FORUM FUNDS
N-30D, 1998-12-01
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                                    ------
                                THE QUADRA FUNDS
                                    ------
                               QUADRA GROWTH FUND


                               SEMI-ANNUAL REPORT
                                   (Unaudited)






























                                    09.30.98
<PAGE>

                                Table of Contents



Schedule of Investments:
    QUADRA Growth Fund .....................................................2

Statement of Assets and Liabilities.........................................5

Statement of Operations.....................................................6

Statement of Changes in Net Assets..........................................7

Financial Highlights........................................................8

Notes to Financial Statements...............................................9

<PAGE>


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


 QUADRA GROWTH FUND
 SCHEDULE OF INVESTMENTS
 SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S>                           <C>                                                                        <C>
       SHARES                                        SECURITY DESCRIPTION                                      VALUE
- --------------------        -----------------------------------------------------------------------     --------------------

COMMON STOCK (82.3%)
APPAREL & ACCESSORY STORES (4.0%)
              3,500         Ross Stores, Inc.                                                                     $ 100,188
              6,800         TJX Cos., Inc.                                                                          121,125
                                                                                                        --------------------
                                                                                                                    221,313
                                                                                                        --------------------

APPAREL & OTHER FINISHED PRODUCT MADE FROM FABRICS & SIMILAR MATERIALS (1.9%)
              2,600         Tommy Hilfiger Corp. (a)                                                                106,600
                                                                                                        --------------------

BUILDING & CONSTRUCTION PRODUCTS (2.0%)
              9,630         Johns Manville Corp.                                                                    109,541
                                                                                                        --------------------

BUSINESS SERVICES (6.7%)
              2,100         BMC Software, Inc. (a)                                                                  126,131
              4,900         Cadence Design Systems (a)                                                              125,256
              2,800         Robert Half International (a)                                                           120,926
                                                                                                        --------------------
                                                                                                        --------------------
                                                                                                                    372,313
                                                                                                        --------------------

CHEMICALS & ALLIED PRODUCTS (4.0%)
              1,550         Amgen, Inc. (a)                                                                         117,121
              4,600         Solutia, Inc.                                                                           103,787
                                                                                                        --------------------
                                                                                                        --------------------
                                                                                                                    220,908
                                                                                                        --------------------

COMMUNICATIONS (4.3%)
              2,000         AT&T Corp.                                                                              116,876
              1,600         BellSouth Corp.                                                                         120,400
                                                                                                        --------------------
                                                                                                        --------------------
                                                                                                                    237,276
                                                                                                        --------------------

DEPOSITORY INSTITUTIONS (6.2%)
              2,000         Comerica, Inc.                                                                          109,626
              4,500         Dime Bancorp, Inc.                                                                      113,906
              1,600         Fleet Financial Group                                                                   117,500
                                                                                                        --------------------
                                                                                                        --------------------
                                                                                                                    341,032
                                                                                                        --------------------

EATING & DRINKING PLACES (2.2%)
              7,500         Darden Restaurants, Inc.                                                                120,000
                                                                                                        --------------------

ELECTRIC, GAS & SANITARY SERVICES (2.3%)
              2,800         DTE Energy Co.                                                                          126,525
                                                                                                        --------------------

ELECTRONIC & OTHER ELECTRICAL EQUIPMENT & COMPONENTS, EXCEPT COMPUTER EQUIPMENT (1.9%)
              1,500         Lucent Technologies, Inc.                                                               103,593
                                                                                                        --------------------

</TABLE>

See Notes to Financial Statements.  2
<PAGE>


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


 QUADRA GROWTH FUND
 SCHEDULE OF INVESTMENTS (continued)
 SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S>                           <C>                                                                        <C>
       SHARES                                        SECURITY DESCRIPTION                                      VALUE
- --------------------        -----------------------------------------------------------------------     --------------------

FOOD & KINDRED PRODUCTS (2.2%)
              2,050         Quaker Oats Co.                                                                       $ 120,950
                                                                                                        --------------------

FURNITURE & FIXTURES (1.7%)
              4,700         Herman Miller, Inc.                                                                      92,825
                                                                                                        --------------------

GENERAL MERCHANDISE STORES (2.1%)
              3,200         Dayton Hudson Corp.                                                                     114,400
                                                                                                        --------------------

HEAVY CONSTRUCTION OTHER THAN BUILDING CONSTRUCTION - CONTRACTORS (1.9%)
              3,700         Halliburton Co.                                                                         105,681
                                                                                                        --------------------

INDUSTRIAL & COMMERCIAL MACHINERY (10.4%)
              1,900         EMC Corp. (a)                                                                           108,657
              3,000         Ingersoll Rand Co.                                                                      113,813
              1,730         Lexmark International Group, Inc. (a)                                                   119,910
              2,700         Sundstrand Corp.                                                                        125,213
              4,900         Unisys Corp. (a)                                                                        111,475
                                                                                                        --------------------
                                                                                                        --------------------
                                                                                                                    579,068
                                                                                                        --------------------

INSURANCE CARRIERS (3.8%)
              2,330         Equitable Cos., Inc.                                                                     96,403
              1,500         PacifiCare Health Systems, Inc. (a)                                                     111,750
                                                                                                        --------------------
                                                                                                        --------------------
                                                                                                                    208,153
                                                                                                        --------------------

MEASURING, ANALYZING, & CONTROLLING INSTRUMENTS; PHOTOGRAPHIC, MEDICAL & OPTICAL GOODS (2.1%)
              1,500         Eastman Kodak Co.                                                                       115,968
                                                                                                        --------------------

MISCELLANEOUS RETAIL (2.1%)
              2,400         Costco Cos., Inc.  (a)                                                                  113,700
                                                                                                        --------------------

PETROLEUM REFINING & RELATED INDUSTRIES (4.2%)
              2,400         Ashland, Inc.                                                                           111,000
              1,700         Exxon Corp.                                                                             119,319
                                                                                                        --------------------
                                                                                                        --------------------
                                                                                                                    230,319
                                                                                                        --------------------

PHARMACEUTICAL PREPARATIONS (6.4%)
              4,100         Mylan Laboratories                                                                      120,950
              1,100         Schering-Plough Corp.                                                                   113,918
              2,360         Watson Pharmaceuticals, Inc. (a)                                                        119,770
                                                                                                        --------------------
                                                                                                        --------------------
                                                                                                                    354,638
                                                                                                        --------------------
</TABLE>

See Notes to Financial Statements.  3
<PAGE>


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


 QUADRA GROWTH FUND
 SCHEDULE OF INVESTMENTS (concluded)
 SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S>                           <C>                                                                        <C>
       SHARES                                        SECURITY DESCRIPTION                                      VALUE
- --------------------        -----------------------------------------------------------------------     --------------------

PRINTING, PUBLISHING & ALLIED INDUSTRIES (2.0%)
              2,100         Gannett Co., Inc.                                                                     $ 112,481
                                                                                                        --------------------

TRANSPORTATION BY AIR (2.0%)
              1,700         UAL Corp. (a)                                                                           110,181
                                                                                                        --------------------

TRANSPORTATION EQUIPMENT (3.9%)
              2,200         General Dynamics Corp.                                                                  110,413
              2,600         Paccar, Inc.                                                                            107,088
                                                                                                        --------------------
                                                                                                        --------------------
                                                                                                                    217,501
                                                                                                        --------------------
WATER TRANSPORTATION (2.0%)
              4,200         Royal Caribbean Cruises Ltd.                                                            111,562
                                                                                                        --------------------

 TOTAL COMMON STOCK (COST $5,129,217)                                                                             4,546,528
                                                                                                        --------------------

SHORT-TERM INVESTMENTS (17.7%)
            979,631         The Collateralized Master Repurchase
                            Agreement Program, Collateralized by
                            U.S. Treasury Obligations
                            (cost $979,631)                                                                         979,631
                                                                                                        --------------------

 TOTAL INVESTMENTS (100.0%) (COST $6,108,848)                                                                   $ 5,526,159
                                                                                                        ====================
</TABLE>


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

 (a) Non-income producing security.






See Notes to Financial Statements.  4
<PAGE>


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

QUADRA GROWTH FUND
STATEMENT OF ASSETS & LIABILITIES
SEPTEMBER 30, 1998

- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                             <C>
                                                                                     QUADRA
                                                                                     GROWTH
                                                                                      FUND
                                                                              ---------------------

ASSETS:
      Investments (Note 2):
         Investments at cost                                                           $ 6,108,848
         Net unrealized appreciation (depreciation)                                       (582,689)
                                                                              ---------------------
              Total investments at value                                                 5,526,159


      Interest, dividends and other receivables                                              6,892
      Receivable for investments sold                                                      369,753
      Organization costs, net of amortization (Note 2)                                      24,550
                                                                              ---------------------

Total Assets                                                                             5,927,354
                                                                              ---------------------

LIABILITIES:
      Payable for Shares Redeemed                                                          352,864
      Accrued expenses and other liabilities                                               921,617
                                                                              ---------------------

Total Liabilities                                                                        1,274,481
                                                                              ---------------------

NET ASSETS                                                                             $ 4,652,873
                                                                              =====================


COMPONENTS OF NET ASSETS:
      Paid in capital                                                                  $ 5,171,513
      Undistributed net investment income                                                      495
      Unrealized appreciation (depreciation) on investments                               (582,689)
      Accumulated net realized gain (loss)                                                  63,554
                                                                              ---------------------

NET ASSETS                                                                             $ 4,652,873
                                                                              =====================

SHARES OF BENEFICIAL INTEREST:                                                             458,697
                                                                              =====================

NET ASSET VALUE (OFFERING AND REDEMPTION PRICE
      PER SHARE):                                                                          $ 10.14
                                                                              =====================
</TABLE>


See Notes to Financial Statements.  5
<PAGE>


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

QUADRA GROWTH FUND
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED SEPTEMBER 30, 1998

- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                  <C>
                                                                                        QUADRA
                                                                                        GROWTH
                                                                                         FUND
                                                                                 ---------------------

INVESTMENT INCOME:
      Interest income                                                                         $ 8,722
      Dividend income                                                                          32,730
                                                                                 ---------------------
Total Investment Income                                                                        41,452
                                                                                 ---------------------

EXPENSES:
      Advisory (Note 3)                                                                        31,619
      Administration (Note 3)                                                                  20,000
      Transfer agent (Note 3)                                                                  12,148
      Custody                                                                                   2,274
      Accounting (Note 3)                                                                      19,000
      Legal                                                                                     4,123
      Trustees                                                                                  2,164
      Registration                                                                              1,563
      Amortization of organization costs (Note 2)                                               3,000
      Miscellaneous                                                                             1,538
                                                                                 ---------------------
Total Expenses                                                                                 97,429
      Expenses assumed and fees waived (Note 5)                                               (65,773)
                                                                                 ---------------------
Net Expenses                                                                                   31,656
                                                                                 ---------------------

NET INVESTMENT INCOME (LOSS)                                                                    9,796
                                                                                 ---------------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON
      INVESTMENTS:
      Net realized gain (loss) on investments sold                                             71,045
      Net change in unrealized appreciation (depreciation)
          on investments                                                                     (844,244)
                                                                                 ---------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
      INVESTMENTS                                                                            (773,199)
                                                                                 ---------------------

NET INCREASE (DECREASE) IN NET ASSETS
      RESULTING FROM OPERATIONS                                                            $ (763,403)
                                                                                 =====================
</TABLE>


See Notes to Financial Statements.  6
<PAGE>


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

QUADRA GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIODS ENDED MARCH 31 AND SEPTEMBER 30, 1998

- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                    <C>
                                                                                         QUADRA
                                                                                         GROWTH
                                                                                          FUND
                                                                                     ----------------
NET ASSETS - COMMENCEMENT OF OPERATIONS (Note 1)                                                $ 10
- ------------------------------------------------                                     ----------------

OPERATIONS:
     Net investment income (loss)                                                              4,818
     Net realized gain (loss) on investments sold                                             (7,490)
     Net change in unrealized appreciation (depreciation) on
        investments                                                                          261,555
                                                                                     ----------------
        Net increase (decrease) in net assets resulting from operations                      258,883
                                                                                     ----------------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net investment income                                                                    (1,219)
                                                                                     ----------------
        Total distributions to shareholders                                                   (1,219)
                                                                                     ----------------

CAPITAL SHARE TRANSACTIONS (a):
     Sale of shares                                                                        3,517,545
     Reinvestment of distributions                                                             1,219
     Redemption of shares                                                                    (54,541)
                                                                                     ----------------
        Net increase (decrease) from capital transactions                                  3,464,223
                                                                                     ----------------

        Net increase (decrease) in net assets                                              3,721,887
                                                                                     ----------------

NET ASSETS - MARCH 31, 1998 (Including (b))                                              $ 3,721,897
- -------------------------------------------                                          ================

OPERATIONS:
     Net investment income (loss)                                                              9,796
     Net realized gain (loss) on investments sold                                             71,045
        investments                                                                         (844,244)
                                                                                     ----------------
        Net increase (decrease) in net assets resulting from operations                     (763,403)
                                                                                     ----------------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net investment income                                                                   (12,900)
                                                                                     ----------------
        Total distributions to shareholders                                                  (12,900)
                                                                                     ----------------

CAPITAL SHARE TRANSACTIONS (c):
     Sale of shares                                                                        3,222,335
     Reinvestment of distributions                                                            12,597
     Redemption of shares                                                                 (1,527,653)
                                                                                     ----------------
        Net increase (decrease) from capital transactions                                  1,707,279
                                                                                     ----------------

        Net increase (decrease) in net assets                                                930,976
                                                                                     ----------------

NET ASSETS - SEPTEMBER 30, 1998 (Including (d))                                          $ 4,652,873
- -----------------------------------------------                                      ================

(a)  Shares Issued (Redeemed)
        Sale of shares                                                                       330,663
        Reinvestment of distributions                                                            118
        Redemption of shares                                                                  (4,831)
                                                                                     ================
           Net increase (decrease) in shares                                                 325,950
                                                                                     ================

(b)  Accumulated undistributed net investment income                                         $ 3,599

(c)  Shares Issued (Redeemed)
        Sale of shares                                                                       276,265
        Reinvestment of distributions                                                          1,201
        Redemption of shares                                                                (144,719)
                                                                                     ----------------
           Net increase (decrease) in shares                                                 132,747
                                                                                     ================

(d)  Accumulated undistributed net investment income                                           $ 495
</TABLE>


See Notes to Financial Statements.  7
<PAGE>


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

QUADRA GROWTH FUND
FINANCIAL HIGHLIGHTS


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

Selected  per share  data and  ratios  for a share  outstanding  throughout  the
period.
<TABLE>
<S>                                                                             <C>                   <C>
                                                                                                QUADRA
                                                                                                GROWTH
                                                                                                 FUND
                                                                               ----------------------------------------
                                                                                 For the Period       For the Period
                                                                                      Ended          November 4, 1997
                                                                               September 30, 1998    to March 31, 1998
                                                                               --------------------  ------------------

Net Asset Value, Beginning of Period                                                        $11.42              $10.00
Investment Operations
     Net Investment Income (Loss)                                                             0.07                0.01
     Net Realized and Unrealized Gain (Loss) on Investments                                  (1.33)              1.41
Total from Investment Operations                                                             (1.26)               1.42
Distributions from Net Investment Income                                                     (0.02)                 -  (a)
Net Asset Value, End of Period                                                              $10.14              $11.42
                                                                               ====================  ==================

Total Return                                                                               (11.21%)             14.23%

Ratio/Supplementary Data:
Net Assets at End of Period (000's omitted)                                                 $4,653              $3,722
Ratios to Average Net Assets: (b)
     Expenses including assumption of expenses/waivers                                       1.00%               1.00%
     Expenses excluding assumption of expenses/waivers                                       3.08%              12.16%
     Net investment income (loss) including assumption of expenses/waivers                   0.31%               0.83%
Average commission rate (c)                                                                $0.0492              $0.0591
Portfolio Turnover Rate                                                                     78.83%              21.81%
</TABLE>


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

(a) Less than $0.01 per share.
(b) Annualized.
(c) Amount  represents  the average  commission per share paid to brokers on the
    purchase and sale of equity securities.



See Notes to Financial Statements.  8
<PAGE>


- --------------------------------------------------------------------------------
QUADRA GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998

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

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  twenty-two
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 Quadra Growth Fund (the
"Fund"),  a diversified  portfolio of the Trust.  Commencement of operations for
Quadra Growth Fund was November 4, 1997. Effective September 16, 1998, the Trust
ceased the offering of the Fund. In addition,  effective September 28, 1998, the
Trust terminated the exchange privileges applicable to the Fund.

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.

REPURCHASE AGREEMENTS - The Fund may invest in repurchase agreements.  The Fund,
through its custodian,  receives  delivery of the underlying  collateral,  whose
market value must always equal or exceed the  repurchase  price.  The investment
adviser is responsible for determining the value of the underlying collateral at
all times.  In the event of a  default,  the Fund may have  difficulty  with the
disposition of any securities held as collateral.

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  of net  investment  income and
capital  gains,  if any, are  declared  and paid at least  annually by the Fund.
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   have  been   capitalized   and  are  being  amortized  using  the
straight-line  method over a five-year  period  beginning on the commencement of
the Fund's operations.

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,  liabilities
and operations of the 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
<PAGE>

- --------------------------------------------------------------------------------
QUADRA GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (concluded)
SEPTEMBER 30, 1998

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

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

INVESTMENT  ADVISER  - The  investment  adviser  to the Fund is  Quadra  Capital
Partners, LLC (the "Adviser"). Pursuant to an Investment Advisory Agreement, the
Adviser receives an annual advisory fee of 1.00% of the average daily net assets
of the Fund.

Quadra has entered into an investment  sub-advisory  agreement  with Smith Asset
Management  Group,  L.P.,  which  manages  Quadra  Growth Fund.  Fees related to
sub-advisory  services are borne directly by the Adviser and do not increase the
fees paid by shareholders to the Fund.

ADMINISTRATOR - The administrator of the Fund is Forum Administrative  Services,
LLC  ("FAdS").  Pursuant  to  an  Administration  Agreement,  the  Administrator
receives a fee from the Fund at an annual rate of 0.10% of the first $50 million
of the Fund's average daily net assets and 0.05% of the average daily net assets
over $50 million.

DISTRIBUTOR - The  distributor  of the Fund is Forum  Financial  Services,  Inc.
("FFSI"), a registered broker-dealer and a member of the National Association of
Security Dealers, Inc. FFSI receives no compensation for its services.

TRANSFER AGENT - Forum  Shareholder  Services,  LLC ("FSS") serves as the Fund's
transfer  agent  and  dividend  disbursing  agent.  For its  services  in  these
capacities,  FSS receives  $24,000 per year,  plus certain  shareholder  account
fees.

SHAREHOLDER SERVICING AGENT - The Trust has adopted a shareholder servicing plan
with respect to the Fund under which the Trust pays FAdS a shareholder servicing
fee at an annual rate of 0.25% of the average daily net assets of the Fund. FadS
may pay any or all  amounts  of these  payments  to  various  institutions  that
provide shareholder services to their clients who invest in the Fund.

OTHER SERVICE PROVIDERS - Forum Accounting Services,  LLC ("FAcS") is the Fund's
fund  accountant  and for its  services  receives an annual fee of $36,000  plus
certain adjustments based on the type and volume of portfolio transactions.

NOTE 4.  SECURITY TRANSACTIONS

The cost of purchases  and the proceeds  from sales  (including  maturities)  of
securities (excluding short-term investments) for the period ended September 30,
1998 were $5,977,108 and $4,333,296, respectively.

For federal income tax purposes,  the tax basis of investment  securities owned,
as of September 30, 1998, was $6,108,848 and the net unrealized  depreciation of
investment securities was $582,689. The aggregate gross unrealized  appreciation
for all  securities  in which there was an excess of market  value over tax cost
was $245,150 and the aggregate gross unrealized  depreciation for all securities
in which there was an excess of tax cost over market value was $827,839.

NOTE 5.  WAIVER OF FEES AND ASSUMPTION OF EXPENSES

The Adviser  and FAdS have  voluntarily  undertaken  to waive a portion of their
fees and assume certain  expenses of the Fund so that total expenses of the Fund
would not exceed a certain limitation.  For the period ended September 30, 1998,
the Adviser waived fees of $31,619 and FAdS and the Adviser assumed  expenses of
$3,000 and $31,154, respectively. The Adviser and FAdS, at their discretion, may
revise or discontinue the voluntary waivers.  As of the date hereof, the Adviser
has maintained the Fund's ratio of expenses to average net assets at 1.00%.

                                       10



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