FORUM FUNDS
N-30D, 1998-12-02
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                                                   [Logo]

                                                   FORUM
                                                   FUNDS



                                      ----------------------------------
                                             SEMI-ANNUAL REPORT
                                      ----------------------------------

                                             SEPTEMBER 30, 1998




                                               Austin Global
                                                Equity Fund












<PAGE>

AUSTIN GLOBAL EQUITY FUND


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

Two Portland Square                             Shareholder Inquiries
Portland, ME  04101                             Forum Shareholder Services, LLC
800-943-6786                                    P.O. Box 446
                                                Portland, ME  04112
                                                207-879-0001

SEMI-ANNUAL REPORT                              September 30, 1998
- --------------------------------------------------------------------------------



Dear Fellow Shareholder:


As you probably  already know,  your Austin Global Equity Fund was not immune to
the gyrations that have occurred in world securities markets. For the six months
from March 31 to September 30, 1998, the Fund declined 8.42% versus a decline of
10.20% in the MSCI World  Index and a 6.95%  decline  in the S&P 500 Index.  The
Fund,  being a global fund, is better measured against the MSCI World Index, but
I cite the S&P 500's performance since it is so widely recognized.

As we continue our strategy of investing in selected privatization companies, we
initiated purchases of the newly privatized Societe Europeenne des Satellites, a
Luxembourg  company,  that  meets our  criterion  of being able to become a very
successful  commercial  enterprise.  This is our first investment in Luxembourg,
whose  strategic  geographical  location,  importance  to the European  Economic
Council,  outstanding  economic  achievement  in  past  decades,  and  political
stability make it a likely focus of continuing  attention from us in the future.
We have also invested in the  privatized  Spanish  landline  telephone  company,
Telefonica, and the recently privatized Brazil Telecomm.

The Federal Reserve lowered interest rates throughout the year, continuing until
September 29th. Other central banks of developed  nations have followed suit and
lowered rates.  Well publicized low inflation and ample labor supply  throughout
the globe, together with excess capacity, apparently assures that lower interest
rates  will not ignite a spiral of  inflation.  We  believe  that these  trends,
coupled with low energy,  agriculture and metal prices,  will stimulate economic
activity in the United States and abroad.  Undertakings by Japan and other Asian
Pacific  countries  should add to economic  recovery in that region.  As we have
noted before, Europe is also displaying increasing signs of continued growth. We
anticipate  continued  improvement  in  markets  throughout  the world in coming
months and will continue to pursue the investment  policies outlined in previous
reports.

In the  six-month  period of March 31,  1998 to  September  30, 1998 we began to
purchase cyclical,  consumer and retail securities.  We also purchased,  for the
first time,  French hotel and luxury goods companies.  We also added to existing
positions in the portfolio and reduced or eliminated others.

Your Fund remains in the  limelight.  In the  September  30, 1998 edition of the
Wall Street  Journal,  the Fund was ranked among the top 15 of all global funds,
ranking   12th  out  of  90  global   funds  in  the   Journal's   Mutual   Fund
Scorecard/Global  category  for the  period  ended  September  24,  1998.*  Most
pleasing in the period was the news that the Fund was awarded the coveted 5 star
designation by Morningstar,  among 819 international equity funds, for the three
year  period  ended  9/30/98.  Morningstar  is the  highly  regarded  and widely
utilized mutual fund ranking system in the United States.**



<PAGE>



AUSTIN GLOBAL EQUITY FUND


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



Finally, we have included an informational piece about the Roth IRA. If you have
any questions or would like additional  information about your no-load Fund, the
Roth IRA or other matters please call Forum Financial Services, Inc., the Fund's
distributor,  at (800)  943-6786.  We thank  you for  your  investment  and look
forward to helping you reach your investment goals.






Warmest Regards,



Peter A. Vlachos
President
Austin Investment Management, Inc.















*The Wall Street Journal  rankings are provided by Lipper  Analytical  Services,
Inc.,  an  industry  research  firm  whose  rankings  are based on total  return
performance and do not reflect the effect of sales charges.  As of 9/30/98,  the
Fund was ranked 35 out of 203 global funds for the 1-year period.

**Morningstar  proprietary ratings reflect historical risk-adjusted  performance
as of 9/30/98 and are subject to change monthly. Furthermore,  these ratings are
calculated  based on risk and return  ratios for 3-,  5-,  and  10-year  average
annual  returns  (if  applicable)  in  excess  of  90-day  T-bill  returns  with
appropriate fee  adjustments,  and a risk factor that reflects fund  performance
below  90-day  T-bill  returns  and  considers  all sales  charges  and fees (if
applicable).  The top 10% of funds in an investment category receive five stars.
Average annual total returns of the Fund for the 1-, 3-year and since  inception
(12/8/93)  periods ending 9/30/98 were .23%,  13.17%,  and 13.24%  respectively.
Past  performance  is no  guarantee  of future  results.  Investment  return and
principal value will fluctuate so that, when redeemed,  an investor's shares may
be worth more or less than their  original cost. The Fund's average total return
assumes reinvestment of all dividends and capital gain distributions.


                                       2
<PAGE>

AUSTIN GLOBAL EQUITY FUND
SCHEDULE OF INVESTMENTS (UNAUDITED)
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                  <C>                      <C>
                                                                                       SHARES/FACE                VALUE
                                                                                    -----------------        ---------------
COMMON STOCK (87.4%)
AUSTRALIA (0.9%)
Telstra Corp. Ltd., ADR                                                                        2,500              $ 139,063
                                                                                                             ---------------

BERMUDA (0.7%)
Knightsbridge Tankers Ltd.                                                                     5,000                107,500
                                                                                                             ---------------

BRAZIL (1.7%)
Telecomunicacoes Brasileiras SA - Telebras, ADR                                                4,000                281,750
                                                                                                             ---------------

CANADA (0.6%)
Gulf Canada Resources Ltd. (a)                                                                25,000                103,125
                                                                                                             ---------------

FINLAND (1.5%)
Nokia Corp., ADR                                                                               3,000                235,312
                                                                                                             ---------------

FRANCE (6.6%)
Air Liquide                                                                                    1,125                178,240
Immobiliere Marseillaise                                                                         100                180,024
L'OREAL, ADR                                                                                   1,000                 92,956
Simco SA                                                                                       1,500                116,953
Societe du Louvre                                                                              5,000                373,786
Taittinger SA                                                                                    167                120,346
                                                                                                             ---------------
                                                                                                                  1,062,305
                                                                                                             ---------------
GERMANY (6.3%)
RWE AG                                                                                         8,000                371,195
SAP AG                                                                                         1,500                635,413
                                                                                                             ---------------
                                                                                                                  1,006,608
                                                                                                             ---------------
HONG KONG (0.6%)
Hong Kong and China Gas Co. Ltd., ADR                                                         79,200                 97,099
                                                                                                             ---------------

IRELAND (2.1%)
Esat Telecom Group plc (a)                                                                    10,000                335,000
                                                                                                             ---------------

ITALY (6.0%)
Telecom Italia Mobile SpA                                                                    150,000                873,255
Telecom Italia SpA                                                                                 7                     48
Telecom Italia SpA, ADR                                                                        1,277                 85,559
                                                                                                             ---------------
                                                                                                                    958,862
                                                                                                             ---------------
JAPAN (5.3%)
Bank of Tokyo-Mitsubishi Ltd., ADR                                                            30,000                196,875
Nippon Telegraph & Telephone Corp., ADR                                                        2,500                 91,563
Nisshinbo Industries, Inc. (a)                                                                20,000                 66,118
Tokio Marine & Fire Insurance Co. Ltd., ADR                                                   11,000                489,500
                                                                                                             ---------------
                                                                                                                    844,056
                                                                                                             ---------------
LUXEMBOURG (3.6%)
Societe Europeenne des Satellites (a)                                                          3,500                587,562
                                                                                                             ---------------
</TABLE>


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


AUSTIN GLOBAL EQUITY FUND
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                   <C>                      <C>
                                                                                       Shares/Face                Value
                                                                                    -----------------        ---------------
MALAYSIA (0.4%)
Nestle (Malaysia) Berhad                                                                      10,000                 35,790
Telekom Malaysia Berhad                                                                       15,000                 23,685
                                                                                                             ---------------
                                                                                                                     59,475
                                                                                                             ---------------
NETHERLANDS (7.6%)
Aegon NV, ADR                                                                                  9,066                706,015
KLM Royal Dutch Airlines                                                                       2,071                 51,257
Koninklijke KPN NV, ADR                                                                        5,667                170,010
Royal Dutch Petroleum Co.                                                                      6,000                285,750
                                                                                                             ---------------
                                                                                                                  1,213,032
                                                                                                             ---------------
SPAIN (1.0%)
Telefonica SA, ADR                                                                             1,500                161,906
                                                                                                             ---------------

SWITZERLAND (3.3%)
Bank Fuer International Zahlungsausgleich                                                         35                213,012
Roche Holdings Ltd., ADR                                                                       3,000                322,904
                                                                                                             ---------------
                                                                                                                    535,916
                                                                                                             ---------------
UNITED KINGDOM (10.8%)
Allied Zurich plc, ADR (a)                                                                    12,500                255,546
BTP plc                                                                                       30,000                163,143
British American Tobacco plc (a)                                                              12,500                189,063
British Energy plc                                                                            90,000                881,730
Rio Tinto plc, ADR                                                                             5,000                245,000
                                                                                                             ---------------
                                                                                                                  1,734,482
                                                                                                             ---------------
UNITED STATES (28.4%)
Ascend Communications, Inc. (a)                                                                3,000                136,500
Bank of New York Co., Inc.                                                                    30,000                821,250
Chris-Craft Industries, Inc. (a)                                                               6,304                278,558
Cisco Systems, Inc. (a)                                                                        9,000                556,312
Home Depot, Inc.                                                                               3,000                118,500
Intel Corp.                                                                                    4,000                343,000
Johnson & Johnson                                                                              2,000                156,500
Kos Pharmaceuticals, Inc. (a)                                                                 22,000                130,625
Liberty Financial Cos., Inc.                                                                   7,500                197,813
Lucent Technologies, Inc.                                                                      4,000                276,250
MCI Worldcom, Inc. (a)                                                                        10,000                488,750
Microsoft Corp. (a)                                                                            2,000                220,125
New Era of Networks, Inc. (a)                                                                  4,000                163,000
NEXTLINK Communications, Inc. (a)                                                             10,000                233,750
Philip Morris Cos., Inc.                                                                       3,000                138,188
Schlumberger Ltd.                                                                              6,000                301,875
                                                                                                             ---------------
                                                                                                                  4,560,996
                                                                                                             ---------------

TOTAL COMMON STOCK (COST $11,004,600)                                                                            14,024,049
                                                                                                             ---------------

FIXED RATE CONVERTIBLE BONDS (1.4%)
Koninklijke Ahold NV, 3.00%, 9/30/03 (cost $216,532)                                         400,000                224,129
                                                                                                             ---------------
</TABLE>


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

AUSTIN GLOBAL EQUITY FUND
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONCLUDED)
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                  <C>                      <C>
                                                                                       SHARES/FACE                VALUE
                                                                                    -----------------        ---------------
SHORT-TERM HOLDINGS (11.2%)
Boston 1784 Institutional US Treasury Money Market Fund                                      896,338                896,338
Dreyfus Government Cash Management Fund                                                      896,338                896,338
                                                                                                             ---------------
TOTAL SHORT-TERM HOLDINGS (COST $1,792,676)                                                                       1,792,676
                                                                                                             ---------------

TOTAL INVESTMENTS (100.0%) (COST $13,013,808)                                                                  $ 16,040,854
                                                                                                             ===============
</TABLE>

(a)  Non-income producing security.
ADR - American Depositary Receipts












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

AUSTIN GLOBAL EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                                           <C>


ASSETS:
     Investments (Note 2):
         Investments at cost                                                                                  $ 13,013,808
         Net unrealized appreciation (depreciation)                                                              3,027,046
                                                                                                         ------------------
           Total investments at value                                                                           16,040,854

     Cash                                                                                                           29,229
     Receivable for Fund shares issued                                                                              22,350
     Receivable for investments sold                                                                               227,992
     Interest, dividends and other receivables                                                                      36,298
     Prepaid expenses                                                                                               10,983
     Organization costs, net of amortization (Note 2)                                                                1,499
                                                                                                         ------------------
Total assets                                                                                                    16,369,205
                                                                                                         ------------------

LIABILITIES:
     Payable to adviser (Note 3)                                                                                    20,646
     Payable to other related parties (Note 3)                                                                       3,442
     Accrued expenses and other liabilities                                                                         15,802
                                                                                                         ------------------
Total liabilities                                                                                                   39,890
                                                                                                         ------------------

NET ASSETS                                                                                                    $ 16,329,315
                                                                                                         ==================


COMPONENTS OF NET ASSETS:
     Paid in capital                                                                                          $ 12,635,609
     Undistributed (distribution in excess of) net investment income                                               (42,216)
     Unrealized appreciation (depreciation) on investments                                                       3,027,047
     Accumulated net realized gain (loss)                                                                          708,875
                                                                                                         ------------------

NET ASSETS                                                                                                    $ 16,329,315
                                                                                                         ==================

SHARES OF BENEFICIAL INTEREST:                                                                                   1,095,878
                                                                                                         ==================

NET ASSET VALUE (OFFERING AND REDEMPTION PRICE PER SHARE):                                                         $ 14.90
                                                                                                         ==================
</TABLE>




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

<PAGE>

AUSTIN GLOBAL EQUITY FUND
STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------


<TABLE>
<S>                                                                                                        <C>


INVESTMENT INCOME:
     Dividend income                                                                                             $ 155,120
     Interest income                                                                                                19,888
                                                                                                         ------------------
Total investment income                                                                                            175,008
                                                                                                         ------------------

EXPENSES:
     Investment advisory  (Note 3)                                                                                 130,256
     Administration  (Note 3)                                                                                       21,709
     Transfer agent  (Note 3)                                                                                       10,198
     Custody                                                                                                         4,479
     Accounting  (Note 3)                                                                                           18,000
     Audit                                                                                                           9,258
     Legal                                                                                                          12,593
     Trustees                                                                                                          765
     Amortization of organization costs (Note 2)                                                                     3,984
     Miscellaneous                                                                                                   5,982
                                                                                                         ------------------
Total expenses                                                                                                     217,224
                                                                                                         ------------------

NET INVESTMENT INCOME (LOSS)                                                                                       (42,216)
                                                                                                         ------------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
     Net realized gain (loss) on investments sold                                                                  387,473
     Net change in unrealized appreciation (depreciation) on investments                                        (1,983,159)
                                                                                                         ------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                                                          (1,595,686)
                                                                                                         ------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                               $ (1,637,902)
                                                                                                         ==================
</TABLE>






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

<PAGE>

AUSTIN GLOBAL EQUITY FUND
STATEMENTS OF CHANGES IN NET ASSETS

- --------------------------------------------------------------------------------
<TABLE>
<S>                                                          <C>                     <C>                   <C>
                                                                Six Months
                                                                   Ended                 Year               Nine Months
                                                            September 30, 1998           Ended                 Ended
                                                                (unaudited)         March 31, 1998        March 31, 1997
                                                            --------------------  --------------------  --------------------

NET ASSETS - Beginning of Period                                   $ 15,378,962          $ 10,289,290          $ 10,325,740
- --------------------------------                            --------------------  --------------------  --------------------

OPERATIONS:
     Net investment income (loss)                                       (42,216)              (65,277)              (85,800)
     Net realized gain (loss) on investments sold                       387,473             1,816,799              (304,425)
     Net change in unrealized appreciation (depreciation)
        on investments                                               (1,983,159)            2,479,548               965,563
                                                            --------------------  --------------------  --------------------
         Net increase (decrease) in net assets resulting
             from operations                                         (1,637,902)            4,231,070               575,338
                                                            --------------------  --------------------  --------------------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net realized gain on investments                                         -            (1,232,391)             (842,069)
                                                            --------------------  --------------------  --------------------

CAPITAL SHARE TRANSACTIONS (a):
     Sale of shares                                                   2,733,828             1,230,491               214,455
     Reinvestment of distributions                                            -             1,232,391               841,133
     Redemption of shares                                              (145,573)             (371,889)             (825,307)
                                                            --------------------  --------------------  --------------------
         Net increase (decrease) from capital transactions            2,588,255             2,090,993               230,281
                                                            --------------------  --------------------  --------------------

         Net increase (decrease) in net assets                          950,353             5,089,672               (36,450)
                                                            --------------------  --------------------  --------------------

NET ASSETS - End of Period                                         $ 16,329,315          $ 15,378,962          $ 10,289,290
- --------------------------                                  ====================  ====================  ====================


(a)  Shares Issued (Redeemed)
         Sale of shares                                                 159,293                81,338                15,520
         Reinvestment of distributions                                        -                88,280                63,196
         Redemption of shares                                            (8,683)              (25,424)              (60,694)
                                                            --------------------  --------------------  --------------------
                                                            ====================  ====================  ====================
              Net increase (decrease) in shares                         150,610               144,194                18,022
                                                            ====================  ====================  ====================
</TABLE>





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

<PAGE>

AUSTIN GLOBAL EQUITY FUND
FINANCIAL HIGHLIGHTS

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


Selected pershare data and ratios for a share
outstanding throughout each period.
<TABLE>
<S>                                               <C>         <C>         <C>         <C>          <C>          <C>
                                                   Six                      Nine
                                                  Months       Year        Months       Year         Year       Period
                                                  Ended        Ended       Ended        Ended       Ended       Ended
                                               September 30,  March 31,    March 31,  June 30,     June 30,    June 30,
                                                   1998        1998         1997        1996         1995      1994 (a)
                                                 ---------   ----------   ---------   ----------   ---------   ---------

Net Asset Value, Beginning of Period               $16.27       $12.84      $13.19       $11.60       $9.80      $10.00
                                                 ---------   ----------   ---------   ----------   ---------   ---------
Investment Operations
    Net Investment Income (Loss)                    (0.04)       (0.07)      (0.11)       (0.12)       0.04 (b)   (0.03)
    Net Realized and Unrealized Gain (Loss)
         on Investments                             (1.33)        4.95        0.86         1.98        1.76       (0.17)
                                                 ---------   ----------   ---------   ----------   ---------   ---------
Total from Investment Operations                    (1.37)        4.88        0.75         1.86        1.80       (0.20)
Distributions from
    Net Realized Gain on Investments                    -        (1.45)      (1.10)       (0.27)          -           -
                                                 ---------   ----------   ---------   ----------   ---------   ---------
Net Asset Value, End of Period                     $14.90       $16.27      $12.84       $13.19      $11.60       $9.80
                                                 =========   ==========   =========   ==========   =========   =========

Total Return                                        (8.42)%     39.88%       5.38%       16.22%      18.37%       3.57% (c)

Ratio/Supplementary Data:
Net Assets at End of Period (000's omitted)       $16,329      $15,379     $10,289      $10,326      $8,474      $7,646
Ratios to Average Net Assets:
    Expenses                                        2.50% (c)    2.50%       2.50% (c)    2.50%       2.50%       2.36% (c)
    Expenses excluding reimbursement/waiver         2.50% (c)    2.69%       3.38% (c)    3.25%       3.19%       4.18% (c)
    Net investment income (loss)                  (0.49)% (c)  (0.50)%     (1.09)% (c)   (0.98)%     (0.41)%    (0.83)% (c)
Average Commission Rate (d)                       $0.0811      $0.0681     $0.0383      $0.0542      N/A         N/A
Portfolio Turnover Rate                            39.84%       57.37%      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)  Annualized.
(d)  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.  9                            FORUM FUNDS (R)

<PAGE>

AUSTIN GLOBAL EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------

NOTE 1.  ORGANIZATION

Forum Funds(R) (the "Trust") is a Delaware  business trust that is registered as
an open-end management  investment company under the Investment Company Act (the
"Act"). The Trust currently has twenty-three active investment  portfolios.  The
Fund is  authorized  under the Trust's  Trust  Instrument  to issue an unlimited
number of shares of  beneficial  interest  without  par value.  These  financial
statements  relate to 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.

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,  the 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 ask 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 that mature in sixty 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 to shareholders of net investment
income  and  net  capital  gain,  if  any,  are  declared  and  paid   annually.
Distributions  are based on amounts  calculated  in accordance  with  applicable
federal  income  tax  regulations,  which may  differ  from  generally  accepted
accounting  principles.   These  differences  are  due  primarily  to  differing
treatments of income and gain on various investment securities held by the Fund,
timing differences and differing  characterizations of distributions made by the
Fund.

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.

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.



                                       10                        FORUM FUNDS (R)
<PAGE>


AUSTIN GLOBAL EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------

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 ask 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 Fund may enter into forward contracts to purchase or sell foreign currencies
to  protect  the  U.S.  dollar  value of its  portfolio  from  possible  adverse
movements in foreign  exchange  rates and exchange  control  regulations.  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  Fund  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.

ADMINISTRATOR - The administrator of the Fund is Forum Administrative  Services,
LLC ("FAdS"). For its services, FAdS 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  may be  charged to the Fund by FAdS.  For the six months  ended
September 30, 1998, the amount charged to the Fund was $0.

TRANSFER AGENT - The transfer agent and dividend  disbursing  agent for the Fund
is Forum  Shareholder  Services,  LLC  ("FSS").  FSS  receives  an annual fee of
$12,000 plus certain shareholder account fees.

DISTRIBUTOR  -  Forum  Financial  Services,   Inc.(R)  ("FFSI"),   a  registered
broker-dealer and a member of the National Association  Services Dealers,  Inc.,
acts  as  the  Fund's  distributor.   FFSI  receives  no  compensation  for  its
distribution services.

Other Service Providers - Forum Accounting Services,  LLC ("FAcS") provides fund
accounting  services to the Fund. For its services,  FAcS receives an annual fee
of $36,000 plus certain  amounts  based upon the asset level of the Fund as well
as the number and type of portfolio transactions.




                                       11                         FORUM FUNDS(R)
<PAGE>


AUSTIN GLOBAL EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONCLUDED)
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------

NOTE 4.  SECURITY TRANSACTIONS

Cost of purchases and proceeds from sales of securities,  other than  short-term
investments,  totaled $7,479,263 and $6,397,710 respectively, for the six months
ended September 30, 1998.

For federal income tax purposes, the tax basis of investment securities owned as
of  September  30,  1998,  was  $13,013,808.   The  aggregate  gross  unrealized
appreciation  for all  securities  in which there was an excess of market  value
over tax cost was $4,431,742 and the aggregate gross unrealized depreciation for
all  securities  in which there was an excess of tax cost over market  value was
$1,404,696.














                                       12                         FORUM FUNDS(R)


<PAGE>












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

Custodian
Investors Bank & Trust Company
200 Clarendon Street, 16th Floor
Boston, MA 02116

Trustees
John Y. Keffer
Costas Azariadis
James C. Cheng
J. Michael Parish

Administrator
Forum Administrative Services, LLC
Two Portland Square
Portland, ME 04101

[Logo]


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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