FORUM FUNDS
N-30D, 1999-06-02
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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

ANNUAL REPORT                                    MARCH 31, 1999
- --------------------------------------------------------------------------------





Dear Fellow Shareholder:

In the year ended March 31, 1999,  your Fund achieved  milestone  ratings in its
Morningstar  Mutual  Fund  category.  Austin  Global  Equity Fund (AGE) has been
awarded  five  stars  (*****)  for  its  overall  risk-adjusted  performance  by
Morningstar.  It was rated among 918 and 454 international  equity funds for the
3- and 5- year periods  ended March 31, 1999,  respectively.  It should be noted
that the Fund is but five and a quarter  years old as of March 31,  1999.  As of
March 31, the Fund's average annual total return for the 1-year,  3-year, 5-year
and since inception (December 8, 1993) periods were 9.51%,  18.46%,  17.08%, and
15.77%, respectively.*

In the same three and five year periods,  the Standard & Poors ("S&P") 500 Index
exceeded   the  Fund's   annualized   compounded   gains  by  9.65%  and  9.18%,
respectively.  Simultaneously,  your Fund  bettered the Morgan  Stanley  Capital
International  World Index ("MSCI") by 0.83% and 0.69%  compounded  annually for
the three and five year  periods,  respectively.  The S&P 500 Index has,  as you
undoubtedly are aware, out-performed substantially all other indices. We include
the S&P 500 Index for reference  although it is not our  comparative  benchmark.
The data related to the MSCI is very pertinent, as it is the measure Morningstar
applies to our global category.

In the twelve months ended March 31, 1999,  your Fund  advanced  9.51% which was
below the S&P 500 Index average rise of 18.47% and the MSCI advance of 12.64%.

The Fund has continued to invest in the  privatization  of formerly  state owned
enterprises on a selected  basis.  Those purchased since our September 30, 1998,
report to shareholders are: Swisscom,  Telecom Poland and YPF Sociedad.  Initial
public offerings of former state owned  enterprises ebbed during the year due to
a decline in  anticipated  offering  prices.  This forced issuing states to seek
more strategic  partnering and equity sales on a private basis. With recovery of
security  markets  evident  throughout  the developed  economies,  we believe an
acceleration  of  privatization  via initial  public  offerings  is a reasonable
prospect near term.

Activity in the past year has broadened to include  purchase of cyclical stocks.
These  include  Alcoa,  Inc.,  Toyota  Motor,  the mining  company Rio Tinto and
chemical processors, BOC and Air Liquide. This broadening is based on the belief
that developed economies outside North America are demonstrating recovery in one
stage or another.  As we  indicated  in our  previous  reports,  central  banks,
including our own Federal Reserve have pursued  policies  ranging from a neutral
interest position to a bias toward lowering interest rates. This has taken place
within a world economy presently substantially free


<PAGE>



AUSTIN GLOBAL EQUITY FUND


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



of inflation.  This has comforted  securities  markets  around the globe and has
encouraged  further  stimulation in fiscal and monetary  policy in countries and
regions in need of economic recovery such as the Pacific Rim, Germany and United
Kingdom.

We believe that the foregoing  makes for a good investment  environment,  and we
are optimistic about the Fund's ability to profit from it.






/s/ Peter A. Vlachos

Peter A. Vlachos
President
Austin Investment Management, Inc.








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


* 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.
Morningstar proprietary ratings reflect historical risk-adjusted  performance as
of 3/31/99 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 its broad asset class  receive five stars.
The Fund's 3- and 5- year ratings are both 5 stars.


                                       2
<PAGE>

AUSTIN GLOBAL EQUITY FUND
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
MARCH 31, 1999
- --------------------------------------------------------------------------------


The following  chart  compares  changes in the value of a $10,000  investment in
Austin  Global  Equity Fund (the  "Fund"),  including  reinvested  dividends and
distributions,  to the performance of the Morgan Stanley  Capital  International
World Index  ("MSCI").  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  important  to keep in mind  that  the  MSCI
excludes the effect of any expenses  which have been deducted from Austin Global
Equity Fund's return.  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.

                       AUSTIN GLOBAL EQUITY FUND VS. MSCI


                      [EDGAR REPRESENTATION OF LINE CHART]

<TABLE>
<S>                           <C>       <C>       <C>       <C>       <C>       <C>       <C>
                              Nov 93    Mar 94    Mar 95    Mar 96   Mar 97    Mar 98    Mar 99
                              ------    ------    ------    ------   ------    ------    ------
Austin Global Equity Fund    $10,000   $ 9,890   $10,230   $13,092  $14,206   $19,872   $21,762
MSCI                         $10,000   $10,551   $11,534   $13,844  $15,139   $19,978   $22,504
</TABLE>


INVESTMENT VALUE ON 3/31/99
- ---------------------------
Austin Global Equity Fund                                   $ 21,762
MSCI                                                        $ 22,504

<TABLE>
<S>                                                         <C>             <C>            <C>
AVERAGE ANNUAL TOTAL RETURN AS OF 3/31/99                  ONE YEAR      FIVE YEAR      INCEPTION TO DATE
- ----------------------------------------                   --------      ---------      -----------------
Austin Global Equity Fund                                      9.51%         17.08%              15.77%
MSCI                                                          12.64%         16.35%              16.42%
</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 31,1999
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                         <C>                 <C>                      <C>
                                                        SHARES/FACE              COST                 VALUE
                                                       ---------------     ------------------     ----------------
COMMON STOCK (96.2%)
ARGENTINA (1.4%)
Buenos Aires Embotelladora S.A. (b)                                40                    $ -                  $ -
YPF Sociedad Anonima, ADR                                      10,000                293,725              315,625
                                                                           ------------------     ----------------
                                                                           ------------------     ----------------
                                                                                     293,725              315,625
                                                                           ------------------     ----------------

AUSTRALIA (1.9%)
News Corp. Ltd., ADR                                            5,000                147,112              147,500
Telstra Corp. Ltd., ADR                                         2,500                145,158              263,750
                                                                           ------------------     ----------------
                                                                           ------------------     ----------------
                                                                                     292,270              411,250
                                                                           ------------------     ----------------

BRAZIL (1.5%)
Telecomunicacoes Brasileiras SA - Telebras, ADR                 4,000                454,600              322,500
                                                                           ------------------     ----------------

CANADA 0.3%)
Gulf Canada Resources Ltd. (a)                                 25,000                131,063               67,187
                                                                           ------------------     ----------------

FINLAND (2.1%)
Nokia Corp., ADR                                                3,000                196,117              467,250
                                                                           ------------------     ----------------

FRANCE (6.1%)
Air Liquide                                                     1,125                178,957              167,605
Air Liquide, ADR                                                1,000                 33,813               29,797
Immobiliere Marseillaise                                          100                180,868              180,290
L'OREAL, ADR                                                    2,000                216,812              253,055
Rhone-Poulenc SA, ADR                                           3,000                151,680              132,000
Simco SA                                                        1,500                125,430              131,169
Societe du Louvre                                               5,000                317,170              350,325
Taittinger SA                                                     167                138,418              104,568
                                                                           ------------------     ----------------
                                                                           ------------------     ----------------
                                                                                   1,343,148            1,348,809
                                                                           ------------------     ----------------

GERMANY (1.6%)
RWE AG, ADR                                                     8,000                278,674              354,105
                                                                           ------------------     ----------------

GREECE (0.6%)
Panafon Hellenic Telecom SA, GDR (a)                            5,000                162,985              129,760
                                                                           ------------------     ----------------

HONG KONG (0.5%)
Hong Kong and China Gas Co. Ltd., ADR                          79,200                 85,000              111,910
                                                                           ------------------     ----------------

IRELAND (2.4%)
Allied Irish Banks plc, ADR                                     1,000                103,570              103,500
Esat Telecom Group plc, ADR (a)                                10,000                143,750              418,750
                                                                           ------------------     ----------------
                                                                           ------------------     ----------------
                                                                                     247,320              522,250
                                                                           ------------------     ----------------

ITALY (5.2%)
Telecom Italia Mobile SpA                                     150,000                185,989            1,008,870
Telecom Italia SpA                                                  7                     20                   74
Telecom Italia SpA, ADR                                         1,277                 36,100              133,287
                                                                           ------------------     ----------------
                                                                                     222,109            1,142,231
                                                                           ------------------     ----------------
</TABLE>



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

<PAGE>

AUSTIN GLOBAL EQUITY FUND
SCHEDULE OF INVESTMENTS
MARCH 31,1999
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                         <C>                 <C>                      <C>
                                                         SHARES/FACE              COST                 VALUE
                                                       ---------------     ------------------     ----------------
JAPAN (12.2%)
Bank of Tokyo-Mitsubishi Ltd., ADR                             45,000              $ 526,237            $ 632,813
Fuji Photo Film, ADR                                            9,000                366,060              336,375
Nisshinbo Industries, Inc.                                     20,000                194,872               76,500
NTT Mobile Communication Network, Inc., ADR                     6,000                264,560              296,378
Sony Corp., ADR                                                 3,000                244,493              273,938
Tokio Marine & Fire Insurance Co. Ltd., ADR                    11,000                582,285              617,375
Toyota Motor Corp., ADR                                         8,000                434,500              458,000
                                                                           ------------------     ----------------
                                                                           ------------------     ----------------
                                                                                   2,613,007            2,691,379
                                                                           ------------------     ----------------

LUXEMBOURG (2.2%)
Societe Europeenne des Satellites, FDR (a)                      3,500                592,671              476,096
                                                                           ------------------     ----------------

MALAYSIA (0.2%)
Nestle (Malaysia) Berhad                                       10,000                 66,727               28,000
Telekom Malaysia Berhad                                        15,000                 68,750               24,157
                                                                           ------------------     ----------------
                                                                           ------------------     ----------------
                                                                                     135,477               52,157
                                                                           ------------------     ----------------

NETHERLANDS (5.0%)
Aegon NV, ADR                                                   5,000                108,112              449,375
Equant NV (a)                                                   3,000                227,993              225,750
Koninklijke KPN NV, ADR                                            69                  2,186                2,738
Royal Dutch Petroleum Co.                                       8,000                365,753              416,000
                                                                           ------------------     ----------------
                                                                           ------------------     ----------------
                                                                                     704,044            1,093,863
                                                                           ------------------     ----------------

POLAND (0.6%)
Telekomunikacja Polska SA, GDR (a)                             25,000                120,200              131,842
                                                                           ------------------     ----------------

SOUTH KOREA (0.6%)
Korea Electric Power Corp., ADR                                10,000                174,250              126,875
                                                                           ------------------     ----------------

SPAIN (1.4%)
Endesa SA, ADR                                                  5,000                135,612              124,375
Telefonica De Espana SA, ADR                                    1,530                234,120              195,457
                                                                           ------------------     ----------------
                                                                           ------------------     ----------------
                                                                                     369,732              319,832
                                                                           ------------------     ----------------

SWITZERLAND (3.4%)
Bank Fuer Internationalen Zahlungsausgleich - BIZ                  35                253,900              196,856
Roche Holdings Ltd., ADR                                        3,000                195,000              365,841
Swisscom AG, ADR (a)                                            5,000                141,800              194,688
                                                                           ------------------     ----------------
                                                                           ------------------     ----------------
                                                                                     590,700              757,385
                                                                           ------------------     ----------------

UNITED KINGDOM (11.9%)
Allied Zurich plc, ADR (a)                                     12,322                321,041              332,387
BOC Group plc, ADR                                              5,000                149,050              136,875
British American Tobacco plc, ADR                              12,323                465,497              220,273
British Energy plc                                             90,000                295,593              861,552
HSBC Holdings plc,  ADR                                         1,000                303,000              313,567
Rio Tinto plc, ADR                                              5,000                210,112              275,000
SmithKline Beecham plc, ADR                                     4,000                256,240              286,000
Unilever plc, ADR                                               5,000                205,438              185,000
                                                                           ------------------     ----------------
                                                                           ------------------     ----------------
                                                                                   2,205,971            2,610,654
                                                                           ------------------     ----------------
</TABLE>


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


<PAGE>

AUSTIN GLOBAL EQUITY FUND
SCHEDULE OF INVESTMENTS
MARCH 31,1999
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                         <C>                 <C>                    <C>
                                                         SHARES/FACE              COST                 VALUE
                                                       ---------------     ------------------     ----------------
UNITED STATES (35.1%)
Alcoa, Inc.                                                     4,000              $ 154,350            $ 164,750
Ascend Communications, Inc. (a)                                 3,000                140,055              251,063
Bank of New York Co., Inc.                                     30,000                272,812            1,078,125
Chris-Craft Industries, Inc. (a)                                6,493                257,766              296,249
Cisco Systems, Inc. (a)                                         9,000                176,750              986,063
Comcast Corp.                                                   3,000                170,055              188,813
Entercom Communications Corp. (a)                               5,000                112,500              176,875
Home Depot, Inc.                                                3,000                117,180              186,750
Intel Corp.                                                     4,000                271,500              476,500
iVillage, Inc. (a)                                                800                 19,200               80,400
Johnson & Johnson                                               3,000                220,930              281,063
Knightsbridge Tankers Ltd.                                      5,000                107,750               86,250
Kos Pharmaceuticals, Inc. (a)                                  40,000                492,813              220,000
Lucent Technologies, Inc.                                       5,000                192,680              538,750
MCI WorldCom, Inc. (a)                                         10,000                502,110              885,625
Microsoft Corp. (a)                                             4,000                130,330              358,500
New Era of Networks, Inc. (a)                                   8,000                127,740              542,000
Paymentech, Inc. (a)                                            5,000                108,500              118,125
Pepsi-Cola Puerto Rico Bottling Co. (a)                           149                      -                  894
Qwest Communications International, Inc. (a)                    4,500                263,973              324,422
Schlumberger Ltd.                                               8,000                271,030              481,500
                                                                           ------------------     ----------------
                                                                           ------------------     ----------------
                                                                                   4,110,024            7,722,717
                                                                           ------------------     ----------------

TOTAL COMMON STOCK                                                                15,323,087           21,175,677
                                                                           ------------------     ----------------


FIXED RATE CONVERTIBLE BONDS (2.7%)
NETHERLANDS (1.2%)
Koninklijke Ahold NV, 3.00%, 9/30/03                          400,000                216,532              256,949
                                                                           ------------------     ----------------

UNITED STATES (1.5%)
Bell Atlantic Financial, 4.25%, 9/15/05                       300,000                296,049              327,563
                                                                           ------------------     ----------------

TOTAL FIXED RATE CONVERTIBLE BONDS                                                   512,581              584,512
                                                                           ------------------     ----------------


SHORT-TERM HOLDINGS (1.1%)
Dreyfus Government Cash Management Fund                       250,432                250,432              250,432
                                                                           ------------------     ----------------

TOTAL INVESTMENTS (100.0%)                                                      $ 16,086,100         $ 22,010,621
                                                                           ==================     ================

</TABLE>


(a)  Non-income producing security.
(b)  Received  shares  as part  of a class  action  settlement.
ADR -  American Depository  Receipt
FDR -  Foreign  Depository  Receipt
GDR -  Global  Depository Receipt





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


<PAGE>

AUSTIN GLOBAL EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                   <C>


ASSETS:
     Investments (Note 2):
         Investments at cost                                            $ 16,086,100
         Net unrealized appreciation                                       5,924,521
                                                                   ------------------
     Total investments at value                                           22,010,621

     Interest, dividends and other receivables                                56,352
     Prepaid expenses                                                          9,665
                                                                   ------------------
Total assets                                                              22,076,638
                                                                   ------------------

LIABILITIES:
     Payable to adviser (Note 3)                                              27,706
     Payable to transfer agent                                                 1,510
     Payable to administrator (Note 3)                                         4,618
     Accrued expenses and other liabilities                                   28,661
                                                                   ------------------
Total liabilities                                                             62,495
                                                                   ------------------

NET ASSETS                                                              $ 22,014,143
                                                                   ==================


COMPONENTS OF NET ASSETS:
     Paid in capital                                                    $ 16,231,545
     Unrealized appreciation on investments                                5,924,521
     Accumulated net realized loss                                          (141,923)
                                                                   ------------------

NET ASSETS                                                              $ 22,014,143
                                                                   ==================

SHARES OF BENEFICIAL INTEREST                                              1,327,955
                                                                   ==================

NET ASSET VALUE (OFFERING AND REDEMPTION PRICE PER SHARE)                    $ 16.58
                                                                   ==================
</TABLE>


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


<PAGE>

AUSTIN GLOBAL EQUITY FUND
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1999
- --------------------------------------------------------------------------------


<TABLE>
<S>                                                                        <C>


INVESTMENT INCOME:
     Dividend income                                                          $ 558,815
     Interest income                                                             53,002
                                                                      ------------------
Total investment income                                                         611,817
                                                                      ------------------

EXPENSES:
     Investment advisory  (Note 3)                                              274,672
     Administration  (Note 3)                                                    45,779
     Transfer agent  (Note 3)                                                    19,647
     Custody                                                                      8,468
     Accounting  (Note 3)                                                        36,000
     Audit                                                                       21,244
     Legal                                                                       15,612
     Trustees                                                                     1,045
     Amortization of organization costs (Note 2)                                  5,484
     Miscellaneous                                                               15,890
                                                                      ------------------
Total expenses                                                                  443,841
                                                                      ------------------

NET INVESTMENT INCOME                                                           167,976
                                                                      ------------------

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
     Net realized gain on investments sold                                      526,217
     Net change in unrealized appreciation on investments                       914,315
                                                                      ------------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS                               1,440,532
                                                                      ------------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                        $ 1,608,508
                                                                      ==================
</TABLE>


See Notes to Financial Statements.  9                            FORUM FUNDS (R)

<PAGE>


AUSTIN GLOBAL EQUITY FUND
STATEMENTS OF CHANGES IN NET ASSETS

- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                     <C>                       <C>

                                                                               Year                    Year
                                                                              Ended                    Ended
                                                                          March 31, 1999          March 31, 1998
                                                                       ---------------------    --------------------

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

OPERATIONS:
     Net investment income (loss)                                                   167,976                 (65,277)
     Net realized gain on investments sold                                          526,217               1,816,799
     Net change in unrealized appreciation on
        investments                                                                 914,315               2,479,548
                                                                       ---------------------    --------------------
     Net increase in net assets resulting
         from operations                                                          1,608,508               4,231,070
                                                                       ---------------------    --------------------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net investment income                                                         (167,976)                      -
     Net realized gain on investments sold                                         (989,542)             (1,232,391)
     Return of capital                                                             (137,811)                      -
                                                                       ---------------------    --------------------
                                                                       ---------------------    --------------------
     Total distributions to shareholders                                         (1,295,329)             (1,232,391)
                                                                       ---------------------    --------------------

CAPITAL SHARE TRANSACTIONS (a):
     Sale of shares                                                               5,240,038               1,230,491
     Reinvestment of distributions                                                1,295,329               1,232,391
     Redemption of shares                                                          (213,365)               (371,889)
                                                                       ---------------------    --------------------
     Net increase from capital transactions                                       6,322,002               2,090,993
                                                                       ---------------------    --------------------

     Net increase in net assets                                                   6,635,181               5,089,672
                                                                       ---------------------    --------------------

NET ASSETS - End of Period                                                     $ 22,014,143            $ 15,378,962
                                                                       =====================    ====================


(a)  Shares Issued (Redeemed)
         Sale of shares                                                             313,176                  81,338
         Reinvestment of distributions                                               82,420                  88,280
         Redemption of shares                                                       (12,909)                (25,424)
                                                                       ---------------------    --------------------
                                                                       =====================    ====================
         Net increase in shares                                                     382,687                 144,194
                                                                       =====================    ====================
</TABLE>



See Notes to Financial Statements.  9                             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>         <C>
                                                                            Nine
                                                   Year        Year        Months       Year         Year       Period
                                                  Ended        Ended       Ended        Ended       Ended       Ended
                                                  March 31,   March 31,    March 31,  June 30,     June 30,    June 30,
                                                   1999        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)                     0.15        (0.07)      (0.11)       (0.12)       0.04 (b)   (0.03)
    Net Realized and Unrealized Gain (Loss)
         on Investments                              1.32         4.95        0.86         1.98        1.76       (0.17)
                                                 ---------   ----------   ---------   ----------   ---------   ---------
Total from Investment Operations                     1.47         4.88        0.75         1.86        1.80       (0.20)
Distributions from
    Net Investment Income                           (0.14)           -           -            -           -           -
    Net Realized Gain on Investments                (0.90)       (1.45)      (1.10)       (0.27)          -           -
    Return of Capital                               (0.12)           -           -            -           -           -
                                                 ---------   ----------   ---------   ----------   ---------   ---------
Total Distributions                                 (1.16)       (1.45)      (1.10)       (0.27)          -           -
                                                 ---------   ----------   ---------   ----------   ---------   ---------
Net Asset Value, End of Period                     $16.58       $16.27      $12.84       $13.19      $11.60       $9.80
                                                 =========   ==========   =========   ==========   =========   =========

Total Return                                        9.51%       39.88%       5.38%       16.22%      18.37%       3.57% (c)

Ratio/Supplementary Data:
Net Assets at End of Period (000's omitted)       $22,014      $15,379     $10,289      $10,326      $8,474      $7,646
Ratios to Average Net Assets:
    Expenses                                        2.42%        2.50%       2.50% (c)    2.50%       2.50%       2.36% (c)
    Expenses excluding reimbursement/waiver             -        2.69%       3.38% (c)    3.25%       3.19%       4.18% (c)
    Net investment income (loss)                    0.92%        (0.5%)     (1.09%)(c)   (0.98%)     (0.41%)     (0.83%)(c)
Portfolio Turnover Rate                            51.15%       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.


See Notes to Financial Statements.  10                           FORUM FUNDS (R)
<PAGE>

AUSTIN GLOBAL EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
- --------------------------------------------------------------------------------

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 of
1940 (the "Act"). These financial statements relate to Austin Global Equity Fund
(the "Fund"), a diversified  portfolio of the Trust that commenced operations on
December  8,  1993.  The  Trust  currently  has  twenty-two   active  investment
portfolios  (each a "Series").  The Fund is  authorized  under the Trust's Trust
Instrument to issue an unlimited number of shares of beneficial interest without
par value.

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 as of 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 these
estimates.  The following summarizes the 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  determined in accordance  with  procedures
adopted by the Board of  Trustees.  Short-term  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 on
the commencement of the Fund's operations.

FEDERAL TAXES - The Fund intends to qualify each year as a regulated  investment
company and distribute all its taxable income.  In addition,  by distributing in
each calendar year substantially all 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 or excise tax provision is required.)

EXPENSE  ALLOCATION  -  The  Trust  accounts   separately  for  the  assets  and
liabilities   and  operations  of  each  Series.   Expenses  that  are  directly
attributable to more than one Series are allocated among the respective Series.

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.

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


                                       11                         FORUM FUNDS(R)
<PAGE>

AUSTIN GLOBAL EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (continued)
MARCH 31, 1999
- --------------------------------------------------------------------------------

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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  daily 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  resulting from
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.

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

OTHER SERVICE PROVIDER - 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.

NOTE 4.  SECURITY TRANSACTIONS

Cost of purchases and proceeds from sales of securities,  other than  short-term
investments, totaled $14,491,964 and $8,933,635 respectively, for the year ended
March 31, 1999.

For federal income tax purposes, the tax basis of investment securities owned as
of March 31, 1999, was $16,086,313.  The aggregate gross unrealized appreciation
for all  securities  in which there was an excess of market  value over tax cost
was  $7,299,715  and  the  aggregate  gross  unrealized   depreciation  for  all
securities  in which  there  was an excess  of tax cost  over  market  value was
$1,375,407.




                                       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 (one of the portfolios
constituting  Forum  Funds) as of March  31,  1999,  the  related  statement  of
operations  for the year then ended,  the statement of changes in net assets for
the years ended March 31, 1998 and March 31, 1999, and the financial  highlights
for the years ended March 31, 1998 and March 31,  1999,  nine months ended March
31,  1997 and each of the years in the three year  period  ended June 30,  1996.
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,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of securities owned as of March
31,  1999 by  correspondence  with the  custodian  and  brokers.  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, 1999,  the results of its  operations,  the changes in its
net assets, and its financial  highlights for the respective stated periods,  in
conformity with generally accepted accounting principles.



Deloitte & Touche LLP
Boston, MA
May 7, 1999





                                       13                         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

[FORUM LOGO]


Distributor
Forum Financial Services, Inc.
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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