FORUM FUNDS INC
N-30D, 1997-06-09
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<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

- --------------------------------------------------------------------------------
ANNUAL REPORT                                                     MARCH 31, 1997
- --------------------------------------------------------------------------------

May 23, 1997

Dear Shareholder,

We are pleased to present  this report on the  operations  of the Austin  Global
Equity Fund for the period  ending March 31, 1997.  Throughout  this period,  we
have continued to diversify the Fund's  investments among the global markets and
to seek attractive investment opportunities worldwide, even though the Asian and
European  markets  lagged the  comparable  U.S.  markets.  Nevertheless,  we are
convinced that the global markets provide  attractive  long-term  opportunities,
particularly in economies undergoing fundamental changes and among state managed
entities that are becoming outstanding privatized companies.

The Japanese economy,  for example, is not only recovering from one of its worst
recessions  in more  than  fifty  years,  but is  also  embarking  on  important
structural  reforms.  Therefore,  as we anticipate the  implementation  of these
reforms to be a lengthy  one,  we see the  Japanese  market as having  promising
opportunities for long-term investment.

We  have  also  expressed  our  investment  convictions  by our  investments  in
privatized  companies  in  England,  the  Netherlands,  Italy and  Malaysia.  We
anticipate   additional  investment  in  privatized  companies  as  we  identify
individual  companies with interesting  long-term growth potential  coupled with
reasonable prices.

Our adherence to these investment principles has been borne out by comparing the
Fund's long term performance  against its peers. The fund has earned a four star
(`em) rating for its overall risk-adjusted  performance from Morningstar and was
rated among 478 international equity funds for the 3-year period ended 3/31/97.1
During this period,  the Fund's  annualized  rate of return was 12.82% per year,
compared to 10.68% for the Morningstar World Stock Fund Average (the "MWSF") and
12.78% for the Morgan Stanley Capital International World Index (the "MSCI").

For the year ended March 31, 1997,  the Fund's total return was 8.51%,  compared
to 9.36% for the MSCI and 10.67% for the MWSF.  Since its  inception on December
9, 1993, the Fund's annualized  compounded return is 11.19%,  compared to 11.96%
for the MSCI and 11.41% for the MWSF.

In the short term, the Fund's performance is largely dependent upon the economic
conditions  prevailing in the market with the greatest  weighting of investments
in any given period. We believe, however, that the value we seek today will rise
to the top over the long haul.  With this principle in mind, we will continue to
strive  for  outstanding  performance  for our  investors.  Thank  you for  your
continued support and interest in the Fund.

Regards,



Peter A. Vlachos
Austin Investment Management, Inc.


- --------
1 MORNINGSTAR PROPRIETARY RATINGS REFLECT HISTORICAL  RISK-ADJUSTED  PERFORMANCE
AS OF 3/31/97.  THESE  RATINGS MAY CHANGE  MONTHLY AND ARE  CALCULATED  FROM THE
FUND'S 3 YEAR AVERAGE  ANNUAL  RETURN IN EXCESS OF 90-DAY  TREASURY BILL RETURNS
WITH   APPROPRIATE  FEE  ADJUSTMENTS  AND  A  RISK  FACTOR  THAT  REFLECTS  FUND
PERFORMANCE BELOW 90-DAY TREASURY BILL RETURNS.  THE 1-YEAR RATING IS CALCULATED
USING THE SAME METHODOLOGY, BUT IT IS NOT A COMPONENT OF THE OVERALL RATING. THE
FUNDS' RATING FOR THE 3 YEAR PERIOD IS 4 STARS. FOR THE L-YEAR PERIOD,  THE FUND
RECEIVED 3 STARS AND WAS RATED AMONG 939 INTERNATIONAL EQUITY FUNDS. TEN PERCENT
OF THE FUNDS IN AN INVESTMENT CATEGORY RECEIVE 5 STARS, THE NEXT 22.5% RECEIVE 4
STARS AND THE NEXT 35% RECEIVE 3 STARS.

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
               COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
                                 MARCH 31, 1997

The following chart compares changes in the value of a $10,000 investment in the
Fund,  including  reinvested  dividends  and  distributions,  against the Morgan
Stanley Capital International World Index ("MSCI").



 AUSTIN GLOBAL EQUITY FUND VS. MORGAN STANLEY CAPITAL INTERNATIONAL WORLD INDEX

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>

                                    9-Dec-93    31-Dec-93   31-Mar-94    31-Mar-95   31-Mar-96   31-Mar-97
<S>                                <C>          <C>        <C>           <C>         <C>         <C>
Austin Global Equity               $ 10,000     $ 10,000   $   9,890     $ 10,230    $ 13,092    $ 14,206
Morgan Stanley Captial
   International World Index       $ 10,000     $ 10,487    $ 10,551     $ 11,534    $ 13,844    $ 15,139


</TABLE>

The MSCI measures the  performance of a diverse range of global stock markets in
the United States, Canada, Europe,  Australia, New Zealand and the Far East. The
MSCI in unmanaged and returns do not include the reinvestment  dividends.  It is
not possible to invest directly in any index. PAST PERFORMANCE IS NOT PREDICTIVE
OF FUTURE PERFORMANCE.



INVESTMENT VALUE ON 3/31/97
Austin Global Equity Fund                               $  14,206
Morgan Stanley Capital International World Index        $  15,139


AVERAGE ANNUAL TOTAL RETURN            ONE YEAR           INCEPTION TO DATE*
                                     -------------       --------------------
Austin Global Equity Fund               8.5%                        11.2%
Morgan Stanley Capital 
    International World Index           9.4%                        12.0%


*Inception date for Austin Global Equity Fund was December 8, 1993.


                                        2               FORUM FUNDS (R)

<PAGE>


                            AUSTIN GLOBAL EQUITY FUND
                       STATEMENT OF ASSETS AND LIABILITIES
                                 MARCH 31, 1997



<TABLE>

<S>                                                                       <C>
ASSETS:
    INVESTMENTS (NOTE 2):
        INVESTMENTS AT COST ........................................   $  7,751,755
        NET UNREALIZED APPRECIATION (DEPRECIATION) .................      2,530,658
                                                                          ---------
            TOTAL INVESTMENTS AT VALUE .............................     10,282,413
    INTEREST, DIVIDENDS AND OTHER RECEIVABLES ......................         28,087
    ORGANIZATION COSTS, NET OF AMORTIZATION (NOTE 2) ...............         30,319
                                                                          ---------
TOTAL ASSETS .......................................................     10,340,819
                                                                          ---------

LIABILITIES:
      PAYABLE TO ADVISER (NOTE 3) ..................................          2,290
      PAYABLE TO OTHER RELATED PARTIES (NOTE 3) ....................          2,249
      ACCRUED FEES AND OTHER EXPENSES ..............................         46,990
                                                                           --------
TOTAL LIABILITIES ..................................................         51,529
                                                                           --------

NET ASSETS .........................................................   $ 10,289,290
                                                                         ==========


COMPONENTS OF NET ASSETS:
      PAID IN CAPITAL ..............................................   $  8,021,638
      UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS ........      2,530,658
      ACCUMULATED NET REALIZED GAIN (LOSS) .........................      (263,006)
                                                                           --------

NET ASSETS .........................................................   $ 10,289,290
                                                                         ==========

SHARES OF BENEFICIAL INTEREST ......................................        801,074
                                                                            =======

NET ASSET VALUE (OFFERING AND REDEMPTION
      PRICE PER SHARE) ................................................     $ 12.84
                                                                              =====


</TABLE>


See notes to Financial Statements.         3               FORUM FUNDS (R)
<PAGE>



                           AUSTIN GLOBAL EQUITY FUND
                            STATEMENTS OF OPERATIONS


<TABLE>



                                                                 Nine Months Ended   Year Ended
                                                                 March 31, 1997   June 30, 1996
                                                                 --------------    -----------
<S>                                                                        <C>            <C>
INVESTMENT INCOME:
     Dividend income .............................................     $  84,125        119,618
     Interest income .............................................        27,108         30,567
                                                                     -----------    -----------
Total  investment income .........................................       111,233        150,185
                                                                     -----------    -----------

EXPENSES:
     Investment advisory  (Note 3) ...............................       118,156        142,592
     Administration  (Note 3) ....................................        19,693         23,765
     Distribution  (Note 3) ......................................         1,731          2,291
     Transfer agent  (Note 3) ....................................        20,781         22,218
     Custody .....................................................         4,889          5,946
     Accounting  (Note 3) ........................................        27,000         39,000
     Audit .......................................................        16,188         14,542
     Legal .......................................................        20,529         21,393
     Trustees ....................................................         2,960          7,726
     Amortization of organization costs (Note 2) .................         5,978          7,971
     Registration ................................................         7,316          4,292
     Reporting ...................................................        13,658          2,441
     Miscellaneous ...............................................         7,716         14,955
                                                                     -----------    -----------
Total expenses ...................................................       266,595        309,132
     Fees waived (Note 3) ........................................       (69,562)       (71,022)
                                                                     -----------    -----------
Net expenses .....................................................       197,033        238,110
                                                                     -----------    -----------

NET INVESTMENT INCOME (LOSS) .....................................       (85,800)       (87,925)
                                                                     -----------    -----------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
     Net realized gain (loss) on investments sold ................      (304,425)     1,258,826
     Net change in unrealized appreciation
     (depreciation) on investments ...............................       965,563        229,692
                                                                     -----------    -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
      ON INVESTMENTS .............................................       661,138      1,488,518
                                                                     -----------    -----------

NET INCREASE (DECREASE) IN NET ASSETS
     RESULTING FROM OPERATIONS ...................................     $ 575,338    $ 1,400,593
                                                                     ===========    ===========

</TABLE>
See notes to Financial Statements.         4               FORUM FUNDS (R)
<PAGE>



                            AUSTIN GLOBAL EQUITY FUND
                       STATEMENTS OF CHANGES IN NET ASSETS


<TABLE>


                                                          Nine Months       Year           Year
                                                            Ended           Ended          Ended
                                                        March 31, 1997   June 30, 1996   June 30, 1995
                                                      ---------------- ---------------  ----------------

<S>                                                               <C>         <C>           <C>
NET ASSETS - Beginning of Period ....................... $ 10,325,740    $ 8,473,594     $ 7,645,637
                                                         ------------   ------------     -----------

OPERATIONS:
    Net investment income (loss) .......................     (85,800)       (87,925)       $  33,819
    Net realized gain (loss) on
          investments sold .............................    (304,425)     1,258,826         (137,102)
    Net change in unrealized appreciation (depreciation)
       on investments ..................................     965,563        229,692        1,450,500
                                                         ------------   ------------    ------------
        Net increase (decrease) in net assets resulting
        from operations ................................     575,338      1,400,593        1,347,217
                                                         ------------   ------------    ------------

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

CAPITAL SHARE TRANSACTIONS (a):
    Sale of shares .....................................     214,455        842,317        1,247,864
    Reinvestment of distributions ......................     841,133        198,975            --
    Redemption of shares ...............................    (825,307)      (390,256)     (1,767,124)
                                                         ------------   ------------    ------------
        Net increase (decrease) in capital transactions      230,281        651,036        (519,260)
                                                         ------------   ------------    ------------

        Net increase (decrease) ........................     (36,450)     1,852,146         827,957
                                                         ------------   ------------    ------------

NET ASSETS - End of Period (Including line b) ..........$ 10,289,290   $ 10,325,740    $  8,473,594
                                                         ============   ============    ============


(a) Shares Issued (Redeemed)
        Sale of shares                                        15,520         68,184          122,991
        Reinvestment of distributions                         63,196         16,550             -
        Redemption of shares                                 (60,694)       (32,250)        (172,895)
                                                       --------------   -------------   -------------
             Net increase (decrease) in shares                18,022         52,484          (49,904)
                                                       ===============  ==============  =============

(b) Accumulated  undistributed net investment income:        $  -            $   -           $ 33,819
                                                        =============== ==============  ==============
</TABLE>


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



                            AUSTIN GLOBAL EQUITY FUND
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1997
<TABLE>


COMMON STOCKS (85.7%)                           SHARES        VALUE
                                                ------       ------
<S> .....................................          <C>          <C>
GERMANY (6.0%)
RWE AG ..................................        8,000   $  357,710
SAP AG ..................................        1,500      255,336
                                                            -------
                                                            613,046
                                                            -------
HONG KONG (1.1%)
Hong Kong and China Gas Co., Ltd., ADR ..       60,000      112,650
                                                            --------

ITALY (5.4%)
Telecom Italia Mobile SpA ...............      150,000      431,580
Telecom Italia SpA ......................       50,000      124,980
                                                            --------
                                                            556,560
                                                            -------
JAPAN (2.8%)
Nisshinbo Industries, Inc.(a) ...........       20,000      131,976
Tokio Marine & Fire Insurance Co., ADR ..        3,000      152,250
                                                            --------
                                                            284,226
                                                            -------
MALAYSIA (1.5%)
Nestle (Malaysia) Berhad ................        9,500       75,101
Telekom Malaysia Berhad .................       10,000       77,844
                                                            --------
                                                            152,945
                                                            -------
NETHERLANDS (8.7%)
Aegon NV, ADR ...........................        6,265      434,635
Royal Dutch Petroleum Co. ...............        1,500      262,500
Royal PTT Nederland NV, ADR .............        5,434      196,983
                                                            -------
                                                            894,118
                                                            -------
SINGAPORE (1.0%)
Development Bank of Singapore ...........        5,000       58,119
Fraser & Neave, Ltd. ....................        6,000       48,986
                                                            --------
                                                            107,105
                                                            -------
SWITZERLAND (4.3%)
Bank Fuer International Zahlungsausgleich           25      185,684
Roche Holdings, Ltd., ADR ...............        3,000      259,159
                                                            --------
                                                            444,843
                                                            -------
UNITED KINGDOM (16.7%)
B.A.T. Industries plc, ADR ..............       15,000      249,375
Boosey & Hawkes plc(b) ..................       15,000      192,729
British Energy plc(b) ...................       90,000      188,415
Cable & Wireless plc, ADR ...............       10,000      237,500
EMI Group plc ...........................       10,000      183,083
HSBC Holdings plc, ADR ..................        1,000      232,287
Lowndes Lambert Group Holdings plc(a) ...       20,000       34,974
Reuters Holdings plc, ADR ...............        2,500      145,470
RTZ Corp. plc, ADR ......................        4,000      250,500
                                                            -------
                                                          1,714,333
                                                          ---------
UNITED STATES (38.2%)
Cascade Communications Corp.(a) .........        9,000      237,375
Chris-Craft Industries, Inc.(a) .........        5,150      204,069
Cisco Systems, Inc.(a) ..................        4,000      192,500

</TABLE>

See notes to Financial Statements.         6               FORUM FUNDS (R)
<PAGE>

                            AUSTIN GLOBAL EQUITY FUND
                       SCHEDULE OF INVESTMENTS (continued)
                                 MARCH 31, 1997

<TABLE>

                                                        SHARES/FACE       VALUE
                                                        -----------     -------

<S>                                                          <C>           <C>
Dailey Petroleum Services Corp.(a) ...............         7,500   $    50,625
DBT Online, Inc.(a) ..............................         5,000       210,000
Intel Corp. ......................................         3,000       417,375
Knightsbridge Tankers Ltd.(a) ....................         5,000       121,250
Kos Pharmaceuticals, Inc.(a) .....................        12,000       240,000
Liberty Financial Cos., Inc. .....................         5,000       202,500
Nationwide Financial Services, Inc.(a) ...........        10,800       278,100
NeoPath, Inc.(a) .................................        10,000       137,500
Oracle Corp.(a) ..................................         8,500       327,782
Philip Morris Cos., Inc. .........................         2,000       228,250
Schlumberger, Ltd. ...............................         3,000       321,750
Tejas Gas Corp.(a) ...............................         6,000       260,250
The Walt Disney Co. ..............................         2,098       153,150
Trusted Information Systems, Inc.(a) .............        10,000       130,000
WorldCom, Inc.(a) ................................        10,000       220,000
                                                                       -------
                                                                     3,932,476
                                                                     ---------

TOTAL COMMON STOCKS (cost $7,404,144) ............                    8,812,302
                                                                      ---------

WARRANTS (12.5%)
United States (12.5%)
Bank of New York(a) ..............................        15,000     1,290,000
                                                                     ----------

TOTAL WARRANTS (cost $167,500)
                                                                     1,290,000
                                                                     ---------

SHORT-TERM HOLDINGS (1.8%)
1784 Institutional U.S. Treasury Money Market Fund       180,111       180,111
                                                                      --------

TOTAL SHORT-TERM HOLDINGS (cost $180,111) ........                    180,111
                                                                      --------
TOTAL INVESTMENTS (100.0%) (cost $7,751,755) .....                   $10,282,413
                                                                     ===========

</TABLE>

(a) Non-income producing security.
(b) Securities that may be resold to "qualified
    institutional  buyers" under Rule 144A, or securities offered pursuant to
    Section 4(2) of the Securities Act of 1933, as amended.

ADR  American Depositary Receipts.


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

<PAGE>

                                            
                            AUSTIN GLOBAL EQUITY FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1997



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 eleven 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 changed its fiscal year end to March 31.
Prior to November 25, 1996, its fiscal year end was June 30.

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 net
capital gains,  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) 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 gains 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.

                                        8                         FORUM FUNDS(R)

<PAGE>

                            AUSTIN GLOBAL EQUITY FUND
                    NOTES TO FINANCIAL STATEMENTS (continued)
                                 MARCH 31, 1997


REALIZED GAIN AND LOSS - Security transactions are accounted for on a trade date
basis and realized gain and loss on investments sold are determined on the basis
of identified cost.

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:  assets and
liabilities  at the  rate  of  exchange  at the  end of the  respective  period;
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 is
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 gains or losses; realized gains or losses include net gains or losses
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

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 March 31, 1997, fees waived were $69,562.

The  administrator  and  distributor  of the Fund is Forum  Financial  Services,
Inc.(R)  ("Forum").  Pursuant to an Administration  and Distribution  Agreement,
Forum  receives  a fee from the Fund at an annual  rate of 0.25% of the  average
annual  daily net  assets  of the Fund.  Forum  may  delegate  to other  persons
responsibility for certain services under this Agreement.  In addition,  certain
legal expenses of $5,503 were charged to the Fund by Forum.

Forum  Financial  Corp.(R)  ("FFC")  serves as the Company's  transfer agent and
dividend  disbursing  agent,  and fund  accountant.  For its  services  in these
capacities,  FFC  receives  $12,000 plus  certain  shareholder  account fees and
$36,000  plus  certain  adjustments  based on the type and  volume of  portfolio
transactions, respectively. Forum and FFC are affiliated companies.

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  Forum for the  distribution  expenses  incurred by
Forum  on  behalf  of the  Fund.  The  Fund  may  not  reimburse  Forum  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.


                                        9                         FORUM FUNDS(R)
<PAGE>


                            AUSTIN GLOBAL EQUITY FUND
                    NOTES TO FINANCIAL STATEMENTS (continued)
                                 MARCH 31, 1997


NOTE 4.  SECURITY TRANSACTIONS

Purchases and sales of investment securities, other than short-term investments,
totaled $4,487,792 and $5,154,159  respectively,  for the period ended March 31,
1997.

For Federal  income tax purposes,  the tax cost basis of  investment  securities
owned  at  March  31,  1997  was  $7,751,755.  The  aggregate  gross  unrealized
appreciation  for all  securities  in which there was an excess of market  value
over tax cost was $2,811,079 and the aggregate gross unrealized depreciation for
all  securities  in which there was an excess of tax cost over market  value was
$280,421.

As of March 31, 1997,  Austin  Global  Equity Fund had capital  loss  carryovers
available to offset future capital gains of $221,856 to expire in 2004.

NOTE 5.  FEDERAL TAX STATUS OF DIVIDENDS DECLARED DURING THE FISCAL YEAR 
         (UNAUDITED)

Austin Global Equity Fund dividends declared consisted of 23.98% qualifying 
dividends,  and 76.02%  ordinary dividends.

NOTE 6.   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>

                                            Before Acquisition                After Acquisition
                                            ------------------                -----------------
                                    Forum Austin     Stone Bridge Austin           Forum Austin
                                    Global Equity        Global Equity            Global Equity
                                    -------------        -------------            -------------
<S>                                 <C>                 <C>                        <C>         
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>

                                        10                        FORUM FUNDS(R)



<PAGE>

                            AUSTIN GLOBAL EQUITY FUND
                              FINANCIAL HIGHLIGHTS



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

<TABLE>

                                                              Nine Months          Year           Year          Period
                                                                 Ended            Ended           Ended         Ended
                                                               March 31,         June 30,       June 30,       June 30,
                                                                 1997              1996           1995         1994(a)
                                                            ----------------    -----------     ----------    -----------

<S>                                                                <C>            <C>             <C>           <C>   
Net Asset Value, Beginning of Period                               $13.19         $11.60          $9.80         $10.00
                                                            ----------------    -----------     ----------    -----------
Investment Operations
      Net Investment Income (Loss)                                  (0.11)         (0.12)          0.04(b)       (0.03)
      Net Realized and Unrealized  Gain (Loss)                       0.86           1.98           1.76          (0.17)
           on investments
                                                            ----------------    -----------     ----------    -----------
Total from Investment Operations                                     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                                     $12.84         $13.19         $11.60          $9.80
                                                            ================    ===========     ==========    ===========

Total Return                                                        5.38%(c)       16.22%         18.37%         (3.57%)(d)

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

</TABLE>



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

(a)  For the period December 8, 1993 (commencement of operations) through
     June 30, 1994.
(b)  Calculated using the weighted average shares outstanding.
(c)  Not annualized.
(d)  Annualized.
(e)  Amount represents the average  commission per share paid to brokers on the
      purchase and sale of equity securities.



                                        11                        FORUM FUNDS(R)


<PAGE>

- --------------------------------------------------------------------------------
                            AUSTIN GLOBAL EQUITY FUND
                         REPORT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------


The Board of Trustees and Shareholders,
   Forum Funds:

We have audited the accompanying statement of assets and liabilities,  including
the schedule of investments,  of Austin Global Equity Fund as of March 31, 1997,
the related  statements of operations  for the nine months ended March 31, 1997,
and the year ended June 30, 1996, the statement of changes in net assets for the
nine months  ended March 31,  1997,  and the years ended June 30, 1996 and 1995,
and the financial highlights for each of the periods presented.  These financial
statements  and  financial  highlights  are the  responsibility  of the  Trust's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test  basis,   confirmation  of  securities  owned  as  of  March  31,  1997  by
correspondence  with  the  custodian.  An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  such  financial  statements  and financial  highlights  present
fairly, in all material respects, the financial position of Austin Global Equity
Fund, as of March 31, 1997,  the results of its  operations,  the changes in its
net assets, and the financial  highlights for the respective stated periods,  in
conformity with generally accepted accounting principles.



Deloitte & Touche LLP
Boston, MA
May 9, 1997


                                        12                       
<PAGE>


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




                                    CUSTODIAN
                        The First National Bank of Boston
                                  P.O. Box 1959
                           Boston, Massachusetts 02105




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





                          ADMINISTRATOR AND DISTRIBUTOR
                        Forum Financial Service, Inc.(R)
                               Two Portland Square
                               Portland, ME 04101











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