FORUM FUNDS INC
N-30D, 1997-12-11
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                                                  FORUM
                                                  FUNDS


   [PICTURE GRAPHICS
     LEFT HALF OF
        COVER]
                                           --------------------
                                            SEMI-ANNUAL REPORT
                                           --------------------
                                            SEPTEMBER 30, 1997


                                               AUSTIN GLOBAL
                                                EQUITY FUND











<PAGE>


AUSTIN GLOBAL EQUITY FUND
- --------------------------------------------------------------------------------

Two Portland Square                                  Shareholder Inquiries
Portland, ME  04101                                  Forum Financial Corp.
                                                     P.O. Box 446
                                                     Portland, ME  04112
                                                     207-879-0001

- --------------------------------------------------------------------------------
SEMI-ANNUAL REPORT                                   SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------


Dear Shareholder:

We are pleased to present your Fund's operating results for the six months ended
September  30, 1997.  For this period,  the Austin Global Equity Fund achieved a
total  return,  the sum of  securities  appreciation  together with dividend and
interest  income,  of 27.80% which  compares  favorably  with the 17.07% for the
Morningstar  World  Stock  Average  ("MWSF")  and 18.34% for the Morgan  Stanley
Capital  International World ("MSCI") Index. The Fund earned a 5 star rating for
its overall  risk-adjusted  performance from Morningstar and was rated among 601
international equity funds for the 3-year period ended 9/30/97.1

For the one year period ended  September  30, 1997,  the Fund's total return was
34.69%, compared to 22.66% for the MWSF and 24.12% for the MSCI Index. Since its
inception on December 9, 1993,  the Fund's  average  annualized  total return is
16.93%, compared to 12.68% for the MWSF and 15.35% for the MSCI.2

We believe we have produced a record to date that is deserving of your continued
support.  The Fund has recently received recognition of its performance from the
general press.







Regards,



Peter A. Vlachos
Austin Investment Management, Inc.




__________________________
1 Morningstar  proprietary ratings reflect historical adjusted performance as of
9/30/97.  Morningstar  ratings may change  monthly and are  calculated  from the
Fund's 3 year average annual return (with fee  adjustments)  in excess of 90-day
Treasury bill returns,  and a risk factor that reflects fund  performance  below
90-day  Treasury  bill  returns.  The Fund's  rating for the 3 year  period is 5
stars.  Ten percent of the funds in an investment  category receive 5 stars, the
next 22.5% receive 4 stars.

2 Past  performance  is no guarantee of future  results.  Investment  return and
principal  value of an investment  will fluctuate so that an investor's  shares,
when  redeemed,  may be worth more or less than their  original cost. The Fund's
adviser  has waived a portion  of its fees.  In the  absence  of these  waivers,
performance figures would be lower. Forum Financial Services, Inc. is the Fund's
distributor.

<PAGE>


                            AUSTIN GLOBAL EQUITY FUND
                             SCHEDULE OF INVESTMENTS
                         SEPTEMBER 30, 1997 (UNAUDITED)


<TABLE>
<S>                                                                                     <C>                <C>

COMMON STOCKS (91.6%)                                                               SHARES/FACE          VALUE
BRAZIL (1.9%)
Telecomunicacoes SA Telebras, Brasileiras, ADR                                            2,000      $    257,500
                                                                                                     -------------

CANADA (1.5%)
Northern Telecom Ltd.                                                                     2,000           207,875
                                                                                                     -------------

FRANCE (3.9%)
AXA, UAP, ADR                                                                             5,000           169,687
Societe BIC, SA                                                                           2,000           148,005
Companie Generale de Geophisique, SA, ADR                                                 8,000           219,000
                                                                                                      ------------
                                                                                                          536,692
                                                                                                      ------------
GERMANY (5.6%)
RWE AG                                                                                    8,000           387,501
SAP AG                                                                                    1,500           385,576
                                                                                                      ------------
                                                                                                          773,077
                                                                                                      ------------
HONG KONG (1.1%)
Hong Kong and China Gas Co., Ltd., ADR                                                   72,000           148,399
                                                                                                      ------------
ITALY (5.8%)
Telecom Italia Mobile SpA                                                               150,000           595,425
Telecom Italia SpA, ADR                                                                   2,777           186,406
Telecom Italia SpA                                                                            7                46
                                                                                                       -----------
                                                                                                          781,877
                                                                                                       -----------
JAPAN (4.4%)
Nippon Telegraph & Telephone, ADR                                                         2,500           115,000
Nisshinbo Industries, Inc.(a)                                                            20,000           132,362
Tokio Marine & Fire Insurance Co., ADR                                                    6,000           363,000
                                                                                                       -----------
                                                                                                          610,362
                                                                                                       -----------
MALAYSIA (0.7%)
Nestle (Malaysia) Berhad                                                                  9,500            55,976
Telekom Malaysia Berhad                                                                  15,000            45,581
                                                                                                       -----------
                                                                                                          101,557
                                                                                                       -----------
NETHERLANDS (10.2%)
Aegon NV, ADR                                                                             6,388           509,044
Philips Electronics NV                                                                    4,000           336,000
Royal Dutch Petroleum Co.                                                                 6,000           333,000
Royal PTT Nederland NV, ADR                                                               5,573           217,696
                                                                                                       -----------
                                                                                                        1,395,740
                                                                                                       -----------
NEW ZEALAND (1.5%)
Telecom Corp. of New Zealand Ltd., ADR                                                    5,000           202,500
                                                                                                       -----------
RUSSIA (3.0%)
Lukoil Holding, ADR                                                                       2,500           245,562
Vimpel Communications                                                                     4,000           167,000
                                                                                                       -----------
                                                                                                          412,562
                                                                                                       -----------
SINGAPORE (0.6%)
Development Bank of Singapore                                                             5,000            50,980
Fraser & Neave, Ltd.                                                                      6,000            34,313
                                                                                                       -----------
                                                                                                           85,293
                                                                                                       -----------
</TABLE>

See Notes to Financial Statements.  2                             FORUM FUNDS(R)

<PAGE>


                            AUSTIN GLOBAL EQUITY FUND
                             SCHEDULE OF INVESTMENTS
                   SEPTEMBER 30, 1997 (CONTINUED) (UNAUDITED)


<TABLE>
<S>                                                                                    <C>                 <C>

COMMON STOCKS (CONTINUED)                                                           SHARES/FACE            VALUE
SWITZERLAND (3.2%)
Bank Fuer International Zahlungsausgleich                                                  25        $     171,283
Roche Holdings, Ltd., ADR                                                               3,000              266,479
                                                                                                     --------------
                                                                                                           437,762
                                                                                                     --------------
UNITED KINGDOM (15.4%)
B.A.T. Industries plc, ADR                                                             15,000              267,188
Boosey & Hawkes plc                                                                    15,000              193,848
British Energy plc                                                                     90,000              490,680
EMI Group plc                                                                           9,000              177,080
HSBC Holdings plc, ADR                                                                  1,000              334,690
Lambert Fenchurch Group plc(a)                                                         20,000               40,708
National Power plc, ADR                                                                 5,000              179,375
Reuters Holdings plc, ADR                                                               2,500              178,125
Rio Tinto plc, ADR                                                                      4,000              255,750
                                                                                                      -------------
                                                                                                         2,117,444
                                                                                                      -------------
UNITED STATES (32.8%)
Chris-Craft Industries, Inc.(a)                                                         5,150              271,341
Cisco Systems, Inc.(a)                                                                  4,000              292,250
Intel Corp.                                                                             6,000              553,875
Knightsbridge Tankers Ltd.                                                              5,000              141,563
Kos Pharmaceuticals, Inc.(a)                                                           12,000              429,000
Liberty Financial Cos., Inc.                                                            5,000              262,500
Lucent Technologies Inc.                                                                2,000              162,750
McGraw-Hill Cos., Inc.                                                                  5,000              338,437
NeoPath, Inc.(a)                                                                       10,000              195,000
Oracle Corp.(a)                                                                        12,750              464,578
Philip Morris Cos., Inc.                                                                6,000              249,375
Prentiss Properties Trust                                                               4,000              115,500
Schlumberger, Ltd.                                                                      6,000              505,125
Tejas Gas Corp.(a)                                                                      6,000              360,376
The Walt Disney Co.                                                                     2,098              169,151
                                                                                                     --------------
                                                                                                         4,510,821
                                                                                                     --------------

TOTAL COMMON STOCKS (COST $8,789,973)                                                                   12,579,461
                                                                                                     --------------

PREFERRED STOCK (2.1%)
UNITED STATES (2.1%)
Cablevision System Corp.                                                               10,000              292,500
                                                                                                     --------------

TOTAL PREFERRED STOCK (COST $275,200)                                                                      292,500
                                                                                                     --------------
WARRANTS (4.8%)
UNITED STATES (4.8%)
Bank of New York(a)                                                                     5,000              665,000
                                                                                                     --------------

TOTAL WARRANTS (COST $53,750)                                                                              665,000
                                                                                                     --------------
</TABLE>

See Notes to Financial Statements.  3                             FORUM FUNDS(R)

<PAGE>



                            AUSTIN GLOBAL EQUITY FUND
                             SCHEDULE OF INVESTMENTS
                   SEPTEMBER 30, 1997 (CONCLUDED) (UNAUDITED)


<TABLE>
<S>                                                                                  <C>                      <C>

                                                                                 SHARES/FACE                VALUE

SHORT-TERM HOLDINGS (1.5%)
Boston 1784 Institutional U.S. Treasury Money Market Fund                          211,059              $     211,059
                                                                                                         -------------

TOTAL SHORT-TERM HOLDINGS (COST $211,059)                                                                     211,059
                                                                                                         -------------

TOTAL INVESTMENTS (100.0%) (COST $9,329,982)                                                              $13,748,020
                                                                                                         =============
</TABLE>


(a)   Non-income producing security.

ADR  American Depositary Receipts.










See Notes to Financial Statements.   4                            FORUM FUNDS(R)

<PAGE>

                            AUSTIN GLOBAL EQUITY FUND
                       STATEMENT OF ASSETS AND LIABILITIES
                         SEPTEMBER 30, 1997 (UNAUDITED)

<TABLE>
<S>                                                                                                   <C>


ASSETS:
      Investments (Note 2):
           Investments at cost                                                                         $ 9,329,982
           Net unrealized appreciation (depreciation)                                                    4,418,038
                                                                                                 ------------------
              Total investments at value                                                                13,748,020

      Interest, dividends and other receivables                                                             35,797
      Organization costs, net of amortization (Note 2)                                                      23,088
                                                                                                 ------------------
Total assets                                                                                            13,806,905
                                                                                                 ------------------

LIABILITIES:
      Payable to adviser (Note 3)                                                                            7,337
      Payable to other related parties (Note 3)                                                              2,746
      Accrued expenses and other liabilities                                                                19,336
                                                                                                 ------------------
Total liabilities                                                                                           29,419
                                                                                                 ------------------

NET ASSETS                                                                                            $ 13,777,486
                                                                                                 ==================


COMPONENTS OF NET ASSETS:
      Paid in capital                                                                                  $ 8,609,742
      Undistributed (distribution in excess of ) net investment income                                     (14,713)
      Unrealized appreciation (depreciation) on investments                                              4,418,038
      Accumulated net realized gain (loss)                                                                 764,419
                                                                                                 ------------------

NET ASSETS                                                                                            $ 13,777,486
                                                                                                 ==================

SHARES OF BENEFICIAL INTEREST:                                                                             839,655
                                                                                                 ==================

NET ASSET VALUE (OFFERING AND REDEMPTION
      PRICE PER SHARE):                                                                                    $ 16.41
                                                                                                 ==================
</TABLE>


See Notes to Financial Statements.  5                             FORUM FUNDS(R)

<PAGE>

                            AUSTIN GLOBAL EQUITY FUND
                             STATEMENT OF OPERATIONS
                                SIX MONTHS ENDED
                         SEPTEMBER 30, 1997 (UNAUDITED)


<TABLE>
<S>                                                                                                   <C>

INVESTMENT INCOME:
      Dividend income                                                                                    $ 125,538
      Interest income                                                                                       12,128
                                                                                                 ------------------
Total  investment income                                                                                   137,666
                                                                                                 ------------------

EXPENSES:
      Investment advisory  (Note 3)                                                                         91,533
      Administration  (Note 3)                                                                              15,255
      Distribution  (Note 3)                                                                                    31
      Transfer agent  (Note 3)                                                                              10,472
      Custody                                                                                                2,138
      Accounting  (Note 3)                                                                                  18,000
      Audit                                                                                                 10,500
      Legal                                                                                                  3,045
      Trustees                                                                                                 781
      Amortization of organization costs (Note 2)                                                            3,985
      Miscellaneous                                                                                          5,780
                                                                                                 ------------------
Total expenses                                                                                             161,520
      Fee waived (Note 3)                                                                                   (9,141)
                                                                                                 ------------------
Net expenses                                                                                               152,379
                                                                                                 ------------------

NET INVESTMENT INCOME (LOSS)                                                                               (14,713)
                                                                                                 ------------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
      Net realized gain (loss) on investments sold                                                       1,027,425
      Net change in unrealized appreciation (depreciation) on investments                                1,887,380
                                                                                                 ------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                                                   2,914,805
                                                                                                 ------------------

NET INCREASE (DECREASE) IN NET ASSETS
      RESULTING FROM OPERATIONS                                                                        $ 2,900,092
                                                                                                 ==================
</TABLE>


See Notes to Financial Statements.  6                             FORUM FUNDS(R)

<PAGE>

                            AUSTIN GLOBAL EQUITY FUND
                       STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<S>                                                            <C>                   <C>                 <C>

                                                             Six Months         Nine Months            Year
                                                               Ended               Ended               Ended
                                                         September 30, 1997    March 31, 1997      June 30, 1996
                                                         -------------------  -----------------  ------------------

NET ASSETS - BEGINNING OF PERIOD                               $ 10,289,290       $ 10,325,740         $ 8,473,594
- --------------------------------
                                                         -------------------  -----------------  ------------------

OPERATIONS:
     Net investment income (loss)                                   (14,713)           (85,800)            (87,925)
     Net realized gain (loss) on investments sold                 1,027,425           (304,425)          1,258,826
     Net change in unrealized appreciation (depreciation)
        on investments                                            1,887,380            965,563             229,692
                                                         -------------------  -----------------  ------------------
        Net increase (decrease) in net assets resulting
        from operations                                           2,900,092            575,338           1,400,593
                                                         -------------------  -----------------  ------------------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net realized gain on investments                                     -           (842,069)           (199,483)
                                                         -------------------  -----------------  ------------------

CAPITAL SHARE TRANSACTIONS (a):
     Sale of shares                                                 905,231            214,455             842,317
     Reinvestment of distributions                                        -            841,133             198,975
     Redemption of shares                                          (317,127)          (825,307)           (390,256)
                                                         -------------------  -----------------  ------------------
        Net increase (decrease) from capital transactions           588,104            230,281             651,036
                                                         -------------------  -----------------  ------------------

        Net increase (decrease)                                   3,488,196            (36,450)          1,852,146
                                                         -------------------  -----------------  ------------------

NET ASSETS - END OF PERIOD (INCLUDING LINE B) (UNAUDITED)      $ 13,777,486       $ 10,289,290        $ 10,325,740
- ---------------------------------------------------------
                                                         ===================  =================  ==================


(a)  Shares Issued (Redeemed)
        Sale of shares                                               60,539             15,520              68,184
        Reinvestment of distributions                                     -             63,196              16,550
        Redemption of shares                                        (21,958)           (60,694)            (32,250)
                                                         -------------------  -----------------
                                                         ===================  =================  ==================
             Net increase (decrease) in shares                       38,581             18,022              52,484
                                                         ===================  =================  ==================

(b)  Accumulated  undistributed (distribution in excess of)
        net investment income:                                    $ (14,713)               $ -                 $ -
                                                         ===================  =================  ==================

</TABLE>


See Notes to Financial Statements.  7                             FORUM FUNDS(R)

<PAGE>

                            AUSTIN GLOBAL EQUITY FUND
                              FINANCIAL HIGHLIGHTS






Selected  per share  data and  ratios for a share  
outstanding  throughout  each period.

<TABLE>
<S>                                                    <C>              <C>            <C>          <C>         <C>
                                                   Six Months       Nine Months       Year         Year       Period
                                                      Ended            Ended          Ended       Ended        Ended
                                                  September 30,      March 31,      June 30,     June 30,    June 30,
                                                     1997(a)           1997           1996         1995       1994(b)
                                                  --------------   --------------   ----------   ---------   ----------

Net Asset Value, Beginning of Period                $12.84           $13.19          $11.60       $9.80       $10.00
                                                  --------------   --------------   ----------   ---------   ----------
Investment Operations
    Net Investment Income (Loss)                     (0.02)           (0.11)          (0.12)       0.04(c)     (0.03)
    Net Realized and Unrealized  Gain (Loss)
         on Investments                               3.59             0.86            1.98        1.76        (0.17)
                                                  --------------   --------------   ----------   ---------   ----------
Total from Investment Operations                      3.57             0.75            1.86        1.80        (0.20)
Distributions from
    Net Realized Gain on Investments                  -               (1.10)          (0.27)         -            -
                                                  --------------   --------------   ----------   ---------   ----------
Net Asset Value, End of Period                      $16.41           $12.84          $13.19      $11.60        $9.80
                                                  ==============   ==============   ==========   =========   ==========

Total Return                                         27.80%(d)         5.38%(d)       16.22%      18.37%       (3.57%(e))

Ratio/Supplementary Data:
Net Assets at End of Period (000's omitted)         $13,777          $10,289        $10,326      $8,474       $7,646
Ratios to Average Net Assets:
    Expenses including reimbursement/waiver          2.50%(e)          2.50%(e)        2.50%       2.50%        2.36%(e)
    Expenses excluding reimbursement/waiver          2.65%(e)          3.38%(e)        3.25%       3.19%        4.18%(e)
    Net investment income (loss) including
         reimbursement/waiver                       (0.24%)(e)       (1.09%)(e)      (0.98%)      0.41%       (0.83%)(e)
Average Commission Rate (f)                          $0.0683          $0.0383        $0.0542        N/A          N/A
Portfolio Turnover Rate                              26.05%           44.79%         93.55%       35.31%        2.49%

</TABLE>



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

(a) Unaudited.
(b) For the period December 8, 1993  (commencement  of operations)  through June
    30, 1994. 
(c) Calculated using the weighted average shares outstanding.
(d) Not annualized.
(e) Annualized.
(f) For the fiscal years  beginning on or after  September 1, 1995,  the Fund is
    required to  disclose  average  commission  per share paid to brokers on the
    purchase and sale of equity securities.



See Notes to Financial Statements.  8                             FORUM FUNDS(R)

<PAGE>


                            AUSTIN GLOBAL EQUITY FUND
                          NOTES TO FINANCIAL STATEMENTS
                         SEPTEMBER 30, 1997 (UNAUDITED)




NOTE 1.  ORGANIZATION

Forum  Funds(R)  (the  "Trust") is an  open-end  management  investment  company
organized as a Delaware  business trust. The Trust currently has fourteen active
investment  portfolios  (the  "Funds").   The  Trust  Instrument  of  the  Trust
authorizes  each Fund to issue an  unlimited  number  of  shares  of  beneficial
interest without par value. Included in this report is Austin Global Equity Fund
(the "Fund"), a diversified  portfolio of the Trust that commenced operations on
December 8, 1993.

Effective  November 25, 1996, the Fund was reorganized as a series of the Trust.
As a result of this reorganization, the Fund's fiscal year end changed from June
30 to March 31. See Note 5.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These financial  statements are prepared in accordance  with generally  accepted
accounting principles which require management to make estimates and assumptions
that  affect  the  reported  amounts of assets and  liabilities,  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of increase  and  decrease in net assets from  operations
during the fiscal period. Actual results could differ from those estimates.

The following represent significant accounting policies of the Fund:

SECURITY VALUATION - Securities held by the Fund for which market quotations are
readily  available  are valued using the last reported  sales price  provided by
independent pricing services. If no sales are reported, the mean of the last bid
and asked price is used. In the absence of readily available market  quotations,
securities  are valued at fair  value as  determined  by the Board of  Trustees.
Securities with a maturity of 60 days or less are valued at amortized cost.

INTEREST AND DIVIDEND INCOME - Interest  income is accrued as earned.  Dividends
on securities held by the Fund are recorded on the ex-dividend date.

DISTRIBUTIONS  TO  SHAREHOLDERS - Distributions  from net investment  income and
capital gain, if any, are declared and paid at least annually. Distributions are
based  on  amounts   calculated  in  accordance  with   applicable   income  tax
regulations.

ORGANIZATION  COSTS - The  costs  incurred  by the Fund in  connection  with its
organization  and  registration  of shares have been  capitalized  and are being
amortized using the straight-line  method over a five year period beginning with
the commencement of the Fund's  operations.  Certain of these costs were paid by
Forum Financial  Services,  Inc.(R) ("FFSI"),  a registered  broker-dealer and a
member  of the  National  Association  Services  Dealers,  Inc.,  and have  been
reimbursed by the Fund.

FEDERAL TAXES - The Fund intends to qualify and continue to qualify each year as
a regulated  investment  company and  distribute all of its taxable  income.  In
addition,  by  distributing in each calendar year  substantially  all of its net
investment income, capital gain and certain other amounts, if any, the Fund will
not be  subject  to a federal  excise  tax.  Therefore,  no  federal  income tax
provision is required.

EXPENSE  ALLOCATION  -  The  Trust  accounts   separately  for  the  assets  and
liabilities and operations of each Fund. Expenses that are directly attributable
to more than one Fund are allocated among the respective Funds.

REALIZED  GAIN AND LOSS - Security  transactions  are  recorded  on trade  date.
Realized  gain  and loss on  investments  sold are  determined  on the  basis of
identified cost.

                                       9                          FORUM FUNDS(R)

<PAGE>




                            AUSTIN GLOBAL EQUITY FUND
                          NOTES TO FINANCIAL STATEMENTS
                   SEPTEMBER 30, 1997 (CONTINUED) (UNAUDITED)




NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FOREIGN CURRENCY  TRANSLATION - The books and records of the Fund are maintained
in United States dollars.

Foreign currency amounts are translated into U.S. dollars at the mean of the bid
and asked prices of such currencies against U.S. dollars as follows:  (I) assets
and liabilities at the rate of exchange at the end of the respective period; and
(ii)  purchases and sales of  securities  and income and expenses at the rate of
exchange  prevailing  on the  dates of such  transactions.  The  portion  of the
results of operations arising from changes in the exchange rates and the portion
due to fluctuations  arising from changes in the market prices of securities are
not  isolated.  Such  fluctuations  are  included  with  the  net  realized  and
unrealized gain or loss on investments.

The  Portfolio  may enter into  forward  contracts  to purchase or sell  foreign
currencies  to  protect  against  the  effect  on the U.S.  dollar  value of the
underlying  portfolio of possible  adverse  movements in foreign exchange rates.
Risks  associated  with such  contracts  include  the  movement  in value of the
foreign currency relative to the U.S. dollar and the ability of the counterparty
to  perform.  Fluctuations  in the  value  of such  contracts  are  recorded  as
unrealized  gain or  loss;  realized  gain or loss  include  net gain or loss on
contracts which have terminated by settlement or by the Portfolio  entering into
offsetting commitments.

Foreign security and currency  transactions  may involve certain  considerations
and risks not typically  associated with those of U.S. companies as a result of,
among other factors,  the level of  governmental  supervision  and regulation of
foreign  securities  markets  and the  possibility  of  political  and  economic
instability.


NOTE 3.  ADVISORY FEES, SERVICING FEES AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT  ADVISER - The  investment  adviser to the Fund is Austin  Investment
Management, Inc. ("Adviser").  Pursuant to an Investment Advisory Agreement, the
Adviser receives an advisory fee from the Fund at an annual rate of 1.50% of the
average  daily net assets of the Fund.  The  Adviser  has  voluntarily  waived a
portion of their fees, so that total expenses of the Fund would not exceed 2.50%
of average net assets. For the period ended September 30, 1997, fees waived were
$9,141.

ADMINISTRATIVE  AND OTHER SERVICES - Effective June 19, 1997, the  administrator
of the Fund is Forum Administrative Services, Limited Liability Company ("FAS").
For its services,  FAS receives an administrative fee at an annual rate of 0.25%
of the average daily net assets of the Fund. In addition, certain legal expenses
of $116 were charges tot the Fund by FAS.  FFSI acts as the  distributor  of the
Fund's shares.  Prior to June 19, 1997, FFSI served as the  administrator of the
Fund pursuant to the same terms and compensation as FAS.

Forum Financial  Corp.(R)  ("FFC"),  an affiliate of FAS and FFSI, serves as the
Company's  transfer agent and dividenD  disbursing agent, and for those services
receives  an annual  fee of  $12,000  plus  certain  shareholder  account  fees.
Effective June 19, 1997, Forum Accounting  Services,  Limited  Liability Company
("FAcS") acts as the fund  accountant.  For its services,  FAcS receives $36,000
plus certain adjustments based on the type and volume of portfolio transactions.
Prior to June 19, 1997, FFC served as the fund  accountant  pursuant to the same
terms and compensation as FAcS.

The Fund has adopted a  Distribution  Plan (the  "Plan")  pursuant to Rule 12b-1
under the  Investment  Company Act of 1940 with  respect to the Fund.  Under the
Plan, the Fund may reimburse FFSI for the distribution expenses incurred by FFSI
on behalf  of the Fund.  The Fund may not  reimburse  FFSI for any  distribution
expenses in any fiscal year of the Fund in excess of 0.25% of the average  daily
net assets of the Fund.


                                       10                         FORUM FUNDS(R)

<PAGE>




                            AUSTIN GLOBAL EQUITY FUND
                          NOTES TO FINANCIAL STATEMENTS
                   SEPTEMBER 30, 1997 (CONCLUDED) (UNAUDITED)




NOTE 4.  SECURITY TRANSACTIONS

Cost of purchases and proceeds from sales of securities,  other than  short-term
investments,  totaled  $3,567,396  and $3,047,541  respectively,  for the period
ended September 30, 1997.

For federal  income tax purposes,  the tax cost basis of  investment  securities
owned as of September 30, 1997, was $9,329,982.  The aggregate gross  unrealized
appreciation  for all  securities  in which there was an excess of market  value
over tax cost was $4,587,768 and the aggregate gross unrealized depreciation for
all  securities  in which there was an excess of tax cost over market  value was
$169,730.

As of September 30, 1997,  Austin Global Equity Fund had capital loss carryovers
available to offset future capital gains of $221,856 to expire in 2004.


NOTE 5.  ACQUISITION OF STONE BRIDGE FUNDS

At a meeting on October 15, 1996, the Board of Trustees of the Trust approved an
Agreement and Plan of  Reorganization  (the  "Agreement") for the acquisition of
The Stone Bridge  Funds,  Inc.  ("Stone  Bridge") by the Trust.  Pursuant to the
Agreement,  all of the assets and  liabilities of the Stone Bridge Austin Global
Equity Fund were  transferred to the Forum Austin Global Equity Fund in exchange
for shares of Forum Austin  Global  Equity Fund.  The net assets  attributed  to
Stone Bridge  Austin Global  Equity Fund were  exchanged  for 829,444  shares of
Forum  Austin  Global  Equity Fund.  The  reorganization,  which  qualified as a
tax-free  reorganization  for federal  income tax  purposes,  was  completed  on
November 25, 1996,  following the approval of the reorganization by Stone Bridge
shareholders.  The results of operations  occurring  prior to the date of merger
reflected in the accompanying financial statements are the results of operations
of the Stone Bridge Austin Global Equity Fund. The following is a summary of the
Net  Assets,  Shares  Outstanding,  Net Asset  Value per share,  and  Unrealized
Appreciation associated with the transaction:

<TABLE>
<S>                                             <C>                                                   <C>
                                            Before Acquisition                                   After Acquisition
                                    ------------------------------------                     ------------------------
                                    Forum Austin     Stone Bridge Austin                           Forum Austin
                                    Global Equity        Global Equity                            Global Equity
                                    -------------    -------------------                          -------------
Net Assets                          $    10.00         $ 11,095,887                                $ 11,095,897
Shares Outstanding                        1.00              829,444                                     829,445
Net Asset Value, per share               10.00                13.38                                       13.38
Unrealized Appreciation                    -          $   2,842,016                               $   2,842,016

</TABLE>


                                       11                         FORUM FUNDS(R)

<PAGE>


                               INVESTMENT ADVISER
                       Austin Investment Management, Inc.
                           375 Park Avenue, Suite 2207
                             New York, NY 10152-2207




                                    CUSTODIAN
                                BankBoston, N.A.
                                  P.O. Box 1959
                           Boston, Massachusetts 02105




                                    TRUSTEES
                                 John Y. Keffer
                                 Costas Azaridis
                                 James C. Cheng
                                J. Michael Parish





                                   DISTRIBUTOR
                        Forum Financial Services, Inc.(R)
                               Two Portland Square
                               Portland, ME 04101








THIS REPORT IS AUTHORIZED FOR  DISTRIBUTION  ONLY TO SHAREHOLDERS  AND TO OTHERS
WHO HAVE RECEIVED A COPY OF THE AUSTIN GLOBAL EQUITY FUND PROSPECTUS.




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