FORUM FUNDS INC
N-30D, 1998-06-08
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                                                       [LOGO]

                                                      F O R U M
                                                      F U N D S

[Picture graphics on left half of page
of gear wheels, pencil, ledger paper,
and computer sitting on pedistal.]


                                                 --------------------
                                                    ANNUAL REPORT
                                                 --------------------
                                                    MARCH 31, 1998




                                                     AUSTIN GLOBAL
                                                      EQUITY FUND












<PAGE>

AUSTIN GLOBAL EQUITY FUND

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

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

ANNUAL REPORT                                             MARCH 31, 1998
- --------------------------------------------------------------------------------

Dear Fellow Shareholders:

The  Austin  Global  Equity  Fund in the year  ended  March 31,  1998,  achieved
considerable  growth and gained  recognition  within its peer group. As of March
31, the Fund's one, three and since inception  (December 8, 1993) average annual
total  returns were  39.88%,  24.77%,  and 17.26%  respectively,  which  compare
favorably  with the average  Morningstar  World Stock Fund's  returns of 25.62%,
19.10%, and 15.91%, respectively.  Your Fund has earned an overall 5-star rating
which  places us in the top 10% of the  Morningstar  international  equity  fund
universe based on risk/reward  evaluation[fn i]. With the Fund in its fifth year
of existence,  we thought it appropriate to expand upon some concepts that guide
your Fund's investment decisions.

As a global fund, we seek investment opportunities in stock markets of developed
and  developing  countries.  At present,  your Fund is invested in 16 countries,
including the United States.  Of our  approximate 35 non-U.S.  holdings,  25 are
traded on a U.S.  exchange  with the  concomitant  obligation  of  conforming to
S.E.C.  disclosure  regulations.  We believe  there is a comfort  factor in that
these  regulations  are the best  source of  financial  information  for passive
investors like us.

The  attractiveness  of investing  throughout the world is that it substantially
increases the number of investment  opportunities  available to us at reasonable
prices and that we deem financially  dependable.  Of course,  there are risks in
the global  arena that are not present in the U.S.  investment  environment.  An
example is dealing with different degrees of political and economic stability in
various countries.  While we are willing to accept a minor degree of risk, it is
only in cases where we believe the opportunity of the investment  outweighs such
risk.

Conceptually,   investing  in  stock  markets   throughout  the  world  enhances
diversification. This suggests that there are benefits to investing in different
countries where economics may not be in synchronization.  The examples of Japan,
Europe and the U.S. make this point.  Japan,  the second largest  economy in the
world, is in recession; European countries are either beginning recovery or have
recovered;  and the U.S.  continues  its robust  expansion.  As these  different
regions present  enticing  opportunities,  we will invest in them to the best of
our abilities.

One  significant  area of  opportunity  to be watched is the world wide trend of
privatization. Privatization, in our use of the word, is the conversion of state
owned  enterprises  (SOEs)  to  privately  owned   corporations   through  stock
floatations  or  underwritings.  Privatization  has gained  momentum since Great
Britain  successfully  sold its  holdings in  communication,  water and electric
utilities.  In the past decade,  scores of developed and developing nations have
transformed  its SOEs into  private  companies.  Privatization  may differ  from
country  to country  but there are common  elements  to the global  movement.  A
country's  continued  financing  of large  and  inefficient  SOEs has  increased
indebtedness to unacceptable levels. In such cases, needed capital for expansion
and  improvements  is  reduced  or  eliminated.  Therefore,  the need to  become
efficient,  competitive  and to  expand  markets  can only be met by  attracting
external private capital and management skills.

Among the Fund's ten  largest  positions  are two very  successful  examples  of
privatization:  British  Energy and Telecom Italia Mobile.  British  Energy,  an
electric  utility,  was privatized in 1996, at which time we purchased its stock
at $3.28 per  share.  As of March  31st,  these  shares  are priced at $8.80 per
share.  Telecom Italia Mobile, a mobile telephone company,  was privatized via a
spin-off from being a state controlled enterprise. The Fund's 

<PAGE>

AUSTIN GLOBAL EQUITY FUND
- --------------------------------------------------------------------------------
adjusted  1995 cost was $1.24  per  share and now sells at $5.37 per  share.  We
believe stock floatations of former SOEs will continue to provide  opportunities
in stable,  well financed and attractively  priced companies.  This, in part, is
due to the nature of the transforming process.

An adjunct to the  privatization  process is that if properly  and  successfully
executed,  it will be popular among the issuing  country's  citizens  because of
their  profitable  participation  through  share  purchases.  The  potential  of
initiating a popular program and receiving  political  credit for it are some of
the reasons  governments  are sensitive to pricing  floatations  "right",  at an
advantageous  offering  price to  citizens  and foreign  investors.  We like the
opportunities  presented  to the  Fund by  privatization  and will  continue  to
allocate investments accordingly.

The Fund seeks companies in the U.S. and elsewhere that have strong finances and
operations  in  established   businesses  that  are  selling  at  reasonable  or
compelling  values. We have them in Japan,  France,  the United States and other
markets.  Some  investments  require the patience to await events that will make
for price appreciation or unlock the values inherent in the companies.  It could
entail waiting for the local  government to launch a program to aid banks, as is
needed in Japan.  Or it could be a structural  change,  like the adoption of the
EMU in Europe, that may foster mergers among corporations in member nations.

We  are  also  convinced  that  long-term  growth  of  the  Fund  is  linked  to
participation in the growth of technology companies. Therefore, we have selected
telecommunication  equipment and software as areas of focus. We have invested in
several such companies at what we believe to be attractive prices and acceptable
price earnings ratios. Usually these purchases were made when the companies were
out-of-favor with investors.  Cisco,  Lernout & Hauspie and Lucent are companies
serving these  dynamic  growth areas which are owned by Fund.  These  companies'
year to year  growth  patterns  will  not,  however,  be  perfect.  They will be
impacted from time to time by various economic and business events.  However, we
think they will produce very attractive results over the long term.

The above concepts and  undertakings  have served the Fund well since inception.
We will  continue  these  efforts  in the  future  and hope that they will yield
comparable results. We thank you for your confidence in our investment style.

Regards,


/s/ Peter A. Vlachos


Peter A. Vlachos
Austin Investment Management, Inc.



- ------------------------
i The  Morningstar  World Stock Fund  Average  includes  235 funds with the same
investment  objective as of 3/31/98.  The Morningstar  proprietary  star ratings
reflect historical risk-adjusted performance through 3/31/98. The Fund was rated
5 stars  for the 3 year  period  among 722  international  equity  funds.  These
ratings are subject to change monthly and are calculated  from the Fund's 3-year
average  annual  total  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.  10% of the funds in an investment  category
receive 5 stars.

Past  performance is no guarantee of future  results.  The Fund's average annual
total   return   assumes   reinvestment   of  all   dividend  and  capital  gain
distributions.  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.  During  this  period  some of the  Fund's  fees were  waived or
expenses reimbursed;  without such waivers or reimbursements,  performance would
have been lower. Forum Financial Services, Inc. is the Fund's distributor.


                                       2
<PAGE>


AUSTIN GLOBAL EQUITY FUND
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
MARCH 31, 1998
- --------------------------------------------------------------------------------


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 GRAPH CHART]
<TABLE>
<S>                                                         <C>            <C>         <C>          <C>          <C>         <C>
                                                        Inception*        Dec-93      Mar-94       Mar-95      Mar-96      Mar-97
Austin Global Equity Fund                                  $ 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>


<TABLE>
<S><C>
       Mar-98  
     $ 19,872  
     $ 19,978  
</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 is unmanaged and its performance reflects the reinvestment of dividends. It
is not  possible  to invest  directly  in any  index.  PAST  PERFORMANCE  IS NOT
PREDICTIVE OF FUTURE PERFORMANCE. SHARES MAY BE WORTH MORE OR LESS AT REDEMPTION
THAN AT ORIGINAL PURCHASE.



INVESTMENT VALUE ON 3/31/98
- ---------------------------
Austin Global Equity Fund                                           $ 19,872
Morgan Stanley Capital International World Index                    $ 19,978

<TABLE>
<S>                                                                <C>                        <C>
AVERAGE ANNUAL TOTAL RETURN AS OF 3/31/98                        ONE YEAR             INCEPTION TO DATE
- -----------------------------------------                        --------             -----------------
Austin Global Equity Fund                                         39.88%                       17.26%
Morgan Stanley Capital International World Index                  31.96%                       17.31%
</TABLE>


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



                                       3                          FORUM FUNDS(R)
<PAGE>

AUSTIN GLOBAL EQUITY FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                             <C>                      <C>
COMMON STOCK (92.7%)                                                          SHARES/FACE                VALUE
                                                                           -----------------        ---------------
AUSTRALIA (0.8%)
Telstra Corp., Ltd.                                                                   2,500              $ 129,219
                                                                                                    ---------------

BELGIUM (2.8%)
Lernout & Hauspie Speech Products NV (a)                                              5,000                436,875
                                                                                                    ---------------

BRAZIL (2.5%)
Telecomunicacoes SA Telebras, Brasileiras, ADR                                        3,000                389,437
                                                                                                    ---------------

CANADA (2.6%)
Gulf Canada Resources Ltd. (a)                                                       25,000                143,750
Newcourt Credit Group, Inc.                                                           5,000                250,000
                                                                                                    ---------------
                                                                                                           393,750
                                                                                                    ---------------

FRANCE (3.8%)
AXA, UAP, ADR                                                                         5,000                258,750
L'Air Liquide                                                                         1,000                169,473
Societe BIC, SA                                                                       2,000                152,299
                                                                                                    ---------------
                                                                                                           580,522
                                                                                                    ---------------
GERMANY (6.7%)
RWE AG                                                                                8,000                430,424
SAP AG                                                                                1,500                598,593
                                                                                                    ---------------
                                                                                                         1,029,017
                                                                                                    ---------------
HONG KONG (3.5%)
China Telecom (Hong Kong) Ltd., SP, ADR                                              10,000                410,625
Hong Kong and China Gas Co., Ltd., ADR                                               72,000                120,802
                                                                                                    ---------------
                                                                                                           531,427
                                                                                                    ---------------
IRELAND (1.8%)
Esat Telecom Group plc (a)                                                           10,000                280,000
                                                                                                    ---------------

ITALY (5.9%)
Telecom Italia Mobile SpA                                                           150,000                806,010
Telecom Italia SpA                                                                        7                     55
Telecom Italia SpA, ADR                                                               1,277                101,442
                                                                                                    ---------------
                                                                                                           907,507
                                                                                                    ---------------
JAPAN (5.1%)
Bank of Tokyo-Mitsubishi, ADR                                                        10,000                120,625
Nippon Telegraph & Telephone, ADR                                                     2,500                105,781
Nisshinbo Industries, Inc. (a)                                                       20,000                100,694
Tokio Marine & Fire Insurance Co., ADR                                                8,000                448,000
                                                                                                    ---------------
                                                                                                           775,100
                                                                                                    ---------------
MALAYSIA (0.7%)
Nestle (Malaysia) Berhad                                                             10,000                 55,448
Telecom Malaysia Berhad                                                              15,000                 51,879
                                                                                                    ---------------
                                                                                                           107,327
                                                                                                    ---------------
NETHERLANDS (11.1%)
Aegon NV, ADR                                                                         6,388                774,944
Philips Electronics NV                                                                4,000                293,750
</TABLE>




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

AUSTIN GLOBAL EQUITY FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                             <C>                       <C>
                                                                              SHARES/FACE                VALUE
                                                                           -----------------        ---------------
NETHERLANDS (CONTINUED)
Royal Dutch Petroleum Co.                                                             6,000              $ 340,875
Royal PTT Nederland NV, ADR                                                           5,573                288,751
                                                                                                    ---------------
                                                                                                         1,698,320
                                                                                                    ---------------
RUSSIA (1.1%)
Lukoil Holding, ADR                                                                   2,500                175,735
                                                                                                    ---------------

SWITZERLAND (3.1%)
Bank Fuer International Zahlungsausgleich                                                25                155,463
Roche Holdings, Ltd., ADR                                                             3,000                324,700
                                                                                                    ---------------
                                                                                                           480,163
                                                                                                    ---------------
UNITED KINGDOM (9.1%)
Boosey & Hawkes plc                                                                  15,000                163,273
British Energy plc (a)                                                               90,000                790,875
HSBC Holdings plc, ADR                                                                1,000                305,883
Reuters Group plc                                                                     2,166                139,842
                                                                                                    ---------------
                                                                                                         1,399,873
                                                                                                    ---------------
UNITED STATES (32.1%)
Bank of New York Co., Inc.                                                           18,000              1,130,625
Chris-Craft Industries, Inc. (a)                                                      5,305                312,634
Cisco Systems Inc. (a)                                                                6,000                410,250
ContiFinancial Corp. (a)                                                              5,000                152,500
Cooper Cameron Corp. (a)                                                              5,000                301,875
Knightsbridge Tankers Ltd.                                                            5,000                142,500
Kos Pharmaceuticals, Inc. (a)                                                        22,000                206,250
Liberty Financial Cos., Inc.                                                          7,500                296,719
Lucent Technologies, Inc.                                                             2,000                255,750
McGraw-Hill Cos., Inc.                                                                5,000                380,313
Microsoft Corp. (a)                                                                   2,000                179,000
MoneyGram Payment Systems, Inc. (a)                                                  10,000                151,250
NeoPath, Inc. (a)                                                                    10,000                137,500
Philip Morris Cos., Inc.                                                              6,000                250,125
Schlumberger, Ltd.                                                                    6,000                454,500
Schweitzer-Mauduit International, Inc.                                                5,000                172,500
                                                                                                    ---------------
                                                                                                         4,934,291
                                                                                                    ---------------

TOTAL COMMON STOCK (COST $9,476,907)                                                                    14,248,563
                                                                                                    ---------------

PREFERRED STOCK (3.3%)
CSC Holdings Inc. (cost $275,200)                                                    10,000                513,750
                                                                                                    ---------------

SHORT-TERM HOLDINGS (4.0%)
Boston 1784 Institutional US Treasury Money Market Fund                             296,249                296,249
Dreyfus Government Cash Management Fund                                             316,270                316,270
                                                                                                    ---------------
TOTAL SHORT-TERM HOLDINGS (COST $612,519)                                                                  612,519
                                                                                                    ---------------

TOTAL INVESTMENTS (100.0%) (COST $10,364,626)                                                         $ 15,374,832
                                                                                                    ===============
</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
MARCH 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                 <C>

ASSETS:
     Investments (Note 2):
        Investments at cost                                                                           $ 10,364,626
        Net unrealized appreciation (depreciation)                                                       5,010,206
                                                                                                 ------------------
           Total investments at value                                                                   15,374,832

     Interest, dividends and other receivables                                                              32,136
     Prepaid expenses                                                                                       12,301
     Organization costs, net of amortization (Note 2)                                                        5,484
                                                                                                 ------------------
Total assets                                                                                            15,424,753
                                                                                                 ------------------

LIABILITIES:
     Payable to adviser (Note 3)                                                                            10,869
     Payable to other related parties (Note 3)                                                               3,180
     Accrued expenses and other liabilities                                                                 31,742
                                                                                                 ------------------
Total liabilities                                                                                           45,791
                                                                                                 ------------------

NET ASSETS                                                                                            $ 15,378,962
                                                                                                 ==================


COMPONENTS OF NET ASSETS:
     Paid in capital                                                                                  $ 10,047,354
     Unrealized appreciation (depreciation) on investments                                               5,010,206
     Accumulated net realized gain (loss)                                                                  321,402
                                                                                                 ------------------

NET ASSETS                                                                                            $ 15,378,962
                                                                                                 ==================

SHARES OF BENEFICIAL INTEREST:                                                                             945,268
                                                                                                 ==================

NET ASSET VALUE (OFFERING AND REDEMPTION PRICE PER SHARE):                                                 $ 16.27
                                                                                                 ==================
</TABLE>



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

<PAGE>

AUSTIN GLOBAL EQUITY FUND
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                 <C>


INVESTMENT INCOME:
     Dividend income                                                                                     $ 216,787
     Interest income                                                                                        42,926
                                                                                                 ------------------
Total  investment income                                                                                   259,713
                                                                                                 ------------------

EXPENSES:
     Investment advisory  (Note 3)                                                                         195,053
     Administration  (Note 3)                                                                               32,509
     Transfer agent  (Note 3)                                                                               25,482
     Custody                                                                                                 6,259
     Accounting  (Note 3)                                                                                   36,000
     Audit                                                                                                  19,650
     Legal                                                                                                   7,017
     Trustees                                                                                                1,814
     Amortization of organization costs (Note 2)                                                             7,970
     Miscellaneous                                                                                          17,699
                                                                                                 ------------------
Total expenses                                                                                             349,453
     Fee waived (Note 3)                                                                                   (24,463)
                                                                                                 ------------------
Net expenses                                                                                               324,990
                                                                                                 ------------------

NET INVESTMENT INCOME (LOSS)                                                                               (65,277)
                                                                                                 ------------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
     Net realized gain (loss) on investments sold                                                        1,816,799
     Net change in unrealized appreciation (depreciation) on investments                                 2,479,548
                                                                                                 ------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                                                   4,296,347
                                                                                                 ------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                        $ 4,231,070
                                                                                                 ==================
</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>
                                                                Year            Nine Months            Year
                                                                Ended              Ended               Ended
                                                           March 31, 1998      March 31, 1997      June 30, 1996
                                                          ------------------ ------------------- ------------------

NET ASSETS - Beginning of Period                               $ 10,289,290        $ 10,325,740        $ 8,473,594
- --------------------------------                          ------------------ ------------------- ------------------

OPERATIONS:
     Net investment income (loss)                                   (65,277)            (85,800)           (87,925)
     Net realized gain (loss) on investments sold                 1,816,799            (304,425)         1,258,826
     Net change in unrealized appreciation (depreciation)
        on investments                                            2,479,548             965,563            229,692
                                                          ------------------ ------------------- ------------------
        Net increase (decrease) in net assets resulting
            from operations                                       4,231,070             575,338          1,400,593
                                                          ------------------ ------------------- ------------------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net realized gain on investments                            (1,232,391)           (842,069)          (199,483)
                                                          ------------------ ------------------- ------------------

CAPITAL SHARE TRANSACTIONS (a):
     Sale of shares                                               1,230,491             214,455            842,317
     Reinvestment of distributions                                1,232,391             841,133            198,975
     Redemption of shares                                          (371,889)           (825,307)          (390,256)
                                                          ------------------ ------------------- ------------------
        Net increase (decrease) from capital transactions         2,090,993             230,281            651,036
                                                          ------------------ ------------------- ------------------

        Net increase (decrease) in net assets                     5,089,672             (36,450)         1,852,146
                                                          ------------------ ------------------- ------------------

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


(a)  Shares Issued (Redeemed)
        Sale of shares                                               81,338              15,520             68,184
        Reinvestment of distributions                                88,280              63,196             16,550
        Redemption of shares                                        (25,424)            (60,694)           (32,250)
                                                          ------------------ -------------------
                                                          ================== =================== ==================
             Net increase (decrease) in shares                      144,194              18,022             52,484
                                                          ================== =================== ==================
</TABLE>



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

<PAGE>

AUSTIN GLOBAL EQUITY FUND
FINANCIAL HIGHLIGHTS

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


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

Net Asset Value, Beginning of Period              $12.84        $13.19       $11.60        $9.80        $10.00
                                               ----------   -----------   ----------   ----------   -----------
Investment Operations
    Net Investment Income (Loss)                   (0.07)        (0.11)       (0.12)        0.04(b)      (0.03)
    Net Realized and Unrealized  Gain (Loss)
         on Investments                             4.95          0.86         1.98         1.76         (0.17)
                                               ----------   -----------   ----------   ----------   -----------
Total from Investment Operations                    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                    $16.27        $12.84       $13.19       $11.60         $9.80
                                               ==========   ===========   ==========   ==========   ===========

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

Ratio/Supplementary Data:
Net Assets at End of Period (000's omitted)      $15,379       $10,289      $10,326       $8,474        $7,646
Ratios to Average Net Assets:
    Expenses including reimbursement/waiver         2.50%         2.50%(d)     2.50%        2.50%         2.36%(d)
    Expenses excluding reimbursement/waiver         2.69%         3.38%(d)     3.25%        3.19%         4.18%(d)
    Net investment income (loss) including
         reimbursement/waiver                      (0.50)%       (1.09)%(d)   (0.98)%       0.41%        (0.83)%(d)
Average Commission Rate (e)                        $0.0681       $0.0383      $0.0542       N/A           N/A
Portfolio Turnover Rate                            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)  Not annualized.
(d)  Annualized.
(e)  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
MARCH 31, 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 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,  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of increase  and  decrease in net assets from  operations
during the fiscal period. Actual results could differ from those estimates.

The following represent significant accounting policies of the Fund:

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

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

DISTRIBUTIONS  TO  SHAREHOLDERS - Distributions  from net investment  income and
capital gain, if any, are declared and paid at least annually. Distributions are
based on amounts  calculated in accordance  with  applicable  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.  Certain of these costs were paid by
Forum Financial  Services,  Inc.(R) ("FFSI"),  a registered  broker-dealer and a
member  of the  National  Association  Services  Dealers,  Inc.,  and have  been
reimbursed by the Fund.

FEDERAL TAXES - The Fund intends to qualify and continue to qualify each year as
a regulated  investment company and distribute  substantially 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
MARCH 31, 1998 (continued)
- --------------------------------------------------------------------------------

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

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

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

INVESTMENT  ADVISER - The  investment  adviser to the Fund is Austin  Investment
Management, Inc. ("Adviser").  Pursuant to an Investment Advisory Agreement, the
Adviser receives an advisory fee from the Fund at an annual rate of 1.50% of the
average  daily net assets of the Fund.  The  Adviser  has  voluntarily  waived a
portion of its fees,  so that total  expenses of the Fund would not exceed 2.50%
of average  net  assets.  For the year ended  March 31,  1998,  fees waived were
$24,463.

ADMINISTRATIVE  AND OTHER SERVICES - Effective June 19, 1997, the  administrator
of the Fund is Forum Administrative Services, LLC ("FAS"). For its services, FAS
receives an  administrative  fee at an annual rate of 0.25% of the average daily
net assets of the Fund. In addition, certain legal expenses of $125 were charges
to the Fund by FAS. FFSI acts as the distributor of the Fund's shares.  Prior to
June 19, 1997, FFSI served as the administrator of the Fund pursuant to the same
terms and compensation as FAS.

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

The Fund has adopted a  Distribution  Plan (the  "Plan")  pursuant to Rule 12b-1
under the  Investment  Company Act of 1940 with  respect to the Fund.  Under the
Plan, the Fund may reimburse FFSI for the distribution expenses incurred by FFSI
on behalf  of the Fund.  The Fund may not  reimburse  FFSI for any  distribution
expenses in any fiscal year of the Fund in excess of 0.25% of the average  daily
net assets of the Fund. There were no unreimbursed  distribution charges for the
year ended March 31, 1998.



                                       11                        FORUM FUNDS (R)
<PAGE>


AUSTIN GLOBAL EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1998 (concluded)
- --------------------------------------------------------------------------------

NOTE 4.  SECURITY TRANSACTIONS

Cost of purchases and proceeds from sales of securities,  other than  short-term
investments,  totaled $7,308,089 and $6,944,424 respectively, for the year ended
March 31, 1998.

For federal  income tax purposes,  the tax cost basis of  investment  securities
owned as of March 31, 1998,  was  $10,364,626.  The aggregate  gross  unrealized
appreciation  for all  securities  in which there was an excess of market  value
over tax cost was $5,482,216 and the aggregate gross unrealized depreciation for
all  securities  in which there was an excess of tax cost over market  value was
$472,010.







                                       12                        FORUM FUNDS (R)
 <PAGE>

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


The Board of Trustees and Shareholders,
  Austin Global Equity Fund:

We have audited the accompanying statement of assets and liabilities,  including
the schedule of investments,  of Austin Global Equity Fund as of March 31, 1998,
the related  statements of operations for the year then ended,  the statement of
changes in net assets for the year ended March 31,  1998,  the nine months ended
March 31, 1997 and the year ended June 30, 1996,  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,  1998  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, 1998,  the results of its  operations , the changes in its
net assets,  and financial  highlights for the  respective  stated  periods,  in
conformity with generally accepted accounting principles.




Deloitte & Touche LLP
Boston, Massachusetts
May 1, 1998









                                       13                        FORUM FUNDS (R)

<PAGE>











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

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

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


[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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