying the Securities sold, the amount to
be received and the broker, investment banker or other party to or upon whose
order the Securities are to be delivered and (ii) the net proceeds of sale;
provided, however, that the Custodian may accept payment in connection with the
sale of Book-Entry Securities and Securities on deposit with a Securities
Depository by means of a credit in the appropriate amount to the account
described in SECTION 5(b) or (c) above; and provided further, that the Custodian
may advance the proceeds of sale to the Fund pending the completion of the sale
or the return to the Fund of the Securities in the event the sale fails to be
completed. Any such advance shall be at the Custodian's risk and the Custodian
shall be subrogated to the Fund's rights against any other person in the event
the sale is not completed and the Fund's Securities are not returned;

(b) for exchanging Securities for other Securities (and cash, if
applicable), upon timely receipt of (i) Written or Oral Instructions stating the
Securities to be exchanged, cash to be received and the manner in which the
exchange is to be made and (ii) the other Securities (and cash, if applicable)
as specified in the Written or Oral Instructions;

(c) for exchanging or converting Securities pursuant to their terms or
pursuant to any plan of conversion, consolidation, recapitalization,
reorganization, readjustment or otherwise, upon timely receipt of (i) Written or
Oral Instructions authorizing such exchange or conversion and stating the manner
in which such exchange or conversion is to be made and (ii) the Securities,
certificates of deposit, interim receipts, and/or cash to be received as
specified in the Written or Oral Instructions;

(d) for presenting for payment Securities that have matured or have been
called for redemption;

(e) for depositing with the lender Securities to be held as collateral for
a loan to the Fund, upon receipt of Written or Oral Instructions directing
delivery to the lender;

(f) in connection with a repurchase agreement, upon receipt of Written or
Oral Instructions stating (i) the Securities to be delivered and the payment to
be received and (ii) payment;

(g) for depositing with a depository agent in connection with a tender or
other similar offer to purchase portfolio Securities of the Fund, upon receipt
of Written or Oral Instructions;

-7-
<PAGE>

(h) for depositing Securities with the issuer thereof, or its agents, for
the purpose of transferring such Securities into the name of the Fund, the
Custodian or any nominee of either in accordance with SECTION 4; and

(i) for other proper corporate purposes; provided, that the Custodian shall
receive Written or Oral Instructions requesting such delivery.

SECTION 9. The Fund will cause any bank (including the Custodian) from
which it borrows money using Securities as collateral to deliver to the
Custodian a notice of undertaking in the form then currently employed by the
lender setting forth the amount that the lender will loan to the Fund against
delivery of a stated amount of collateral. The Fund shall promptly deliver to
the Custodian Written or Oral Instructions for each loan, stating (i) the name
of the lender and the amount of loan; and (ii) the name of the issuer, the title
and the number of shares or principal amount of the Securities to be delivered
as collateral. The Custodian shall deliver as directed by the Fund such
specified collateral, if any, and receive from the lender the total amount of
the loan proceeds; provided, however, that no delivery of Securities shall occur
if the amount of loan proceeds does not conform to the amount set forth in the
Written or Oral Instructions, or if such Instructions do not contain the
requirements of (ii) above.

The Custodian shall deliver, from time to time, any Securities required as
additional collateral for any transaction described in this Section, upon
receipt of Written or Oral Instructions. The Fund shall cause all Securities
released from collateral status to be returned directly to the Custodian.

SECTION 10. If, in its sole discretion, the Custodian advances funds to
the Fund to pay for the purchase of Securities, to cover an overdraft of the
Fund's account with the Custodian, or to pay any other indebtedness to the
Custodian, the Fund's indebtedness shall be deemed to be a loan by the Custodian
to the Fund, payable on demand and bearing interest at the rate then charged by
the Custodian for such loans; provided, however, that the Custodian shall obtain
the Fund's prior approval for any advance of funds other than for the purpose of
settling a Securities trade. The Fund hereby agrees that the Custodian shall
have a continuing lien and security interest, to the extent of any such
overdraft or indebtedness, and to the extent required by Regulation U of the
Board of Governors of the Federal Reserve System in the event any security
interest is taken in "margin stock" as therein defined, in any property then
held by the Custodian or its agents for the benefit of the Fund, or in which the
Fund may have an interest. The Fund authorizes the Custodian, in its sole
discretion at any time, to charge any such overdraft or indebtedness, together
with interest due thereon, against any balance then credited to the Fund on the
Custodian's books.

SECTION 11. The Custodian's responsibilities regarding put and call option
contracts will be governed by the following subsections:

(a) With respect to puts and calls traded on securities exchanges:

-8-
<PAGE>

(1) The Custodian shall take action as to put options ("puts") and
call options ("calls") purchased or sold (written) by the Fund regarding escrow
or other arrangements (i) in accordance with the provisions of any agreement
between the Custodian, any broker-dealer registered under the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and a member of the National
Association of Securities Dealers, Inc. and, if necessary, the Fund relating to
compliance with the rules of the Options Clearing Corporation ("OCC") and of any
registered national securities exchange, or of any similar organization or
organizations, or (ii) alternatively, in accordance with subsection (d) as to
covered call options written by the Fund.

(2) The Custodian shall be under no duty or obligation to see that
the Fund has deposited or is maintaining adequate margin, if required, with any
broker in connection with any option, nor shall the Custodian be under any duty
or obligation to present such option to the broker for exercise unless it
receives proper Instructions from the Fund. The Custodian shall have no
responsibility for the legality of any put or call purchased or sold on behalf
of the Fund, the propriety of any such purchase or sale, or the adequacy of any
collateral delivered to a broker in connection with an option or deposited to or
withdrawn from a Segregated Account as described in subsection (c) of this
SECTION 11. The Custodian specifically, but not by way of limitation, shall not
be under any duty or obligation to: (i) periodically check or notify the Fund
that the amount of collateral held by a broker or held in a Segregated Account
as described in subsection (c) of this SECTION 11 is sufficient to protect the
broker against any loss; (ii) effect the return of any collateral delivered to a
broker; or (iii) advise the Fund that any option it holds has or is about to
expire. Such duties or obligations shall be the sole responsibility of the
Fund.

(b) With respect to puts, calls and futures traded on commodities
exchanges:

(1) The Custodian shall take action as to puts, calls and futures
contracts ("futures") purchased or sold by the Fund in accordance with the
provisions of any agreement among the Fund, the Custodian and a futures
commission merchant registered under the Commodity Exchange Act, as amended,
relating to compliance with the rules of the Commodity Futures Trading
Commission and/or any contract market, or any similar organization or
organizations, regarding account deposits in connection with transactions by the
Fund.

(2) The responsibilities and liabilities of the Custodian as to
futures, puts and calls traded on commodities exchanges, any futures commission
merchant account and the Segregated Account shall be limited as set forth in
subsection (a) (2) of this SECTION 11 as if such subsection referred to futures
commission merchants rather than brokers, and futures and puts and calls thereon
instead of options.

(c) The Custodian shall upon receipt of Oral or Written Instructions
establish and maintain a Segregated Account or Accounts for and on behalf of the
Fund, into which Account or Accounts may be transferred cash and Securities (i)
in accordance with the provisions of any agreement among the Fund, the Custodian
and a broker-dealer registered under the Exchange Act and a member of the
National Association of Securities Dealers, Inc. or any futures commission
merchant registered under the Commodity Exchange Act, relating to compliance
with the rules of

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<PAGE>

OCC and of any registered national securities exchange or the Commodity Futures
Trading Commission or any registered contract market, or of any similar
organization or organizations regarding escrow or other arrangements in
connection with transactions by the Fund, and (ii) for the purpose of
segregating cash or Securities in connection with options written by the Fund,
and (iii) for the purposes of compliance by the Fund with the procedures
required by Investment Company Act Release No. 10666, or any subsequent release
or releases of the Securities and Exchange Commission relating to the
maintenance of Segregated Accounts by registered investment companies and (iv)
for other proper corporate purposes, but only, in the case of clause (iv), upon
receipt of, in addition to Written or Oral Instructions, a certified copy of a
resolution of the Board of Trustees of the Fund signed by an officer of the Fund
and certified by the Secretary or an Assistant Secretary, setting forth the
purpose or purposes of such Segregated Account and declaring such purposes to be
proper corporate purposes.

(d) Upon receipt of Written or Oral Instructions, the Custodian will
execute, or cause a Sub-Custodian or depository to execute, an escrow receipt
relating to a call option written by the Fund and will deliver such escrow
receipt against receipt of payment of the premium therefor or, in the case of
call option contracts issued by OCC, an escrow deposit form of OCC pursuant to
the Escrow Deposit Agreement in effect from time to time between the Custodian
and OCC. The Instruction shall contain all information necessary for the
issuance of such receipt or deposit form and will authorize the deposit of the
securities specified therein into an escrow account which will be held by the
Custodian or a depository subject to the terms of such escrow receipt or deposit
form. However, the Custodian agrees that it will not deliver or cause a
depository to deliver any securities deposited in an escrow account pursuant to
an exercise notice unless the Custodian has received Oral or Written Instruction
to do so or (i) the Custodian has duly requested the issuance of such
Instruction; (ii) at least two business days have elapsed since the receipt of
such request to the Fund; and (iii) the Fund has not advised the Custodian that
it has purchased Securities that are to be delivered pursuant to the exercise
notice. The Fund shall be subrogated to the rights of the Custodian against any
party for any claim the Custodian may have as a result of the Custodian's
delivery or directing delivery of Securities deposited in an escrow account
other than pursuant to an Instruction by the Fund. The Fund agrees that it will
not issue an Instruction which shall conflict with the terms of any escrow
receipt executed by the Custodian or any depository in relation to the Fund
which is then in effect. The Custodian need not maintain any written evidence
of any call written by the Fund as part of its duties under this Agreement. The
Fund may write calls on securities ("underlying securities") which are not owned
by the Fund and may issue an Instruction to the Custodian to execute, or cause a
depository to execute, an escrow receipt or deposit form on securities
("convertible securities") which are, or are to be, owned by the Fund and are
convertible into the underlying securities. In such event, any Instruction as
to the execution of the escrow receipt or deposit form will relate only to such
convertible securities but any instruction as to the delivery of such securities
may direct the Custodian to convert the same.

SECTION 12. The Custodian assumes no duty, obligation or responsibility
whatsoever to exercise any voting or consent powers with respect to the
Securities held by it from time to time hereunder. The Fund or such person or
persons as it may designate shall have the right to

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<PAGE>

vote, consent or otherwise act with respect to such Securities. The Custodian
will exercise its best efforts (as defined in SECTION 14) to furnish to the Fund
in a timely manner all proxies or other appropriate authorizations with respect
to Securities registered in the name of the Custodian or its nominee, so that
the Fund or its designee may vote, consent or otherwise act.

SECTION 13. The Fund agrees to pay to the Custodian compensation for its
services as set forth in Schedule A hereto attached, or as shall be set forth in
written amendments to such Schedule approved by the Fund and the Custodian from
time to time.

SECTION 14. The Custodian will exercise its best efforts to forward to the
Fund in a timely manner all notices of stockholder meetings, proxy statements,
annual reports, conversion notices, call notices, or other notices or written
materials of any kind (excluding stock certificates and dividend and interest
payments) received by the Custodian as registered owner of Securities ("notices
and materials"). The Fund and its investment adviser have primary
responsibility for taking action on such notices and materials. Best efforts as
used in this Agreement shall mean the efforts reasonably believed in good faith
by the Custodian to be adequate in the circumstances.

Upon receipt of warrants or rights issued in connection with the assets of
the Fund, the Custodian shall enter into its ledgers appropriate notations
indicating such receipt and shall notify the Fund of such receipt. However, the
Custodian shall have no obligation to take any other action with respect to such
warrants or rights, except as directed in Written or Oral Instructions.

SECTION 15. The Custodian assumes no duty, obligation or responsibility
whatsoever with respect to Securities not deposited with the Custodian.

SECTION 16. The Custodian acknowledges and agrees that all books and
records maintained for the Fund in any capacity under this Agreement are the
property of the Fund and may be inspected by the Fund or any authorized
regulatory agency at any reasonable time. Upon request all such books and
records will be surrendered promptly to the Fund. The Custodian agrees to make
available upon request and to preserve for the periods prescribed in Rule 31a-2
of the Investment Company Act of 1940 any records related to services provided
under this Agreement and required to be maintained by Rule 31a-1 of such Act.

SECTION 17. The Custodian assumes only the duties and obligations
specifically set forth herein, and duties incidental thereto normally performed
by custodians of mutual funds. It specifically assumes no responsibility for
the management, investment or reinvestment of the Securities from time to time
owned by the Fund, whether or not on deposit hereunder. The responsibility for
the proper and timely management, investment and reinvestment of such Securities
shall be that of the Fund and its investment advisor.

The Custodian shall not be liable for any taxes, assessments or
governmental charges that may be levied or assessed upon the Securities held by
it hereunder, or upon the income

-11-
<PAGE>

therefrom. Upon Written or Oral Instructions, the Custodian may pay any such
tax, assessment or charge and reimburse itself out of the monies of the Fund or
the Securities held hereunder.

The Custodian may rely upon the advice of counsel, who may be counsel for
the Fund or for the Custodian, and upon statements of accountants, brokers or
other persons believed by it in good faith to be expert in the matters upon
which they are consulted. The Custodian shall not be liable for any action
taken in good faith reliance upon such advice or statements. The Custodian
shall not be liable for action taken in good faith in accordance with any
Written or Oral Instructions, request or advice of the Fund or its officers, or
information furnished by the Fund or its officers. The Custodian shall not be
liable for any non-negligent action taken in good faith and reasonably believed
by it to be within the powers conferred upon it by this Agreement.

No liability of any kind, other than to the Fund, shall attach to the
Custodian by reason of its custody of the Securities and cash of the Fund under
this Agreement or otherwise as a result of its custodianship. In the event that
any claim shall be made against the Custodian, it shall have the right to pay
the claim and reimburse itself from the assets of the Fund in its hands;
provided, however, that no such reimbursement shall occur unless the Fund is
notified of the claim and is afforded an opportunity to defend the claim, if it
so elects. Except as otherwise provided herein, the Fund shall further agree to
indemnify and hold the Custodian harmless for any loss, claim, damage, expense
or liability arising out of the custodian relationship under this Agreement;
provided such loss, claim, damage, expense or liability is not the direct result
of the Custodian's negligence or willful misconduct.

SECTION 18. Upon receipt of Written or Oral Instructions to appoint a Sub-
Custodian, which shall be deemed a Fund approval of the appointment, the
Custodian shall appoint one or more banking institutions licensed and examined
by the United States or any state thereof as Sub-Custodian of Securities and
cash of the Fund from time to time; provided, however, that the Custodian shall
have requested appointment of a Sub-Custodian.

The Custodian shall have no liability to the Fund or any other person by
reason of any act or omission of any Sub-Custodian, and the Fund shall indemnify
the Custodian and hold it harmless from and against any and all actions, suits
and claims, whether groundless or otherwise, and from and against any and all
losses, damages, costs, charges, counsel fees, payments, expenses and
liabilities arising directly of indirectly out of or in connection with the
performance of any Sub-Custodian; provided, however, that the Custodian shall,
and hereby does, assign to the Fund any and all claims for any losses, costs,
expenses, or damages that may be incurred by the Fund by reason of the
negligence, gross negligence or misconduct of any Sub-Custodian, or by reason of
the failure of a Sub-Custodian to perform in accordance with any applicable
agreement, including instructions of the Custodian of the Fund. The Custodian
shall be under no obligation to prosecute or to defend any action, suit or claim
arising out of, or in connection with, the performance of any Sub-Custodian, if,
in the opinion of the Custodian's counsel, such action will involve the
Custodian in expense or liability. The Fund shall, upon request, furnish the
Custodian with satisfactory indemnity against such expense or liability, and
upon request of the

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<PAGE>

Custodian, the Fund shall assume the entire defense of any action, suit, or
claim subject to the foregoing indemnity.

The Fund shall pay all fees and expenses of any Sub-Custodian.

SECTION 19. This Agreement may be amended from time to time without notice
to or approval of the Shareholders by a written supplemental agreement executed
by the Fund and the Custodian.

SECTION 20. This Agreement may be terminated by either party upon notice
to the other. The termination shall become effective at the time specified in
the notice but no earlier than sixty (60) days after the date of the notice.
Upon notice of termination, the Fund shall use its best efforts to obtain a
successor custodian. If a successor custodian is not appointed within sixty
(60) days after the date of the notice of termination, the Board of Trustees
of the Fund shall, by resolution, designate the Fund as its own custodian.
Each successor custodian shall be a person qualified to serve under the
Investment Company Act of 1940, as amended from time to time. Promptly
following receipt of written notice from the Fund of the appointment of a
successor custodian and receipt of Written or Oral Instructions, the Custodian
shall deliver upon payment of the Custodian's reasonable charges and
disbursements and any other amounts due all Securities and cash it then holds
directly to the successor custodian and shall, upon request of the Fund and the
successor custodian, execute and deliver to the successor custodian an
instrument approved by its counsel transferring to the successor custodian all
the rights, duties and obligations of the Custodian, transfer to the successor
custodian the originals or copies of all books and records maintained by the
Custodian hereunder and cooperate with, and provide reasonable assistance to,
the successor custodian in the establishment of the books and records necessary
to carry out its responsibilities hereunder. If the Fund's Board of Trustees
fails to designate a successor custodian or to designate the Fund as its own
custodian within sixty (60) days after the date of the notice of termination,
the Custodian may, at the expense of the Fund, apply to the Federal District
Court for the Commonwealth of Massachusetts for further direction as to the
disposition of the Fund's assets. Notwithstanding the termination of this
Agreement, the Custodian shall be obligated to safeguard the assets of the Fund
and may change reasonable and customary fees for doing so pending receipt by the
court or the Fund of instructions for delivery of all securities and cash held,
but the Custodian shall have no obligation to process any other transactions or
perform any other custodial functions following termination of this Agreement.
Upon delivery of the Securities and other assets of the Fund and compliance with
the other requirements of this SECTION 20, the Custodian shall have no further
duty or liability hereunder. Every successor custodian appointed hereunder
shall execute and deliver an appropriate written acceptance of its appointment
and shall thereupon become vested with the rights, powers, obligations and
custody of the predecessor custodian.

SECTION 21. Nothing contained in this Agreement is intended to or shall
require the Custodian in any capacity hereunder to perform any functions or
duties on any holiday, weekend or weekday on which the Custodian or the New York
Stock Exchange is closed or permitted by law to be closed. Functions or duties
normally scheduled to be performed on such days shall be

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<PAGE>

performed on, and as of, the next business day on which both the New York Stock
Exchange and the Custodian are open, unless otherwise required by law.

SECTION 22. Unless otherwise agreed upon by the parties, this Agreement
shall become effective as of the date set forth on the first page hereof.

SECTION 23. This Agreement may be executed in more than one counterpart,
each of which shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.

SECTION 24. This Agreement shall extend to and bind the parties hereto and
their respective successors and assigns; provided, however, that this Agreement
shall not be assignable by the Fund without the written consent of the
Custodian, or by the Custodian without the written consent of the Fund,
authorized or approved by a resolution of the Fund's Board of Trustees.
Notwithstanding the foregoing, either party may assign this Agreement without
the consent of the other party so long as the assignee is an affiliate, parent
or subsidiary of the assigning party and the assignee of the Custodian is
qualified to serve as custodian under the Investment Company Act of 1940, as
amended from time to time.

SECTION 25. This Agreement shall be governed by the laws of the
Commonwealth of Massachusetts.

WITNESS the following signatures:

FORUM FUNDS

BY: /s/ John Y. Keffer
--------------------------
John Y. Keffer
TITLE: President
-----------------------

FIRST NATIONAL BANK OF BOSTON

BY: /s/ Janice Charbonnier
--------------------------
Janice Charbonnier
TITLE:
-----------------------

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<PAGE>

SCHEDULE A

BASE FEE $2,000 per annum for each investment adviser to the Fund.
$ 300 per annum for each additional Series after the first Series.

ADMINISTRATIVE FEE - An annual rate of .02% of the average daily value of the
assets of each Series.

TRANSACTION FEES - $15.00 per asset transaction for any asset investment such as
a purchase, sale or corporate action activity.

MINIMUM FEE - $4,000 per annum against the overall custodial relationship.

<PAGE>

Exhibit 9(a)
FORUM FUNDS
MANAGEMENT AGREEMENT

AGREEMENT made the 18th day of December, 1995 between Forum Funds (the
"Trust"), a corporation organized under the laws of the State of Delaware with
its principal place of business at 2 Portland Square, Portland, Maine 04101, and
Forum Financial Services, Inc. ("Forum"), a corporation organized under the laws
of State of Delaware with its principal place of business at 61 Broadway, New
York, New York 10006.

WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "Act") as an open-end management investment company and may
issue its shares of common stock, $0.001 par value, in separate series and
classes; and

WHEREAS, the Trust desires that Forum perform administrative services for
each of the series of the Trust as listed in Appendix A hereto (each a "Fund"
and collectively the "Funds") and Forum is willing to provide those services on
the terms and conditions set forth in this Agreement;

NOW THEREFORE, the Trust and Forum agree as follows:

SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS

The Trust is engaged in the business of investing and reinvesting its
assets in securities of the type and in accordance with the limitations
specified in our Trust Instrument, By-Laws and registration statement filed with
the Securities and Exchange Commission (the "SEC"), under the Act and the
Securities Act of 1933 (the "Securities Act"), including any representations
made in a prospectus ("Prospectus") or statement of additional information
("Statement of Additional Information") relating to a Fund contained therein and
as may be supplemented from time to time, all in such manner and to such extent
as may from time to time be authorized by the Trust's Board of Trustees (the
"Board"). The Board is authorized to issue any unissued shares in any number of
additional classes or series. The Trust has delivered copies of the documents
listed in this Section and will from time to time furnish Forum with any
amendments thereof.

SECTION 2. APPOINTMENT

SECTION 3. ADMINISTRATIVE DUTIES

With respect to the Funds, Forum will arrange to:

(d) provide the Trust with adequate general office space and facilities;

SECTION 4. STANDARD OF CARE

-2-
<PAGE>

SECTION 5. COMPENSATION; EXPENSES

(a) In consideration of the administrative services performed by Forum as
described herein, the Trust will pay Forum, with respect to each Fund a fee at
the annual rate as listed in Appendix A hereto. Such fee shall be accrued by the
Trust daily and shall be payable monthly in arrears on the first day of each
calendar month for services performed hereunder during the prior calendar month.

(c) Subject to Section 3(b) hereof and any expense reimbursement
arrangement between the Trust and any Adviser, the Trust shall be responsible
and hereby assumes the obligation for payment of all its other expenses,
including: (i) interest charges, taxes, brokerage fees and commissions; (ii)
certain insurance premiums; (iii) fees, interest charges and expenses of the
Trust's custodian, transfer agent and dividend disbursing agent; (iv)
telecommunications expenses; (v) auditing, legal and compliance expenses; (vi)
costs of the Trust's formation and maintaining its existence; (vii) costs of
preparing and printing the Trust's prospectuses, statements of additional
information, account application forms and shareholder reports and delivering
them to existing and prospective shareholders; (viii) costs of maintaining books
of original entry for portfolio and fund accounting and other required books and
accounts and of calculating the net asset value of shares of the Trust; (ix)
costs of reproduction, stationery and supplies; (x) compensation of the Trust's
Trustees, officers, employees and other personnel performing services for the
Trust who are not officers of the Adviser, of Forum Financial Services, Inc. or
of affiliated persons of either; (xi) costs of corporate meetings; (xii)
registration fees and related expenses for registration with the Commission and
the securities regulatory authorities of other countries in which the Trust's
shares are sold; (xiii) state securities law registration fees and related
expenses; (xiv) the fees payable hereunder and the fees payable to any
investment adviser to the Trust under any investment advisory or similar
agreement; (xv) and all other fees and expenses paid by the Trust pursuant to
any distribution or shareholder service plan adopted pursuant to Rule 12b-1
under the Act or otherwise.

SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION

(a) This Agreement shall become effective with respect to each Fund on the
date of its execution or amendment to include the Fund. Upon effectiveness of
this Agreement with

-3-
<PAGE>

respect to a Fund, it shall supersede all previous agreements between the
parties hereto covering the subject matter hereof insofar as such Agreement may
have been deemed to relate to the Fund.

(b) This Agreement shall continue in effect with respect to a Fund for a
period of one year from its effectiveness and shall continue in effect for
successive twelve-month periods; provided, however, that continuance is
specifically approved at least annually (i) by the Board or by a vote of a
majority of the outstanding voting securities of the Fund and (ii) by a vote of
a majority of Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party (other than as Trustees of the Trust);
provided further, however, that if the continuation of this Agreement is not
approved as to a Fund, Forum may continue to render to the Fund the services
described herein in the manner and to the extent permitted by the Act and the
rules and regulations thereunder.

SECTION 7. ACTIVITIES OF FORUM

Except to the extent necessary to perform Forum's obligations hereunder,
nothing herein shall be deemed to limit or restrict Forum's right, or the right
of any of Forum's officers, trustees or employees who may also be a trustee,
officer or employee of the Trust, or persons otherwise affiliated persons of the
Trust to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
trust, firm, individual or association.

SECTION 8. MISCELLANEOUS

(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto.

(b) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.

(d) The terms "vote of a majority of the outstanding voting securities,"
"interested person," "affiliated person," and "assignment" shall have the
meanings ascribed thereto in the Act.

-4-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.

FORUM FUNDS

/s/ John Y. Keffer
--------------------
John Y. Keffer
President

FORUM FINANCIAL SERVICES, INC.

/s/ David R. Keffer
--------------------
David R. Keffer
Vice President

-5-
<PAGE>

FORUM FUNDS
MANAGEMENT AGREEMENT

DECEMBER 18, 1995

APPENDIX A

Management Fee as a % of
the Annual Average Daily
Fund Net Assets of the Fund
---- ------------------------

Investors Bond Fund 0.30%
TaxSaver Bond Fund 0.30%
Maine Municipal Bond Fund 0.30%
New Hampshire Bond Fund 0.30%

<PAGE>

Exhibit 10

SEWARD & KISSEL
1200 G Street, NW
Washington, DC 20005

Phone: 202/737-8833
Facsimile: 202/737-5184

January 5, 1996

Forum Funds
Two Portland Square
Portland, Maine 04101

Dear Sir or Madam:

We have acted as counsel for Forum Funds, a Delaware business trust
with transferable shares (the "Trust"), in connection with the organization
of the Trust, the registration of the Trust under the Investment Company Act
of 1940 (the "1940 Act") and the registration of an indefinite number of
shares of beneficial interest of its Daily Assets Treasury Fund, Maine
Municipal Bond Fund, New Hampshire Bond Fund, Investors Bond Fund, TaxSaver
Bond Fund, Payson Value Fund and Payson Balanced Fund (the "Funds") under the
Securities Act of 1933.

As counsel for the Trust, we have participated in the preparation of the
Registration Statement on Form N-1A (the "Registration Statement") and the
prospectuses contained therein (the "Prospectuses") relating to such shares
and have examined and relied upon such records of the Trust and such other
documents, including certificates as to factual matters, as we have deemed
necessary to render the opinions expressed herein.

Based on such examination, we are of the opinion that:

1. The Trust has been duly organized and is validly existing as a
business trust with transferable shares of the type commonly called a
Delaware business trust.

2. The Trust is authorized to issue an unlimited number of shares. The
currently issued and outstanding shares of each class of the Daily Assets
Treasury Fund, Maine Municipal Bond Fund, New Hampshire Bond Fund, Investors
Bond Fund, TaxSaver Bond Fund, Payson Value Fund and Payson Balanced Fund of
the Trust have been validly and legally issued and are fully paid and
non-assessable shares of beneficial interest of the Trust (the "Outstanding
Shares"). The shares to be offered for sale by the Prospectuses (the
"Registered Shares") and the Outstanding Shares have been duly and validly
authorized by all requisite action of the Trustees of the Trust and no action
of the shareholders of the Trust is or was required in connection therewith.

3. When the Registered Shares have been duly sold, issued, and paid for
as contemplated by the Prospectuses, they will be validly and legally issued,
fully paid and non-assessable by the Trust.

Our opinion above stated is expressed as members of the bar of the
District of Columbia and the State of New York. This opinion does not extend
to the securities or "blue sky" laws of any state.

We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
reference to our firm under the caption "Counsel" in the Statement of
Additional Information of the Funds.

Very truly yours,

/s/ Seward & Kissel

<PAGE>

Exhibit 11

CONSENT OF INDEPENDENT AUDITORS

We consent to the use in Post-Effective Amendment No. 33 to Registration
Statement No. 2-67052 of Forum Funds, Inc. of our report dated May 5 1995,
incorporated by reference in the Statements of Additional Information, which
are a part of such Registration Statement, and to the references to us under
the headings "Financial Highlights" in the Prospectuses, which are a part of
such Registration Statement, and "Other Information" in the Statements of
Additional Information.

/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
January 4, 1996

<PAGE>
<ARTICLE> 6 EX-27
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM FORUM DAILY ASSETS TREASURY FUND DATED SEPTEMBER 30, 1995
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<SERIES>
<NUMBER> 012
<NAME> DAILY ASSETS FUND

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 38,005,333
<INVESTMENTS-AT-VALUE> 38,005,333
<RECEIVABLES> 185,677
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 38,191,010
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 190,425
<TOTAL-LIABILITIES> 190,425
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 37,980,607
<SHARES-COMMON-STOCK> 37,980,607
<SHARES-COMMON-PRIOR> 36,308,407
<ACCUMULATED-NII-CURRENT> 520
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 19,458
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 38,000,585
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,049,617
<OTHER-INCOME> 0
<EXPENSES-NET> 91,913
<NET-INVESTMENT-INCOME> 957,704
<REALIZED-GAINS-CURRENT> 4
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 957,708
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 958,178
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 34,165,888
<NUMBER-OF-SHARES-REDEEMED> 32,526,457
<SHARES-REINVESTED> 32,769
<NET-CHANGE-IN-ASSETS> 1,671,730
<ACCUMULATED-NII-PRIOR> 1,320,747
<ACCUMULATED-GAINS-PRIOR> 21,288
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 36,664
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 185,635
<AVERAGE-NET-ASSETS> 36,664,110
<PER-SHARE-NAV-BEGIN> 1
<PER-SHARE-NII> .03
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.03)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .5
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6 EX-27
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORUM INVESTORS BOND FUND DATED SEPTEMBER 30, 1995 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT
</LEGEND>
<SERIES>
<NUMBER> 030
<NAME> INVESTORS BOND FUND

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-30-1996
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 27,007,596
<INVESTMENTS-AT-VALUE> 26,954,453
<RECEIVABLES> 387,709
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 27,342,162
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 187,297
<TOTAL-LIABILITIES> 187,297
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27,189,314
<SHARES-COMMON-STOCK> 2,680,506
<SHARES-COMMON-PRIOR> 2,589,291
<ACCUMULATED-NII-CURRENT> 7,262
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 11,432
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (53,143)
<NET-ASSETS> 27,154,865
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,080,831
<OTHER-INCOME> 0
<EXPENSES-NET> 99,356
<NET-INVESTMENT-INCOME> 981,475
<REALIZED-GAINS-CURRENT> 6,320
<APPREC-INCREASE-CURRENT> 332,698
<NET-CHANGE-FROM-OPS> 1,320,493
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 981,989
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,237,546
<NUMBER-OF-SHARES-REDEEMED> 1,479,278
<SHARES-REINVESTED> 167,709
<NET-CHANGE-IN-ASSETS> 1,264,481
<ACCUMULATED-NII-PRIOR> 2,050,655
<ACCUMULATED-GAINS-PRIOR> 45,903
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 52,846
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 170,077
<AVERAGE-NET-ASSETS> 26,423,137
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .38
<PER-SHARE-GAIN-APPREC> .13
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.38)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.13
<EXPENSE-RATIO> .75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6 EX-27
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORUM MAINE MUNICIPAL BOND FUND DATED SEPTEMBER 30, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCES TO SUCH REPORT.
</LEGEND>
<SERIES>
<NUMBER> 080
<NAME> MAINE BOND FUND

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 23,477,162
<INVESTMENTS-AT-VALUE> 24,037,322
<RECEIVABLES> 1,904,242
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 25,941,564
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 160,537
<TOTAL-LIABILITIES> 160,537
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 25,303,864
<SHARES-COMMON-STOCK> 2,399,654
<SHARES-COMMON-PRIOR> 2,437,758
<ACCUMULATED-NII-CURRENT> 421
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (83,418)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 560,160
<NET-ASSETS> 25,781,027
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 694,837
<OTHER-INCOME> 0
<EXPENSES-NET> 77,167
<NET-INVESTMENT-INCOME> 617,670
<REALIZED-GAINS-CURRENT> 56,177
<APPREC-INCREASE-CURRENT> 614,027
<NET-CHANGE-FROM-OPS> 1,287,874
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 617,948
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,396,877
<NUMBER-OF-SHARES-REDEEMED> 2,154,529
<SHARES-REINVESTED> 344,109
<NET-CHANGE-IN-ASSETS> 256,383
<ACCUMULATED-NII-PRIOR> 1,334,004
<ACCUMULATED-GAINS-PRIOR> (139,597)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 51,870
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 179,543
<AVERAGE-NET-ASSETS> 25,934,989
<PER-SHARE-NAV-BEGIN> 10.47
<PER-SHARE-NII> .25
<PER-SHARE-GAIN-APPREC> .27
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.25)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.74
<EXPENSE-RATIO> .59
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6 EX-27
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM FORUM NEW HAMPSHIRE BOND FUND DATED SEPTEMBER 30, 1995 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCED TO SUCH REPORT.
</LEGEND>
<SERIES>
<NUMBER> 013
<NAME> NEW HAMPSHIRE BOND FUND

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 5,383,400
<INVESTMENTS-AT-VALUE> 5,470,308
<RECEIVABLES> 394,837
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5,865,145
<PAYABLE-FOR-SECURITIES> 97,153
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 25,603
<TOTAL-LIABILITIES> 122,756
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5,690,348
<SHARES-COMMON-STOCK> 554,400
<SHARES-COMMON-PRIOR> 523,132
<ACCUMULATED-NII-CURRENT> 94
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (34,961)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 86,908
<NET-ASSETS> 5,742,389
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 146,959
<OTHER-INCOME> 0
<EXPENSES-NET> 16,390
<NET-INVESTMENT-INCOME> 130,569
<REALIZED-GAINS-CURRENT> 22,962
<APPREC-INCREASE-CURRENT> 124,305
<NET-CHANGE-FROM-OPS> 277,836
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 130,620
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 479,810
<NUMBER-OF-SHARES-REDEEMED> 244,316
<SHARES-REINVESTED> 83,903
<NET-CHANGE-IN-ASSETS> 466,613
<ACCUMULATED-NII-PRIOR> 220,607
<ACCUMULATED-GAINS-PRIOR> (58,412)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 11,015
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 62220
<AVERAGE-NET-ASSETS> 5,507,266
<PER-SHARE-NAV-BEGIN> 10.08
<PER-SHARE-NII> .24
<PER-SHARE-GAIN-APPREC> .28
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.24)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.36
<EXPENSE-RATIO> .59
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6 EX-27
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
PAYSON BALANCED FUND DATED SEPTEMBER 30, 1995 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<SERIES>
<NUMBER> 070
<NAME> PAYSON BALANCED FUND

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 14,264,282
<INVESTMENTS-AT-VALUE> 15,970,402
<RECEIVABLES> 503,487
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 16,473,889
<PAYABLE-FOR-SECURITIES> 396,024
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 158,870
<TOTAL-LIABILITIES> 158,870
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 13,873,479
<SHARES-COMMON-STOCK> 1,215,297
<SHARES-COMMON-PRIOR> 1,165,748
<ACCUMULATED-NII-CURRENT> 7,115
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 332,281
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,706,120
<NET-ASSETS> 15,918,995
<DIVIDEND-INCOME> 136,696
<INTEREST-INCOME> 210,919
<OTHER-INCOME> 0
<EXPENSES-NET> 86,288
<NET-INVESTMENT-INCOME> 261,327
<REALIZED-GAINS-CURRENT> 162,928
<APPREC-INCREASE-CURRENT> 1,272,727
<NET-CHANGE-FROM-OPS> 1,696,982
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 264,693
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,206,875
<NUMBER-OF-SHARES-REDEEMED> 742,660
<SHARES-REINVESTED> 150,450
<NET-CHANGE-IN-ASSETS> 2,046,954
<ACCUMULATED-NII-PRIOR> 489,040
<ACCUMULATED-GAINS-PRIOR> 169,116
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 44,913
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 119,910
<AVERAGE-NET-ASSETS> 14,970,997
<PER-SHARE-NAV-BEGIN> 11.90
<PER-SHARE-NII> .22
<PER-SHARE-GAIN-APPREC> 1.20
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.22)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.10
<EXPENSE-RATIO> 1.15
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6 EX-27
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
PAYSON VALUE FUND DATED SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<SERIES>
<NUMBER> 010
<NAME> PAYSON VALUE FUND

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 7,527,350
<INVESTMENTS-AT-VALUE> 9,108,975
<RECEIVABLES> 22,419
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 9,131,394
<PAYABLE-FOR-SECURITIES> 345,400
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 44,895
<TOTAL-LIABILITIES> 390,295
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7,097,236
<SHARES-COMMON-STOCK> 615,318
<SHARES-COMMON-PRIOR> 626,325
<ACCUMULATED-NII-CURRENT> 3,245
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 58,993
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,581,625
<NET-ASSETS> 8,741,099
<DIVIDEND-INCOME> 103,970
<INTEREST-INCOME> 19,724
<OTHER-INCOME> 0
<EXPENSES-NET> 59,404
<NET-INVESTMENT-INCOME> 64,290
<REALIZED-GAINS-CURRENT> 111,856
<APPREC-INCREASE-CURRENT> 800,954
<NET-CHANGE-FROM-OPS> 977,100
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 66,669
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 571,611
<NUMBER-OF-SHARES-REDEEMED> 737,918
<SHARES-REINVESTED> 37,321
<NET-CHANGE-IN-ASSETS> 781,445
<ACCUMULATED-NII-PRIOR> 102,117
<ACCUMULATED-GAINS-PRIOR> 96,089
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 32,706
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 85,095
<AVERAGE-NET-ASSETS> 8,176,515
<PER-SHARE-NAV-BEGIN> 12.71
<PER-SHARE-NII> .11
<PER-SHARE-GAIN-APPREC> 1.50
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.11)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.21
<EXPENSE-RATIO> 1.45
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6 EX-27
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORUM TAXSAVER BOND FUND DATED SEPTEMBER 30, 1995 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<SERIES>
<NUMBER> 050
<NAME> TAXSAVER BOND FUND

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 16,630,828
<INVESTMENTS-AT-VALUE> 17,278,079
<RECEIVABLES> 348,594
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 17,626,673
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 89,885
<TOTAL-LIABILITIES> 89,885
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 16,927,435
<SHARES-COMMON-STOCK> 1,660,025
<SHARES-COMMON-PRIOR> 1,541,284
<ACCUMULATED-NII-CURRENT> 285
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (38,183)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 647,251
<NET-ASSETS> 17,536,788
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 507,915
<OTHER-INCOME> 0
<EXPENSES-NET> 50,912
<NET-INVESTMENT-INCOME> 457,003
<REALIZED-GAINS-CURRENT> 48,112
<APPREC-INCREASE-CURRENT> 227,151
<NET-CHANGE-FROM-OPS> 732,266
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 457,245
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,723,538
<NUMBER-OF-SHARES-REDEEMED> 553,187
<SHARES-REINVESTED> 73,516
<NET-CHANGE-IN-ASSETS> 1,518,888
<ACCUMULATED-NII-PRIOR> 916,723
<ACCUMULATED-GAINS-PRIOR> (78,499)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 33,851
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 118,641
<AVERAGE-NET-ASSETS> 16,925,268
<PER-SHARE-NAV-BEGIN> 10.39
<PER-SHARE-NII> .28
<PER-SHARE-GAIN-APPREC> .17
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.28)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.56
<EXPENSE-RATIO> .6
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

Exhibit 99-Other

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that James C. Cheng constitutes and
appoints John Y. Keffer, David I. Goldstein, Anthony C. J. Nuland, and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the Registration Statement on Form N-1A and any
or all amendments thereto of Forum Funds, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ James C. Cheng
------------------
James C. Cheng

Dated: December 18, 1995
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Costas Azariadis constitutes and
appoints John Y. Keffer, David I. Goldstein, Anthony C. J. Nuland, and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the Registration Statement on Form N-1A and any
or all amendments thereto of Forum Funds, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Costas Azariadis
--------------------
Costas Azariadis

Dated: December 18, 1995
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that J. Michael Parish constitutes and
appoints John Y. Keffer, David I. Goldstein, Anthony C. J. Nuland, and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the Registration Statement on Form N-1A and any
or all amendments thereto of Forum Fund, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ J. Michael Parish
---------------------
J. Michael Parish

Dated: December 18, 1995