FORUM FUNDS
497, 1999-05-27
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                                   FORUM FUNDS



                      OAK HALL(R) SMALL CAP CONTRARIAN FUnd

                          Supplement Dated May 27, 1999
                       to Prospectus Dated August 1, 1998


Oak Hall  Capital  Advisors,  LP, the Fund's  investment  adviser,  has notified
management that it intends to terminate its investment  advisory  agreement with
Forum  Funds  with  respect  to the Fund on July 20,  1999.  Management  has not
succeeded  in  locating  a  suitable  replacement  investment  adviser or merger
partner for the Fund. As a result,  the Trustees of Forum Funds have  determined
to cease publicly offering the Fund's shares effective immediately. Further, the
Trustees  have  directed Oak Hall to reduce the Fund's  portfolio to cash and to
pay distributions of net capital gains and net investment income to shareholders
by June 3, 1999.

Forum Funds  strongly  advises that you redeem your shares or exchange  them for
shares of other Forum Funds as provided in your  prospectus.  The Trustees  have
directed the Fund to distribute its cash position to remaining  shareholders  on
July 9,  1999 so that the Fund may be  closed  before  the  investment  advisory
agreement terminates.





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