FORUM FUNDS, 497, 2000-04-06

FORUM FUNDS
497, 2000-04-06

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FORUM FUNDS

STATEMENT OF ADDITIONAL INFORMATION

JANUARY 1, 2000
(AS AMENDED MARCH 24, 2000)

FUND INFORMATION:
DAILY ASSETS TREASURY OBLIGATIONS FUND
Forum Funds DAILY ASSETS GOVERNMENT FUND
Two Portland Square DAILY ASSETS GOVERNMENT OBLIGATIONS FUND
Portland, Maine 04101 DAILY ASSETS CASH FUND
(207) 879-0001 DAILY ASSETS MUNICIPAL CASH FUND
(800) 94FORUM

ACCOUNT INFORMATION AND SHAREHOLDER
SERVICES:

Forum Shareholder Services, LLC
P.O. Box 446
Portland, Maine 04112
(207) 879-0001
(800) 94FORUM

This Statement of Additional Information or "SAI" supplements the Prospectuses
dated January 1, 2000, as may be amended from time to time, offering
Institutional Shares, Institutional Service Shares and Investor Shares of Daily
Assets Treasury Obligations Fund, Daily Assets Government Fund, Daily Assets
Government Obligations Fund, Daily Assets Cash Fund and Daily Assets Municipal
Fund. This SAI is not a prospectus and should only be read in conjunction with a
prospectus. You may obtain the Prospectuses without charge by contacting Forum
Shareholder Services, LLC at the address or telephone number listed above.

Certain information for the Funds included in the Prospectus and the Annual
Report to Shareholders is incorporated into this SAI by reference. Copies of the
Annual Report may be obtained without charge, upon request, by contacting Forum
Shareholder Services, LLC at the address or telephone number listed above.

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Table Of Contents

Glossary......................................................................3
Core and Gateway(R)Structure...................................................4
Investment Policies and Risks.................................................4
Investment Limitations.......................................................11
Investments by Financial Institutions........................................14
Performance Data and Advertising.............................................15
Management...................................................................18
Portfolio Transactions.......................................................24
Purchase and Redemption Information..........................................25
Taxation.....................................................................28
Other Matters................................................................31
Appendix A - Description of Securities Ratings..............................A-1
Appendix B - Performance Information........................................B-1
Appendix C - Miscellaneous Tables...........................................C-1
Appendix D Additional Advertising Materials.................................D-1

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GLOSSARY

"Adviser" means Forum Investment Advisors, LLC

"Board" means the Board of Trustees of the Trust.

"Code" means the Internal Revenue Code of 1986, as amended.

"Core Trust" means Core Trust (Delaware).

"Core Trust Board" means the Board of Trustees of Core Trust.

"Custodian" means the custodian of each Fund's assets.

"FAcS" means Forum Accounting Services, LLC, fund accountant of each Fund.

"FAdS" means Forum Administrative Services, LLC, administrator of each Fund.

"FFS" means Forum Fund Services, LLC, distributor of each Fund's shares.

"FSS" means Forum Shareholder Services, LLC, transfer agent and distribution
disbursing agent of each Fund.

"Fund" means each of Daily Assets Treasury Obligations Fund, Daily Assets
Government Fund, Daily Assets Government Obligations Fund, Daily Assets Cash
Fund and Daily Assets Municipal Fund series of the Trust.

"Fitch" means Fitch IBCA, Inc.

"Government Securities" means securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities (see prospectus).

"Moody's" means Moody's Investors Service.

"NAV" means net asset value per share (see prospectus).

"NRSRO" means a nationally recognized statistical rating organization.

"Portfolio" means each of Treasury Cash Portfolio, Government Portfolio,
Government Cash Portfolio, Cash Portfolio or Municipal Cash Portfolio, series of
Core Trust.

"SEC" means the U.S. Securities and Exchange Commission.

"S&P" means Standard & Poor's Corporation, a Division of McGraw Hill Companies.

"Treasury Securities" means securities issued or guaranteed by the U.S. Treasury
(see prospectus).

"Trust" means Forum Funds.

"1933 Act" means the Securities Act of 1933, as amended.

"1940 Act" means the Investment Company Act of 1940, as amended.

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CORE AND GATEWAY(R) STRUCTURE

Each Fund is a "gateway" fund in a Core and Gateway(R) structure. Under this
structure, each Fund invests substantially all of its assets in separate
Portfolios of Core Trust, another open-end, management investment company with
identical investment policies as the investing Fund, as follows:

Daily Assets Treasury Obligations Fund Treasury Cash Portfolio
Daily Assets Government Fund Government Portfolio
Daily Assets Government Obligations Fund Government Cash Portfolio
Daily Assets Cash Fund Cash Portfolio
Daily Assets Municipal Fund Municipal Cash Portfolio

CONSIDERATIONS OF INVESTING IN A PORTFOLIO

A Fund's investment in a Portfolio may be affected by the actions of other
investors in the Portfolio. A Fund may withdraw its entire investment from a
Portfolio at any time if the Board determines that it is in the best interests
of the Fund and its shareholders to do so. A withdrawal could result in a
distribution in kind of portfolio securities (as opposed to a cash distribution)
by the Portfolio. That distribution could result in a less diversified portfolio
of investments for the Fund, resulting in increased risk, and could affect
adversely the liquidity of the Fund's portfolio. If the Fund decided to convert
those securities to cash, it would incur transaction costs. If a Fund withdrew
its investment from a Portfolio, the Board would consider what action might be
taken, including the management of the Fund's assets in accordance with its
investment objective and policies or the investment of all of the Fund's
investable assets in another pooled investment entity having substantially the
same investment objective as the Fund.

ADDITIONAL INFORMATION

Each class of a Fund (and any other investment company that invests in a
Portfolio) may have a different expense ratio and different sales charges,
including distribution fees, and each class' (and investment company's)
performance will be affected by its expenses and sales charges. For more
information concerning any other investment companies that invest in a
Portfolio, investors may contact FFS at 800-754-8757.

INVESTMENT POLICIES AND RISKS

The following discussion supplements the disclosure in the Prospectuses about
each Fund's investment techniques, strategies and risks. Unless otherwise
indicated below, the discussion of the investment policies of a Portfolio also
refers to the investment policies a Fund that invests therein.

SEC RULE 2A-7

Under Rule 2a-7, each Portfolio must normally invest at least 95% of its total
assets in securities that are rated in the highest short-term rating category
(by NRSRO's such as S&P) for debt obligations, or are unrated and determined to
be of comparable quality.

Unrated securities may not be as actively traded as rated securities. A
Portfolio may retain securities whose rating has been lowered below the lowest
permissible rating category (or that are unrated and determined by the Adviser
to be of comparable quality) if the Adviser determines that retaining such
security is in the best interest of the Portfolio. Because a downgrade often
results in a reduction in the market price of the security, sale of a downgraded
security may result in a loss.

Pursuant to Rule 2a-7, the Core Trust Board has established procedures to
stabilize a Portfolio's net asset value at $1.00 per share. These procedures
include a review of the extent of any deviation of net asset value per share as
a result of fluctuating interest rates, based on available market rates, from a
Fund's $1.00 amortized cost price per share. Should that deviation exceed 1/2 of
1%, the Board will consider whether any action should be initiated to eliminate
or reduce material dilution or other unfair results to shareholders. Such action
may include redemption of shares in kind, selling portfolio securities prior to

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maturity, reducing or withholding distributions and utilizing a net asset value
per share as determined by using available market quotations.

SECURITY RATINGS INFORMATION

GENERAL RISKS

INTEREST RATE RISK

Changes in interest rates affect the market value of the interest-bearing fixed
income securities held by a Portfolio. There is normally an inverse relationship
between the market value of securities sensitive to prevailing interest rates
and actual changes in interest rates. The longer the remaining maturity (and
duration) of a security, the more sensitive the security is to changes in
interest rates. All fixed income securities, including U.S. Government
Securities, can change in value when there is a change in interest rates.

CREDIT RISK

A Portfolio's investment in fixed income securities is subject to credit risk
relating to the financial condition of the issuers of the securities that each
Portfolio holds. Credit risk is the risk that a counterparty to a transaction
will be unable to honor its financial obligation. To limit credit risk, each
Portfolio only invests in securities rated in the highest rating category of an
NRSRO or those that are unrated and deemed to be of comparable credit quality by
the Adviser.

ASSET BACKED SECURITIES

The value of asset backed securities may be significantly affected by changes in
interest rates, the markets' perception of the issuers, the structure of the
securities and the creditworthiness of the parties involved. The ability of a
Portfolio to successfully utilize asset backed securities depends, in part, upon
the ability of the Adviser to forecast interest rates and other economic factors
correctly. Some asset backed securities have structures that make their reaction
to interest rate changes and other factors difficult to predict.

Prepayments of principal of asset backed securities by borrowers or foreclosures
on the borrowers affect the average life of asset backed securities. Prepayments
may be triggered by various factors, including the level of interest rates,
general economic conditions, the location and age of the assets underlying the
security and other social and demographic conditions. In periods of rising
interest rates, the prepayment rate tends to decrease, lengthening the average
life of a pool of asset backed securities. A Portfolio may have to reinvest the
proceeds of prepayments at lower interest rates than those of their previous
investments. When this occurs, a Portfolio's yield will decline. A decrease in
the rate of prepayments may extend the effective maturities of mortgage-related
securities, increasing their sensitivity to changes in market interest rates. In
periods of falling interest rates, the prepayment rate tends to increase,
shortening the average life of a pool and the volume of prepayments of principal
on the mortgages underlying a particular asset backed security will influence
the yield of that security and a Portfolio's yield. To the extent that a
Portfolio purchases asset backed securities at a premium, unscheduled
prepayments, which are made at par, result in a loss equal to any unamortized
premium.

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FIXED INCOME SECURITIES

VARIABLE AND FLOATING RATE SECURITIES

Each Portfolio may invest in fixed income securities with variable or floating
rates. The yield of variable and floating rate securities varies in relation to
changes in specific money market rates. A "variable" interest rate adjusts at
predetermined intervals (for example, daily, weekly or monthly), while a
"floating" interest rate adjusts whenever a specified benchmark rate (such as
the bank prime lending rate) changes. Accordingly, as interest rates increase or
decrease, the appreciation or depreciation may be less on these obligations than
for fixed rate obligations. To the extent that a Portfolio invests in long-term
variable or floating rate securities, the Adviser believes that the Portfolio
may be able to take advantage of the higher yield that is usually paid on
long-term securities.

Each Portfolio will only purchase variable or floating rate securities, whose
interest rate is adjusted based on a single short-term rate or index such as the
Prime Rate. Under Rule 2a-7, a Portfolio may only purchase securities with
maturities of greater than 397 days if they have demand features that meet
certain requirements or they are certain Government Securities.

Cash Portfolio also may purchase variable and floating rate corporate master
notes and similar securities. Master notes with variable or floating interest
rates are unsecured obligations that are redeemable upon notice. You may invest
fluctuating amounts in these instruments at varying rates of interest under a
direct arrangement with the issuer. These obligations include master demand
notes. The issuer of these obligations often has the right, after a given
period, to prepay its outstanding principal obligations upon a specified number
of days' notice. These obligations generally are not traded and there is
generally no established secondary market for these obligations. To the extent a
demand note does not have a seven-day or shorter demand feature and there is no
readily available market for the obligation, it is treated as an illiquid
security.

ASSET BACKED SECURITIES

Each Portfolio may purchase adjustable rate mortgage backed or other asset
backed securities (such as Small Business Association Securities) that are
Government Securities. Treasury Cash Portfolio may only purchase mortgage or
asset backed securities that are Treasury Securities. These securities directly
or indirectly represent a participation in, or are secured by and payable from,
adjustable rate mortgages or other loans that may be secured by real estate or
other assets. Most mortgage backed securities are pass-through securities, which
means that investors receive payments consisting of a pro-rata share of both
principal and interest (less servicing and other fees), and unscheduled
prepayments as loans in the underlying mortgage pool are paid off by the
borrowers. Additional prepayments to holders of these securities are caused by
prepayments resulting from the sale or foreclosure of the underlying property or
refinancing of the underlying loans. Prepayments of the principal of underlying
loans may shorten the effective maturities of asset backed securities.

ADJUSTABLE RATE MORTGAGE BACKED SECURITIES

Adjustable rate mortgage securities ("ARMs") are pass-through securities
representing interests in pools of mortgage loans with adjustable interest rates
that are reset at periodic intervals, usually by reference to some interest rate
index or market interest rate, and that may be subject to certain limits.
Although the rate adjustment feature may reduce sharp changes in the value of
adjustable rate securities, these securities can change in value based on
changes in market interest rates or changes in the issuer's creditworthiness.
Changes in the interest rates on ARMs may lag behind changes in prevailing
market interest rates. This may result in a slightly lower net value until the
interest rate resets to market rates. Thus, a Portfolio could suffer some
principal loss if the Portfolio sold the securities before the interest rates on
the underlying mortgages were adjusted to reflect current market rates. Some
ARMs (or the underlying mortgages) are subject to caps or floors, that limit the
maximum change in interest rates during a specified period or over the life of
the security.

COLLATERALIZED MORTGAGE OBLIGATIONS

Each Portfolio may purchase collateralized mortgage obligations ("CMOs"), which
are collateralized by ARMs or by pools of conventional mortgages. CMOs typically
have a number of classes or series with different maturities and are generally

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retired in sequence. Each class of bonds receives periodic interest payments
according to the coupon rate on the bonds. However, all monthly principal
payments and any prepayments from the collateral pool are paid first to the
"Class 1" bondholders. The principal payments are such that the Class 1 bonds
will be completely repaid no later than, for example, five years after the
offering date. Thereafter, all payments of principal are allocated to the next
most senior class of bonds until that class of bonds has been fully repaid.
Although full payoff of each class of bonds is contractually required by a
certain date, any or all classes of bonds may be paid off sooner than expected
because of an acceleration in pre-payments of the obligations comprising the
collateral pool.

SMALL BUSINESS ADMINISTRATION SECURITIES

Small Business Administration securities ("SBA") are variable rate securities
that are backed by the full faith and credit of the United States Government,
and generally have an interest rate that resets monthly or quarterly based on a
spread to the Prime Rate. SBA securities generally have maturities at issue of
up to 40 years. No Portfolio may purchase an SBA security if, immediately after
the purchase, (1) the Portfolio would have more than 15% of its net assets
invested in SBA securities or (2) the total unamortized premium (or the total
unaccreted discount) on SBA securities would exceed 0.25% of the Portfolio's net
assets.

MUNICIPAL SECURITIES

Municipal Cash Portfolio may invest in municipal securities. Municipal
securities are issued by the states, territories and possessions of the United
States, their political subdivisions (such as cities, counties and towns) and
various authorities (such as public housing or redevelopment authorities),
instrumentalities, public corporations and special districts (such as water,
sewer or sanitary districts) of the states, territories and possessions of the
United States or their political subdivisions. In addition, municipal securities
include securities issued by or on behalf of public authorities to finance
various privately operated facilities, such as industrial development bonds,
that are backed only by the assets and revenues of the non-governmental user
(such as hospitals and airports).

BONDS AND NOTES

Municipal securities are issued to obtain funds for a variety of public
purposes, including general financing for state and local governments, or
financing for specific projects or public facilities. Municipal securities are
classified as general obligation bonds, revenue bonds and notes. General
obligation securities are secured by the issuer's pledge of its full faith,
credit and taxing power for the payment of principal and interest. Revenue
securities are payable from revenue derived from a particular facility, class of
facilities or the proceeds of a special excise tax or other specific revenue
source but not from the issuer's general taxing power. Private activity bonds
and industrial revenue bonds do not carry the pledge of the credit of the
issuing municipality, but generally are guaranteed by the corporate entity on
whose behalf they are issued.

LEASES

State and local governments and authorities enter into municipal leases to
acquire equipment and facilities such as fire and sanitation vehicles,
telecommunications equipment and other assets. Municipal leases permit
governmental issuers to acquire property and equipment without meeting
constitutional and statutory requirements for the issuance of debt. The
debt-issuance limitations of many state constitutions and statutes do not apply
to municipal leases that do not require the governmental issuer to satisfy
underlying obligations unless money is appropriated for that purpose by the
state legislature on a yearly or periodic basis.

PUTS AND STANDBY COMMITMENTS ON MUNICIPAL SECURITIES

The Portfolio may acquire "puts" on municipal securities. A put gives the
Portfolio the right to sell the municipal security at a specified price at any
time on or before a specified date. The Portfolio may sell, transfer or assign a
put only with the sale, transfer or assignment of the underlying security or
securities. The amount payable to the Portfolio upon its exercise of a "put" is
normally: (1) the Portfolio's acquisition cost of the municipal securities
(excluding any accrued interest which the Portfolio paid on their acquisition),
less any amortized market premium or plus any amortized market or original issue
discount during the period the Portfolio owned the securities; plus (2) all
interest accrued on the securities since the last interest payment date during
that period.

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Puts may be acquired by the Portfolio to facilitate the liquidity of its
portfolio assets. Puts may also be used to facilitate the reinvestment of the
Portfolio's assets at a rate of return more favorable than that of the
underlying security. Puts may, under certain circumstances, also be used to
shorten the maturity of underlying variable rate or floating rate securities for
purposes of calculating the remaining maturity of those securities and the
dollar-weighted average portfolio maturity of the Portfolio's assets. The
Portfolio intends to enter into puts only with dealers, banks and broker-dealers
that, in the Adviser's opinion, present minimal credit risks.

The Portfolio may purchase municipal securities together with the right to
resell them to the seller or a third party at an agreed-upon price or yield
within specified periods prior to their maturity dates. Such a right to resell
is commonly known as a "stand-by commitment," and the aggregate price which the
Portfolio pays for securities with a stand-by commitment may be higher than the
price which otherwise would be paid. The primary purpose of this practice is to
permit the Portfolio to be as fully invested as practicable in municipal
securities while preserving the necessary flexibility and liquidity to meet
unanticipated redemptions. In this regard, the Portfolio acquires stand-by
commitments solely to facilitate portfolio liquidity and does not exercise its
rights thereunder for trading purposes. Stand-by commitments involve certain
expenses and risks, including the inability of the issuer of the commitment to
pay for the securities at the time the commitment is exercised,
non-marketability of the commitment and differences between the maturity of the
underlying security and the maturity of the commitment. The Portfolio's policy
is to enter into stand-by commitment transactions only with municipal securities
dealers that are determined to present minimal credit risks.

The acquisition of a stand-by commitment does not affect the valuation or
maturity of the underlying municipal securities that continue to be valued in
accordance with the amortized cost method. Stand-by commitments acquired by the
Portfolio are valued at zero in determining net asset value. When the Portfolio
pays directly or indirectly for a stand-by commitment, its cost is reflected as
unrealized depreciation for the period during which the commitment is held.
Stand-by commitments do not affect the average weighted maturity of the
Portfolio's securities.

OTHER MUNICIPAL OBLIGATIONS

Variable Rate Demand Notes are municipal bonds with maturities of up to 40
years. These instruments have a demand feature that permits the holder to sell
the instruments back to the issuer. A holder of these instruments may exercise
the demand feature at predetermined intervals, usually daily or weekly. The
interest rate on these securities mirror prevailing interest rates. Tender
option bonds have relatively long maturities and fixed rates of interest. Under
an agreement with a third party financial institution, a holder of these bonds
may tender them to the institution and receive the face value of the bonds. A
holder may exercise this option at periodic intervals, usually six months to a
year.

ALTERNATIVE MINIMUM TAX

Municipal securities are also categorized according to: (1) whether the interest
is or is not included in the calculation of alternative minimum taxes for
individuals and corporations; (2) whether the costs of acquiring or carrying the
bonds are or are not deductible in part by banks and other financial
institutions; and (3) other criteria relevant for Federal income tax purposes.
Due to the increasing complexity of the Code and related requirements governing
the issuance of tax-exempt bonds, industry practice has uniformly required as a
condition to the issuance of such bonds, but particularly for revenue bonds, an
opinion of nationally recognized bond counsel as to the tax-exempt status of
interest on the bonds.

ZERO COUPON SECURITIES

Government Portfolio may invest in zero-coupon securities such as Treasury bills
and separately traded principal and interest components of Treasury Securities
issued or guaranteed under the U.S. Treasury's Separate Trading of Registered
Interest and Principal of Securities program. These securities are sold at
original issue discount and pay no interest to holders prior to maturity.
Because of this, zero-coupon securities may be subject to greater fluctuation of
market value than the other securities in which the Portfolios may invest. All
zero-coupon securities in which the Portfolio invests will have a maturity of
less than 13 months.

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The Portfolio must include a portion of the original issue discount of
zero-coupon securities, if any, as income even though these securities do not
pay any interest until maturity. Because the Portfolio distributes all of its
net investment income, the Portfolio may have to sell portfolio securities to
distribute imputed income, which may occur at a time when the Adviser does not
chose to sell such securities and which may result in a taxable gain or loss.

FEDERAL HOME LOAN MORTGAGE CORPORATION SECURITIES

Treasury Cash Portfolio, Government Cash Portfolio and Cash Portfolio currently
are prohibited from purchasing any security issued by the Federal Home Loan
Mortgage Corporation. This does not prohibit the Portfolios from entering into
repurchase agreements collateralized with securities issued by the Federal Home
Loan Mortgage Corporation.

REPURCHASE AGREEMENTS AND SECURITIES LENDING

GENERAL

Each Portfolio may enter into repurchase agreements. Repurchase agreements are
transactions in which a Portfolio purchases securities from a bank or securities
dealer and simultaneously commits to resell the securities to the bank or dealer
at an agreed-upon date and at a price reflecting a market rate of interest
unrelated to the purchased security. During the term of a repurchase agreement,
a Portfolio's custodian, subcustodian or other third party custodian maintains
possession of the purchased securities and any underlying collateral, which is
maintained at not less than 100% of the repurchase price. Repurchase agreements
allow a Portfolio to earn income on its uninvested cash for periods as short as
overnight, while retaining the flexibility to pursue longer-term investments.

RISKS

Repurchase agreements involve credit risk. In the event that bankruptcy,
insolvency or similar proceedings are commenced against a counterparty, a
Portfolio may have difficulties in exercising its rights to the underlying
securities. A Portfolio may incur costs and expensive time delays in disposing
of the underlying securities and it may suffer a loss. Failure by the other
party to deliver a security purchased by a Portfolio may result in a missed
opportunity to make an alternative investment. Favorable insolvency laws that
allow a Portfolio, among other things, to liquidate the collateral held in the
event of the bankruptcy of the counterparty reduce counterparty insolvency risk
with respect to repurchase agreements. A Portfolio will only enter a repurchase
agreement with a seller that the Adviser believes presents minimal credit risk.

BORROWING
GENERAL

Each Portfolio may borrow money from banks for temporary or emergency purposes
in an amount up to 33 1/3% of the Portfolio's total assets. Each Portfolio may
borrow money for other purposes so long as such borrowings do not exceed 5% of
the Portfolio's total assets. The purchase of securities is prohibited if a
Portfolio's borrowing exceeds 5% or more of its total assets.

RISKS

Interest costs on borrowing may offset or exceed the return earned on borrowed
funds (or on the assets that were retained rather than sold to meet the needs
for which funds were borrowed). Under adverse market conditions, a fund might
have to sell portfolio securities to meet interest or principal payments at a
time when investment considerations would not favor such sales. Reverse
repurchase agreements and other similar investments that involve a form of
leverage have characteristics similar to borrowing, but are not considered
borrowing if the Fund maintains a segregated account.

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WHEN-ISSUED SECURITIES

GENERAL

Each Portfolio may purchase securities offered on a when-issued or
delayed-delivery basis. When these transactions are negotiated, the price, which
is generally expressed in yield terms, is fixed at the time the commitment is
made, but delivery and payment for the securities take place at a later date.
Normally, the settlement date occurs within a certain period of time after the
transaction, but delayed settlements beyond that period may be negotiated.
During the period between a commitment and settlement, no payment is made for
the securities purchased by the purchaser and thus, no interest accrues to the
purchaser from the transaction. At the time a Portfolio makes the commitment to
purchase securities on a when-issued or delayed delivery basis, the Portfolio
will record the transaction as a purchase and thereafter reflect the value each
day of such securities in determining its net asset value.

RISKS

At the time a Portfolio makes a commitment to purchase securities in this
manner, the Portfolio immediately assumes the risk of ownership, including the
risk that the value of the security may decline. The use of when-issued
transactions and forward commitments enables a Portfolio to protect against
anticipated changes in interest rates and prices, but may also increase the
volatility of the Portfolio's asset value per unit. Failure by a counterparty to
deliver a security purchased by a Portfolio on a when-issued or delayed delivery
basis may result in a loss to the Portfolio or a missed opportunity to make an
alternative investment.

ILLIQUID SECURITIES

GENERAL

Each Portfolio may invest up to 10% of its net assets in illiquid securities.
The term "illiquid securities" means repurchase agreements not entitling the
holder to payment of principal within seven days and securities with legal or
contractual restrictions on resale or the absence of a readily available market.
Certificates of deposit and other fixed time deposits that carry an early
withdrawal penalty or mature in greater than seven days are treated as illiquid
securities if there is no readily available market for the instrument.

RISKS

Limitations on resale may have an adverse effect on the marketability of a
security and a Portfolio might also have to register a restricted security in
order to dispose of it, resulting in expense and delay. A Portfolio might not be
able to dispose of restricted or illiquid securities promptly or at reasonable
prices and might thereby experience difficulty satisfying redemptions. There can
be no assurance that a liquid market will exist for any security at any
particular time. Any security, including securities determined by the Adviser to
be liquid, can become illiquid.

DETERMINATION OF LIQUIDITY

The Adviser determines and monitors the liquidity of the portfolio securities.
The Adviser takes into account a number of factors in reaching liquidity
decisions, including but not limited to: (1) the frequency of trades and
quotations for the security; (2) the number of dealers willing to purchase or
sell the security and the number of other potential buyers; (3) the willingness
of dealers to undertake to make a market in the security; and (4) the nature of
the marketplace trades, including the time needed to dispose of the security,
the method of soliciting offers, and the mechanics of the transfer.

An institutional market has developed for certain restricted securities.
Accordingly, contractual or legal restrictions on the resale of a security may
not be indicative of the liquidity of the security. If such securities are
eligible for purchase by institutional buyers in accordance with Rule 144A under
the 1933 Act or other exemptions, the Adviser may determine that the securities
are not illiquid.

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YEAR 2000

The date change transition to the Year 2000 prompted concern that certain
computer systems may not process date-related information properly on and after
January 1, 2000. The Adviser and each Fund's administrator have addressed and
continue to monitor this Year 2000 issue and its possible impact on their
systems. Each Fund's other service providers have informed the Fund that they
are taking similar measures. Services provided to each Fund or any companies in
which it invests could still be adversely affected by a computer's failure to
accurately process date related information and, therefore, may lower the value
of your shares. While no adverse consequences have yet arisen, or have been
reported to the Adviser or each Fund's administrator, there is still the
possibility that certain computer systems may not be able to process
date-related information at some point during the year.

INVESTMENT LIMITATIONS

Each Fund has adopted the same investment limitations as the Portfolio in which
it invests. The investment objective of a Portfolio and Fund is fundamental.
Each Portfolio and Fund have also adopted a fundamental policy which provides
that, notwithstanding any other investment policy or restriction (whether
fundamental or not), the Portfolio or Fund may invest all of its assets in the
securities of a single pooled investment fund having substantially the same
investment objectives, policies and restrictions as the Fund or Portfolio, as
applicable.

A fundamental policy of a Portfolio or Fund cannot be changed without the
affirmative vote of the lesser of: (1) 50% of the outstanding shares of the Fund
(or interests in the case of a Portfolio); or (2) 67% of the shares of the Fund
(or interests of a Portfolio) present or represented at a shareholders (or
interestholder in the case of a Portfolio) meeting at which the holders of more
than 50% of the outstanding shares of the Fund (or interests in the case of a
Portfolio) are present or represented. The Board may change a nonfundamental
policy of a Fund without shareholder approval and the Core Trust Board may
change a nonfundmental policy of a Portfolio without interestholder consent.

For purposes of all investment policies of a Portfolio or Fund: (1) the term
1940 Act includes the rules thereunder, SEC interpretations and any exemptive
order upon which the Portfolio or Fund may rely; and (2) the term Code includes
the rules thereunder, IRS interpretations and any private letter ruling or
similar authority upon which the Portfolio or Fund may rely.

Except as required by the 1940 Act or the Code, if any percentage restriction on
investment or utilization of assets is adhered to at the time an investment is
made, a later change in percentage resulting from a change in the market values
of a Fund's or Portfolio's assets or purchases and redemptions of shares will
not be considered a violation of the limitation.

FUNDAMENTAL LIMITATIONS

GOVERNMENT PORTFOLIO

The Portfolio may not:

DIVERSIFICATION With respect to 75% of its assets, purchase securities, other
than a Government Security, of any one issuer if more than 5% of the value of
the Portfolio's total assets would at the time of purchase be invested in any
one issuer.

CONCENTRATION Purchase securities, other than Government Securities, if more
than 25% of the value of the Portfolio's total assets would be invested in
securities of issuers conducting their principal business activity in the same
industry, provided that consumer finance companies and industrial finance
companies are considered to be separate industries and that there is no limit on
the purchase of the securities of domestic commercial banks.

For purposes of concentration: (1) loan participations are considered to be
issued by both the issuing bank and the underlying corporate borrower; (2)
utility companies are divided according to their services (for example, gas, gas
transmission, electric and telephone will each be considered a separate
industry); and (3) financial service companies will be classified according to

11
<PAGE>

the end users of their services, for example, automobile finance, bank finance
and diversified finance will each be considered a separate industry.

UNDERWRITING Act as an underwriter of securities of other issuers, except to the
extent that, in connection with the disposition of portfolio securities, the
Portfolio may be deemed to be an underwriter for purposes of the Securities Act
of 1933.

REAL ESTATE Purchase or sell real estate or any interest therein (including
limited partnership interests), except that the Portfolio may invest in debt
obligations secured by real estate or interests therein or issued by companies
that invest in real estate or interests therein.

COMMODITIES Purchase or sell physical commodities or contracts relating to
physical commodities, provided that currencies and currency-related contracts
will not be deemed to be physical commodities.

BORROWING Borrow money, except for temporary or emergency purposes (including
the meeting of redemption requests). Total borrowings may not exceed 33 1/3% of
the Portfolio's total assets and borrowing for purposes other than meeting
redemptions may not exceed 5% of the value of the Portfolio's total assets.
Outstanding borrowings in excess of 5% of the value of the Portfolio's total
assets must be repaid before any subsequent investments are made by the
Portfolio.

SENIOR SECURITIES Issue senior securities except pursuant to Section 18 of the
1940 Act and except that the Portfolio may borrow money subject to investment
limitations specified in the Portfolio's Prospectus.

LENDING Make loans, except that the Portfolio may: (1) purchase debt securities
which are otherwise permissible investments; (2) enter into Repurchase
Agreements; and (3) lend portfolio securities, but not in an amount greater than
33 1/3% of the value of the Portfolio's total assets.

PLEDGING Pledge, mortgage or hypothecate its assets, except to secure permitted
indebtedness. Collateralized loans of securities are not deemed to be pledges or
hypothecations for this purpose.

OPTIONS Write put and call options.

INVESTING FOR CONTROL Invest for the purpose of exercising control over any
person.

RESTRICTED SECURITIES Purchase restricted securities.

TREASURY CASH PORTFOLIO, GOVERNMENT CASH PORTFOLIO, CASH PORTFOLIO AND MUNICIPAL
CASH PORTFOLIO

A Portfolio may not:

DIVERSIFICATION With respect to 75% of its assets, purchase a security other
than a U.S. Government Security if, as a result, more than 5% of the Portfolio's
total assets would be invested in the securities of a single issuer.

CONCENTRATION Purchase securities if, immediately after the purchase, more than
25% of the value of the Portfolio's total assets would be invested in the
securities of issuers having their principal business activities in the same
industry; provided, however, that there is no limit on investments in U.S.
Government Securities.

UNDERWRITING Underwrite securities of other issuers, except to the extent that
the Portfolio may be considered to be acting as an underwriter in connection
with the disposition of portfolio securities.

12
<PAGE>

REAL ESTATE Purchase or sell real estate or any interest therein, except that
the Portfolio may invest in debt obligations secured by real estate or interests
therein or issued by companies that invest in real estate or interests therein.

COMMODITIES Purchase or sell physical commodities or contracts relating to
physical commodities, provided that currencies and currency-related contracts
will not be deemed to be physical commodities.

BORROWING Borrow money, except for temporary or emergency purposes (including
the meeting of redemption requests) and except for entering into reverse
repurchase agreements, provided that borrowings do not exceed 33 1/3% of the
value of the Portfolio's total assets.

SENIOR SECURITIES Issue senior securities except as appropriate to evidence
indebtedness that the Portfolio is permitted to incur, and provided that the
Portfolio may issue shares of additional series or classes that the Trustees may
establish.

LENDING Make loans except for loans of portfolio securities, through the use of
repurchase agreements, and through the purchase of debt securities that are
otherwise permitted investments.

THRIFT INVESTOR LIMITATIONS With respect to Government Cash Portfolio, purchase
or hold any security that: (1) a Federally chartered savings association may not
invest in, sell, redeem, hold or otherwise deal pursuant to law or regulation,
without limit as to percentage of the association's assets; and (2) pursuant to
12 C.F.R. Section 566.1 would cause shares of the Fund not to be deemed to be
short term liquid assets when owned by Federally chartered savings associations.

NONFUNDAMENTAL LIMITATIONS

GOVERNMENT PORTFOLIO

The Portfolio may not:

DIVERSIFICATION With respect to 100% of its assets, purchase a security other
than a U.S. Government Security if, as a result, more than 5% of the Portfolio's
total assets would be invested in the securities of a single issuer, unless the
investment is permitted by Rule 2a-7 under the 1940 Act.

SECURITIES WITH VOTING RIGHTS Purchase securities having voting rights, except
the Portfolio may invest in securities of other investment companies to the
extent permitted by the 1940 Act.

MARGIN; SHORT SALES Purchase securities on margin, or make short sales of
securities, except for the use of short-term credit necessary for the clearance
of purchases and sales of portfolio securities.

LIQUIDITY Acquire securities or invest in repurchase agreements with respect to
any securities if, as a result, more than 10% of the Portfolio's net assets
(taken at current value) would be invested in repurchase agreements not
entitling the holder to payment of principal within seven days and in securities
that are illiquid by virtue of legal or contractual restrictions on resale or
the absence of a readily available market.

TREASURY CASH PORTFOLIO, GOVERNMENT CASH PORTFOLIO, CASH PORTFOLIO AND MUNICIPAL
CASH PORTFOLIO

A Portfolio may not:

BORROWING Purchase securities for investment while any borrowing equaling 5% or
more of the Portfolio's total assets is outstanding; and if at any time the
Portfolio's borrowings exceed the Portfolio's investment limitations due to a

13
<PAGE>

decline in net assets, such borrowings will be promptly (within three days)
reduced to the extent necessary to comply with the limitations. Borrowing for
purposes other than meeting redemption requests will not exceed 5% of the value
of the Portfolio's total assets.

SECURITIES WITH VOTING RIGHTS Purchase securities that have voting rights,
except the Portfolio may invest in securities of other investment companies to
the extent permitted by the 1940 Act.

LIQUIDITY Acquire securities or invest in Repurchase Agreements with respect to
any securities if, as a result, more than 10% of the Portfolio's net assets
(taken at current value) would be invested in repurchase agreements not
entitling the holder to payment of principal within seven days and in securities
that are illiquid by virtue of legal or contractual restrictions on resale or
the absence of a readily available market.

INVESTMENTS BY FINANCIAL INSTITUTIONS

INVESTMENT BY SHAREHOLDERS THAT ARE BANKS - GOVERNMENT CASH PORTFOLIO

Government Cash Portfolio invests only in instruments which, if held directly by
a bank or bank holding company organized under the laws of the United States or
any state thereof, would be assigned to a risk-weight category of no more than
20% under the current risk based capital guidelines adopted by the Federal bank
regulators (the "Guidelines"). In the event that the Guidelines are revised, the
Portfolio's investment portfolio will be modified accordingly, including
disposing of portfolio securities or other instruments that no longer qualify
under the Guidelines. In addition, the Portfolio does not intend to hold in its
portfolio any securities or instruments that would be subject to restriction as
to amount held by a national bank under Title 12, Section 24 (Seventh) of the
United States Code. If the Portfolio's investment portfolio includes any
instruments that would be subject to a restriction as to amount held by a
national bank, investment in the Portfolio may be limited.

The Guidelines provide that shares of an investment fund are generally assigned
to the risk-weight category applicable to the highest risk-weighted security or
instrument that the fund is permitted to hold. Accordingly, Portfolio interests
should qualify for a 20% risk weighting under the Guidelines. The Guidelines
also provide that, in the case of an investment fund whose shares should qualify
for a risk weighting below 100% due to limitations on the assets which it is
permitted to hold, bank examiners may review the treatment of the shares to
ensure that they have been assigned an appropriate risk-weight. In this
connection, the Guidelines provide that, regardless of the composition of an
investment fund's assets, shares of a fund may be assigned to the 100%
risk-weight category if it is determined that the fund engages in activities
that appear to be speculative in nature or has any other characteristics that
are inconsistent with a lower risk weighting. The Adviser has no reason to
believe that such a determination would be made with respect to the Portfolio.
There are various subjective criteria for making this determination and,
therefore, it is not possible to provide any assurance as to how Portfolio
shares will be evaluated by bank examiners.

Before acquiring Portfolio shares, prospective investors that are banks or bank
holding companies, particularly those that are organized under the laws of any
country other than the United States or of any state, territory or other
political subdivision of the United States, and prospective investors that are
U.S. branches and agencies of foreign banks or Edge Corporations, should consult
all applicable laws, regulations and policies, as well as appropriate regulatory
bodies, to confirm that an investment in Portfolio shares is permissible and in
compliance with any applicable investment or other limits.

Portfolio shares held by national banks are generally required to be revalued
periodically and reported at the lower of cost or market value. Such shares may
also be subject to special regulatory reporting, accounting and tax treatment.
In addition, a bank may be required to obtain specific approval from its board
of directors before acquiring Portfolio shares, and thereafter may be required
to review its investment in the Portfolio for the purpose of verifying
compliance with applicable federal banking laws, regulations and policies.

14
<PAGE>

National banks generally must review their holdings of shares of the Portfolio
at least quarterly to ensure compliance with established bank policies and legal
requirements. Upon request, the Portfolio will make available to an investor
information relating to the size and composition of its portfolio.

INVESTMENT BY SHAREHOLDERS THAT ARE CREDIT UNIONS -
TREASURY CASH PORTFOLIO AND GOVERNMENT CASH PORTFOLIO

Treasury Cash Portfolio and Government Cash Portfolio limit their investments to
investments that are legally permissible for Federally chartered credit unions
under applicable provisions of the Federal Credit Union Act (including 12 U.S.C.
Section 1757(7), (8) and (15)) and the applicable rules and regulations of the
National Credit Union Administration (including 12 C.F.R. Part 703, Investment
and Deposit Activities), as such statutes and rules and regulations may be
amended. Portfolios limit their investments to U.S. Government Securities
(including Treasury STRIPS) and Repurchase agreements fully collateralized by
Government Securities. Certain Government Securities owned by a Portfolio may be
mortgage or asset backed, but, no such security will be: (1) a stripped mortgage
backed security ("SMBS"); (2) a collateralized mortgage obligation ("CMO") or
real estate mortgage investment conduit ("REMIC") that does not meet all of the
tests outlined in 12 C.F.R. Section 703.100(e); or 3) a residual interest in a
CMO or REMIC. Each Portfolio also may invest in reverse Repurchase Agreements in
accordance with 12 C.F.R. 703.100(j) to the extent otherwise permitted herein
and in the Prospectus.

INVESTMENTS BY SHAREHOLDERS THAT ARE SAVINGS ASSOCIATIONS - GOVERNMENT CASH
PORTFOLIO

Government Cash Portfolio limits its investments to those legally permissible
for Federally chartered savings associations without limit as to percentage
under applicable provisions of the Home Owners' Loan Act (including 12 U.S.C.
Section 1464) and the applicable rules and regulations of the Office of Thrift
Supervision, as such statutes and rules and regulations may be amended. In
addition, the Portfolio limits its investments to those that are permissible for
an open-end investment company to hold and would permit shares of the investment
company to qualify as liquid assets under 12 C.F.R. Section 566.1(g) and as
short-term liquid assets under 12 C.F.R. Section 566.1(h).

PERFORMANCE DATA AND ADVERTISING

PERFORMANCE DATA

A Fund may quote performance in various ways. All performance information
supplied in advertising, sales literature, shareholder reports or other
materials is historical and is not intended to indicate future returns.

A Fund may compare any of its performance information with:

o Data published by independent evaluators such as Morningstar, Inc.,
Lipper, Inc., iMoneyNet, Inc. (IBC Financial Data, Inc.),
CDA/Wiesenberger or other companies which track the investment
performance of investment companies ("Fund Tracking Companies").

o The performance of other mutual funds.
o The performance of recognized stock, bond and other indices, including
but not limited to U.S. Treasury bonds, bills or notes and changes in
the Consumer Price Index as published by the U.S. Department of
Commerce.

Performance information may be presented numerically or in a table, graph or
similar illustration.

Indices are not used in the management of a Fund but rather are standards by
which the Adviser and shareholders may compare the performance of the Fund to an
unmanaged composite of securities with similar, but not identical,
characteristics as the Fund.

A Fund may refer to: (1) general market performance over past time periods such
as those published by Ibbotson Associates (for instance, its "Stocks, Bonds,
Bills and Inflation Yearbook"); (2) mutual fund performance rankings and other

15
<PAGE>

data published by Fund Tracking Companies; and (3) material and comparative
mutual fund data and ratings reported in independent periodicals, such as
newspapers and financial magazines.

A Funds' performance will fluctuate in response to market conditions and other
factors.

PERFORMANCE CALCULATIONS

A Fund's performance may be quoted in terms of yield or total return. Appendix B
includes certain performance information for each Fund.

SEC YIELD

Yield quotations for a Fund or class will include an annualized historical
yield, carried at least to the nearest hundredth of one percent. Yield
quotations are based on a specific seven-calendar-day period and are calculated
by (1) dividing the net change in the value of the Fund during the seven-day
period having a balance of one share at the beginning of the period by the value
of the account at the beginning of the period and (2) multiplying the quotient
by 365/7. The net change in account value reflects the value of additional
shares purchased with dividends declared and dividends declared on both the
original share and any such additional shares, but would not reflect any
realized gains or losses from the sale of securities or any unrealized
appreciation or depreciation on portfolio securities. In addition, any effective
annualized yield quotation used by a Fund is calculated by compounding the
current yield quotation for such period by adding 1 to the product, raising the
sum to a power equal to 365/7, and subtracting 1 from the result. The
standardized tax equivalent yield is the rate an investor would have to earn
from a fully taxable investment in order to equal a Fund's yield after taxes.
Tax equivalent yields are calculated by dividing a Fund's yield by one minus the
stated Federal or combined Federal and state tax rate. If a portion of a Fund's
yield is tax-exempt, only that portion is adjusted in the calculation.

TOTAL RETURN CALCULATIONS

A Fund's or class's total return shows its overall change in value, assuming
that all of the Fund's or class's distributions are reinvested.

AVERAGE ANNUAL TOTAL RETURN

Average annual total return is calculated using a formula prescribed by the SEC.
To calculate standard average annual total returns, a Fund or a class: (1)
determines the growth or decline in the value of a hypothetical historical
investment in the Fund or class over a stated period and (2) calculates the
annually compounded percentage rate that would have produced the same result if
the rate of growth or decline in value had been constant over the period. For
example, a cumulative return of 100% over ten years would produce an average
annual total return of 7.18%. While average annual returns are a convenient
means of comparing investment alternatives, investors should realize that
performance is not constant over time but changes from year to year, and that
average annual returns represent averaged figures as opposed to the actual
year-to-year performance of a Fund or class.

Average annual total return is calculated according to the following formula:

P(1+T)n = ERV

Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value: ERV is the value,
at the end of the applicable period, of a
hypothetical $1,000 payment made at the
beginning of the applicable period

Because average annual returns tend to smooth out variations in a Fund's or
class's returns, shareholders should recognize that they are not the same as
actual year-by-year results.

16
<PAGE>

OTHER MEASURES OF TOTAL RETURN

Standardized total return quotes may be accompanied by non-standardized total
return figures calculated by alternative methods.

A Fund or class may quote unaveraged or cumulative total returns that reflect a
Fund's or class's performance over a stated period of time.

Total returns may be stated in their components of income and capital (including
capital gains and changes in share price) in order to illustrate the
relationship of these factors and their contributions to total return.

Any total return may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments and/or a series of
redemptions over any time period. Total returns may be quoted with or without
taking into consideration a Fund's or class's front-end sales charge or
contingent deferred sales charge (if applicable).

Period total return is calculated according to the following formula:

PT = (ERV/P-1)

Where:
PT = period total return
The other definitions are the same as in average annual total
return above

OTHER MATTERS

A Fund or class may also include various information in its advertising, sales
literature, shareholder reports or other materials including, but not limited
to: (1) portfolio holdings and portfolio allocation as of certain dates, such as
portfolio diversification by instrument type, by instrument, by location of
issuer or by maturity; (2) statements or illustrations relating to the
appropriateness of types of securities and/or mutual funds that may be employed
by an investor to meet specific financial goals, such as funding retirement,
paying for children's education and financially supporting aging parents; (3)
information (including charts and illustrations) showing the effects of
compounding interest (compounding is the process of earning interest on
principal plus interest that was earned earlier; interest can be compounded at
different intervals, such as annually, quarterly or daily); (4) information
relating to inflation and its effects on the dollar; (for example, after ten
years the purchasing power of $25,000 would shrink to $16,621, $14,968, $13,465
and $12,100, respectively, if the annual rates of inflation were 4%, 5%, 6% and
7%, respectively); (5) biographical descriptions of a Portfolio's portfolio
managers and the portfolio management staff of a Portfolio's Adviser, summaries
of the views of the portfolio managers with respect to the financial markets, or
descriptions of the nature of the Adviser's and its staff's management
techniques; (6) the results of a hypothetical investment in a Fund or class over
a given number of years, including the amount that the investment would be at
the end of the period; (7) the effects of investing in a tax-deferred account,
such as an individual retirement account or Section 401(k) pension plan; (8) the
net asset value, net assets or number of shareholders of a Fund or class as of
one or more dates; and (9) a comparison of a Fund's or class's operations to the
operations of other funds or similar investment products, such as a comparison
of the nature and scope of regulation of the products and the products' weighted
average maturity, liquidity, investment policies, and the manner of calculating
and reporting performance.

In connection with its advertisements, a Fund or class may provide "shareholder
letters" that provide shareholders or investors with an introduction to the
Fund's, the Trust's or any of the Trust's service provider's policies or
business practices.

17
<PAGE>

MANAGEMENT

TRUSTEES AND OFFICERS OF THE TRUST

The names of the Trustees and officers of the Trust, their position with the
Trust, address, date of birth and principal occupations during the past five
years are set forth below. Each Trustee who is an "interested person" (as
defined by the 1940 Act) of the Trust is indicated by an asterisk (*).

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

NAME, POSITION WITH THE TRUST, PRINCIPAL OCCUPATION(S) DURING
DATE OF BIRTH AND ADDRESS PAST 5 YEARS

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

John Y. Keffer*, Chairman and President Member and Director, Forum Financial Group, LLC (a mutual fund
Born: July 15, 1942 services and holding company)
Two Portland Square Director, Forum Fund Services, LLC (Trust's underwriter)
Portland, ME 04101 Officer of six other investment companies for which Forum Financial
Group, LLC provides services

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

Costas Azariadas, Trustee Professor of Economics, University of California - Los Angeles
Born: February 15, 1943 Visiting Professor of Economics, Athens University of Economics and
Department of Economics Business 1998 - 1999
University of California Trustee of one other investment company for which Forum Financial
Los Angeles, CA 90024 Group, LLC provides services

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

James C. Cheng, Trustee President, Technology Marketing Associates
Born: July 26, 1942 (marketing company for small and medium size businesses in New
27 Temple Street England)
Belmont, MA 02718 Trustee of one other investment company for which Forum Financial
Group, LLC provides services

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

J. Michael Parish, Trustee Partner, Thelen Reid & Priest LLP (law firm) since 1995
Born: November 9, 1943 Partner, Winthrop, Stimson, Putnam & Roberts (law firm) 1989 - 1995
40 West 57th Street Trustee of one other investment company for which Forum Financial
New York, NY 10019 Group, LLC provides services

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

Stephen J. Barret, Vice President Manager of Client Services and Senior Relationship Manager, Forum
Born: November 14, 1965 Financial Group, LLC since 1996
Two Portland Square Senior Product Manager, Fidelity Investments, 1994-1996
Portland, ME 04101 Officer of foru other investment companies for which Forum
Financial Group, LLC provides services

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

David I. Goldstein, Vice President Counsel and General Counsel, Forum Financial Group LLC
Born: August 3, 1961 Officer of five other investment companies for which Forum Financial
Two Portland Square Group, LLC provides services
Portland, ME 04101

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

Ronald H. Hirsch, Treasurer Managing Director, Operations/Finance and Operations/Sales, Forum
Born: August 3, 1961 Financial Group, LLC since 1999
Two Portland Square Member of the Board - Citibank Germany 1991 - 1998
Portland, ME 04101 Officer of sixe other investment companies for which Forum Financial
Group, LLC provides services

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

Leslie K. Klenk, Secretary Assistant Counsel and Counsel, Forum Financial Group, LLC since 1998
Born: August 24, 1964 Associate General Counsel, Smith Barney Inc.
Two Portland Square (brokerage firm) 1993 - 1998
Portland, ME 04101 Officer of one other investment company for which Forum Financial
Group, LLC provides services

- -------------------------------------------- -----------------------------------------------------------------------
</TABLE>

18
<PAGE>

COMPENSATION OF TRUSTEES AND OFFICERS

Effective February 7, 2000, each Trustee of the Trust will be paid a quarterly
retainer fee of $1,750 for his service to the Trust. In addition, each Trustee
will be paid a fee of $500 for each Board meeting attended (whether in person or
by electronic communication). Trustees are also reimbursed for travel and
related expenses incurred in attending Board meetings. Mr. Keffer receives no
compensation (other than reimbursement for travel and related expenses) for his
service as Trustee of the Trust. No officer of the Trust is compensated by the
Trust but officers are reimbursed for travel and related expenses incurred in
attending Board meetings held outside of Portland, Maine.

The following table sets forth the fees paid to each Trustee by the Trust and
the Fund Complex that includes all series of Forum Funds and another investment
company for which Forum Financial Group, LLC provides services for the fiscal
year ended August 31, 1999.

TOTAL COMPENSATION FROM

COMPENSATION TRUST AND
TRUSTEE FROM TRUST FUND COMPLEX
John Y. Keffer $0 $0
Costas Azariadis $9,500 $13,000
James C. Cheng $9,500 $14,500
J. Michael Parish $9,500 $14,500

TRUSTEES AND OFFICERS OF CORE TRUST

The names of the Trustees and officers of Core Trust, their positions with Core
Trust, address, date of birth and principal occupations during the past five
years are set forth below. Each Trustee who is an "interested person" (as
defined by the 1940 Act) of Core Trust is indicated by an asterisk (*). The Core
Trust Board supervises the Portfolios' activities, monitors its contractual
arrangements with various service providers and decides upon matters of general
policy.

<TABLE>
<S> <C>
NAME, POSITION WITH THE TRUST, PRINCIPAL OCCUPATION(S) DURING
AGE AND ADDRESS PAST 5 YEARS
- --------------------------------------------------- ----------------------------------------------------------------
John Y. Keffer*,Chairman and President
- --------------------------------------------------- ----------------------------------------------------------------
Costas Azariadas, Trustee
- --------------------------------------------------- ----------------------------------------------------------------
James C. Cheng, Trustee
- --------------------------------------------------- ----------------------------------------------------------------
J. Michael Parish, Trustee
- --------------------------------------------------- ----------------------------------------------------------------
David I. Goldstein, Vice President
- --------------------------------------------------- ----------------------------------------------------------------

Ronald H. Hirsch, Treasurer

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

Don L. Evans, Secretary Assistant Counsel and Counsel, Forum Financial Group, since
Born: August 12, 1948 1995
Two Portland Square Associate, Weiner & Strother (law firm), 1994 - 1995
Portland, Maine 04101 Officer of two other investment companies for which Forum
Financial Group, LLC provides services

- --------------------------------------------------- ----------------------------------------------------------------
</TABLE>

INVESTMENT ADVISER

SERVICES

Forum Investment Advisors, LLC serves as the investment Adviser to each
Portfolio pursuant to an investment advisory agreement with Core Trust. Under
its agreement, the Adviser furnishes, at its own expense, all services,
facilities and personnel necessary in connection with managing a Portfolio's
investments and effecting portfolio transactions for the Portfolio. Anthony R.
Fischer, Jr., has been the portfolio manager responsible for the day to day
management of each Portfolio since its inception. Mr. Fischer has over 25 years
of experience in the money market industry.

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<PAGE>

FEES

The Adviser's fees are calculated as a percentage of the Portfolio's average net
assets.

Table 1 in Appendix C shows the dollar amount payable by each Portfolio to the
Adviser, the amount of fees waived by the Adviser, and the actual fee paid by
each Portfolio. The information is for the past three fiscal years.

OTHER

The Adviser's agreement with respect to a portfolio must be approved at least
annually by the Core Trust Board or by majority vote of the interestholders of a
Portfolio , and in either case by a majority of the Core Trust Trustees who are
not parties to the agreement or interested persons of any such party
("Disinterested Trustees").

The agreement is terminable with respect to each Portfolio without penalty by
Core Trust Board on 60 days' written notice when authorized either by vote of
the Portfolio interestholders, shareholders or by a majority vote of the Core
Trust Board, or by the Adviser on 90 days' written notice to Core Trust. The
Agreement terminates immediately upon assignment.

Under the agreement, the Adviser is not liable for any action or inaction in the
absence of bad faith, willful misconduct or gross negligence in the performance
of its duties.

DISTRIBUTOR

SERVICES

Forum Financial Services, LLC serves as the distributor (also known as principal
underwriter) of each Fund's shares pursuant to a distribution agreement with the
Trust. FFS is located at Two Portland Square, Portland, Maine 04101, is a
registered broker-dealer and is a member of the National Association of
Securities Dealers, Inc.

Under its agreement with the Trust, FFS acts as the representative of the Trust
in connection with the offering of a Fund's shares. FFS continually distributes
shares of each Fund on a best effort basis. FFS has no obligation to sell any
specific quantity of Fund shares.

FFS may enter into arrangements with various financial institutions through
which you may purchase or redeem shares. FFS may, at its own expense and from
its own resources, compensate certain persons who provide services in connection
with the sale or expected sale of Fund shares.

FFS may enter into agreements with selected broker-dealers, banks or other
financial institutions for distribution of Fund shares. These financial
institutions may charge a fee for their services and may receive shareholders
service fees even though Fund shares are sold with sales charges or distribution
fees. These financial institutions may otherwise act as processing agents and
will be responsible for promptly transmitting purchase, redemption and other
requests to each Fund.

FEES

FFS does not receive a fee for any distribution services performed under the
Distribution Agreement.

OTHER

FFS's agreement with respect to a Fund must be approved at least annually by the
Board or by majority vote of the shareholders of that Fund, and in either case
by a majority of the Disinterested Trustees.

FFS's agreement is terminable without penalty by the Trust with respect to a
Fund on 60 days' written notice when authorized either by vote of the Fund's
shareholders or by a majority vote of the Board, or by FFS on 60 days' written
notice to the Trust.

20
<PAGE>

Under the Agreement, FFS is not liable for any action or inaction in the absence
of gross negligence in the performance of its duties.

Under the agreement, FFS and certain related parties (such as FFS's officers and
persons that control FFS) are indemnified by the Trust against all claims and
expenses in any way related to alleged untrue statements of material fact
contained in the Trust's Registration Statement or any alleged omission of a
material fact required to be stated in the Registration Statement to make
statements contained therein not misleading. The Trust, however, will not
indemnify FFS for any such misstatements or omissions if they were made in
reliance upon information provided in writing by FFS in connection with the
preparation of the Registration Statement.

DISTRIBUTION PLAN - INVESTOR SHARE CLASS

In accordance with Rule 12b-1 under the 1940 Act, the Trust has adopted a
distribution plan (the "Plan") for each Fund or Investor Class which provides
for payment to FFS of a Rule 12b-1 fee at the annual rate of up to 0.50% of the
average daily net assets of the Investor Class of each Fund (except Daily Assets
Government Fund) as compensation for FFS' services as distributor. Under the
Plan, FFS receives a fee as an annual rate of 0.15% of the average daily net
assets of the Investor Shares of Daily Assets Government Fund as compensation
for its services under the Plan. The Board's approval of the Plan was contingent
on the Trust limiting any payments under the Plan to 0.30% of the average daily
net assets of the Investor Share Class of each Fund (except Daily Assets
Government Fund) without further Board approval.

The Plan provides that FFS may incur expenses for activities including, but not
limited to, (1) expenses of sales employees or agents of the Distributor,
including salary, commissions, travel and related expense for services in
connection with the distribution of shares; (2) payments to broker-dealers and
financial institutions for services in connection with the distribution of
shares, including fees calculated with reference to the average daily net asset
value of shares held by shareholders who have a brokerage or other service
relationship with the broker-dealer of institution receiving such fees; (3)
costs of printing prospectuses and other materials to be given or sent to
prospective investors; and (4) the costs of preparing, printing and distributing
sales literature and advertising materials used by FFS or others in connection
with the offering of Investor Class shares for sale to the public.

The Plan provides that all written agreements relating to the Plan must be
approved by the Board, including a majority of the Trustees who are not
interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or in any agreement related to the Plan
("Qualified Trustees"). In addition, the Plan (as well as the Distribution
Agreement) requires the Trust and Forum to prepare and submit to the Board, at
least quarterly, and the Board to review, written reports setting forth all
amounts expended under the Plan and identifying the activities for which those
expenditures were made. The Plan obligates each Fund to compensate FFS for its
services and not to reimburse it for expenses incurred.

The Plan provides that it will remain in effect for one year from the date of
its adoption and thereafter shall continue in effect provided it is approved at
least annually by the shareholders or by the Board, including a majority of the
Qualified Trustees. The Plan further provides that it may not be amended to
materially increase the costs which the Trust bears for distribution pursuant to
the Plan without shareholder approval and that other material amendments of the
Plan must be approved by the Qualified Trustees. The Plan may be terminated at
any time by the Board, by a majority of the Qualified Trustees or by a Fund's
Investor Class shareholders.

Table 2 in Appendix C shows the dollar amount of fees payable under the Plan
with respect to each Fund. This information is provided for the past three years
(or shorter period depending on a Fund's commencement of operations).

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OTHER FUND SERVICE PROVIDERS

ADMINISTRATOR - THE TRUST

Forum Administrative Services, LLC serves as administrator pursuant to an
administration agreement with the Trust. Under its agreement, FAdS is
responsible for supervising the overall management of the Trust, providing the
Trust with general office facilities and providing persons satisfactory to the
Board to serve as officers of the Trust.

For its services, FAdS receives a fee from each Fund at an annual rate of 0.05%
of the average daily net assets of each Fund.

The agreement must be approved at least annually by the Board or by majority
vote of the shareholders, and in either case by a majority of the Disinterested
Trustees. The Administration Agreement is terminable without penalty by the
Trust or by FAdS with respect to a Fund on 60 days' written notice.

Under the Administration Agreement, FAdS is not liable for any action or
inaction in the absence of bad faith, willful misconduct or gross negligence in
the performance of its duties. Under the Administration Agreement, FAdS and
certain related parties (such as FAdS's officers and persons who control FAdS)
are indemnified by the Trust against any and all claims and expenses related to
FAdS's actions or omissions that are consistent with FAdS's contractual standard
of care.

ADMINISTRATOR - CORE TRUST

FAdS also manages all aspects of Core Trust's operations with respect to each
Portfolio. With respect to each Portfolio, FAdS has entered into an
administration agreement ("Core Administration Agreement") that will continue in
effect only if such continuance is specifically approved at least annually by
the Core Trust Board or by the interestholders and, in either case, by a
majority of the Disinterested Trustees. Under the Core Administration Agreement,
FAdS performs services for each Portfolio similar to those provided to each
Fund.

The Core Administration Agreement provides that FAdS shall not be liable to Core
Trust (or any of Core Trust's interestholders) for any action or inaction of
FAdS relating to any event whatsoever in the absence of bad faith, willful
misfeasance or gross negligence in the performance of FAdS' duties or
obligations under the agreement or by reason of FAdS' reckless disregard of its
duties and obligations under this agreement. The Core Administration agreement
is terminable with respect to a Portfolio at any time, without penalty by the
Core Trust Board or FadS on 60 days' written notice to FAdS.

Table 3 in Appendix C shows the dollar amount of the fees payable by each Fund
to FAdS, the amount of the fee waived by FAdS, and the actual fees received by
FAdS. The table provides similar information for each Portfolio. The information
is for the past three fiscal years (or shorter period depending on a Fund's
commencement of operations).

FUND ACCOUNTANT - THE TRUST

Forum Accounting Services, LLC serves as fund accountant, pursuant to an
accounting agreement with the Trust. Under its agreement, FAcS provides fund
accounting services to each Fund. These services include calculating the NAV of
each Fund and preparing the Fund's financial statements and tax returns.

For its services, FAcS receives a fee from each Fund at an annual rate of
$36,000 plus $2,200 for the preparation of tax returns and certain surcharges
based upon the number and type of the Fund's portfolio transactions and
positions. The fee is accrued daily by each Fund and is paid monthly based on
the transactions and positions for the previous month.

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The agreement must be approved at least annually by the Board or by majority
vote of the shareholders, and in either case by a majority of the Disinterested
Trustees. The Accounting Agreement is terminable without penalty by the Trust or
by FAcS with respect to a Fund on 60 days' written notice.

Under the agreement, FAcS is not liable to the Trust or any of the Trust's
shareholders for any action or inaction in the absence of bad faith, willful
misconduct or gross negligence in the performance of its duties. Under the
agreement, FAcS and certain related parties (such as FAcS's officers and persons
who control FAcS) are indemnified by the Trust against any and all claims and
expenses related to FAcS's actions or omissions that are consistent with FAcS's
contractual standard of care.

Under the agreement, in calculating a Fund's NAV, FAcS is deemed not to have
committed an error if the NAV it calculates is within 1/10 of 1% of the actual
NAV (after recalculation). The agreement also provides that FAcS will not be
liable to a shareholder for any loss incurred due to an NAV difference if such
difference is less than or equal 1/2 of 1% or less than or equal to $10. In
addition, FAcS is not liable for the errors of others, including the companies
that supply securities prices to FAcS and the Funds.

FUND ACCOUNTANT - CORE TRUST

FAcS performs similar services for each Portfolio pursuant to a portfolio and
unitholder accounting agreement ("Core Accounting Agreement"). The Core
Accounting Agreement must be approved annually by the Board. The Core Accounting
Agreement may be terminated with respect to a Portfolio without penalty by the
Core Trust Board or FAcS on 60 days' written notice to the Trust. FAcS is
required to use its best judgment and efforts in rendering fund accounting
services and is not liable to Core Trust for any action or inaction in the
absence of bad faith, willful misconduct or gross negligence.

Table 4 in Appendix C shows the dollar amount of the fees payable by each Fund
to FAcS, the amount of the fee waived by FAcS, and the actual fees received by
FAcS. The table also includes similar information for each Portfolio. The
information is for the past three fiscal years (or shorter period depending on a
Fund's or Portfolio's commencement of operations).

TRANSFER AGENT

Forum Shareholder Services, LLC serves as transfer agent and distribution paying
agent pursuant to a transfer agency agreement with the Trust. Under its
agreement, FSS maintains an account for each shareholder of record of a Fund and
is responsible for processing purchase and redemption requests and paying
distributions to shareholders of record. FSS is located at Two Portland Square,
Portland, Maine 04101 and is registered as a transfer agent with the SEC.

For its services, FSS receives, with respect to each Fund, 0.25% of the average
daily net assets of the Fund, an annual fee of $12,000 and $18 per shareholder
account. The fee is accrued daily by each Fund and is paid monthly based on the
average net assets for the previous month.

The agreement must be approved at least annually by the Board or by majority
vote of the shareholders, and in either case by a majority of the Disinterested
Trustees. The agreement is terminable without penalty by the Trust or by FSS
with respect to a Fund on 60 days' written notice.

Under the agreement, FSS is not liable for any act in the performance of its
duties to a Fund, except for willful misfeasance, bad faith or gross negligence
in the performance of its duties under the agreement. Under the agreement, FSS
and certain related parties (such as FSS's officers and persons who control FSS)
are indemnified by the Trust against any and all claims and expenses related to
FSS's actions or omissions that are consistent with the FSS's contractual
standard of care.

Table 5 in Appendix C shows the dollar amount of the fees payable by each Fund
to FSS, the amount of the fee waived by FSS, and the actual fees received by
FSS. The information is for the past three fiscal years (or shorter period
depending on a Fund's commencement of operations.).

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SHAREHOLDER SERVICE PLAN AND AGREEMENTS

The Trust has adopted a shareholder service plan ("Shareholder Service Plan")
with respect to the Institutional Service Class and the Investor Class of each
Fund. Under the Shareholder Service Plan, the Trust may pay FAdS a shareholder
servicing fee at an annual rate of 0.25% of the average daily net assets of each
Institutional Service Class and Investor Class. FAdS may pay any or all amounts
of these payments to various institutions that provide shareholder servicing to
their customers holding Institutional Services Shares or Investor Shares. The
Shareholder Service Plan became effective on December 5, 1997 for the
Institutional Service Class of each Fund then in operation.

Any material amendment to the Shareholder Service Plan must be approved by a
majority of the Disinterested Trustees. The Plan may be terminated without
penalty at any time by a vote of a majority of the Disinterested Trustees.

FAdS may enter into shareholder servicing agreements with various shareholder
servicing agents pursuant to which those agents, as agent for their customers,
may agree among other things to: (1) answer shareholder inquiries regarding the
manner in which purchases, exchanges and redemptions of shares of a Fund may be
effected and other matters pertaining to the Trust's services; (2) provide
necessary personnel and facilities to establish and maintain shareholder
accounts and records; (3) assist shareholders in arranging for processing
purchase, exchange and redemption transactions; (4) arrange for the wiring of
funds; (5) guarantee shareholder signatures in connection with redemption orders
and transfers and changes in shareholder-designated accounts; (6) integrate
periodic statements with other shareholder transactions; and (7) provide such
other related services as the shareholder may request.

Table 6 in Appendix C shows the dollar amount of fees paid under the Shareholder
Service Plan with respect to Institutional Service Shares and Investor Shares of
each Fund. This information is for the past three fiscal years (or shorter
period depending on a Class's commencement of operations).

CUSTODIAN

As custodian, pursuant to an agreement with Core Trust, Union Bank of
California, N.A. safeguards and controls each Portfolio's' cash and securities,
determines income and collects interest on Portfolio investments. The Custodian
may employ subcustodians to provide custody of a Portfolio's domestic and
foreign assets. The Custodian is located at 445 South Figueroa Street, 5th
Floor, Los Angeles, California 90007.

For its services, the Custodian receives an annualized percentage of the total
average daily net assets of the Portfolios. Each Portfolio also pays an annual
domestic custody fee as well as certain other transaction fees. Each Portfolio
accrues its custodial fees daily and these fees are paid monthly based on
average net assets and transactions for the previous month.

LEGAL COUNSEL

Seward & Kissel LLP, 1200 G Street, N.W., Washington, D.C. 20005 passes upon
legal matters in connection with the issuance of shares of the Trust.

INDEPENDENT AUDITORS

KPMG, LLP, 99 High Street, Boston, MA 02110, is the independent auditor of each
Fund and Portfolio. The auditor audits the annual financial statements of each
Fund and Portfolio. The auditor also reviews the tax returns and certain
regulatory filings of each Fund and Portfolio.

PORTFOLIO TRANSACTIONS

Each Fund invests substantially all of its assets in its corresponding Portfolio
and not directly in portfolio securities. Therefore, a Fund does not engage in
Portfolio transactions.

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Purchases and sales of portfolio securities for each Portfolio usually are
principal transactions. Portfolio securities are normally purchased directly
from the issuer or from an underwriter or market maker for the securities.
Purchases from underwriters include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers serving as market makers
include the spread between the bid and asked price. There are usually no
brokerage commissions paid for any purchases. Core Trust does not anticipate
that a Portfolio will pay brokerage commissions. In the event, however, that a
Portfolio does pay brokerage commissions or other transaction-related
compensation, the payments may be made to broker-dealers who pay expenses of the
Portfolio that the Portfolio would otherwise be obligated to pay itself. All
transactions for which a Portfolio must pay transaction-related compensation
will be effected at the best price and execution available, taking into account
the amount of any payments made on behalf of the Portfolio by the broker-dealer
effecting the transaction.

Allocations of transactions to dealers and the frequency of transactions are
determined for each Portfolio by the Adviser in its best judgment and in a
manner deemed to be in the best interest of interestholders of that Portfolio
rather than by any formula. The primary consideration is prompt execution of
orders in an effective manner and at the most favorable price available. The
Adviser monitors the creditworthiness of counterparties to a Portfolio's
transactions and intends to enter into a transaction only when it believes that
the counterparty presents minimal and appropriate credit risks. No portfolio
transactions are executed with FIA or any of its affiliates.

No Portfolio paid brokerage commissions during fiscal years ended August 31,
1997, 1998 and 1999.

OTHER ACCOUNTS OF THE ADVISER

Investment decisions for a Portfolio are made independently from those of any
other account or investment company that is or may in the future become advised
by the Adviser or its affiliates. Investment decisions are the product of many
factors, including suitability for the particular client involved. Thus, a
particular security may be bought or sold for certain clients even though it
could have been bought or sold for other clients at the same time. Likewise, a
particular security may be bought for one or more clients when one or more
clients are selling the security. In some instances, one client may sell a
particular security to another client. In addition, two or more clients may
simultaneously purchase or sell the same security, in which event, each day's
transactions in such security are, insofar as is possible, averaged as to price
and allocated between such clients in a manner which, in the Adviser's opinion,
is equitable to each and in accordance with the amount being purchased or sold
by each. There may be circumstances when purchases or sales of a portfolio
security for one client could have an adverse effect on another client that has
a position in that security. When purchases or sales of the same security for a
Portfolio and other client accounts managed by the Adviser occurs
contemporaneously, the purchase or sale orders may be aggregated in order to
obtain any price advantages available to large denomination purchases or sales.

SECURITIES OF REGULAR BROKER-DEALERS

As of August 31, 1999, each Portfolio maintained investments in dealers (or
their parent companies) with whom it conducted portfolio transactions. Table 7
of Appendix C provides details of these investments.

PURCHASE AND REDEMPTION INFORMATION

GENERAL INFORMATION

Shareholders of record may purchase or redeem shares or request any shareholder
privilege in person at the offices of FSS located at Two Portland Square,
Portland, Maine 04101.

A Fund accepts orders for the purchase or redemption of shares on each weekday
except on Federal holidays and other days that the Federal Reserve Bank of San
Francisco is closed ("Fund Business Days"). A Fund cannot accept orders that
request a particular day or price for the transaction or any other special
conditions.

Not all classes or funds of the Trust may be available for sale in the sate in
which you reside. Please check with your investment professional to determine a
class or fund's availability.

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ADDITIONAL PURCHASE INFORMATION

Shares of each Fund are sold on a continuous basis by the distributor.

Each Fund reserves the right to refuse any purchase request. There is currently
no limit on exchanges, but each Fund reserves the right to limit exchanges.

Fund shares are normally issued for cash only. At the Adviser's discretion,
however, a Fund may accept portfolio securities that meet the investment
objective and policies of a Fund as payment for Fund shares. A Fund will only
accept securities that: (1) are not restricted as to transfer by law and are not
illiquid; and (2) have a value that is readily ascertainable (and not
established only by valuation procedures).

IRAS

All contributions into an IRA through systematic investments are treated as IRA
contributions made during the year the investment is received.

Each Fund, except Daily Assets Municipal Fund, may be a suitable investment
vehicle for part or all of the assets held in Traditional or Roth Individual
Retirement Accounts (collectively, "IRAs"). Call the Funds at 1-800-94FORUM to
obtain an IRA account application. Generally, all contributions and investment
earnings in an IRA will be tax-deferred until withdrawn. If certain requirements
are met, investment earnings held in a Roth IRA will not be taxed even when
withdrawn. You may contribute up to $2,000 annually to an IRA. Only
contributions to Traditional IRAs are tax-deductible (subject to certain
requirements). However, that deduction may be reduced if you or your spouse is
an active participant in an employer-sponsored retirement plan and you have
adjusted gross income above certain levels. Your ability to contribute to a Roth
IRA also may be restricted if you or, if you are married, you and your spouse
have adjusted gross income above certain levels.

Your employer may also contribute to your IRA as part of a Savings Incentive
Match Plan for Employees, or "SIMPLE plan," established after December 31, 1996.
Under a SIMPLE plan, you may contribute up to $6,000 annually to your IRA, and
your employer must generally match such contributions up to 3% of your annual
salary. Alternatively, your employer may elect to contribute to your IRA 2% of
the lesser of your earned income or $160,000.

This information on IRAs is based on regulations in effect as of January 1, 1998
and summarizes only some of the important federal tax considerations affecting
IRA contributions. These comments are not meant to be a substitute for tax
planning. Consult your tax advisors about your specific tax situation.

UGMAS/UTMAS

These custodial accounts provide a way to give money to a child and obtain tax
benefits. Depending on state laws, you can set up a custodial account under the
UGMA or the UTMA. If the custodian's name is not in the account registration of
a gift or transfer to minor ("UGMA/UTMA") account, the custodian must sign
instructions in a manner indicating custodial capacity.

PURCHASES THROUGH FINANCIAL INSTITUTIONS

You may purchase and redeem shares through certain broker-dealers, banks and
other financial institutions. Financial institutions may charge their customers
a fee for their services and are responsible for promptly transmitting purchase,
redemption and other requests to a Fund.

If you purchase shares through a financial institution, you will be subject to
the institution's procedures, which may include charges, limitations, investment
minimums, cutoff times and restrictions in addition to, or different from, those
applicable when you invest in a Fund directly. When you purchase a Fund's shares
through a financial institution, you may or may not be the shareholder of record
and, subject to your institution's procedures, you may have Fund shares
transferred into your name. There is typically a three-day settlement period for
purchases and redemptions through broker-dealers. Certain financial institutions
may also enter purchase orders with payment to follow.

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You may not be eligible for certain shareholder services when you purchase
shares through a financial institution. Contact your institution for further
information. If you hold shares through a financial institution, a Fund may
confirm purchases and redemptions to the financial institution, which will
provide you with confirmations and periodic statements. A Fund is not
responsible for the failure of any financial institution to carry out its
obligations.

In offering or redeeming Fund shares, some shareholder servicing agents also may
impose certain conditions on their customers, subject to the terms of the Funds'
Prospectus, in addition to or different from those imposed by the Trust, such as
requiring a minimum initial investment or by charging their customers a direct
fee for their services. Some shareholder servicing agents may also act and
receive compensation for acting as custodian, investment manager, nominee, agent
or fiduciary for its customers or clients who are shareholders of the Funds with
respect to assets invested in the Funds. These shareholder servicing agents may
elect to credit against the fees payable to it by its clients or customers all
or a portion of any fee received from the Trust with respect to assets of those
customers or clients invested in the Funds.

Investors purchasing shares of the Funds through a financial institution should
read any materials and information provided by the financial institution to
acquaint themselves with its procedures and any fees that the institution may
charge.

SIGNATURE GUARANTEES

For requests made in writing, a signature guarantee is required for any of the
following:

o Sales of over $50,000 worth of shares
o Changes to a shareholder's record name
o Redemptions from an account for which the address or account
registration has changed within the last 30 days
o Sending redemption proceeds to any person, address, brokerage firm or
bank account not on record
o Sending redemption proceeds to an account with a different
registration (name or ownership) from yours
o Changes to systematic investment or withdrawal, distribution,
telephone redemption or exchange option or any other election in
connection with your account

LOST ACCOUNTS

FSS will consider your account lost if correspondence to your address of record
is returned as undeliverable, unless FSS determines your new address. When an
account is lost, all distributions on the account will be reinvested in
additional Fund shares. In addition, the amount of any outstanding (unpaid for
six months or more) checks for distributions that have been returned to FSS will
be reinvested and the checks will be cancelled.

ADDITIONAL REDEMPTION INFORMATION

A Fund may redeem shares involuntarily to reimburse the Fund for any loss
sustained by reason of the failure of a shareholder to make full payment for
shares purchased by the shareholder or to collect any charge relating to
transactions effected for the benefit of a shareholder which is applicable to a
Fund's shares as provided in the Prospectus or herein.

A delay may occur in cases of very large redemptions, excessive trading or
during unusual market conditions. Normally, redemption proceeds are paid
immediately following receipt of a redemption order in proper form. In any
event, you will be paid within 7 days, unless: (1) your bank has not cleared the
check to purchase the shares (which may take up to 15 days); (2) the Federal
Reserve Bank of San Francisco is closed for any reason other than normal weekend
or holiday closings; (3) there is an emergency in which it is not practical for
the Fund to sell its portfolio securities or for the Fund to determine its net
asset value; or (4) the SEC deems it inappropriate for redemption proceeds to be
paid. You can avoid the delay of waiting for your bank to clear your check by
paying for shares with wire transfers. Unless otherwise indicated, redemption

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proceeds normally are paid by check mailed to your record address.

SUSPENSION OF RIGHT OF REDEMPTION

The right of redemption may not be suspended, except for any period during
which: (1) the New York Stock Exchange is closed (other than customary weekend
and holiday closings) or during which the SEC determines that trading thereon is
restricted; (2) an emergency (as determined by the SEC) exists as a result of
which disposal by a Fund of its securities is not reasonably practicable or as a
result of which it is not reasonably practicable for a Fund fairly to determine
the value of its net assets; or (3) the SEC may by order permit for the
protection of the shareholders of a Fund.

REDEMPTION IN KIND

Redemption proceeds normally are paid in cash. Payments may be made wholly or
partly in portfolio securities, however, if the Core Trust Board determines
conditions exist which would make payment in cash detrimental to the best
interests of a Portfolio or if the amount to be redeemed is large enough to
affect a Portfolio's operations, payment in portfolio securities may be denied.
If redemption proceeds are paid wholly or partly in portfolio securities,
shareholders may incur brokerage costs by converting the securities to cash. The
Trust has filed an election with the SEC pursuant to which a Fund may only
effect a redemption in portfolio securities if the particular shareholder is
redeeming more than $250,000 or 1% of the Fund's total net assets, whichever is
less, during any 90-day period.

DISTRIBUTIONS

Distributions of net investment income will be reinvested at a Fund's NAV as of
the last business day of the period with respect to which the distribution is
paid. Distributions of capital gain will be reinvested at the NAV of a Fund on
the payment date for the distribution. Cash payments may be made more than seven
days following the date on which distributions would otherwise be reinvested.

As described in the Prospectuses, under certain circumstances a Fund may close
early and advance the time by which the Fund must receive a purchase or
redemption order and payments. In this case, if an investor places an order
after the cut-off time, the order will be processed on the follow-up business
day and your access to the Fund would be temporarily limited.

TAXATION

The tax information set forth in the Prospectuses and the information in this
section relates solely to U.S. Federal income tax law and assumes that each Fund
qualifies as a regulated investment company (as discussed below). This
information is only a summary of certain key Federal income tax considerations
affecting each Fund and its shareholders. No attempt has been made to present a
complete explanation of the Federal tax treatment of the Funds or the
implications to shareholders. The discussions here and in the prospectus are not
intended as substitutes for careful tax planning.

The tax-year end of each Fund is August 31 (the same as the Fund's fiscal year
end).

This section is based on the Code and applicable regulations in effect on the
date hereof. Future legislative or administrative changes or court decisions may
significantly change the tax rules applicable to the Funds and their
shareholders. Any of these changes or court decisions may have a retroactive
effect.

The sale or exchange of Fund shares is a taxable transaction for Federal income
tax purposes. All investors should consult their own tax adviser as to the
Federal, state, local and foreign tax provisions applicable to them.

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QUALIFICATION AS A REGULATED INVESTMENT COMPANY

Each Fund intends for each tax year to qualify as a "regulated investment
company" under the Code. This qualification does not involve governmental
supervision of management or investment practices or policies of a Fund.

MEANING OF QUALIFICATION

As a regulated investment company, a Fund will not be subject to Federal income
tax on the portion of its investment company taxable income (that is, taxable
interest, short-term capital gains and other taxable ordinary income, net of
expenses) and net capital gain (that is, the excess of its net long-term capital
gain over its net short-term capital loss) that it distributes to shareholders.
In order to qualify as a regulated investment company a Fund must satisfy the
following requirements:

o The Fund must distribute at least 90% of its investment company
taxable income (and 90% of its tax-exempt interest income, net of
expenses) for the tax year. (Certain distributions made by a Fund
after the close of its tax year are considered distributions
attributable to the previous tax year for purposes of satisfying this
requirement.)

o The Fund must derive at least 90% of its gross income from certain
types of income derived with respect to its business of investing in
securities.

o The Fund must satisfy the following asset diversification test at the
close of each quarter of the Fund's tax year: (1) at least 50% of the
value of the Fund's assets must consist of cash and cash items,
Government Securities, securities of other regulated investment
companies and securities of other issuers and (2) no more than 25% of
the value of the Fund's total assets may be invested in the securities
of any one issuer (other than Government Securities and securities of
other regulated investment companies) or in two or more issuers which
the Fund controls and which are engaged in the same or similar trades
or businesses.

FAILURE TO QUALIFY

If for any tax year a Fund does not qualify as a regulated investment company,
all of its taxable income (including its net capital gain) will be subject to
tax at regular corporate rates without any deduction for dividends to
shareholders, and the distributions will be taxable to the shareholders as
ordinary income to the extent of a Fund's current and accumulated earnings and
profits. A portion of these distributions generally may be eligible for the
dividends-received deduction in the case of corporate shareholders.

Failure to qualify as a regulated investment company would have a negative
impact on a Fund's income and performance. It is possible that a Fund will not
qualify as a regulated investment company in any given tax year.

FUND DISTRIBUTIONS

Each Fund anticipates distributing substantially all of its net investment
income for each tax year.

Each Fund anticipates distributing substantially all of its net capital gain, if
any, for each tax year. These distributions generally are made only once a year,
but a Fund may make additional distributions of net capital gain at any time
during the year. These distributions are taxable to you as long-term capital
gain, regardless of how long you have held shares.

All distributions by a Fund will be treated in the manner described above
regardless of whether the distribution is paid in cash or reinvested in
additional shares of the Fund. If you receive a distribution in the form of
additional shares, it will be treated as receiving a distribution in an amount
equal to the fair market value of the shares received, determined as of the
reinvestment date.

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however, is deemed to be received by you (and made by the Fund) on December 31
of that calendar year even if the distribution is actually paid in January of
the following year.

You will be advised annually as to the U.S. Federal income tax consequences of
distributions made (or deemed made) during the year.

FEDERAL EXCISE TAX

A 4% non-deductible excise tax is imposed on a regulated investment company that
fails to distribute in each calendar year an amount equal to: (1) 98% of its
ordinary taxable income for the calendar year; (2) 98% of its capital gain net
income for the one-year period ended on October 31 of the calendar year; and (3)
any ordinary taxable income or capital gain net income from the preceding
calendar year that was not distributed during that year. Each Fund will be
treated as having distributed any amount on which it is subject to income tax
for any tax year.

For purposes of calculating the excise tax, each Fund reduces its capital gain
net income (but not below its net capital gain) by the amount of any net
ordinary loss for the calendar year.

Each Fund intends to make sufficient distributions of its ordinary taxable
income and capital gain net income prior to the end of each calendar year to
avoid liability for the excise tax. Investors should note, however, that a Fund
might in certain circumstances be required to liquidate portfolio investments to
make sufficient distributions to avoid excise tax liability.

BACKUP WITHHOLDING

A Fund will be required in certain cases to withhold and remit to the U.S.
Treasury 31% of distributions, and the proceeds of redemptions of shares, paid
to any shareholder: (1) who has failed to provide a correct taxpayer
identification number; (2) who is subject to backup withholding by the IRS for
failure to report the receipt of interest or dividend income properly; or (3)
who has failed to certify to a Fund that it is not subject to backup withholding
or that it is a corporation or other "exempt recipient." Backup withholding is
not an additional tax; any amounts so withheld may be credited against a
shareholder's Federal income tax liability or refunded.

FOREIGN SHAREHOLDERS

Taxation of a shareholder who under the Code is a nonresident alien individual,
foreign trust or estate, foreign corporation, or foreign partnership ("foreign
shareholder"), depends on whether the income from a Fund is "effectively
connected" with a U.S. trade or business carried on by the foreign shareholder.

If the income from a Fund is not effectively connected with a U.S. trade or
business carried on by a foreign shareholder, ordinary income distributions paid
to a foreign shareholder will be subject to U.S. withholding tax at the rate of
30% (or lower applicable treaty rate) upon the gross amount of the distribution.
The foreign shareholder generally would be exempt from U.S. federal income tax
on gain realized on the sale of shares of a Fund and distributions of net
capital gain from a Fund.

In the case of a non-corporate foreign shareholder, a Fund may be required to
withhold U.S. Federal income tax at a rate of 31% on distributions that are
otherwise exempt from withholding (or taxable at a reduced treaty rate), unless
the shareholder furnishes the Fund with proper notification of its foreign
status.

The tax consequences to a foreign shareholder entitled to claim the benefits of
an applicable tax treaty may be different from those described herein.

The tax rules of other countries with respect to distributions from a Fund can
differ from the rules from the U.S. Federal income taxation rules described
above. These foreign rules are not discussed herein. Foreign shareholders are
urged to consult their own tax advisers as to the consequences of foreign tax
rules with respect to an investment in a Fund.

30
<PAGE>

STATE AND LOCAL TAXES

The tax rules of the various states of the U.S. and their local jurisdictions
with respect to distributions from a Fund can differ from the U.S. Federal
income taxation rules described above. These state and local rules are not
discussed herein. Shareholders are urged to consult their tax advisers as to the
consequences of state and local tax rules with respect to an investment in a
Fund.

OTHER MATTERS

THE TRUST AND ITS SHAREHOLDERS

GENERAL INFORMATION

The Trust was organized as a business trust under the laws of the State of
Delaware on August 29, 1995. On January 5, 1996 the Trust succeeded to the
assets and liabilities of Forum Funds, Inc. No Fund expects to hold
shareholders' meetings unless required by Federal or Delaware law. Shareholders
of each Fund are entitled to vote at shareholders' meetings unless a matter
relates only to a specific series or class (such as approval of an advisory
agreement for a Fund or a distribution plan). From time to time, large
shareholders may control a class of a Fund, a Fund or the Trust.

The Trust is registered as an open-end, management investment company under the
1940 Act. The Trust offers shares of beneficial interest in its series. As of
the date hereof, the Trust consisted of:

Austin Global Equity Fund Investors Equity Fund
BIA Growth Equity Fund Investors Growth Fund
BIA Small-Cap Growth Fund Investors High Grade Bond Fund
Daily Assets Cash Fund(1) Maine Municipal Bond Fund
Daily Assets Government Fund(1) New Hampshire Bond Fund
Daily Assets Government Obligations Fund(1) Payson Balanced Fund
Daily Assets Municipal Fund(1) Payson Value Fund
Daily Assets Treasury Obligations Fund(1) Polaris Global Value Fund
Equity Index Fund TaxSaver Bond Fund
Investors Bond Fund

(1) The Trust offers shares of beneficial interest in an Institutional,
Institutional Service, and Investor Share of these series. Each class of a
Fund may have a different expense ratio and its expenses will affect each
class' performance.

The Trust has an unlimited number of authorized shares of beneficial interest.
The Board may, without shareholder approval, divide the authorized shares into
an unlimited number of separate series and may divide series into classes of
shares; the costs of doing so will be borne by the Trust.

The Funds are not required to maintain a code of ethics pursuant to Rule 17j-1,
as amended, of the 1940 Act (the "Rule"). However, the Portfolios' investment
adviser and the Funds' distributor have adopted codes of ethics under the Rule;
these codes permit personnel subject to the codes to invest in securities,
including securities that may be purchased or held by the Portfolios.

The Trust and each Fund will continue indefinitely until terminated.

SHAREHOLDER VOTING AND OTHER RIGHTS

Each share of each series of the Trust and each class of shares has equal
distribution, liquidation and voting rights. Fractional shares have these rights
proportionately, except that expenses related to the distribution of the shares
of each class (and certain other expenses such as transfer agency, shareholder
service and administration expenses) are borne solely by those shares. Each
class votes separately with respect to the provisions of any Rule 12b-1 plan
which pertains to the class and other matters for which separate class voting is
appropriate under applicable law. Generally, shares will be voted separately by
individual series except if: (1) the 1940 Act requires shares to be voted in the
aggregate and not by individual series; and (2) when the Trustees determine that
the matter affects more than one series and all affected series must vote. The
Trustees may also determine that a matter only affects certain classes of the
Trust and thus only those classes are entitled to vote on the matter. Delaware
law does not require the Trust to hold annual meetings of shareholders, and it
is anticipated that shareholder meetings will be held only when specifically

31
<PAGE>

required by Federal or state law. There are no conversion or preemptive rights
in connection with shares of the Trust.

All shares, when issued in accordance with the terms of the offering, will be
fully paid and nonassessable.

You are entitled to your pro rata share of all distributions arising from that
series' assets and, upon redeeming shares, will receive the portion of the
series' net assets represented by the redeemed shares.

Shareholders representing 10% or more of the Trust's (or a series) shares may,
as set forth in the Trust Instrument, call meetings of the Trust (or series) for
any purpose related to the Trust (or series), including, in the case of a
meeting of the Trust, the purpose of voting on removal of one or more Trustees.

CERTAIN REORGANIZATION TRANSACTIONS

The Trust or any series may be terminated upon the sale of its assets to, or
merger with, another open-end, management investment company or series thereof,
or upon liquidation and distribution of its assets. Generally such terminations
must be approved by the vote of the holders of a majority of the outstanding
shares of the Trust or a Fund. The Trustees may, without prior shareholder
approval, change the form of organization of the Trust by merger, consolidation
or incorporation. Under the Trust Instrument, the Trustees may, without
shareholder vote, cause the Trust or certain series to merge or consolidate into
one or more trusts, partnerships or corporations or cause the Trust to be
incorporated under Delaware law, so long as the surviving entity is an open-end,
management investment company that will succeed to or assume the Trust's
registration statement.

FUND OWNERSHIP

As of December 1, 1999, the Trustees and officers of the Trust in the aggregate
owned less than 1% of the outstanding Shares of each Fund and class.

Also as of that date, certain shareholders of record owned 5% or more of a Fund
or Class. These shareholders and any shareholder known by a Fund to own
beneficially 5% or more of a Fund are listed in Table 8 in Appendix C.

From time to time, certain shareholders may own a large percentage of the shares
of a Fund or Class. Accordingly, those shareholders may be able to require the
Trust to hold a shareholder meeting to vote on certain issues and may be able to
greatly affect (if not determine) the outcome of a shareholder vote. As of
December 1, 1999, the following persons beneficially or of record owned 25% or
more of the shares of a Fund or Class (or of the Trust) and may be deemed to
control the Fund or the Class (or the Trust). For each person listed that is a
company, the jurisdiction under the laws of which the company is organized (if
applicable) and the company's parents are listed.

CONTROLLING PERSON INFORMATION
<TABLE>
<S> <C> <C> <C> <C>
NAME AND ADDRESS SHARES % OF CLASS % OF FUND
DAILY ASSETS TREASURY Emil Russell 15,443 48.36 0.02
OBLIGATIONS FUND RFD #3 Box 720
Investor Shares Houlton, ME 04730
................................. ..................................... .............. ............... ...............
Forum Financial Group 10,538 33.00 0.01
2 Portland Square
Portland, ME 04101
................................. ..................................... .............. ............... ...............
Institutional Shares Babb & Co 55,555,295 64.98 60.90
c/o Bank of New Hampshire
P.O. Box 477
Concord, NH 03302-0477
..................................... .............. ............... ...............
Allagash & Co 28,879,031 33.78 31.66
c/o Bank of New Hampshire
P.O. Box 477
Concord, NH 03302-0477

32
<PAGE>

................................. ..................................... .............. ............... ...............

NAME AND ADDRESS Shares % OF CLASS % OF FUND

................................. ..................................... .............. ............... ...............
DAILY ASSETS GOVERNMENT FUND Stone & Stone Properties 225,212 27.84 0.64
Investor Shares 2100 E. Tulare Ave
Tulare, CA 93274
................................. ..................................... .............. ............... ...............
Institutional Shares HM Payson & Co 16,600,354 54.70 47.48
Custody Account
P.O. Box 31
Portland, ME 04112
..................................... .............. ............... ...............
HM Payson & Co 13,710,830 45.18 39.22
Trust Account
P.O. Box 31
Portland, ME 04112
................................. ..................................... .............. ............... ...............
DAILY ASSETS GOVERNMENT Forum Financial Group 10,577 99.00 0.02
OBLIGATIONS FUND 2 Portland Square
Investor Shares Portland, ME 04101
................................. ..................................... .............. ............... ...............
Institutional Shares Allagash & Co 18,494,222 56.33 30.92
c/o Bank of New Hampshire
P.O. Box 477
Concord, NH 03302-0477
..................................... .............. ............... ...............
Babb & Co 13,251,181 40.36 22.15
c/o Bank of New Hampshire
P.O. Box 477
Concord, NH 03302-0477
................................. ..................................... .............. ............... ...............
DAILY ASSETS CASH FUND BankBoston IRA FBO 197,072 36.00 0.21
Investor Shares Stanton D. Anderson
General Delivery
Sheridan, ME 04775
..................................... .............. ............... ...............
FirstTrust Co 150,012 27.41 0.16
National City Bank Trust Dept
227 Main Street
Evansville, IN 47708
................................. ..................................... .............. ............... ...............
DAILY ASSETS MUNICIPAL FUND Barry R. Elden 64,582 73.91 0.30
Investor Shares 22 West Chestnut Street
Chicago, IL 60610
................................. ..................................... .............. ............... ...............
Institutional Shares Babb & Co 10,337,722 53.79 48.70
c/o Bank of New Hampshire
P.O. Box 477
Concord, NH 03302-0477
..................................... .............. ............... ...............
FirstTrust Co 6,872,446 35.76 32.38
National City Bank Trust Dept
227 Main Street
Evansville, IN 47708
................................. ..................................... .............. ............... ...............
Institutional Service Shares Amherst Nursing Home 1,148,236 59.91 5.41
150 University Drive
Amherst, MA 01002
</TABLE>

LIMITATIONS ON SHAREHOLDERS' AND TRUSTEES' LIABILITY

Delaware law provides that Fund shareholders are entitled to the same
limitations of personal liability extended to stockholders of private
corporations for profit. The Trust's Trust Instrument (the document that governs
the operation of the Trust) contains an express disclaimer of shareholder
liability for the debts, liabilities, obligations and expenses of the Trust. The
Trust Instrument provides for indemnification out of each Fund's property of any
shareholder or former shareholder held personally liable for the obligations of
the Fund. The Trust Instrument also provides that each Fund shall, upon request,
assume the defense of any claim made against any shareholder for any act or

33
<PAGE>

obligation of the series and satisfy any judgment thereon. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which Delaware law does not apply, no contractual
limitation of liability was in effect, and a Fund is unable to meet its
obligations.

The Trust Instrument provides that the Trustees shall not be liable to any
person other than the Trust and its shareholders. In addition, the Trust
Instrument provides that the Trustees shall not be liable for any conduct
whatsoever. A Trustee is not, however, protected against any liability to which
he would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.

REGISTRATION STATEMENT

This SAI and the Prospectuses do not contain all the information included in the
Trust's registration statement filed with the SEC under the 1933 Act with
respect to the securities offered hereby. The registration statement, including
the exhibits filed therewith, may be examined at the office of the SEC in
Washington, D.C.

Statements contained herein and in the Prospectuses as to the contents of any
contract or other documents are not necessarily complete, and, in each instance,
are qualified by reference to the copy of such contract or other documents filed
as exhibits to the registration statement.

FINANCIAL STATEMENTS

The financial statements of the Funds and their corresponding Portfolios for the
year ended August 31, 1999 which are included in the Funds' Annual Report to
Shareholders are incorporated herein by reference. These financial statements
are the schedules of investments, statement of assets and liabilities,
statements of operations, statements of changes in net assets, financial
highlights, notes and independent auditors' reports.

34
<PAGE>

APPENDIX A - DESCRIPTION OF SECURITIES RATINGS

CORPORATE BONDS

MOODY'S

AAA Bonds that are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure.
While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

AA Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high-grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in
Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present that make
the long-term risk appear somewhat larger than the Aaa securities.

A Bonds that are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors
giving security to principal and interest are considered adequate,
but elements may be present which suggest a susceptibility to
impairment some time in the future.

NOTE Moody's applies numerical modifiers 1, 2, and 3 in each generic
rating classification from Aa through Caa. The modifier 1 indicates
that the obligation ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates a ranking in the lower end of that generic
rating category.

S&P

AAA An obligation rated AAA has the highest rating assigned by Standard
& Poor's. The obligor's capacity to meet its financial commitment
on the obligation is extremely strong.

AA An obligation rated AA differs from the highest-rated obligations
only in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.

A An obligation rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor's
capacity to meet its financial commitment on the obligation is
still strong.

NOTE Plus (+) or minus (-). The ratings from AA to A may be modified by
the addition of a plus or minus sign to show relative standing
within the major rating categories.

The `r' symbol is attached to the ratings of instruments with
significant noncredit risks. It highlights risks to principal or
volatility of expected returns that are not addressed in the credit
rating. Examples include: obligations linked or indexed to
equities, currencies, or commodities; obligations exposed to severe
prepayment risk-such as interest-only or principal-only mortgage
securities; and obligations with unusually risky interest terms,
such as inverse floaters.

DUFF & PHELPS

AAA Highest credit quality. The risk factors are negligible, being
only slightly more than for risk-free U.S. Treasury debt.

AA+ High credit quality. Protection factors are strong. Risk is
AA modest but may vary slightly from time to time because of
economic conditions.

A-1
<PAGE>

FITCH

INVESTMENT GRADE

AAA
Highest credit quality. `AAA' ratings denote the lowest expectation of
credit risk. They are assigned only in case of exceptionally strong
capacity for timely payment of financial commitments. This capacity is
highly unlikely to be adversely affected by foreseeable events.
AA
Very high credit quality. `AA' ratings denote a very low expectation
of credit risk. They indicate very strong capacity for timely payment
of financial commitments. This capacity is not significantly
vulnerable to foreseeable events.
A
High credit quality. `A' ratings denote a low expectation of credit
risk. The capacity for timely payment of financial commitments is
considered strong. This capacity may, nevertheless, be more vulnerable
to changes in circumstances or in economic conditions than is the case
for higher ratings.

SHORT TERM RATINGS

MOODY'S

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

PRIME-2 Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations.
This will normally be evidenced by many of the characteristics
cited above but to a lesser degree. Earnings trends and coverage
ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity
is maintained.

NOT
PRIME Issuers rated Not Prime do not fall within any of the Prime
rating categories.

S&P

A-1 A short-term obligation rated A-1 is rated in the highest
category by Standard & Poor's. The obligor's capacity to meet
its financial commitment on the obligation is strong. Within
this category, certain obligations are designated with a plus
sign (+). This indicates that the obligor's capacity to meet its
financial commitment on these obligations is extremely strong.

A-2 A short-term obligation rated A-2 is somewhat more susceptible
to the adverse effects of changes in circumstances and economic
conditions than obligations in higher rating categories.
However, the obligor's capacity to meet its financial commitment
on the obligation is satisfactory.

A-2
<PAGE>

FITCH

F1 Obligations assigned this rating have the highest capacity for
timely repayment under Fitch IBCA's national rating scale for that
country, relative to other obligations in the same country. This
rating is automatically assigned to all obligations issued or
guaranteed by the sovereign state. Where issues possess a
particularly strong credit feature, a "+" is added to the assigned
rating.

F2 Obligations supported by a strong capacity for timely repayment
relative to other obligors in the same country. However, the
relative degree of risk is slightly higher than for issues
classified as `A1' and capacity for timely repayment may be
susceptible to adverse change sin business, economic, or financial
conditions.

F3 Obligations supported by an adequate capacity for timely repayment
relative to other obligors in the same country. Such capacity is
more susceptible to adverse changes in business, economic, or
financial conditions than for obligations in higher categories.

A-3
<PAGE>

APPENDIX B - PERFORMANCE INFORMATION

For the seven-day period ended August 31, 1999, the annualized yields of each
Class of each Fund were as follows:

<TABLE>
<S> <C> <C>
CURRENT YIELD EFFECTIVE YIELD
DAILY ASSETS TREASURY OBLIGATIONS FUND
Investor Shares 4.19% 4.28%
Institutional Service Shares 4.64% 4.75%
Institutional Shares 4.89% 5.01%
DAILY ASSETS GOVERNMENT FUND
Investor Shares 4.54% 4.65%
Institutional Service Shares 4.84% 4.96%
Institutional Shares 5.09% 5.22%
DAILY ASSETS GOVERNMENT OBLIGATIONS FUND
Investor Shares 4.32% 4.42%
Institutional Service Shares 4.75% 4.87%
Institutional Shares 5.00% 5.13%
DAILY ASSETS CASH FUND
Investor Shares 4.44% 4.53%
Institutional Service Shares 4.89% 5.01%
Institutional Shares 5.14% 5.27%
DAILY ASSETS MUNICIPAL FUND
Investor Shares 2.30% 2.33%
Institutional Service Shares 2.75% 2.79%
Institutional Shares 3.20% 3.25%
</TABLE>

B-1
<PAGE>

APPENDIX C - MISCELLANEOUS TABLES

TABLE 1 - INVESTMENT ADVISORY FEES ($)

The fees payable by the Portfolios under the Investment Advisory Agreement were:
<TABLE>
<S> <C> <C> <C>
CONTRACTUAL FEE FEE WAIVED FEE PAID

TREASURY CASH PORTFOLIO
Year ended August 31, 1999 105,930 0 105,930
Year ended August 31, 1998 55,735 0 55,735
Year ended August 31, 1997 0
GOVERNMENT PORTFOLIO
Year ended August 31, 1999 20,197 0 20,197
Year ended August 31, 1998 23,813 0 23,813
Period ended August 31, 1997 9,064 0 9,064
Year ended March 31, 1997 20,637 0 20,637
GOVERNMENT CASH PORTFOLIO
Year ended August 31, 1999 303,532 0 303,532
Year ended August 31, 1998 238,860 0 238,860
Year ended August 31, 1997 196,857 0 196,857
CASH PORTFOLIO
Year ended August 31, 1999 266,660 0 266,660
Year ended August 31, 1998 158,716 0 158,716
Year ended August 31, 1997 72,872 0 72,872
MUNICIPAL CASH PORTFOLIO

Year ended August 31, 1999 14,330 0 14,330
Year ended August 31, 1998 1,937 0 1,937
Year ended August 31, 1997 -- -- --

C-1
<PAGE>

TABLE 2 - INVESTOR CLASS RULE 12B-1 FEES ($)

The fees payable by the Funds under the Distribution Agreement were:

CONTRACTUAL FEE FEE WAIVED FEE PAID

DAILY ASSETS TREASURY OBLIGATIONS FUND
Year ended August 31, 1999 49 49 0
Year ended August 31, 1998 0 0 0
DAILY ASSETS GOVERNMENT FUND
Year ended August 31, 1999 712 712 0
Period ended August 31, 1998 0 0 0
DAILY ASSETS GOVERNMENT OBLIGATIONS FUND
Year ended August 31, 1999 26 26 0
Year ended August 31, 1998 0 0 0
DAILY ASSETS CASH FUND
Year ended August 31, 1999 640 640 0
Period ended August 31, 1998 0 0 0
DAILY ASSETS MUNICIPAL FUND
Year ended August 31, 1999 139 139 0
Year ended August 31, 1998 0 0 0

C-2
<PAGE>

TABLE 3 - ADMINISTRATION FEES ($)

The fees payable by the Funds under the Administration Agreement were:

CONTRACTUAL FEE FEE WAIVED FEE PAID
DAILY ASSETS TREASURY OBLIGATIONS FUND
Year ended August 31, 1999 52,465 52,465 0
Year ended August 31, 1998 24,549 24,549 0
Year ended August 31, 1997 -- -- --
DAILY ASSETS GOVERNMENT FUND
Year ended August 31, 1999 20,109 20,109 0
Year ended August 31, 1998 28,110 2,864 25,246
Period ended August 31, 1997 18,123 0 18,123
Year ended March 31, 1997 41,232 7,453 33,779
DAILY ASSETS GOVERNMENT OBLIGATIONS FUND
Year ended August 31, 1999 22,178 22,178 0
Year ended August 31, 1998 4,115 4,115 0
Year ended August 31, 1997 -- -- --
DAILY ASSETS CASH FUND
Year ended August 31, 1999 35,746 35,746 0
Year ended August 31, 1998 10,505 10,505 0
Year ended August 31, 1997 7,453 7,453 0
DAILY ASSETS MUNICIPAL FUND
Year ended August 31, 1999 14,310 14,310 0
Year ended August 31, 1998 1,934 1,934 0
Year ended August 31, 1997 -- -- --

The fees payable by the Portfolios under the Core Administration Agreement were:

CONTRACTUAL FEE FEE WAIVED FEE PAID

TREASURY CASH PORTFOLIO
Year ended August 31, 1999 153,011 0 153,011
Year ended August 31, 1998 74,964 29,678 45,286
Year ended August 31, 1997 24,287 14,346 9,941
GOVERNMENT PORTFOLIO
Year ended August 31, 1999 20,197 20,197 0
Year ended August 31, 1998 28,796 28,796 0
Period ended August 31, 1997 18,128 18,128 0
Year ended March 31, 1997 41,274 41,274 0
GOVERNMENT CASH PORTFOLIO
Year ended August 31, 1999 438,060 0 438,060
Year ended August 31, 1998 317,754 0 317,754
Year ended August 31, 1997 252,821 0 252,821
CASH PORTFOLIO
Year ended August 31, 1999 385,799 0 385,799
Year ended August 31, 1998 212,800 0 212,800
Year ended August 31, 1997 92,652 7,621 85,031
Year ended August 31, 1996 56,125 3,719 52,406
MUNICIPAL CASH PORTFOLIO
Year ended August 31, 1999 14,330 14,330 0
Year ended August 31, 1998 1,937 1,937 0
Year ended August 31, 1997 -- -- --

C-3
<PAGE>

TABLE 4 - TRANSFER AGENCY FEES ($)

The fees payable by the Funds under the Transfer Agency Agreement were:

CONTRACTUAL FEE FEE WAIVED FEE PAID

DAILY ASSETS TREASURY OBLIGATIONS FUND
Institutional Service Shares
Year ended August 31, 1999 19,157 7,223 11,934
Year ended August 31, 1998 6,071 6,069 2
Year ended August 31, 1997 -- -- --
Institutional Shares
Year ended August 31, 1999 63,155 36,847 26,308
Year ended August 31, 1998 31,381 31,036 345
Investor Shares
Year ended August 31, 1999 12,098 12,098 0
Year ended August 31, 1998 843 843 0
DAILY ASSETS GOVERNMENT FUND
Institutional Service Shares
Year ended August 31, 1999 21,102 11,025 10,077
Year ended August 31, 1998 68,534 53,276 15,258
Period ended August 31, 1997 50,810 44,054 6,756
Year ended March 31, 1997 116,051 101,485 14,566
Institutional Shares
Year ended August 31, 1999 29,243 20,824 819
Year ended August 31, 1998 4,874 4,853 21
Investor Shares
Year ended August 31, 1999 12,707 12,688 19
DAILY ASSETS GOVERNMENT OBLIGATIONS FUND
Institutional Service Shares
Year ended August 31, 1999 26,211 0 26,211
Year ended August 31, 1998 6,869 6,866 3
Year ended August 31, 1997 -- -- --
Institutional Shares
Year ended August 31, 1999 28,042 20,559 7,483
Year ended August 31, 1998 10,816 10,762 54
Investor Shares
Year ended August 31, 1999 12,062 12,062 0
Year ended August 31, 1998 843 843 0
DAILY ASSETS CASH FUND
Institutional Service Shares
Year ended August 31, 1999 44,383 0 44,383
Year ended August 31, 1998 27,955 15,294 12,661
Period ended August 31, 1997 29,772 17,766 12,006
Institutional Shares
Year ended August 31, 1999 33,137 18,933 14,204
Year ended August 31, 1998 9,362 9,311 51
Investor Shares
Year ended August 31, 1999 13,095 0 13,095
Year ended August 31, 1998 843 843 0

C-4
<PAGE>

CONTRACTUAL FEE FEE WAIVED FEE PAID

DAILY ASSETS MUNICIPAL FUND
Institutional Service Shares
Year ended August 31, 1999 14,718 8,585 6,133
Year ended August 31, 1998 842 842 0
Year ended August 31, 1997 -- -- --
Institutional Shares
Year ended August 31, 1999 25,585 25,072 513
Year ended August 31, 1998 4,150 4,126 24
Investor Shares
Year ended August 31, 1999 12,173 12,172 1
Year ended August 31, 1998 843 843 0

C-5
<PAGE>

TABLE 5 - SHAREHOLDER SERVICE FEES ($)

The fees payable by the funds under the Shareholder Services Agreement were:

CONTRACTUAL FEE FEE WAIVED FEE PAID

DAILY ASSETS TREASURY OBLIGATIONS FUND
Institutional Service Shares
Year ended August 31, 1999 17,320 17,320 0
Year ended August 31, 1998 2,600 2,600 0
Investor Shares
Year ended August 31, 1999 45 45 0
Period ended August 31, 1998 0 0 0
DAILY ASSETS GOVERNMENT FUND
Institutional Service Shares
Year ended August 31, 1999 17,533 17,533 0
Period ended August 31, 1998 78,274 78,274 0
Investor Shares
Year ended August 31, 1999 1,186 1,186 0
DAILY ASSETS GOVERNMENT OBLIGATIONS FUND
Institutional Service Shares
Year ended August 31, 1999 33,862 29,859 4,033
Year ended August 31, 1998 2,018 2,018 0
Investor Shares
Year ended August 31, 1999 26 26 0
Period ended August 31, 1998 0 0 0
DAILY ASSETS CASH FUND
Institutional Service Shares
Year ended August 31, 1999 77,200 46,584 30,616
Year ended August 31, 1998 22,439 22,439 0
Investor Shares
Year ended August 31, 1999 540 540 0
Period ended August 31, 1998 0 0 0
DAILY ASSETS MUNICIPAL FUND
Institutional Service Shares
Year ended August 31, 1999 6,491 6,491 0
Year ended August 31, 1998 0 0 0
Investor Shares
Year ended August 31, 1999 120 120 0
Period ended August 31, 1998 0 0 0

C-6
<PAGE>

TABLE 6 - FUND ACCOUNTING FEES ($)

The fees payable by the Funds under the fund Accounting Agreement were:

CONTRACTUAL FEE FEE WAIVED FEE PAID

DAILY ASSETS TREASURY OBLIGATIONS FUND
Year ended August 31, 1999 37,250 37,250 0
Year ended August 31, 1998 13,323 13,323 0
Year ended August 31, 1997 -- -- --
DAILY ASSETS GOVERNMENT FUND
Year ended August 31, 1999 37,250 37,250 0
Year ended August 31, 1998 14,000 4,000 10,000
Period ended August 31, 1997 5,000 0 5,000
Year ended March 31, 1997 12,000 0 12,000
Year ended March 31, 1996 38,621 0 38,621
DAILY ASSETS GOVERNMENT OBLIGATIONS FUND
Year ended August 31, 1999 37,250 37,250 0
Year ended August 31, 1998 14,064 14,064 0
Year ended August 31, 1997 -- -- --
DAILY ASSETS CASH FUND
Year ended August 31, 1999 37,250 37,250 0
Year ended August 31, 1998 18,999 12,999 6,000
Year ended August 31, 1997
DAILY ASSETS MUNICIPAL FUND
Year ended August 31, 1999 37,250 37,250 0
Year ended August 31, 1998 4,198 4,198 0
Year ended August 31, 1997 -- -- --

The fees payable by the Portfolios under the Core Accounting Agreement were:

CONTRACTUAL FEE FEE WAIVED FEE PAID
TREASURY CASH PORTFOLIO
Year ended August 31, 1999 49,500 0 49,500
Year ended August 31, 1998 48,000 0 48,000
Year ended August 31, 1997 24,279 0 24,279
Year ended August 31, 1996 28,518 19,955 8,563
GOVERNMENT PORTFOLIO
Year ended August 31, 1999 49,500 39,899 9,601
Year ended August 31, 1998 48,000 37,946 10,054
Period ended August 31, 1997 20,000 0 20,000
Year ended March 31, 1997 48,000 0 48,000
Year ended March 31, 1996(1) 5,241 0 5,241
GOVERNMENT CASH PORTFOLIO
Year ended August 31, 1999 49,500 0 49,500
Year ended August 31, 1998 48,000 0 48,000
Year ended August 31, 1997 48,000 0 48,000
Year ended August 31, 1996 42,000 0 42,000
CASH PORTFOLIO
Year ended August 31, 1999 49,500 0 49,500
Year ended August 31, 1998 48,000 0 48,000
Year ended August 31, 1997 48,000 0 48,000
Year ended August 31, 1996 42,000 14,957 27,043
MUNICIPAL CASH PORTFOLIO
Year ended August 31, 1999 49,500 46,497 3,003
Year ended August 31, 1998 8,800 8,800 0

C-7
<PAGE>

Year ended August 31, 1997 -- -- --

</TABLE>

C-8
<PAGE>

TABLE 7 - PORTFOLIO HOLDINGS IN DEALERS ($)

VALUE
CASH PORTFOLIO
Goldman Sachs $39,984,000

C-9
<PAGE>

TABLE 8 - 5% SHAREHOLDERS

As of December 1, 1999, the shareholders listed below owned of record 5% or more
of the outstanding shares of a class of shares of the Trust.

<TABLE>
<S> <C> <C> <C> <C>
NAME AND ADDRESS SHARES % OF CLASS % OF FUND

DAILY ASSETS TREASURY Emil Russell 15,443 48.36 0.02
OBLIGATIONS FUND RFD #3 Box 720
Investor Shares Houlton, ME 04730

Forum Financial Group 10,538 33.00 0.01
2 Portland Square
Portland, ME 04101

Gloria J. Wilcox 4,057 12.70 0.00
24 Sweden Street
P.O. Box 306
Caribou, ME 04736-0306

Cheryl Barnes 1,788 5.60 0.00
3840 N. Broadway #30
Boulder, CO 80304

Institutional Shares Babb & Co 55,555,295 64.98 60.90
c/o Bank of New Hampshire
P.O. Box 477
Concord, NH 03302-0477

Allagash & Co 28,879,031 33.78 31.66
c/o Bank of New Hampshire
P.O. Box 477
Concord, NH 03302-0477

Institutional Service Shares Allagash & Co 3,568,367 62.65 3.91
c/o Bank of New Hampshire
P.O. Box 477
Concord, NH 03302-0477

Goodless Brothers Electric Co, Inc 733,014 12.87 0.80
100 Memorial Drive
P.O. Box 925
West Springfield, MA 01090

National Yiddish Book Center 446,183 7.83 0.49
1021 West Street
Amherst, MA 01002-3375

Evangelical Covenant Church 300,275 5.27 0.33
915 Plumtree Road
Springfield, MA 01119-2930

C-10
<PAGE>

NAME AND ADDRESS SHARES % OF CLASS % OF FUND

DAILY ASSETS GOVERNMENT FUND Stone & Stone Properties 225,212 27.84 0.64
Investor Shares 2100 E. Tulare Ave
Tulare, CA 93274

David M. McKay and 61,755 7.63 0.18
Trudy K. McKay
710 Van Auken
Elmhurst, IL 60126

BankBoston IRA FBO 60,712 7.50 0.17
Kenneth Ky-Sung Tien
1305 Newport Blvd
League City, TX 77573

Henry Goichman and 48,157 5.95 0.14
Jane C. L. Goichman
3015 Arrowhead Drive
Los Angeles, CA 90068

Richard Allen Jr., John P. Scruggs, 45,494 5.62 0.13
L. Sossaman and
Martin F. Thompson
813 Ridge Lake Blvd
Suite 300
Memphis, TN 38120

Institutional Shares HM Payson & Co 16,600,354 54.70 47.48
Custody Account
P.O. Box 31
Portland, ME 04112

HM Payson & Co 13,710,830 45.18 39.22
Trust Account
P.O. Box 31
Portland, ME 04112

Institutional Service Shares FloriCorp Retirement Savings Plan 765,767 20.14 2.19
1920 E. Maryland #18
Phoenix, AZ 85016

Lansdowne Parking Associates LP 534,636 14.06 1.61
c/o Meredith Management
One Bridge Street #300
Newton, MA 02458

BankBoston IRA FBO 390,448 10.27 1.12
Merne E. Young
18751 San Rufino
Irvine, CA 92612

Retirement Planning Strategies 366,436 9.64 1.05
Scudder Growth and Income Fund

C-11
<PAGE>

NAME AND ADDRESS SHARES % OF CLASS % OF FUND

DAILY ASSETS GOVERNMENT BankBoston IRA FBO 232,521 6.12 0.67
FUND (CONT) Howard H. Stevenson
Institutional Service Shares P.O. Box 277
(cont) Southborough, MA 01772-0003

DAILY ASSETS GOVERNMENT Forum Financial Group 10,577 99.00 0.02
OBLIGATIONS FUND 2 Portland Square
Investor Shares Portland, ME 04101

Institutional Shares Allagash & Co 18,494,222 56.33 30.92
c/o Bank of New Hampshire
P.O. Box 477
Concord, NH 03302-0477

Babb & Co 13,251,181 40.36 22.15
c/o Bank of New Hampshire
P.O. Box 477
Concord, NH 03302-0477

The Dennis Group Inc 5,297,728 19.64 8.86
1391 Main Street
Springfield, MA 01103

Allagash & Co 3,957,516 14.67 6.62
c/o Bank of New Hampshire
P.O. Box 477
Concord, NH 03302-0477

Holyoke Community College 2,989,386 11.08 5.00
303 Homestead Ave
Holyoke, MA 01040

Auer & Co 1,722,147 6.38 2.88
c/o Banker Trust Co 93411
648 Grassmere Park Road
Attn Mutual Funds 2nd Floor
Nashville, TN 37211

Auer & Co 1,680,652 6.23 2.81
c/o Banker Trust Co 93413
648 Grassmere Park Road
Attn Mutual Funds 2nd Floor
Nashville, TN 37211

Cathedral High School 1,386,449 5.14 2.32
260 Surrey Road
Springfield, MA 01118

C-12
<PAGE>

NAME AND ADDRESS SHARES % OF CLASS % OF FUND
DAILY ASSETS CASH FUND BankBoston IRA FBO 197,072 36.00 0.21
Investor Shares Stanton D. Anderson
General Delivery
Sheridan, ME 04775

FirstTrust Co 150,012 27.41 0.16
National City Bank Trust Dept
227 Main Street
Evansville, IN 47708

J.K. MacMillan 111,454 20.36 0.12
3621 Maplewood Ave
Los Angeles, CA 90066

Institutional Shares Allagash & Co 10,793,444 23.79 11.32
c/o Bank of New Hampshire
P.O. Box 477
Concord, NH 03302-0477

Allagash & Co 10,596,569 23.35 11.11
c/o Bank of New Hampshire
P.O. Box 477
Concord, NH 03302-0477

HM Payson & Co 5,688,767 12.54 5.97
Custody Account
P.O. Box 31
Portland, ME 04112

FirstTrust Co 5,666,713 12.49 5.94
National City Bank Trust Dept
227 Main Street
Evansville, IN 47708

C-13
<PAGE>

NAME AND ADDRESS SHARES % OF CLASS % OF FUND
DAILY ASSETS CASH HM Payson & Co 3,791,191 8.35 3.98
FUND (CONT) Trust Account
Institutional Shares (cont) P.O. Box 31
Portland, ME 04112

FirstTrust Co 3,298,650 7.27 3.46
National City Bank Trust Dept.
227 Main Street

P.O. Box 868
Evansville, IN 47705-0868

Maine Mutual Fire Insurance 3,024,981 6.67 3.17
44 Maysville Road
P.O. Box 729
Presque Isle, ME 04769

Spectrum Medical Group, PA 2,517,349 5.55 2.64
20 Mussey Road
Scarborough, ME 04074

Institutional Service Shares Allagash & Co 7,623,095 15.42 7.99
c/o Bank of New Hampshire
P.O. Box 477
Concord, NH 03302-0477

Auer & Co 2,709,271 5.48 2.84
c/o Bankers Trust Co 93413
648 Grassmere Park Road
Attn Mutual Funds 2nd Floor
Nashville, TN 37211

Auer & Co 2,647,754 5.36 2.78
c/o Bankers Trust Co 93411
648 Grassmere Park Road
Attn Mutual Funds 2nd Floor
Nashville, TN 37211

Turbine Kinetics Inc 2,509,887 5.08 2.63
60 Sequin Drive
Glastonbury, CT 06033

AW Hastings & Co Inc 2,501,727 5.06 2.62
2 Pearson Way
Enfield, CT 06082

DAILY ASSETS MUNICIPAL FUND Barry R. Elden 64,582 73.91 0.30
Investor Shares 22 West Chestnut Street
Chicago, IL 60610

William A. Roberts 11,042 12.64 0.05
P.O. Box 579
Hinsdale, IL 60522

C-14
<PAGE>

NAME AND ADDRESS SHARES % OF CLASS % OF FUND
Forum Financial Group 10,314 11.80 0.05
2 Portland Square
Portland, ME 04101

Institutional Shares Babb & Co 10,337,722 53.79 48.70
c/o Bank of New Hampshire
P.O. Box 477
Concord, NH 03302-0477

DAILY ASSETS MUNICIPAL FUND FirstTrust Co 6,872,446 35.76 32.38
(CONT) National City Bank Trust Dept
Institutional Shares (cont) 227 Main Street
Evansville, IN 47708

Imperial Securities Corp 1,121,287 5.83 5.28
9920 South La Cieniega Blvd
14th Floor
Inglewood, CA 90301

Institutional Service Shares Amherst Nursing Home 1,148,236 59.91 5.41
150 University Drive
Amherst, MA 01002

PRM Environmental, Inc 414,645 21.63 1.95
495 Springfield Street
Chicopee, MA 01013-2806

Partyka Business Trust 324,459 16.93 1.53
495 Springfield Street
Chicopee, MA 01013-2806
</TABLE>

C-15
<PAGE>

APPENDIX D ADDITIONAL ADVERTISING MATERIALS

TEXT OF FORUM BROCHURE

In connection with its advertisements, a Fund may provide a description of the
Fund's investment adviser and its affiliates, which are service providers to the
Fund. Text, which is currently in use, is set forth below.

"FORUM FINANCIAL GROUP OF COMPANIES

Forum Financial Group of Companies represent more than a decade of diversified
experience with every aspect of mutual funds. The Forum Family of Funds has
benefited from the informed, sharply focused perspective on mutual funds that
experience makes possible.

The Forum Family of Funds has been created and managed by affiliated companies
of Portland-based Forum Financial Group, among the nation's largest mutual fund
administrators providing clients with a full line of services for every type of
mutual fund.

The Forum Family of Funds is designed to give investment representatives and
investors a broad choice of carefully structured and diversified portfolios,
portfolios that can satisfy a wide variety of immediate as well as long-term
investment goals.

Forum Financial Group has developed its "brand name" family of mutual funds and
has made them available to the investment public and to institutions on both the
national and regional levels.

For more than a decade Forum has had direct experience with mutual funds from a
different perspective, a perspective made possible by Forum's position as a
leading designer and full-service administrator and manager of mutual funds of
all types.

Today Forum Financial Group administers and provides services for over 181
mutual funds for 17 different fund managers, with more than $70 billion in
client assets. Forum has its headquarters in Portland, Maine, and has offices in
Seattle, Bermuda, and Warsaw, Poland. In a joint venture with Bank Handlowy, the
largest and oldest commercial bank in Poland, Forum operates the only
independent transfer agent and mutual fund accounting business in Poland. Forum
directs an off-shore and hedge fund administration business through its Bermuda
office. It employs more than 390 professionals worldwide.

From the beginning, Forum developed a plan of action that was effective with
both start-up funds, and funds that needed restructuring and improved services
in order to live up to their potential. The success of its innovative approach
is evident in Forum's growth rate over the years, a growth rate that has
consistently outstripped that of the mutual fund industry as a whole, as well as
that of the fund service outsource industry.

Forum has worked with both domestic and international mutual fund sponsors,
designing unique mutual fund structures, positioning new funds within the
sponsors' own corporate planning and targeted markets.

Forum's staff of experienced lawyers, many of whom have been associated with the
Securities and Exchange Commission, have been available to work with fund
sponsors to customize fund components and to evaluate the potential of various
fund structures.

Forum has introduced fund sponsors to its unique proprietary Core and Gateway(R)
partnership, helping them to take advantage of this full-service master/feeder
structure.

Fund sponsors understand that even the most efficiently and creatively designed
fund can disappoint shareholders if it is inadequately serviced. That is the
reason why fund sponsors have relied on Forum to meet all of a fund's complex
compliance, regulatory, and filing needs.

D-1
<PAGE>

Forum's full service commitment includes providing state-of-the-art accounting
support (Forum has 7 CPAs on staff, as well as senior accountants who have been
associated with Big 6 accounting firms). Forum's proprietary accounting system
is continually upgraded and can provide custom-built modules to satisfy a fund's
specific requirements. This service is joined with transfer agency and
shareholder service groups that draw their strength both from the high caliber
of the people staffing each unit and from Forum's advanced technology support
system.

More than a decade of experience with mutual funds has given Forum practical
hands-on experience and knowledge of how mutual funds function "from the inside
out."

Forum has put that experience to work by creating the Forum Family of Funds, a
family where each member is designed and positioned for your best investment
advantage, and where each fund is serviced with the utmost attention to the
delivery of timely, accurate, and comprehensive shareholder information.

INVESTMENT ADVISERS

Forum Investment Advisors, LLC offers the services of portfolio managers with
the highest qualifications--because without such direction, a comprehensive and
goal-oriented investment program and ongoing investment strategy are not
possible. Serving as portfolio managers for the Forum Family of Funds are
individuals with decades of experience with some of the country's major
financial institutions.

Forum Funds are also managed by the portfolio managers of H.M. Payson & Co.,
founded in Portland, Maine in 1854 and one of the oldest investment firms in the
country. Payson has approximately $1.25 billion in assets under management, with
clients that include pension plans, endowment funds, and institutional and
individual accounts.

FORUM INVESTMENT ADVISORS, LLC

Forum Investment Advisors, LLC is the largest Maine based investment adviser
with approximately $1.95 billion in assets under management. The portfolio
managers have decades of combined experience in a cross section of the country's
financial markets. The managers have specific, day-to-day experience in the
asset class portfolios they manage, bringing critical focus to meeting each
fund's explicit investment objectives. The portfolio managers have been involved
in investing the assets of large insurance companies, banks, pension plans,
individuals, and of course mutual funds. Forum Investment Advisors, LLC has a
staff of analysts and investment administrators to meet the demands of serving
shareholders in our funds.

FORUM FAMILY OF FUNDS

It has been said that mutual fund investment offerings--of which there are
nearly 10,000, ith assets spread across stock, bond, and money market funds
worth more than $4 trillion--come in a rainbow of varieties. A better
description would be a "spectrum" of varieties, the spectrum graded from green
through amber and on to red. In simpler terms, from low risk investments,
through moderate to high risk. The lower the risk, the lower the possible reward
- -- the higher the risk, the higher the potential reward.

The Forum Family of Funds provides conservative investment opportunities that
reduce the risk of loss of capital, using underlying money market investments
U.S. Government securities (although the shares of the Forum Funds are neither
insured nor guaranteed by the U.S. Government or its agencies), thus cushioning
the investment against market volatility. These funds offer regular income,
ready access to your money, and flexibility to buy or sell at any time.

In the less conservative but still not aggressive category are funds in the
Forum Family that seek to provide steady income and, in certain cases, tax-free
earnings. Such investments provide important diversification to an investment
portfolio.

Growth funds in the Forum Family more aggressively pursue a high return at the
risk of market volatility. These funds include domestic and international stock
mutual funds."

D-2
<PAGE>

TEXT OF PEOPLES HERITAGE NEWS RELEASE

Peoples Heritage Financial Group, Inc. (NASDAQ:PHBK) announced today that it has
formed an alliance with a major mutual fund provider and an investment advisory
firm to expand its mutual fund offerings. The alliance with Forum Financial
Group and H.M. Payson & Company will result in 18 funds, including the unique
Maine Municipal Bond Fund and New Hampshire Bond Fund, being offered through the
branches of Peoples' affiliate banks in Maine, New Hampshire and northern
Massachusetts and the Company's trust and investment subsidiarie

'There is no secret to where financial services are moving, under one roof,"
said William J. Ryan, Chairman, President and Chief Executive Officer of Peoples
Heritage. "One only has to watch the virtually daily announcements of
consolidations in the financial sector to nderstand that customers are demanding
and receiving 'one-stop' financial services.

"We think we are adding the additional competitive advantage of funds that are
managed and administered close to home."

Eighteen Forum funds will be offered including two Payson funds. The tax-free
Maine and New Hampshire state bond funds are the only two such funds available
and usually invest 80% of total assets in municipal securities. Other funds
being provided by the alliance include money market, debt and equity funds.

Forum Financial, based in Portland, Maine since 1987, administers 124 funds with
more than $29 billion in assets. Forum manages mutual funds for independent
investment advisers such as Payson and for banks. Forum Investment Advisors, LLC
an affiliate, is the largest Maine-based investment adviser with approximately
$1.95 billion in fund assets under management.

"We are providing a great product set to the customers served by Peoples' nearly
200 branches in northern New England," said John Y. Keffer, Forum Financial
president, "The key today is to link a wide variety of investment options with
convergent, easy access for customers. I believe this alliance does just that."

H.M. Payson & Co., founded in 1854, is one of the nation's oldest investment
firms with nearly $1.25 billion in assets under management and $412 million in
non-managed custodial accounts. The Payson Value Fund and Payson Balanced Fund
are among the 18 offerings.

"I believe we have all the ingredients of a tremendous alliance," said John
Walker, Payson President and Managing Director. "We have the region's premier
community banking company, a community-based investment adviser, and a local
mutual fund company that operates nationally and specializes in working with
banks. We are poised to provide solid investment performance and service."

Peoples Heritage Financial Group is a $10 billion multi-state bank and financial
services holding company headquartered in Portland, Maine. Its Maine banking
affiliate, Peoples Heritage Bank, has the state's leading deposit market share.
Its New Hampshire banking affiliate, Bank of New Hampshire, has the state's
leading deposit market share. Family Bank, the Company's Massachusetts banking
subsidiary, has the state's tenth largest deposit market share and the leading
market share in many of the northern Massachusetts communities it serves.
Peoples affiliate banks also operate subsidiaries in leasing, trust and
investment services and insurance.

FORUM FINANCIAL GROUP:
Headquarters: Two Portland Square, Portland, Maine 04101
President: John Y. Keffer
Offices: Portland, Seattle, Warsaw, Bermuda

*Established in 1986 to administer mutual funds for independent investment
advisers and banks *Among the nation's largest third-party fund
administrators
*Uses proprietary in-house systems and custom programming capabilities

D-3
<PAGE>

*Administration and Distribution Services: Regulatory, compliance,
expense accounting, budgeting for all funds

*Fund Accounting Services: Portfolio valuation, accounting, dividend
declaration, and tax advice
*Shareholder Services: Preparation of statements, distribution
support, inquiries and processing of trades

*Client Assets under Administration and Distribution: $73 billion
*Client Assets Processed by Fund Accounting: $53 billion
*Client Funds under Administration and Distribution: 181 mutual funds with 89
share classes *International Ventures: Joint venture with Bank Handlowy
in Warsaw, Poland, using Forum's proprietary transfer agency and
distribution systems; Off-shore investment fund administration, using
Bermuda as Forum's center of operations *Forum Employees: United States
-215, Poland - 180, Bermuda - 4

FORUM CONTACTS:
John Burns, Director, Forum Investment Advisors, LLC, (207) 879-1900 X 6132 Tony
Santaniello, Director of Marketing, (207) 879-1900 X 6175

H.M. PAYSON & CO.:
Headquarters: One Portland Square, Portland, Maine
President and Managing Director: John Walker
Quality investment services and conservative wealth management since 1854
*Assets under Management: $1.25 Billion
*Non-managed Custody Assets: $412 Million
*Client Base: 85% individuals; 15% institutional
*Owned by 11 shareholders; 10 managing directors
*Payson Balanced Fund and Payson Value Fund (administrative and
shareholder services provided by Forum Financial Group)

*Employees: 45

H.M. PAYSON & CO. CONTACT:
Joel Harris, Marketing Coordinator, (207) 772-3761

D-4
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

AUGUST 1, 1999

AS AMENDED MARCH 24, 2000

INVESTORS HIGH GRADE BOND FUND
INVESTORS BOND FUND
TAXSAVER BOND FUND
MAINE MUNICIPAL BOND FUND
NEW HAMPSHIRE BOND FUND

INVESTMENT ADVISER:

Forum Investment Advisers, LLC
Two Portland Square
Portland, Maine 04101

ACCOUNT INFORMATION AND SHAREHOLDER SERVICES:

Forum Shareholder Services, LLC
P.O. Box 446
Portland, Maine 04112
(207) 879-0001
(800) 94FORUM
(800) 943-6786

This Statement of Additional Information (the "SAI") supplements the
Prospectuses dated August 1, 1999, as may be amended from time to time, offering
shares of Investors High Grade Bond Fund, Investors Bond Fund, TaxSaver Bond
Fund, Maine Municipal Bond Fund, and New Hampshire Bond Fund, five separate
series of Forum Funds, a registered, open-end management investment company (the
"Trust"). This SAI is not a prospectus and should only be read in conjunction
with the Prospectus applicable to each Fund. You may obtain any Prospectus
relating to a Fund without charge by contacting Forum Shareholder Services, LLC
at the address or telephone number listed above.

Financial Statements for each Fund for the year ended March 31, 1999, included
in the Annual Report to shareholders, are incorporated into this SAI by
reference. Copies of the Annual Report may be obtained, without charge, upon
request by contacting Forum Shareholder Services, LLC at the address or
telephone number listed above.

<PAGE>

TABLE OF CONTENTS

Glossary......................................................................1

1. Investment Policies And Risks.............................................2

2. Certain Information Concerning The States Of Maine And New Hampshire.....14

3. Investment Limitations...................................................21

4. Performance Data And Advertising.........................................32

5. Management...............................................................36

6. Portfolio Transactions...................................................41

7. Purchase And Redemption Information......................................44

8. Taxation.................................................................47

9. Other Matters............................................................52

Appendix A - Description Of Securities Ratings..............................A-1

Appendix B - Miscellaneous Tables...........................................B-1

Appendix C - Performance Data...............................................C-1

Appendix D - Additional Advertising Materials...............................D-1

<PAGE>

GLOSSARY

As used in this SAI, the following terms have the meanings listed.

"Adviser" means Forum Investment Advisers, LLC.

"Board" means the Board of Trustees of the Trust.

"Code" means the Internal Revenue Code of 1986, as amended.

"Custodian" means the custodian of each Fund's assets.

"FAcS" means Forum Accounting Services, LLC, the fund accountant of
each Fund.

"FAdS" means Forum Administrative Services, LLC, the administrator of
each Fund.

"Fitch" means Fitch IBCA, Inc.

"FFS" means Forum Fund Services, LLC, the distributor of each Fund's
shares.

"FFSI" means Forum Financial Services, Inc., the distributor of each
Fund's shares prior to August 1, 1999.

"FSS" means Forum Shareholder Services, LLC, the transfer agent of each
fund.

"Fund" means each of Investors High Grade Bond Fund, Investors Bond
Fund, TaxSaver Bond Fund, Maine Municipal Bond Fund and New Hampshire
Bond Fund.

"Moody's" means Moody's Investors Service.

"NRSRO" means a nationally recognized statistical rating organization.

"NAV" means net asset value per share.

"SEC" means the U.S. Securities and Exchange Commission.

"S&P" means Standard & Poor's, A Division of the McGraw Hill Companies.

"Trust" means Forum Funds.

"U.S.Government Securities" means obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities.

"1933 Act" means the Securities Act of 1933, as amended.

"1940 Act" means the Investment Company Act of 1940, as amended.

1
<PAGE>

1. INVESTMENT POLICIES AND RISKS

Investors High Grade Bond Fund is a diversified series of the Trust, and each of
Investors Bond Fund, TaxSaver Bond Fund, Maine Municipal Bond Fund, and New
Hampshire Bond Fund is a non-diversified series of the Trust. This section
discusses in greater detail than each Fund's Prospectus certain investments that
the Fund may make. A Fund will make only those investments described below that
are in accordance with its investment objectives and policies.

A. SECURITY RATINGS INFORMATION

A Fund's investments in debt securities are subject to credit risk relating to
the financial condition of the issuers of the securities that the Fund holds. To
limit credit risk, Investors High Grade Bond Fund may only invest in debt
securities rated in one of the three highest rating categories by an NRSRO. The
Fund may also invest in commercial paper, bankers acceptances, certificates of
deposits and other money market instruments rated in one of the two highest
rating categories by an NRSRO. The lowest rated corporate bond in which
Investors High Grade Bond may invest is "A" in the case of Moody's, S&P, and
Fitch and the lowest rated preferred stock in which the Fund may invest is "a"
in the case of Moody's and "A" in the case of S&P. Each other Fund primarily
invests in debt securities considered to be investment grade. Investment grade
securities are rated in the top four long-term rating categories or the two
highest short-term categories by an NRSRO or are unrated and determined by the
Adviser to be of comparable quality. The lowest ratings that are investment
grade for corporate bonds, including convertible bonds, are "Baa" in the case of
Moody's and "BBB" in the case of S&P and Fitch; for preferred stock are "Baa" in
the case of Moody's and "BBB" in the case of S&P.

Investors Bond Fund may invest up to 10% of its total assets, TaxSaver Bond Fund
may invest up to 25% of its total assets, and Maine Municipal Bond Fund and New
Hampshire Bond Fund may each invest up to 20% of their total assets in
securities rated below investment grade. Non-investment grade securities
(commonly known as "junk bonds") have significant speculative characteristics
and generally involve greater volatility of price than investment grade
securities. Unrated securities may not be as actively traded as rated
securities. A Fund may retain securities whose rating has been lowered below the
lowest permissible rating category (or that are unrated and determined by the
Adviser to be of comparable quality to securities whose rating has been lowered
below the lowest permissible rating category) if the Adviser determines that
retaining such security is in the best interests of the Fund. Because a
downgrade often results in a reduction in the market price of the security, sale
of a downgraded security may result in a loss.

Moody's, S&P and other NRSROs are private services that provide ratings of the
credit quality of debt obligations, including convertible securities. A
description of the range of ratings assigned to various types of bonds and other
securities by several NRSROs is included in Appendix A to this SAI. A Fund may
use these ratings to determine whether to purchase, sell or hold a security.
Ratings are general and are not absolute standards of quality. Securities with
the same maturity, interest rate and rating may have different market prices. If
an issue of securities ceases to be rated or if its rating is reduced after it
is purchased by a Fund, the Adviser will determine whether the Fund should
continue to hold the obligation. To the extent that the ratings given by a NRSRO
may change as a result of changes in such organizations or their rating systems,
the Adviser will attempt to substitute comparable ratings. Credit ratings
attempt to evaluate the safety of principal and interest payments and do not
evaluate the risks of fluctuations in market value. Also, rating agencies may
fail to make timely changes in credit ratings. An issuer's current financial
condition may be better or worse than a rating indicates. Finally, if two or
more NRSROs rate a security differently, the Adviser may rely on the higher
rating.

B. DEBT SECURITIES

1. GENERAL

CORPORATE DEBT OBLIGATIONS. Investors High Grade Bond Fund, Investors Bond Fund
and TaxSaver Bond Fund may invest in corporate debt obligations. Corporate debt
obligations include corporate bonds, debentures, notes, commercial paper and

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other similar corporate debt instruments. These instruments are used by
companies to borrow money from investors. The issuer pays the investor a fixed
or variable rate of interest and must repay the amount borrowed at maturity.
Commercial paper (short-term unsecured promissory notes) is issued by companies
to finance their current obligations and normally has a maturity of less than 9
months. Each Fund may also invest in corporate debt securities registered and
sold in the United States by foreign issuers (Yankee bonds) and those sold
outside the United States by foreign or U.S. issuers (Eurobonds). Each Fund
restricts its purchases of these securities to issues denominated and payable in
United States dollars. All obligations of non-U.S. issuers purchased by a Fund
will be issued or guaranteed by a sovereign government, by a supranational
agency whose members are sovereign governments, or by a U.S. issuer in whose
debt securities the Fund can invest.

U.S. GOVERNMENT SECURITIES. Investors High Grade Bond Fund, Investors Bond Fund
and TaxSaver Bond Fund may invest in U.S. Government Securities. U.S. Government
Securities include securities issued by the U.S. Treasury and by U.S. Government
agencies and instrumentalities. U.S. Government Securities may be supported by
the full faith and credit of the United States (such as mortgage-related
securities and certificates of the Government National Mortgage Association and
securities of the Small Business Administration); by the right of the issuer to
borrow from the U.S. Treasury (for example, Federal Home Loan Bank securities);
by the discretionary authority of the U.S. Treasury to lend to the issuer (for
example, Fannie Mae (formerly the Federal National Mortgage Association)
securities); or solely by the creditworthiness of the issuer (for example,
Federal Home Loan Mortgage Corporation securities).

Holders of U.S. Government Securities not backed by the full faith and credit of
the United States must look principally to the agency or instrumentality issuing
the obligation for repayment and may not be able to assert a claim against the
United States in the event that the agency or instrumentality does not meet its
commitment. No assurance can be given that the U.S. Government would provide
support if it were not obligated to do so by law. Neither the U.S. Government
nor any of its agencies or instrumentalities guarantees the market value of the
securities they issue.

MORTGAGE-RELATED SECURITIES. Investors High Grade Bond Fund and Investors Bond
Fund may invest in mortgage-related securities. Mortgage-related securities
represent interests in a pool of mortgage loans originated by lenders such as
commercial banks, savings associations and mortgage bankers and brokers.
Mortgage-related securities may be issued by governmental or government-related
entities or by non-governmental entities such as special purpose trusts created
by commercial lenders.

Pools of mortgages consist of whole mortgage loans or participations in mortgage
loans. The majority of these loans are made to purchasers of 1-4 family homes.
The terms and characteristics of the mortgage instruments are generally uniform
within a pool but may vary among pools. For example, in addition to fixed-rate,
fixed-term mortgages, a Fund may purchase pools of adjustable-rate mortgages,
growing equity mortgages, graduated payment mortgages and other types. Mortgage
poolers apply qualification standards to lending institutions which originate
mortgages for the pools as well as credit standards and underwriting criteria
for individual mortgages included in the pools. In addition, many mortgages
included in pools are insured through private mortgage insurance companies.

Mortgage-related securities differ from other forms of debt securities, which
normally provide for periodic payment of interest in fixed amounts with
principal payments at maturity or on specified call dates. Most mortgage-related
securities, however, are pass-through securities, which means that investors
receive payments consisting of a pro-rata share of both principal and interest
(less servicing and other fees), as well as unscheduled prepayments, as loans in
the underlying mortgage pool are paid off by the borrowers. Additional
prepayments to holders of these securities are caused by prepayments resulting
from the sale or foreclosure of the underlying property or refinancing of the
underlying loans. As prepayment rates of individual pools of mortgage loans vary
widely, it is not possible to predict accurately the average life of a
particular mortgage-related security. Although mortgage-related securities are
issued with stated maturities of up to forty years, unscheduled or early
payments of principal and interest on the mortgages may shorten considerably the
securities' effective maturities.

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GOVERNMENT AND AGENCY MORTGAGE-RELATED SECURITIES. The principal issuers or
guarantors of mortgage-related securities are the Government National Mortgage
Association ("GNMA"), Fannie Mae ("FNMA") and the Federal Home Loan Mortgage
Corporation ("FHLMC"). GNMA, a wholly-owned U.S. Government corporation within
the Department of Housing and Urban Development ("HUD"), creates pass-through
securities from pools of government guaranteed (Federal Housing Authority or
Veterans Administration) mortgages. The principal and interest on GNMA
pass-through securities are backed by the full faith and credit of the U.S.
Government.

FNMA, which is a U.S. Government-sponsored corporation owned entirely by private
stockholders that is subject to regulation by the Secretary of HUD, and FHLMC, a
corporate instrumentality of the U.S. Government, issue pass-through securities
from pools of conventional and federally insured and/or guaranteed residential
mortgages. FNMA guarantees full and timely payment of all interest and
principal, and FHMLC guarantees timely payment of interest and ultimate
collection of principal of its pass-through securities. Mortgage-related
securities from FNMA and FHLMC are not backed by the full faith and credit of
the U.S. Government.

PRIVATELY ISSUED MORTGAGE-RELATED SECURITIES. Investors Bond Fund may invest in
privately issued mortgage-related securities. Mortgage-related securities
offered by private issuers include pass-through securities comprised of pools of
conventional residential mortgage loans; mortgage-backed bonds, which are
considered to be debt obligations of the institution issuing the bonds and are
collateralized by mortgage loans; and bonds and collateralized mortgage
obligations that are collateralized by mortgage-related securities issued by
GNMA, FNMA or FHLMC or by pools of conventional mortgages of multi-family or of
commercial mortgage loans.

Privately-issued mortgage-related securities generally offer a higher rate of
interest (but greater credit and interest rate risk) than securities issued by
U.S. Government issuers because there are no direct or indirect governmental
guarantees of payment. Many non-governmental issuers or servicers of
mortgage-related securities guarantee or provide insurance for timely payment of
interest and principal on the securities. The market for privately-issued
mortgage-related securities is smaller and less liquid than the market for
mortgage-related securities issued by U.S. government issuers. Investors High
Grade Bond Fund may not invest in privately issued mortgage-related securities.

STRIPPED MORTGAGE-RELATED SECURITIES. Investors Bond Fund may invest in stripped
mortgage-related securities. Stripped mortgage-related securities are
multi-class mortgage-related securities that are created by separating the
securities into their principal and interest components and selling each piece
separately. Stripped mortgage-related securities are usually structured with two
classes that receive different proportions of the interest and principal
distributions in a pool of mortgage assets. Investors High Grade Bond Fund may
not invest in stripped mortgage-related securities.

ADJUSTABLE RATE MORTGAGE SECURITIES. Adjustable rate mortgage securities
("ARMs") are pass-through securities representing interests in pools of mortgage
loans with adjustable interest rates that are reset at periodic intervals,
usually by reference to some interest rate index or market interest rate, and
that may be subject to certain limits. Although the rate adjustment feature may
reduce sharp changes in the value of adjustable rate securities, these
securities can change in value based on changes in market interest rates or
changes in the issuer's creditworthiness. Changes in the interest rates on ARMs
may lag behind changes in prevailing market interest rates. This may result in a
slightly lower net value until the interest rate resets to market rates. Thus, a
Fund could suffer some principal loss if the Fund sold the securities before the
interest rates on the underlying mortgages were adjusted to reflect current
market rates. Some adjustable rate securities (or the underlying mortgages) are
subject to caps or floors, that limit the maximum change in interest rates
during a specified period or over the life of the security.

COLLATERALIZED MORTGAGE OBLIGATIONS. Collateralized mortgage obligations
("CMOs") are multiple-class debt obligations that are fully collateralized by
mortgage-related pass-through securities or by pools of mortgages ("Mortgage
Assets"). Payments of principal and interest on the Mortgage Assets are passed
through to the holders of the CMOs as they are received, although certain
classes (often referred to as "tranches") of CMOs have priority over other
classes with respect to the receipt of mortgage prepayments.

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Multi-class mortgage pass-through securities are interests in trusts that hold
Mortgage Assets and that have multiple classes similar to those of CMOs.
Payments of principal of and interest on the underlying Mortgage Assets (and in
the case of CMOs, any reinvestment income thereon) provide funds to pay debt
service on the CMOs or to make scheduled distributions on the multi-class
mortgage pass-through securities. Parallel pay CMOs are structured to provide
payments of principal on each payment date to more than one class. These
simultaneous payments are taken into account in calculating the stated maturity
date or final distribution date of each class, which, as with other CMO
structures, must be retired by its stated maturity date or final distribution
date but may be retired earlier. Planned amortization class mortgage-related
securities ("PAC Bonds") are a form of parallel pay CMO. PAC Bonds are designed
to provide relatively predictable payments of principal provided that, among
other things, the actual prepayment experience on the underlying mortgage loans
falls within a contemplated range. CMOs may have complicated structures and
generally involve more risks than simpler forms of mortgage-related securities.

ASSET-BACKED SECURITIES. Investors High Grade Bond Fund and Investors Bond Fund
may invest in asset-backed securities. Asset-backed securities, which have
structural characteristics similar to mortgage-related securities but have
underlying assets that are not mortgage loans or interests in mortgage loans.
Asset-backed securities represent fractional interests in, or are secured by and
payable from, pools of assets such as motor vehicle installment sales contracts,
installment loan contracts, leases of various types of real and personal
property and receivables from revolving credit (for example, credit card)
agreements. Assets are securitized through the use of trusts and special purpose
corporations that issue securities that are often backed by a pool of assets
representing the obligations of a number of different parties. Asset-backed
securities have structures and characteristics similar to those of
mortgage-related securities and, accordingly, are subject to many of the same
risks, although often, to a greater extent.

MUNICIPAL SECURITIES. TaxSaver Bond Fund, Maine Municipal Bond Fund and New
Hampshire Bond Fund may invest in municipal securities. Municipal securities are
issued by the states, territories and possessions of the United States, their
political subdivisions (such as cities, counties and towns) and various
authorities (such as public housing or redevelopment authorities),
instrumentalities, public corporations and special districts (such as water,
sewer or sanitary districts) of the states, territories and possessions of the
United States or their political subdivisions. In addition, municipal securities
include securities issued by or on behalf of public authorities to finance
various privately operated facilities, such as industrial development bonds,
that are backed only by the assets and revenues of the non-governmental user
(such as hospitals and airports). Normally, TaxSaver Bond Fund will not invest
greater than 25% of its total assets in issuers located in any one state,
territory or possession. New Hampshire Bond Fund may invest up to 25% of its
total assets in municipal securities issued by Puerto Rico, other United States
territories or possessions and their subdivisions, authorities and corporations
the income from which is not subject to Federal income tax or New Hampshire
state interest and dividends taxes. Maine Municipal Bond Fund may invest up to
25% of its total assets in issuers located in any one territory or possession of
the United States.

Municipal securities are issued to obtain funds for a variety of public
purposes, including general financing for state and local governments, or
financing for specific projects or public facilities. Municipal securities are
classified as general obligation or revenue bonds or notes. General obligation
securities are secured by the issuer's pledge of its full faith, credit and
taxing power for the payment of principal and interest. Revenue securities are
payable from revenue derived from a particular facility, class of facilities or
the proceeds of a special excise tax or other specific revenue source but not
from the issuer's general taxing power. TaxSaver Bond Fund will not invest more
than 25% of its total assets in a single type of revenue bond. Private activity
bonds and industrial revenue bonds do not carry the pledge of the credit of the
issuing municipality, but generally are guaranteed by the corporate entity on
whose behalf they are issued.

Municipal leases are entered into by state and local governments and authorities
to acquire equipment and facilities such as fire and sanitation vehicles,
telecommunications equipment and other assets. Municipal leases (which normally
provide for title to the leased assets to pass eventually to the government
issuer) have evolved as a means for governmental issuers to acquire property and
equipment without meeting the constitutional and statutory requirements for the
issuance of debt. The debt-issuance limitations of many state constitutions and

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statutes are deemed to be inapplicable because of the inclusion in many leases
or contracts of "non-appropriation" clauses that provide that the governmental
issuer has no obligation to make future payments under the lease or contract
unless money is appropriated for such purpose by the appropriate legislative
body on a yearly or other periodic basis.

VARIABLE AND FLOATING RATE SECURITIES. Each Fund may invest in variable and
floating rate securities. Debt securities have variable or floating rates of
interest and, under certain limited circumstances, may have varying principal
amounts. These securities pay interest at rates that are adjusted periodically
according to a specified formula, usually with reference to one or more interest
rate indices or market interest rates (the "underlying index"). The interest
paid on these securities is a function primarily of the underlying index upon
which the interest rate adjustments are based. These adjustments minimize
changes in the market value of the obligation. Similar to fixed rate debt
instruments, variable and floating rate instruments are subject to changes in
value based on changes in market interest rates or changes in the issuer's
creditworthiness. The rate of interest on securities may be tied to U.S.
Government Securities or indices on those securities as well as any other rate
of interest or index. Certain variable rate securities pay interest at a rate
that varies inversely to prevailing short-term interest rates (sometimes
referred to as "inverse floaters"). Certain inverse floaters may have an
interest rate reset mechanism that multiplies the effects of changes in the
underlying index. This mechanism may increase the volatility of the security's
market value while increasing the security's yield.

Variable and floating rate demand notes of corporations are redeemable upon a
specified period of notice. These obligations include master demand notes that
permit investment of fluctuating amounts at varying interest rates under direct
arrangements with the issuer of the instrument. The issuer of these obligations
often has the right, after a given period, to prepay the outstanding principal
amount of the obligations upon a specified number of days' notice.

Certain securities may have an initial principal amount that varies over time
based on an interest rate index, and, accordingly, a Fund might be entitled to
less than the initial principal amount of the security upon the security's
maturity. A Fund intends to purchase these securities only when the Adviser
believes the interest income from the instrument justifies any principal risks
associated with the instrument. The Adviser may attempt to limit any potential
loss of principal by purchasing similar instruments that are intended to provide
an offsetting increase in principal. There can be no assurance that the Adviser
will be able to limit the effects of principal fluctuations and, accordingly, a
Fund may incur losses on those securities even if held to maturity without
issuer default.

There may not be an active secondary market for any particular floating or
variable rate instruments, which could make it difficult for a Fund to dispose
of the instrument during periods that the Fund is not entitled to exercise any
demand rights it may have. A Fund could, for this or other reasons, suffer a
loss with respect to those instruments. The Adviser monitors the liquidity of
each Fund's investment in variable and floating rate instruments, but there can
be no guarantee that an active secondary market will exist.

STAND-BY COMMITMENTS. TaxSaver Bond Fund, Maine Municipal Bond Fund and New
Hampshire Bond Fund may purchase municipal securities on a stand-by commitment
basis. A stand-by commitment is the right to resell a security to the seller at
an agreed upon price or yield within a specified period prior to its maturity
date. Securities with a stand-by commitment are generally more expensive if the
same securities were without the commitment. Stand-by commitments allow a Fund
to invest in a security while preserving its liquidity to meet unanticipated
redemptions. A Fund will enter into stand-by commitments only with banks or
municipal security dealers that the Adviser believes have minimal credit risk.
The value of a stand-by commitment is dependent on the ability of the writer to
meet its repurchase obligation.

PARTICIPATION INTERESTS. TaxSaver Bond Fund, Maine Municipal Bond Fund and New
Hampshire Bond Fund may invest in participation interests. Participation
interests are interests in loans or securities in which a Fund may invest
directly that are owned by banks or other institutions. A participation interest
gives a Fund an undivided proportionate interest in a loan or security
determined by the Fund's investment. Participation interests may carry a demand
feature permitting the holder to tender the interests back to the bank or other
institution. Participation interests, however, do not provide the Fund with any
right to enforce compliance by the borrower, nor any rights of set-off against
the borrower and the Portfolio may not directly benefit from any collateral
supporting the loan in which it purchased a participation interest. As a result,

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the Fund will assume the credit risk of both the borrower and the lender that is
selling the participation interest.

2. RISKS

GENERAL. The market value of the interest-bearing debt securities held by a Fund
will be affected by changes in interest rates. There is normally an inverse
relationship between the market value of securities sensitive to prevailing
interest rates and actual changes in interest rates. The longer the remaining
maturity (and duration) of a security, the more sensitive the security is to
changes in interest rates. All debt securities, including U.S. Government
Securities, can change in value when there is a change in interest rates.
Changes in the ability of an issuer to make payments of interest and principal
and in the markets' perception of an issuer's creditworthiness will also affect
the market value of that issuer's debt securities. As a result, an investment in
a Fund is subject to risk even if all debt securities in the Fund's investment
portfolio are paid in full at maturity. In addition, certain debt securities may
be subject to extension risk, which refers to the change in total return on a
security resulting from an extension or abbreviation of the security's maturity.

Yields on debt securities, including municipal securities, are dependent on a
variety of factors, including the general conditions of the debt securities
markets, the size of a particular offering, the maturity of the obligation and
the rating of the issue. Debt securities with longer maturities tend to produce
higher yields and are generally subject to greater price movements than
obligations with shorter maturities. A portion of the municipal securities held
by a Fund may be supported by credit and liquidity enhancements, such as letters
of credit (which are not covered by federal deposit insurance) or puts or demand
features of third party financial institutions, generally domestic and foreign
banks.

The issuers of debt securities are subject to the provisions of bankruptcy,
insolvency and other laws affecting the rights and remedies of creditors that
may restrict the ability of the issuer to pay, when due, the principal of and
interest on its debt securities. The possibility exists therefore, that, as a
result of bankruptcy, litigation or other conditions, the ability of an issuer
to pay, when due, the principal of and interest on its debt securities may
become impaired.

CREDIT RISK. Each Fund's investments in debt securities are subject to credit
risk relating to the financial condition of the issuers of the securities that
each Fund holds. To limit credit risk, Investors High Grade Bond Fund generally
invests in debt securities rated in the three highest rating categories by an
NRSRO and each other generally buys debt securities that are rated in the top
four long-term rating categories by an NRSRO or in the top two short-term rating
categories by an NRSRO. Moody's, Standard & Poor's and other NRSROs are private
services that provide ratings of the credit quality of debt obligations,
including convertible securities. A description of the range of ratings assigned
to various types of securities by several NRSROs is included in Appendix B. The
Adviser may use these ratings to determine whether to purchase, sell or hold a
security. Ratings are not, however, absolute standards of quality. Credit
ratings attempt to evaluate the safety of principal and interest payments and do
not evaluate the risks of fluctuations in market value. Consequently, similar
securities with the same rating may have different market prices. In addition,
rating agencies may fail to make timely changes in credit ratings and the
issuer's current financial condition may be better or worse than a rating
indicates.

Each Fund may retain a security that ceases to be rated or whose rating has been
lowered below the Fund's lowest permissible rating category if the Adviser
determines that retaining the security is in the best interests of the Fund.
Because a downgrade often results in a reduction in the market price of the
security, sale of a downgraded security may result in a loss.

Each Fund may purchase unrated securities if the Adviser determines that the
security is of comparable quality to a rated security that the Fund may
purchase. Unrated securities may not be as actively traded as rated securities.

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involved. The ability of a Fund to successfully utilize mortgage-related
securities depends in part upon the ability of the Advisers to forecast interest
rates and other economic factors correctly. Some mortgage-related securities
have structures that make their reaction to interest rate changes and other
factors difficult to predict.

Prepayments of principal of mortgage-related securities by mortgagors or
mortgage foreclosures affect the average life of the mortgage-related
securities. The occurrence of mortgage prepayments is affected by various
factors, including the level of interest rates, general economic conditions, the
location and age of the mortgages and other social and demographic conditions.
In periods of rising interest rates, the prepayment rate tends to decrease,
lengthening the average life of a pool of mortgage-related securities. In
periods of falling interest rates, the prepayment rate tends to increase,
shortening the average life of a pool. The volume of prepayments of principal on
the mortgages underlying a particular mortgage-related security will influence
the yield of that security, affecting the Fund's yield. Because prepayments of
principal generally occur when interest rates are declining, it is likely that a
Fund, to the extent it retains the same percentage of debt securities, may have
to reinvest the proceeds of prepayments at lower interest rates than those of
their previous investments. If this occurs, a Fund's yield will correspondingly
decline. Thus, mortgage-related securities may have less potential for capital
appreciation in periods of falling interest rates (when prepayment of principal
is more likely) than other debt securities of comparable duration, although they
may have a comparable risk of decline in market value in periods of rising
interest rates. A decrease in the rate of prepayments may extend the effective
maturities of mortgage-related securities, reducing their sensitivity to changes
in market interest rates. To the extent that a Fund's purchase mortgage-related
securities at a premium, unscheduled prepayments, which are made at par, result
in a loss equal to any unamortized premium.

To lessen the effect of the failures by obligors on Mortgage Assets to make
payments, CMOs and other mortgage-related securities may contain elements of
credit enhancement, consisting of either (1) liquidity protection or (2)
protection against losses resulting after default by an obligor on the
underlying assets and allocation of all amounts recoverable directly from the
obligor and through liquidation of the collateral. This protection may be
provided through guarantees, insurance policies or letters of credit obtained by
the issuer or sponsor from third parties, through various means of structuring
the transaction or through a combination of these. A Fund will not pay any
additional fees for credit enhancements for mortgage-related securities,
although the credit enhancement may increase the costs of the mortgage-related
securities.

ASSET-BACKED SECURITIES. Like mortgages underlying mortgage-related securities,
the collateral underlying asset-backed securities are subject to prepayment,
which may reduce the overall return to holders of asset-backed securities.
Asset-backed securities present certain additional and unique risks. Primarily,
these securities do not always have the benefit of a security interest in
collateral comparable to the security interests associated with mortgage-related
securities. Credit card receivables are generally unsecured and the debtors are
entitled to the protection of a number of state and federal consumer credit
laws, many of which give such debtors the right to set-off certain amounts owed
on the credit cards, thereby reducing the balance due. Automobile receivables
generally are secured by automobiles. Most issuers of automobile receivables
permit the loan servicers to retain possession of the underlying obligations. If
the servicer were to sell these obligations to another party, there is a risk
that the purchaser would acquire an interest superior to that of the holders of
the asset-backed securities. In addition, because of the large number of
vehicles involved in a typical issuance and the technical requirements under
state laws, the trustee for the holders of the automobile receivables may not
have a proper security interest in the underlying automobiles. As a result, the
risk that recovery on repossessed collateral might be unavailable or inadequate
to support payments on asset-backed securities is greater for asset-backed
securities than for mortgage-related securities. In addition, because
asset-backed securities are relatively new, the market experience in these
securities is limited and the market's ability to sustain liquidity through all
phases of an interest rate or economic cycle has not been tested.

NON-INVESTMENT GRADE SECURITIES. Each Fund except Investors High Grade Bond Fund
may invest in securities rated below the fourth highest rating category by an
NRSRO or which are unrated and judged by the Adviser to be comparable quality.
Such high risk securities (commonly referred to as "junk bonds") are not
considered to be investment grade and have speculative or predominantly
speculative characteristics. Non-investment grade, high risk securities provide
poor protection for payment of principal and interest but may have greater
potential for capital appreciation than do higher quality securities. These

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lower rated securities involve greater risk of default or price changes due to
changes in the issuers' creditworthiness than do higher quality securities. The
market for these securities may be thinner and less active than that for higher
quality securities, which may affect the price at which the lower rated
securities can be sold. In addition, the market prices of lower rated securities
may fluctuate more than the market prices of higher quality securities and may
decline significantly in periods of general economic difficulty or rising
interest rates.

C. OPTIONS AND FUTURES

1. GENERAL

Investors High Grade Bond Fund, Investors Bond Fund and TaxSaver Bond Fund do
not currently invest in options and futures contracts. In the future, each Fund
may seek to hedge against a decline in the value of securities it owns or an
increase in the price of securities that it plans to purchase by purchasing
options and writing (selling) covered options. Each Fund may purchase or write
options on securities in which it invests and on any securities index based in
whole or in part on securities in which it may invest.

A Fund may buy and sell interest rate futures contracts on Treasury bills,
Treasury bonds and on other financial instruments. TaxSaver Bond Fund may also
purchase and sell municipal bond index futures contracts. A Fund may write put
and call options and purchase options on permissible futures contracts. A Fund
may only invest in options traded on an exchange or in an over-the-counter
market.

2. OPTIONS AND FUTURES STRATEGIES

OPTIONS ON SECURITIES. A call option is a contract under which the purchaser of
the call option, in return for a premium paid, has the right to buy the security
(or index) underlying the option at a specified exercise price at any time
during the term of the option. The writer of the call option, who receives the
premium, has the obligation upon exercise of the option to deliver the
underlying security against payment of the exercise price. A put option gives
its purchaser, in return for a premium, the right to sell the underlying
security at a specified price during the term of the option. The writer of the
put, who receives the premium, has the obligation to buy, upon exercise of the
option, the underlying security (or a cash amount equal to the value of the
index) at the exercise price. The amount of a premium received or paid for an
option is based upon certain factors, including the market price of the
underlying security, the relationship of the exercise price to the market price,
the historical price volatility of the underlying security, the option period,
and interest rates.

OPTIONS ON INDICES. An index assigns relative values to the securities in the
index, and the index fluctuates with changes in the market values of the
securities included in the index. Index options operate in the same way as the
more traditional options on securities except that index options are settled
exclusively in cash and do not involve delivery of securities. Thus, upon
exercise of index options, the purchaser will realize and the writer will pay an
amount based on the differences between the exercise price and the closing price
of the index.

OPTIONS ON FUTURES. Options on futures contracts are similar to options on
securities except that an option on a futures contract gives the purchaser the
right, in return for the premium paid, to assume a position in a futures
contract rather than to purchase or sell security, at a specified exercise price
at any time during the period of the option. Upon exercise of the option, the
delivery of the futures position to the holder of the option will be accompanied
by transfer to the holder of an accumulated balance representing the amount by
which the market price of the futures contract exceeds, in the case of a call,
or is less than, in the case of a put, the exercise price of the option on the
future.

FUTURES CONTRACTS AND INDEX FUTURES CONTRACTS. A futures contract is a bilateral
agreement where one party agrees to accept, and the other party agrees to make,
delivery of cash, an underlying debt security or a currency, as called for in
the contract, at a specified date and at an agreed upon price. A bond index
futures contract involves the delivery of an amount of cash equal to a specified
dollar amount multiplied by the difference between the bond index value at the
close of trading of the contract and the price at which the futures contract is

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originally struck. No physical delivery of the securities comprising the index
is made. Generally, these futures contracts are closed out prior to the
expiration date of the contracts.

3. LIMITATIONS ON OPTIONS AND FUTURES

The Fund will not hedge more than 30% of its total assets by selling futures
contracts, buying put options and writing call options. In addition, the Fund
will not buy futures contracts or write put options whose underlying value
exceed 5% of a Fund's total assets. A Fund will also not purchase call options
if the underlying value of all such options would exceed 5% of the Fund's total
assets. A Fund will not enter into futures contracts and options, if immediately
thereafter, more than 5% of the Fund's total assets would be invested in these
options or committed to margin on futures contracts.

4. RISKS

There are certain investment risks associated with options and futures
transactions. These risks include: (1) dependence on the Adviser's ability to
predict movements in the prices of individual securities and fluctuations in the
general securities markets; (2) imperfect correlations between movements in the
prices of options and movements in the price of the securities (or indices)
hedged or used for cover which may cause a given hedge not to achieve its
objective; (3) the fact that the skills and techniques needed to trade these
instruments are different from those needed to select the securities in which a
Fund invest; and (4) lack of assurance that a liquid secondary market will exist
for any particular instrument at any particular time, which, among other things,
may hinder a Fund's ability to limit exposures by closing its positions.

Other risks include the inability of a Fund, as the writer of covered call
options, to benefit from any appreciation of the underlying securities above the
exercise price, and the possible loss of the entire premium paid for options
purchased by the Fund. In addition, the futures exchanges may limit the amount
of fluctuation permitted in certain futures contract prices on related options
during a single trading day. A Fund may be forced, therefore, to liquidate or
close out a futures contract position at a disadvantageous price. There is no
assurance that a counterparty in an over-the-counter option transaction will be
able to perform its obligations. A Fund may use various futures contracts that
are relatively new instruments without a significant trading history. As a
result, there can be no assurance that an active secondary market in those
contracts will develop or continue to exist. A Fund's activities in the futures
and options markets may result in higher portfolio turnover rates and additional
brokerage costs, which could reduce a Fund's yield or return.

D. ILLIQUID AND RESTRICTED SECURITIES

1. GENERAL

No Fund may acquire securities or invest in repurchase agreements if, as a
result, more than 15% of the Fund's net assets (taken at current value) would be
invested in illiquid securities.

The term "illiquid securities" means securities that cannot be disposed of
within seven days in the ordinary course of business at approximately the amount
at which a Fund has valued the securities. Illiquid securities include: (1)
repurchase agreements not entitling the holder to payment of principal within
seven days (2) purchased over-the-counter options; (3) securities which are not
readily marketable; and (4) except as otherwise determined by the Adviser,
securities subject to contractual or legal restrictions on resale because they
have not been registered under the 1933 Act ("restricted securities").

2. RISKS

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no assurance that a liquid market will exist for any security at any particular
time. Any security, including securities determined by the Adviser to be liquid,
can become illiquid.

3. DETERMINATION OF LIQUIDITY

The Board has the ultimate responsibility for determining whether specific
securities are liquid or illiquid and has delegated the function of making
determinations of liquidity to the Adviser, pursuant to guidelines approved by
the Board. The Adviser determines and monitors the liquidity of the portfolio
securities and reports periodically on its decisions to the Board. The Adviser
takes into account a number of factors in reaching liquidity decisions,
including but not limited to: (1) the frequency of trades and quotations for the
security; (2) the number of dealers willing to purchase or sell the security and
the number of other potential buyers; (3) the willingness of dealers to
undertake to make a market in the security; and (4) the nature of the
marketplace trades, including the time needed to dispose of the security, the
method of soliciting offers, and the mechanics of the transfer.

E. REPURCHASE AGREEMENTS

1. GENERAL

Each Fund may enter into repurchase agreements. Repurchase agreements are
transactions in which a Fund purchases securities from a bank or securities
dealer and simultaneously commits to resell the securities to the bank or dealer
at an agreed-upon date and at a price reflecting a market rate of interest
unrelated to the purchased security. During the term of a repurchase agreement,
each Fund's custodian maintains possession of the purchased securities and any
underlying collateral, which is maintained at not less than 100% of the
repurchase price. Repurchase agreements allow a Fund to earn income on its
uninvested cash for periods as short as overnight, while retaining the
flexibility to pursue longer-term investments.

2. RISKS

Repurchase Agreements involve credit risk. Credit risk is the risk that a
counterparty to a transaction will be unable to honor its financial obligation.
In the event that bankruptcy, insolvency or similar proceedings are commenced
against a counterparty, a Fund may have difficulties in exercising its rights to
the underlying securities or currencies, as applicable. A Fund may incur costs
and expensive time delays in disposing of the underlying securities and it may
suffer a loss. Failure by the other party to deliver a security or currency
purchased by a Fund may result in a missed opportunity to make an alternative
investment. Favorable insolvency laws that allow a Fund, among other things, to
liquidate the collateral held in the event of the bankruptcy of the counterparty
reduce counterparty insolvency risk with respect to repurchase agreements

F. LEVERAGE TRANSACTIONS

1. GENERAL

Each Fund may use leverage to increase potential returns. Leverage involves
special risks and may involve speculative investment techniques. Leverage exists
when cash made available to a Fund through an investment technique is used to
make additional Fund investments. Borrowing for other than temporary or
emergency purposes, lending portfolio securities, entering into purchasing
securities on a when-issued, delayed delivery or forward commitment basis and
the use of swaps and related agreements are transactions that result in
leverage. A Fund uses these investment techniques only when the Advisers believe
that the leveraging and the returns available to the Fund from investing the
cash will provide investors a potentially higher return.

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BORROWING. Each Fund may borrow money from banks for temporary or emergency
purposes in an amount up to 33 1/3% of the Fund's total assets. Each Fund may
borrow money for any other purposes so long as such borrowings do not exceed 10%
of the Fund's total assets. The purchase of securities is prohibited if a Fund's
borrowing exceeds 10% or more of the Fund's total assets.

SECURITIES LENDING. As a fundamental policy, each Fund may lend portfolio
securities in an amount up to 10% of its total assets to brokers, dealers and
other financial institutions. Securities loans must be continuously
collateralized and the collateral must have market value at least equal to the
value of the Fund's loaned securities, plus accrued interest. In a portfolio
securities lending transaction, a Fund receives from the borrower an amount
equal to the interest paid or the dividends declared on the loaned securities
during the term of the loan as well as the interest on the collateral
securities, less any fees (such as finders or administrative fees) the Fund pays
in arranging the loan. The Fund may share the interest it receives on the
collateral securities with the borrower. The terms of a Fund's loans permit the
Fund to reacquire loaned securities on five business days' notice or in time to
vote on any important matter. Loans are subject to termination at the option of
a Fund or the borrower at any time, and the borrowed securities must be returned
when the loan is terminated.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS. A Fund may purchase securities
offered on a "when-issued" basis and may purchase or sell securities on a
"forward commitment" basis. When these transactions are negotiated, the price,
which is generally expressed in yield terms, is fixed at the time the commitment
is made, but delivery and payment for the securities take place at a later date.
Normally, the settlement date occurs within two months after the transaction,
but delayed settlements beyond two months may be negotiated. During the period
between a commitment and settlement, no payment is made for the securities
purchased by the purchaser and thus, no interest accrues to the purchaser from
the transaction. At the time a Fund makes the commitment to purchase securities
on a when-issued or delayed delivery basis, the Fund will record the transaction
as a purchase and thereafter reflect the value each day of such securities in
determining its net asset value.

No Fund will enter into a when-issued or forward commitment if, as a result,
more than 15% of the Fund's total assets would be committed to such
transactions.

SWAPS, CAPS FLOORS AND COLLARS. Investors Bond Fund and TaxSaver Bond Fund may
enter into interest rate, currency and mortgage (or other asset) swaps, and may
purchase and sell interest rate "caps," "floors" and "collars." Interest rate
swaps involve the exchange by a Fund and a counterparty of their respective
commitments to pay or receive interest (e.g., an exchange of floating rate
payments for fixed rate payments). Mortgage swaps are similar to interest rate
swap agreements, except that the contractually-based principal amount (the
"notional principal amount") is tied to a reference pool of mortgages. Currency
swaps' notional principal amount is tied to one or more currencies, and the
exchange commitments can involve payments in the same or different currencies.
The purchase of an interest rate cap entitles the purchaser, to the extent that
a specified index exceeds a predetermined interest rate, to receive payments of
interest on the notional principal amount from the party selling the cap. The
purchase of an interest rate floor entitles the purchaser, to the extent that a
specified index falls below a predetermined value, to receive payments on a
notional principal amount from the party selling such floor. A collar entitles
the purchaser to receive payments to the extent a specified interest rate falls
outside an agreed range.

A Fund will enter into these transactions primarily to preserve a return or a
spread on a particular investment or portion of its portfolio or to protect
against any interest rate fluctuations or increase in the price of securities it
anticipates purchasing at a later date. A Fund use these transactions as a hedge
and not as a speculative investment, and will enter into the transactions in
order to shift the Fund's investment exposure from one type of investment to
another.

The use of interest rate protection transactions is a highly specialized
activity that involves investment techniques and risks different from those
associated with ordinary portfolio securities transactions. If an Adviser
incorrectly forecasts market values, interest rates and other applicable
factors, there may be considerable impact on a Fund's performance. Even if the
Advisers are correct in their forecasts, there is a risk that the transaction
may correlate imperfectly with the price of the asset or liability being hedged.

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2. RISKS

Leverage creates the risk of magnified capital losses. Losses incurred by a Fund
may be magnified by borrowings and other liabilities that exceed the equity base
of the Fund. Leverage may involve the creation of a liability that requires a
Fund to pay interest (for instance, reverse repurchase agreements) or the
creation of a liability that does not entail any interest costs (for instance,
forward commitment costs).

The risks of leverage include a higher volatility of the net asset value of the
Fund's securities and the relatively greater effect on the net asset value of
the securities caused by favorable or adverse market movements or changes in the
cost of cash obtained by leveraging and the yield from invested cash. So long as
a Fund is able to realize a net return on its investment portfolio that is
higher than interest expense incurred, if any, leverage will result in higher
current net investment income for the Fund than if the Fund were not leveraged.
Changes in interest rates and related economic factors could cause the
relationship between the cost of leveraging and the yield to change so that
rates involved in the leveraging arrangement may substantially increase relative
to the yield on the obligations in which the proceeds of the leveraging have
been invested. To the extent that the interest expense involved in leveraging
approaches the net return on a Fund's investment portfolio, the benefit of
leveraging will be reduced, and, if the interest expense on borrowings were to
exceed the net return to investors, the Fund's use of leverage would result in a
lower rate of return than if the Fund were not leveraged. In an extreme case, if
a Fund's current investment income were not sufficient to meet the interest
expense of leveraging, it could be necessary for the Fund to liquidate certain
of its investments at an inappropriate time.

SEGREGATED ACCOUNTS. In order to attempt to reduce the risks involved in various
transactions involving leverage, each Fund's custodian will set aside and
maintain, in a segregated account, cash and liquid securities. The account's
value, which is marked to market daily, will be at least equal to a Fund's
commitments under these transactions.

G. CORE AND GATEWAY(R)

Each Fund may seek to achieve its investment objective by converting to a Core
and Gateway(R) structure. A Fund operating under a Core and Gateway(R) structure
holds, as its only investment, shares of another investment company having
substantially the same investment objective and policies. The Board will not
authorize conversion to a Core and Gateway(R) structure if it would materially
increase costs to a Fund's shareholders. The Board will not convert a Fund to a
Core and Gateway(R) structure without notice to the shareholders.

H. TEMPORARY DEFENSIVE POSITION

A Fund may hold cash or cash equivalents, such as high quality money market
instruments, pending investment and to provide flexibility in meeting
redemptions and paying expenses. Maine Municipal Bond Fund may invest up to 20%
of its net assets in cash or cash equivalents.

A Fund may also assume a temporary defensive position and may invest without
limit in commercial paper and other money market instruments that are of prime
quality. Prime quality instruments are those instruments that are rated in one
of the two highest short-term rating categories by an NRSRO or, if not rated,
determined by the Adviser to be of comparable quality.

Money market instruments usually have maturities of one year or less and fixed
rates of return. The money market instruments in which a Fund may invest include
U.S. Government Securities, time deposits, bankers acceptances and certificates
of deposit corporate notes and short-term bonds and money market mutual funds.
The money market instruments in which a Fund may invest have variable and
floating rates of interest.

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I. YEAR 2000

2. CERTAIN INFORMATION CONCERNING THE STATES OF MAINE AND NEW HAMPSHIRE

A. STATE OF MAINE

Material in this section has been compiled from numerous sources including "The
Maine Economy: Year-End Review and Outlook, 1998" prepared and published by the
Economics Division of the Maine State Planning Office; "State of Maine, Bureau
of the Budget, Presentation to Bond Rating Agencies, May 1999;" and "State of
Maine Presentation to Moody's Investors Service, May 21, 1999." In addition,
certain information was obtained from the Final Official Statement of the State
of Maine dated June 8, 1999, and published in connection with the issuance on
June 22, 1999 of $71,285,000 State of Maine general obligation bonds dated June
1, 1999. Other information concerning Maine budgetary matters was obtained from
official legislative documents, the Office of the Commissioner of the Maine
Department of Administrative and Financial Services, the Office of the Treasurer
of the State of Maine, the Bureau of the Budget of the Maine Department of
Administrative and Financial Services, the Office of Fiscal and Program Review
of the Maine Legislature, the Maine State Planning Office, and the Maine State
Retirement System. The most recent information concerning credit ratings on debt
issued by or on behalf of the State of Maine and its subordinate agencies was
obtained from credit reports for the State of Maine published by S&P on June 16,
1999, by Moody's on June 7, 1999, and by Fitch on June 7, 1999.

Although the information derived from the above sources is believed to be
accurate, none of the information obtained from these sources has been verified
independently. While the following summarizes the most current information
available from the above sources, it does not reflect economic conditions or
developments that may have occurred or trends which may have materialized since
the dates indicated.

The State of Maine, which includes nearly one-half of the total land area of the
six New England states, currently has a population of approximately 1,242,000.
The structure of the Maine economy is similar to that of the nation as a whole,
except that the Maine economy historically has had more activity in
manufacturing, defense-related activities, and tourism, and less activity in
finance and services. Recently, however, the manufacturing and defense-related
sectors of Maine's economy have decreased significantly, and the service
industry, retail, and financial services sectors of Maine's economy have
increased significantly.

During the 1980's, Maine's economy surpassed national averages in virtually all
significant measures of economic growth. During this ten-year period, Maine real
economic growth was 40% as measured by the Maine Economic Growth Index ("EGI"),
a broad-based measure of economic growth, which is corrected for inflation. This
economic growth compares to national real economic growth during the 1980's of
26% and 29%, measured by the United States Economic Growth Index and real Gross
National Product respectively. During this time period, resident employment in
Maine increased by 21%, while resident employment nationally increased by 19%.
Inflation-adjusted retail sales in Maine during this period increased by 72%, as
opposed to a 32% increase in such retail sales nationally. During the 1980's,
per capita personal income in Maine rose from 44th in the nation in 1979, to
26th in the nation in 1989, or from 81% to 92% of the national average of per
capita personal income.

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Beginning in the fourth quarter of 1989, however, the Maine economy experienced
a substantial temporary decline. For example, the Maine economy sustained only
0.8% real growth in 1989, and experienced real growth of -1.1% in 1990 and -2.6%
in 1991. Data show that the Maine economy began a sustained decline during the
fourth quarter of 1989, and the second quarter of 1991 saw the seventh
consecutive quarterly decline in the Maine EGI. The third and fourth quarters of
1991 showed barely positive economic growth of 0.9% and 0.2% respectively.
Economic recovery in Maine also has been hindered by significant losses in
defense-related jobs, with the State losing since 1990 approximately 20% of its
defense-dependent employment, which peaked at 63,000 jobs in 1989. During the
1989-1991 period also, the State lost 6% of its entire job base.

Since 1991 the Maine economy has experienced a modest and sustained recovery,
and this recovery recently has become more pronounced. In the words of the
Economics Division of the Maine State Planning Office, "Maine economic
performance in 1998 was the best in a decade, with virtually all major
indicators describing improvement over a strong 1997. The Maine economic outlook
calls for continued steady growth, with coastal and southern I-95 corridor
counties outperforming the balance of the State. The major dampers on Maine
economic performance continue to be slow population growth and ongoing
structural shifts in employment patterns from higher wage paying industries to
lower paying industries."

Specifically, despite consistent economic growth in recent years, Maine's
population grew by only 2% during the last decade. This has caused relatively
tight labor markets in certain parts of the State, and, in the opinion of the
State Planning Office, such labor shortages are inhibiting the ability of the
State's economy to grow at a faster rate. By September of 1998, 75% of Maine
coastal communities and Maine communities south of the I-95 corridor had
umemployment rates of less than 4%. In addition, during 1998, four of Maine's 16
counties had average unemployment rates in the 3% range, with York County at
3.1%, Sagadahoc County at 3.1%, Knox County at 3.2%, and Lincoln County at 3.3%.
Also, during 1987, one county, Cumberland, had an average unemployment rate of
only 2.4%. These are almost incompressibly-low unemployment rates. In short,
almost everyone in these counties who wants a job can find one, and employers in
these counties often actively compete for the same workers. Overall, Maine's
unemployment rate, during 1998, shrank from 5.4% to 4.3%. Also, during 1998 the
number of Maine payroll jobs expanded by more than 15,900, more than in any year
since 1998. Virtually all of this net increase in Maine jobs, however, was in
non-manufacturing sectors such as service industries and retail sales. During
1998, Maine experienced a net loss of 900 jobs in the manufacturing sector,
continuing a trend that has been evident for several years. Accordingly, while
it is accurate that in many Maine counties almost everyone who wants a job can
find one, such jobs increasing tend to be lower-paying service industry jobs
rather than higher paying manufacturing jobs.

Despite the negative factors cited above, almost all other indicators of the
Maine economy during 1998 were positive. For example, Maine payroll employment
growth in 1998 was 2.9%, the best in a decade. Employment in the services sector
grew almost twice as fast as total employment, and accounted for over half of
all new jobs during the year. The retail and wholesale trades sector accounted
for another quarter of all new jobs in Maine during 1998. The Maine construction
sector had the fastest job growth during 1998 at 6.5%, over twice the growth
rate of total employment in Maine. Regionally, job markets were strongest in the
south-coast and mid-coast counties of Maine, weaker in the central counties
(Androscoggin, Kennebec, Penobscot), and weakest in the "rim" counties comprised
of the natural-resource based counties which border upon Canada. This is a
pattern which has persisted in Maine for many years.

Certain sectors of the Maine economy performed unusually well during 1998. The
dollar value of construction contracts in Maine increased by 44.7% during 1998,
compared to a relatively strong 16.5% increase in the dollar value of such
contracts during 1997. Much of this growth in the value of Maine construction
contracts during 1998 was in the non-residential sector, but the value of Maine
residential construction contracts also increased by 17.3% during 1998, on top
of a 6.9% increase in such contracts for 1997. Maine Taxable Consumer Sales
increase by 8.9% during 1998, the greatest yearly increase in such taxable sales
in a decade, and the increase in the building supply and general merchandise
sale groups of such taxable consumer sales was the best since 1987. Also,
taxable Restaurant/Lodging sales grew 7.6% during 1998, the highest growth rate
for such sales since 1988.

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The rate of increase in Maine taxable consumer retail sales (including, among
other items, taxable retail sales related to the tourist industry) is
particularly significant for State of Maine credit purposes. Since over
one-third of Maine State government General Fund revenues are derived from a 6%
retail sales tax, the performance of taxable retail sales in Maine is directly
related to the ability of Maine State government to fund necessary governmental
expenditures, and to repay its debt. Prior to October 1, 1998, the rate of tax
on the value of most such taxable retail sales (the "General Sales Tax Rate")
was 6%. On October 1, 1998, the General Sales Tax Rate was reduced by 0.5% to
its current rate of 5.5% as a result of an automatic adjustment to the General
Sales Tax Rate enacted in 1993 and set forth at 36 MRSA ss.1811 (the "Automatic
Adjustment Act"). The Automatic Adjustment Act provides that, if General Fund
revenues for a fiscal year, as determined by the State Controller at the close
of that fiscal year, exceed General Fund revenues for the prior fiscal year by
8% or more, on a base-to-base comparison excluding one-time revenue gains and
losses, then the General Sales Tax Rate shall be reduced by 0.5% on the
subsequent October 1. Legislation enacted June 4, 1999 provided, however: (i)
that, effective July 1, 2000, the General Sales Tax Rate will be reduced from
its current rate of 5.5% to 5%; and (ii) for the repeal, retroactive to May 15,
1999, of provisions in the Automatic Adjustment Act which effect an automatic
reduction of the General Sales Tax Rate if General Fund revenues for a fiscal
year exceed General Fund revenues for the prior fiscal year by 8% or more.

A further positive factor in the growth of Maine's economy is that Maine
employers recently have experienced a substantial decrease in workers'
compensation costs. For many years, Maine possessed the highest workers'
compensation insurance rates in the country. The issue was so divisive that it
caused a shutdown of State government in 1992. Since that time, however, the
Maine Legislature has created the Maine Employers' Mutual Insurance Co. and has
passed numerous reforms in Maine's workers' compensation laws. As a result,
workers' compensation loss ratios declined 79% during the 1991-1998 period, and
workers' compensation insurance rates in Maine declined 41% during the 1994-1998
period. Another positive step concerning workers' compensation insurance rates
in Maine has been that the Maine Legislature, at the request of the Governor,
has refused, thus far, to accede to efforts by organized labor to repeal many of
the reforms in Maine's workers' compensation laws enacted since 1992.

The fiscal policies of the State of Maine are very conservative, and the State
is required by its Constitution to operate on a balanced budget. The Maine
Constitution does this by prohibiting the Legislature, by itself, from issuing
any debt by or on behalf of the State which exceeds $2,000,000 "except to
suppress insurrection, to repel invasion, or for purposes of war, and except for
temporary loans to be paid out of money raised by taxation during the fiscal
year in which they are made." The Maine Constitution also provides for the
prohibition of debt issued by or on behalf of the State to fund "current
expenditures." The Maine Constitution allows the issuance of long-term debt when
two-thirds of both houses of the Legislature pass a law authorizing the issuance
of such debt, and when the voters of the State ratify and enact such a law at a
general or special statewide election. Amendments to the Maine Constitution also
have been adopted to permit the Legislature to authorize the issuance of bonds
to insure payment of up to: (1) $6,000,000 of revenue bonds of the Maine School
Building Authority; (2) $4,000,000 of loans to Maine students attending
institutions of higher education; (3) $1,000,000 of mortgage loans for Indian
housing; (4) $4,000,000 of mortgage loans to resident Maine veterans including
businesses owned by resident Maine veterans; and (5) $90,000,000 of mortgage
loans for industrial, manufacturing, fishing, agricultural and recreational
enterprises. The Maine Constitution provides that if the Legislature fails to
appropriate sufficient funds to pay principal and interest on general obligation
bonds of the State, the State Treasurer is required to set aside sufficient
funds from the first General Fund revenues received thereafter by the State to
make such payments.

In recent years, Maine State government has avoided the Maine constitutional
balanced budget requirement by annually issuing significant amounts of tax
anticipation notes ("TANs") during the first few days after the July 1 beginning
of each new fiscal year and leaving such TANs outstanding until almost the
beginning of the next fiscal year. For example, on June 26, 1996 the State
issued $150,000,000 in TANs due June 27, 1997. Both the size of these issues and
fiscal legitimacy for them, however, has recently been criticized, and the State
is becoming more conservative with regard to the issuance of TANS . This has
been made possible largely by the continued imposition of tightly conservative
State fiscal policies that allowed the State to end the last three fiscal years
with significant revenue surpluses. No TANs were issued in the 1998 or 1999
fiscal years, and no TANs currently are planned for issuance in fiscal year
2000.

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As of April 30, 1999, there were outstanding general obligation bonds of the
State in the principal amount of $424,585,000. On June 22,1999, the State issued
$71,285,000 of general obligation bonds dated June 1, 1999. As of 1999, there
were no outstanding bond anticipation notes of the State. As of June 8, 1999,
there were authorized by the voters of the State for certain purposes but
unissued, general obligation bonds of the State in the aggregate principal
amount of $117,790,316, including the $71,285,000 in general obligation bonds
issued on June 22, 1999. As of June 8, 1999, there were authorized by the
Constitution of the State and implementing legislation but unissued, general
obligation bonds of the State in the aggregate principal amount of $99,000,000.
Various other Maine governmental agencies and quasi-governmental agencies
including, but not limited to, the Maine Municipal Bond Bank, the Maine Court
Facilities Authority, the Maine Health and Higher Educational Facilities
Authority, Maine Turnpike Authority, the Maine State Housing Authority, the
Maine Public Utility Financing Bank, and the Maine Educational Loan Authority,
issue debt for Maine governmental purposes, but this debt does not pledge the
credit of the State.

The strength of Maine's economy during the 1980's enabled the State to
accumulate relatively large unappropriated surpluses of general fund revenues.
During the economic recession of 1989 through 1992, however, Maine State
government repeatedly reduced its expenditures in order to comply with the
requirement of the Maine Constitution that State government operate on a
balanced budget. Such cuts in General Fund expenditures, other fiscal cost
reductions, and a continuing policy by the current Governor not to allow the
creation of significant new State governmental programs or the taxes to fund
such programs, have allowed the Governor and Legislature most recently to enact
a series of balanced budgets funding State services for fiscal years 1999, 2000,
and 2001.

Laws authorizing budgeted expenditures for fiscal year 1999 have been enacted
and provide for General Fund expenditures of $2,201,734,442 and Highway Fund
expenditures of $215,167,045. Laws authorizing certain expenditures to maintain
current services for fiscal years 2000 and 2001 also have been enacted and
provide, for fiscal year 2000 General Fund expenditures of $2,159,897,758 and
Highway Fund expenditures of $237,526,837 and, for fiscal year 2001, General
Fund expenditures of $2,241,357,100 and Highway Fund expenditures of
$238,848,325. In addition, as of June 8, 1999, the Governor had proposed to the
first regular session of the Legislature in 1999, for fiscal year 2000,
supplemental General Fund expenditures of $77,725,430 and supplemental Highway
Fund expenditures of $27,372,877 and, for fiscal year 2001, supplemental General
Fund expenditures of $92,392,457 and supplemental Highway Fund expenditures of
$29,470,736.

The State also maintains a "Rainy Day Fund" to be used for significant
unforeseen capital and operational expenditures. As of May 21, 1999 the balance
in the State's Rainy Day Fund was approximately $98.7 million, the highest
amount ever. There can be no assurance, however, that the budget acts for fiscal
years 2000 and 2001, and the various other statutes passed by the Maine
Legislature which affect the State's fiscal position, will not be amended by the
Legislature from time to time.

The unfunded liability of the Maine State Retirement System is a significant and
continuing problem for Maine State government. The State's independent actuaries
certified this unfunded liability to be approximately $2.5 billion as of June
30, 1998. Because of this, the State has adopted a constitutional amendment (Me.
Const. art. IX, ss.18-B) that required the Maine Legislature, beginning in
fiscal year 1997, annually to appropriate funds that will retire in 31 years or
less the System's unfunded liability attributable to State employees and
teachers. In the Second Regular Session of the 118th Maine Legislature, the
State reduced by statute the amount of time to retire the unfunded liability to
25 years from June 30, 1998. The State also has adopted a separate
constitutional amendment (Me. Const. art. IX, ss.18-A) that requires the Maine
Legislature, beginning in fiscal year 1998, annually to appropriate monies to
fund the System on an actuarially sound basis. Under Article IX, ss.18-B of the
Maine Constitution, unfunded liabilities henceforth may not be created for the
System except those resulting from experience losses, and such unfunded
liabilities resulting from experience losses must be retired over a period not
exceeding 10 years.

During the next several years, Maine may be the recipient of certain additional
revenues. Pursuant a settlement agreement (the "Settlement Agreement"), the
State of Maine is one of forty-six states that recently settled litigation
against certain manufacturers of cigarettes and other tobacco products (the
"Manufacturers"). The forty-six states (the "Settling States") had sued to
recover smoking related Medicaid costs (the "Claims"). Pursuant to the
Settlement Agreement, the Manufacturers have agreed to make certain payments to
the Settling States and the Settling States have agreed to relinquish the

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Claims, subject to certain conditions set forth in the Settlement Agreement.
Commencing in January 1999, certain initial payments were made by the
Manufacturers for the benefit of the State of Maine to a national escrow account
in accordance with the Settlement Agreement. The initial payments are expected
to continue through 2003. The State of Maine expects to receive the initial
payments to the national escrow account no later than June 30, 2000. Certain
annual payments by the Manufacturers to the State of Maine pursuant to the
Settlement Agreement are expected to commence in April 2000 and to continue for
as long as the Manufacturers remain in business. The Maine State Treasurer has
estimated the maximum amount of such payments to be made to the State of Maine
at $1.58 billion.

The monies expected to be received by the State of Maine pursuant to the
Settlement Agreement are subject to decreases, offsets, and reductions,
including a possible claim by the Federal government that up to sixty-six
percent (66%) of the settlement payments should be paid to the Federal
government as compensation for extra costs paid by the Federal government for
smoking related Medicaid costs. Accordingly, there can be no assurance as to the
amount of monies that will be received by the State of Maine pursuant to the
Settlement Agreement or as to when, if ever, such monies will be received.

Because of Maine's conservative debt policies and its constitutional requirement
that the State government operate under a balanced budget, Maine general
obligation bonds had been rated AAA by S&P and Aa1 by Moody's for many years.

On June 6, 1991, however, S&P lowered its credit rating for Maine general
obligation bonds from AAA to AA+, and at the same time lowered its credit rating
on bonds issued by the Maine Municipal Bond Bank and the Maine Court Facilities
Authority, and on State of Maine Certificates of Participation for highway
equipment, from AA to A+. In taking this action, S&P said, "The rating action is
a result of declines in key financial indicators, and continued softness in the
state economy. The new rating continues to reflect the low debt burden of the
state, an economic base that has gained greater income levels and diversity over
the 1980's, and a legislative history of dealing effectively with financial
difficulties." These ratings have remained unchanged since June 6, 1991. Because
of continuing improvements in the State of Maine economy, S&P currently views
the State's financial outlook as "stable," stating in its most recent June 9,
1999 credit report: "Led by strong growth in the financial, services, and trade
sectors, Maine's economic performance has improved considerably in recent years
with employment growth of 2.1% in 1997 and 2.9% in 1998. The strong growth
follows 0.8% growth in 1996. Projections indicate continued strong growth in
1999 (2.5%). However, according to Standard & Poor's DRI, and based on projected
limited growth in its labor force, Maine will have slower employment growth
(closer to 1%) through the end of the decade and beyond."

On August 24, 1993, citing the "effects of protracted economic slowdown and the
expectation that Maine's economy will not soon return to the pattern of robust
growth evident in the mid-1980's," Moody's lowered its State of Maine general
obligation bond rating from Aa1 to Aa. At the same time, Moody's lowered from
Aa1 to Aa the ratings assigned to state-guaranteed bonds of the Maine School
Building Authority and the Finance Authority of Maine, and confirmed at A1 the
ratings assigned to the bonds of the Maine Court Facilities Authority and State
of Maine Certificates of Participation. On May 13, 1997, Moody's "confirmed and
refined from Aa to Aa3" the State's general obligation bond rating. Moody's
refinement of the State's bond rating on May 13, 1997 was part of a general
redefinition by Moody's of its bond rating symbols published on January 13,
1997, and was not a substantive rating change. On June 5, 1998, however, citing
an "increased pace of economic recovery," Moody's raised the State's general
obligation bond rating to Aa2. In its most recent June 7, 1999 credit report,
however, Moody's reaffirmed its credit rating for Maine general obligation bonds
at Aa2, stating: "The rating reflects continued steady improvement in fund
balances and spending control, an economy displaying healthy annual growth, and
moderate debt ratios. The rating also acknowledges the ongoing fixed costs
associated with the state's large, but improving, unfunded pension liability."

For the past several years, Maine general obligation bond issues also have been
rated by Fitch. In its most recent credit report dated June 7, 1999, Fitch
reaffirmed its a rating of AA for Maine general obligation bonds, saying: "The
State of Maine's general obligation bonds are well secured with strength
especially in the low burden that debt places on resources and in the unusually
rapid rate of amortization. The economy is again growing and financial
operations have been very successful in the past two years. Institutionalization

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<PAGE>

of financial reforms, including accounting, the revenue estimation process and
debt control is of benefit, and the reserve level continues to increase."

B. STATE OF NEW HAMPSHIRE

Material in this section has been abstracted from the State of New Hampshire
Information Statement dated December 1, 1998, compiled by the Treasurer of the
State of New Hampshire and provided to prospective purchasers of debt securities
offered by the State. While information in the Information Statement is believed
to be accurate, none of that information has been independently verified. Also,
it does not reflect economic conditions or developments that may have occurred
or trends that may have materialized since the date of the Information
Statement. Additionally, economic and fiscal conditions in individual
municipalities within the State may vary from general economic and fiscal
conditions.

New Hampshire is located in the New England Region and is bordered by the states
of Maine, Massachusetts, and Vermont and the Province of Quebec, Canada. New
Hampshire's geographic area is 9,304 square miles and its July 1, 1997
population was 1,173,000, representing a 0.99% increase from 1996 levels. New
Hampshire's population had increased by more than 25% in the 1980-1996 period.

New Hampshire's per capita personal income increased by 106.4% between 1980 and
1990. In 1991 it continued to grow faster than the New England region as a whole
and in 1992 and 1993 it grew at a slightly lower rate than the region, resuming
faster growth relative to the region in 1994 and 1995. New Hampshire's per
capita personal income in 1997 was 109% of the national level, ranking 8th in
the United States.

In 1997, New Hampshire's largest employment sector was the service sector (29%
of employment), followed by retail and wholesale trade (26% of employment).
Manufacturing was the third largest sector (18.8% of employment).
Non-agricultural employment levels have remained fairly stable. The unemployment
rate declined to 2.4% in September 1998, less than the national average of 4.6%.

After a significant growth in residential building activity in the period
1980-86 (data based on residential building permits), New Hampshire's
residential building activity declined beginning in 1987, and declined below
1980 levels in 1990, 1991 and 1992. In 1993, residential building activity
surpassed 1980 levels and in each of the subsequent years through 1997,
surpassed 1993.

New Hampshire finances the operations of state government through specialized
taxes, user charges and revenues received from the State liquor sales and
distribution system. There is no general tax on sales or earned income. The two
highest revenue-producing taxes are the Meals and Rooms Tax and the Business
Profits Tax. In 1995, State and local taxes amounted to $97 per $1,000 of
personal income, which was the third lowest in the United States. However,
because local property taxes are the principal source of funding for municipal
operations and primary and secondary education, New Hampshire was highest among
all states in local property tax collections per $1,000 of personal income. See
the concluding paragraph of this section for a description of litigation
challenging the constitutionality of the State's statutory system of financing
operation of elementary and secondary public schools primarily through local
taxes.

New Hampshire State government's budget is enacted to cover a biennial period
through a series of legislative bills that establish appropriations and
estimated revenues for each sub-unit of State government, along with
supplemental and special legislation. By statute, the budget process is
initiated by the Governor, who is required to submit operating and capital
budget proposals to the Legislature by February 15 in each odd-numbered year.
While the Governor is required to state the means through which all expenditures
will be financed, there is no constitutional or statutory requirement that the
Governor propose or the Legislature adopt a budget without resorting to
borrowing. There is no line item veto.

State government funds include the General Fund, four special purpose funds and
three enterprise funds, as well as certain "fiduciary" funds. All obligations of
the State are paid from the State Treasury, and must be authorized by a warrant

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<PAGE>

signed by the Governor and approved by the Executive Council, except for
payments of debt obligations, which are paid by the State Treasurer under
statutory authority.

By statute, at the close of each fiscal biennium of any General Fund
undesignated fund balance must be deposited in a Revenue Stabilization Reserve
Account ("Rainy Day Fund") which may contain up to 5% of General Fund
unrestricted revenue for the fiscal year just ended. With approval of the
Legislative Fiscal Committee, the Governor and the Executive Council, the Rainy
Day Fund is available to defray operating deficits in ensuing years if there is
a shortfall in forecast revenue, in an amount equal to the lesser of the deficit
or revenue shortfall. By statute, the Rainy Day Fund may not be used for any
other purpose except by special appropriation approved by two-thirds of each
Legislative chamber and the Governor. As of June 30, 1998 there was a designated
balance of $20 million in the Rainy Day Fund.

The Department of Administrative Services is responsible for maintenance of
State government's accounting system, annual reports and general budget
oversight. Expenditures are controlled against appropriations through an
integrated accounting system, which compares the amount of an appropriation to
expenditures, and encumbrances previously charged against that appropriation
before creating an expenditure. By law, with certain exceptions unexpended and
unencumbered balances of appropriations lapse to surplus in the applicable fund
at the end of each fiscal year, along with unappropriated revenues in excess of
legislative estimates. Legislative financial controls involve the Office of
Legislative Budget Assistant ("LBA") which acts under supervision of the
Legislative Fiscal Committee and Joint Legislative Capital Budget Overview
Committee. LBA conducts overall post-audit and review of the budgetary process.
State government financial statements are prepared in accordance with generally
accepted accounting principles ("GAAP") and are independently audited annually.

During the 1992-1993 biennium, State revenues began recovering from the decline
that had characterized the recession years of 1989, 1990 and 1991. The General
Fund undesignated fund balance at June 30, 1994, was $12.0 Million. For the
fiscal year ended June 30, 1995, the General Fund undesignated fund balance was
zero, after transferring $35.1 Million from the Healthcare Transition Fund to
offset a delay in receipt of federal funds from disproportionate share
expenditures under the Medicaid program. At June 30, 1996, the General Fund
undesignated fund balance was ($44.2 Million) after a net transfer to the
Healthcare Transition Fund of $21.9 Million, and was ($1.2 million) at June 30,
1997.

There is no constitutional limit on the State's power to issue obligations or
incur indebtedness, and no constitutional requirement for referendum to
authorize incurrence of indebtedness by the State. Authorization and issuance of
debt is governed entirely by statute. New Hampshire pursues a debt management
program designed to minimize use of short-term debt for operating purposes and
to coordinate issuance of tax-exempt securities by the State and its agencies.

State-guaranteed bonded indebtedness is authorized not only for general purposes
of State government, but also for the New Hampshire Turnpike System, University
System of New Hampshire, water supply and pollution control, water resources
acquisition and construction, School Building Authority, Pease Development
Authority, Business Finance Authority, Municipal Bond Bank and cleanup of
municipal Super Fund sites and landfills. In addition, the Housing Finance
Authority and Higher Education and Health Facilities Authority are authorized to
issue bonds that do not constitute debts or obligations of the State.

Procedure for incurrence of bonded indebtedness by individual municipalities is
governed by State statutes, which prescribe actions that must be pursued by
municipalities in incurring bonded indebtedness and limitations on the amount of
such indebtedness. In general, incurrence of bonded indebtedness by a
municipality must be for a statutorily authorized purpose and requires a
two-thirds majority vote of the municipality's legislative body.

On December 17, 1997, the New Hampshire Supreme Court ruled that the State's
system of financing public elementary and secondary schools primarily through
local property taxes violated the New Hampshire Constitution, because (1)
providing an adequate public education is a duty of State government; (2) local
school property taxes are levied to fulfill a State purpose; and (3) local
school property taxes, levied at different rates in different localities, are
not proportional and reasonable throughout the State. The court also indicated
that a State-funded, constitutionally adequate elementary and secondary

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<PAGE>

education is a fundamental constitutional right. However, the court stayed all
further proceedings in the case "until the end of the [1998] legislative session
and further order of this court to permit the legislature to address the issues
involved in this case." The court allowed the present funding mechanism to
remain in effect "during the 1998 tax year" i.e. through March 31, 1999. On June
23, 1998, responding to a request for an advisory opinion from the New Hampshire
Senate, the court advised that certain legislation passed by the New Hampshire
House of Representatives to address the court's December 1997 decision would
violate State constitutional requirements by failing to provide funding of
adequate public elementary and secondary education at a uniform tax rate
throughout the State. On November 25, 1998, the court denied the State's motion
to extend the effective date of the court's decision of the previous December
and confirmed that pursuant to that decision, in the absence of legislative
action, the State's Commissioner of Revenue Administration did not have legal
authority to approve local property tax rates for school purposes. On March 11,
1999, the court ruled that the Legislature could not constitutionally submit the
choice of replacement tax plans to a binding referendum vote of the people. On
April 29, 1999, the State enacted Chapter 17 of the Laws of 1999 "establishing a
uniform education property tax and a utility property tax, increasing the
business profit and real estate transfer taxes and including other sources of
revenue to provide funding for an adequate public education and making an
appropriation therefore." This statute established formulae for determining
distribution of funds to local school districts in support of adequate public
education. The immediate effect of the statute was to restore the authority of
New Hampshire municipalities to collect property taxes for school purposes.
However, the statute did not provide revenue sources sufficient to defray the
full amount of the authorized distributions. Whether and when such additional
revenue sources will be enacted remains unresolved. Under the statute's
formulae, some New Hampshire municipalities will sustain increased property
taxes, and certain of these municipalities have initiated legal proceedings to
challenge the constitutionality of the statute. In addition, certain other
municipalities whose earlier litigation prompted the court's decision of
December 17, 1997, have publicly stated their intention to pursue further legal
proceedings asserting that the statute does not comply with the requirements
established by Court in that decision. The outcome of such proceedings and their
impact on the State's finances cannot be predicted.

3. INVESTMENT LIMITATIONS

For purposes of all investment policies of a Fund: (1) the term 1940 Act
includes the rules thereunder, SEC interpretations and any exemptive order upon
which the Fund may rely; and (2) the term Code includes the rules thereunder,
IRS interpretations and any private letter ruling or similar authority upon
which the Fund may rely.

Except as required by the 1940 Act or the Code, if any percentage restriction on
investment or utilization of assets is adhered to at the time an investment is
made, a later change in percentage resulting from a change in the market values
of a Fund's assets or purchases and redemptions of shares will not be considered
a violation of the limitation.

A fundamental policy of a Fund and the Fund's investment objective, cannot be
changed without the affirmative vote of the lesser of: (1) 50% of the
outstanding shares of the Fund; or (2) 67% of the shares of the Fund present or
represented at a shareholders meeting at which the holders of more than 50% of
the outstanding shares of the Fund are present or represented. The Board without
shareholder approval may change a nonfundamental policy of a Fund.

21
<PAGE>

A. INVESTORS HIGH GRADE BOND FUND

1. FUNDAMENTAL LIMITATIONS

The Fund may not:

BORROWING

Borrow money, except for temporary or emergency purposes (including the
meeting of redemption requests) and except for entering into reverse
repurchase agreements, and provided that borrowings do not exceed 33
1/3% of the Fund's total assets (computed immediately after the
borrowing).

UNDERWRITING ACTIVITIES

Act as an underwriter of securities of other issuers, except to the
extent that, in connection with the disposition of portfolio
securities, the Fund may be deemed to be an underwriter for purposes of
the 1933 Act.

MAKING LOANS

Make loans to other persons except for loans of portfolio securities
and except through the use of repurchase agreements and through the
purchase of commercial paper or debt securities which are otherwise
permissible investments.

PURCHASES AND SALES OF REAL ESTATE

Purchase or sell real estate or any interest therein, except that the
Fund may invest in securities issued or guaranteed by corporate or
governmental entities secured by real estate or interests therein, such
as mortgage pass-throughs and collateralized mortgage obligations, or
issued by companies that invest in real estate or interests therein.

PURCHASES AND SALES OF COMMODITIES

Purchase or sell physical commodities or contracts relating to physical
commodities, provided that currencies and currency-related contracts
will not be deemed to be physical commodities.

ISSUANCE OF SENIOR SECURITIES

Issue senior securities except pursuant to Section 18 of the 1940 Act
and except that the Fund may borrow money subject to investment
limitations specified in the Fund's Prospectus.

OIL, GAS & MINERAL EXPLORATION

Invest in interests in oil or gas or interests in other mineral
exploration or development programs.

DIVERSIFICATION

With respect to 75% of its assets, purchase securities, other than U.S.
Government Securities, of any one issuer, if: (1) more than 5% of the
Fund's total assets taken at market value would at the time of purchase
be invested in the securities of that issuer; or (2) such purchase
would at the time of purchase cause the Fund to hold more than 10% of
the outstanding voting securities of that issuer.

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<PAGE>

CONCENTRATION

2. NON-FUNDAMENTAL LIMITATIONS

The Fund may not:

PLEDGING

Pledge, mortgage or hypothecate its assets, except to secure permitted
indebtedness. The deposit in escrow of securities in connection with the
writing of put and call options, collateralized loans of securities and
collateral arrangements with respect to margin for futures contracts are
not deemed to be pledges or hypothecations for this purpose.

INVESTMENT IN OTHER INVESTMENT COMPANIES

Invest in securities of another registered investment company, except
in connection with a merger, consolidation, acquisition or
reorganization; and except that the Fund may invest in money market
funds and privately-issued mortgage related securities to the extent
permitted by the 1940 Act.

MARGIN AND SHORT SALES

Purchase securities on margin, or make short sales of securities,
except for the use of short-term credit necessary for the clearance of
purchases and sales of portfolio securities, except that the Fund may
make margin deposits in connection with permitted transactions in
options, futures contracts and options on futures contracts.

BORROWING

Purchase securities for investment while any borrowing equaling 10% or
more of the Fund's total assets is outstanding or borrow for purposes
other than meeting redemptions in an amount exceeding 10% of the value
of the Fund's total assets.

ILLIQUID SECURITIES

Acquire securities or invest in repurchase agreements with respect to
any securities if, as a result, more than (i) 15% of the Fund's net
assets (taken at current value) would be invested in repurchase
agreements not entitling the holder to payment of principal within
seven days and in securities which are not readily marketable,
including securities that are illiquid by virtue of restrictions on the
sale of such securities to the public without registration under the
Securities Act of 1933 ("Restricted Securities") or (ii) 10% of the
Fund's total assets would be invested in Restricted Securities.

INVESTMENTS IN REAL PROPERTY LEASES

Purchase or sell real property leases (including limited partnership
interests, but excluding readily marketable interests in real estate
investment trusts or readily marketable securities of companies that
invest in real estate.)

SECURITIES WITH VOTING RIGHTS

Purchase securities having voting rights except securities of other
investment companies.

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<PAGE>

B. INVESTORS BOND FUND

1. FUNDAMENTAL LIMITATIONS

The Fund may not:

BORROWING

UNDERWRITING ACTIVITIES

MAKING LOANS

PURCHASES AND SALES OF REAL ESTATE

PURCHASES AND SALES OF COMMODITIES

Purchase or sell physical commodities or contracts relating to physical
commodities, provided that currencies and currency-related contracts
will not be deemed to be physical commodities.

ISSUANCE OF SENIOR SECURITIES

Issue senior securities except pursuant to Section 18 of the 1940 Act
and except that the Fund may borrow money subject to investment
limitations specified in the Fund's Prospectus.

OIL, GAS & MINERAL EXPLORATION

Invest in interests in oil or gas or interests in other mineral
exploration or development programs.

NON-DIVERSIFICATION

Purchase securities, other than U.S. Government Securities, of any one
issuer, if: (1) more than 5% of the Fund's total assets taken at market
value would at the time of purchase be invested in the securities of
that issuer; or (2) such purchase would at the time of purchase cause
the Fund to hold more than 10% of the outstanding voting securities of
that issuer. Up to 50% of the Fund's total assets may be invested

24
<PAGE>

without regard to this limitation. These limitations do not apply to
securities of an issuer payable solely from the proceeds of escrowed
U.S. Government Securities.

CONCENTRATION

2. NON-FUNDAMENTAL LIMITATIONS

The Fund may not:

PLEDGING

Pledge, mortgage or hypothecate its assets, except to secure permitted
indebtedness. The deposit in escrow of securities in connection with
the writing of put and call options, collateralized loans of securities
and collateral arrangements with respect to margin for futures
contracts are not deemed to be pledges or hypothecations for this
purpose.

INVESTMENT IN OTHER INVESTMENT COMPANIES

MARGIN AND SHORT SALES

BORROWING

ILLIQUID SECURITIES

INVESTMENTS IN REAL PROPERTY LEASES

25
<PAGE>

SECURITIES WITH VOTING RIGHTS

Purchase securities having voting rights except securities of other
investment companies.

C. TAXSAVER BOND FUND

1. FUNDAMENTAL LIMITATIONS

The Fund may not:

BORROWING

UNDERWRITING ACTIVITIES

MAKING LOANS

PURCHASES AND SALES OF REAL ESTATE

PURCHASES AND SALES OF COMMODITIES

Purchase or sell physical commodities or contracts relating to physical
commodities, provided that currencies and currency-related contracts
will not be deemed to be physical commodities.

ISSUANCE OF SENIOR SECURITIES

Issue senior securities except pursuant to Section 18 of the 1940 Act
and except that the Fund may borrow money subject to investment
limitations specified in the Fund's Prospectus.

OIL, GAS & MINERAL EXPLORATION

Invest in interests in oil or gas or interests in other mineral
exploration or development programs.

NON-DIVERSIFICATION

26
<PAGE>

that issuer. Up to 50% of the Fund's total assets may be invested
without regard to this limitation. These limitations do not apply to
securities of an issuer payable solely from the proceeds of escrowed
U.S. Government Securities.

CONCENTRATION

For purposes of the Fund's diversification policy, the District of Columbia,
each state, each political subdivision, agency, instrumentality and authority
thereof, and each multi-state agency of which a state is a member is deemed to
be a separate "issuer." When the assets and revenues of an agency, authority,
instrumentality or other political subdivision are separate from the government
creating the subdivision and the security is backed only by the assets and
revenues of the subdivision, such subdivision would be deemed to be the sole
issuer. Similarly, in the case of private activity bonds, if only the assets and
revenues of the nongovernmental user back the bond, then such nongovernmental
user would be deemed to be the sole issuer. However, if in either case, the
creating government or some other agency guarantees a security, that guarantee
would be considered a separate security and would be treated as an issue of such
government or other agency.

2. NON-FUNDAMENTAL LIMITATIONS

The Fund may not:

PLEDGING

INVESTMENT IN OTHER INVESTMENT COMPANIES

MARGIN AND SHORT SALES

BORROWING

ILLIQUID SECURITIES

27
<PAGE>

seven days and in securities which are not readily marketable,
including securities that are illiquid by virtue of restrictions on the
sale of such securities to the public without registration under the
Securities Act of 1933 ("Restricted Securities") or (ii) 10% of the
Fund's total assets would be invested in Restricted Securities.

INVESTMENTS IN REAL PROPERTY LEASES

SECURITIES WITH VOTING RIGHTS

Purchase securities having voting rights except securities of other
investment companies.

D. MAINE MUNICIPAL BOND FUND

1. FUNDAMENTAL LIMITATIONS

The Fund may not:

BORROWING

UNDERWRITING ACTIVITIES

MAKING LOANS

PURCHASES AND SALES OF REAL ESTATE

PURCHASES AND SALES OF COMMODITIES

Purchase or sell physical commodities or contracts relating to physical
commodities, provided that currencies and currency-related contracts
will not be deemed to be physical commodities.

28
<PAGE>

ISSUANCE OF SENIOR SECURITIES

Issue senior securities except pursuant to Section 18 of the 1940 Act
and except that the Fund may borrow money subject to investment
limitations specified in the Fund's Prospectus.

OIL, GAS & MINERAL EXPLORATION

Invest in interests in oil or gas or interests in other mineral
exploration or development programs.

CONCENTRATION

Purchase securities, other than U.S. Government Securities, if,
immediately after each purchase, more than 25% of the Fund's total
assets taken at market value would be invested in securities of issuers
conducting their principal business activity in the same industry. For
this purpose, consumer finance companies, industrial finance companies,
and gas, electric, water and telephone utility companies are each
considered to be separate industries.

VOTING RIGHTS

Purchase securities having voting rights except securities of other
investment companies.

2. NON-FUNDAMENTAL LIMITATIONS

The Fund may not:

PLEDGING

Pledge, mortgage or hypothecate its assets, except to secure permitted
indebtedness. The deposit in escrow of securities in connection with
the writing of put and call options, collateralized loans of securities
and collateral arrangements with respect to margin for futures
contracts are not deemed to be pledges or hypothecations for this
purpose.

INVESTMENT IN OTHER INVESTMENT COMPANIES

MARGIN AND SHORT SALES

BORROWING

29
<PAGE>

ILLIQUID SECURITIES

INVESTMENTS IN REAL PROPERTY LEASES

Purchase or sell real property leases (including limited partnership
interests, but excluding readily

E. NEW HAMPSHIRE BOND FUND

1. FUNDAMENTAL LIMITATIONS

The Fund may not:

BORROWING

Borrow money, except for temporary or emergency purposes (including the
meeting of redemption requests) and except for entering into reverse
repurchase agreements, provided that borrowings do not exceed 33 1/3%
of the Fund's net assets.

UNDERWRITING ACTIVITIES

Underwrite securities of other issuers, except to the extent that the
Fund may be considered to be acting as an underwriter in connection
with the disposition of portfolio securities.

MAKING LOANS

Make loans except for loans of portfolio securities, through the use of
repurchase agreements, and through the purchase of debt securities that
are otherwise permitted investments.

PURCHASES AND SALES OF REAL ESTATE

Purchase or sell real estate or any interest therein, except that the
Fund may invest in debt obligations secured by real estate or interests
therein or issued by companies that invest in real estate or interests
therein.

PURCHASES AND SALES OF COMMODITIES

Invest in commodities or in commodity contracts, except that, to the
extent the Fund is otherwise permitted, the Fund may enter into
financial futures contracts and options on those futures contracts and
may invest in currencies and currency-related contracts.

ISSUANCE OF SENIOR SECURITIES

Issue senior securities except as appropriate to evidence indebtedness
that the Fund is permitted to incur, and provided that the Fund may
issue shares of additional series or classes that the Board may
establish.

30
<PAGE>

NON-DIVERSIFICATION

With respect to 50% of its assets, purchase a security other than a
U.S. Government Security of any one issuer if, as a result, more than
5% of the Fund's total assets would be invested in the securities of
that issuer or the Fund would own more than 10% of the outstanding
voting securities of that issuer.

CONCENTRATION

Purchase securities if, immediately after the purchase, more than 25%
of the value of the Fund's total assets would be invested in the
securities of issuers having their principal business activities in the
same industry, provided there is no limit on investments in U.S.
Government Securities, municipal securities or in the securities of
domestic financial institutions (not including their foreign branches).
For this purpose, consumer finance companies, industrial finance
companies, and gas, electric, water and telephone utility companies are
each considered to be separate industries.

2. NON-FUNDAMENTAL LIMITATIONS

BORROWING

Purchase securities for investment while any borrowing equaling 10% or
more of the Fund's total assets is outstanding; and if at any time the
Fund's borrowings exceed the Fund's investment limitations due to a
decline in net assets, such borrowings will be promptly (within three
days) reduced to the extent necessary to comply with the limitations.

SECURITIES WITH VOTING RIGHTS

Purchase securities that have voting rights, except the Fund may invest
in securities of other investment companies to the extent permitted by
the Investment Company Act of 1940 (the "1940 Act").

MARGIN AND SHORT SALES

Purchase securities on margin, or make short sales of securities,
except for the use of short-term credit necessary for the clearance of
purchases and sales of portfolio securities.

ILLIQUID SECURITIES

Acquire securities or invest in repurchase agreements with respect to
any securities if, as a result, more than (i) 15% of the Fund's net
assets (taken at current value) would be invested in repurchase
agreements not entitling the holder to payment of principal within
seven days and in securities which are not readily marketable or (ii)
10% of the Fund's total assets would be invested in securities that are
illiquid by virtue of restrictions on the sale of such securities to
the public without registration under the Securities Act of 1933.

INVESTMENTS IN REAL PROPERTY

Purchase or sell real property (including limited partnership
interests, but excluding readily marketable interests in real estate
investment trusts or readily marketable securities of companies that
invest in real estate.)

CONCENTRATION

No more than 25% of a Fund's total assets may be invested in the
securities of one issuer. This limitation, however, does not apply to
securities of an issuer payable solely from the proceeds of U.S.
Government Securities.

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<PAGE>

4. PERFORMANCE DATA AND ADVERTISING

A. PERFORMANCE DATA

A Fund may compare any of its performance information with:

o Data published by independent evaluators such as Morningstar,
Inc., Lipper, Inc., iMoneyNet, Inc. (IBC Financial Data, Inc.),
CDA/Wiesenberger or other companies which track the investment
performance of investment companies ("Fund Tracking Companies").

o The performance of other mutual funds.

o The performance of recognized stock, bond and other indices,
including but not limited to the Standard & Poor's 500(R) Index,
the Russell 2000(R) Index, the Russell MidcapTM Index, the
Russell 1000(R) Value Index, the Russell 2500(R) Index, the
Morgan Stanley - Europe, Australia and Far East Index, the Dow
Jones Industrial Average, the Salomon Brothers Bond Index, the
Shearson Lehman Bond Index, U.S. Treasury bonds, bills or notes
and changes in the Consumer Price Index as published by the U.S.
Department of Commerce.

Performance information may be presented numerically or in a table, graph, or
similar illustration.

Indices are not used in the management of a Fund but rather are standards by
which the Fund's Adviser and shareholders may compare the performance of the
Fund to an unmanaged composite of securities with similar, but not identical,
characteristics as the Fund.

A Fund may refer to: (1) general market performances over past time periods such
as those published by Ibbotson Associates (for instance, its "Stocks, Bonds,
Bills and Inflation Yearbook"); (2) mutual fund performance rankings and other
data published by Fund Tracking Companies; and (3) material and comparative
mutual fund data and ratings reported in independent periodicals, such as
newspapers and financial magazines.

A Fund's performance will fluctuate in response to market conditions and other
factors.

B. PERFORMANCE CALCULATIONS

The Fund's performance may be quoted in terms of yield or total return. Table 1
in Appendix C includes performance information for each Fund.

1. SEC YIELD

Standardized SEC yields for a Fund used in advertising are computed by dividing
the Fund's interest income (in accordance with specific standardized rules) for
a given 30 day or one month period, net of expenses, by the average number of
shares entitled to receive income distributions during the period, dividing this
figure by the Fund's net asset value per share at the end of the period and
annualizing the result (assuming compounding of income in accordance with
specific standardized rules) in order to arrive at an annual percentage rate.

Capital gains and losses generally are excluded from these calculations.

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<PAGE>

calculations, the yield quoted for a Fund may differ from the rate of
distribution of income from the Fund over the same period or the rate of income
reported in the Fund's financial statements.

Although published yield information is useful to investors in reviewing a
Fund's performance, investors should be aware that a Fund's yield fluctuates
from day to day and that the Fund's yield for any given period is not an
indication or representation by the Fund of future yields or rates of return on
the Fund's shares. Financial intermediaries may charge their customers that
invest in a Fund fees in connection with that investment. This will have the
effect of reducing the Fund's after-fee yield to those shareholders.

Maine Municipal Bond Fund, New Hampshire Bond Fund and TaxSaver Bond Fund may
also quote tax equivalent yields, which show the taxable yields a shareholder
would have to earn to equal a fund's tax-free yield after taxes. A tax
equivalent yield is calculated by dividing the fund's tax-free yield by one
minus a stated Federal, state or combined Federal and state tax rate.

The yields of a Fund are not fixed or guaranteed, and an investment in a Fund is
not insured or guaranteed. Accordingly, yield information should not be used to
compare shares of a Fund with investment alternatives, which, like money market
instruments or bank accounts, may provide a fixed rate of interest. Also, it may
not be appropriate to compare a Fund's yield information directly to similar
information regarding investment alternatives, which are insured or guaranteed.

Yield quotations are based on amounts invested in a Fund net of any applicable
sales charges that may be paid by an investor. A computation of yield that does
not take into account sales charges paid by an investor would be higher than a
similar computation that takes into account payment of sales charges.

Yield is calculated according to the following formula:
a - b
Yield = 2[(------ + 1)6 - 1]
cd
Where:
a = dividends and interest earned during the
period
b = expenses accrued for the period (net of
reimbursements)
c = the average daily number of shares
outstanding during the period that were
entitled to receive dividends
d = the maximum offering price per share on the
last day of the period

2. TOTAL RETURN CALCULATIONS

A Fund's total return shows its overall change in value, including changes in
share price and assuming all of the Fund's distributions are reinvested.

Total return figures may be based on amounts invested in a Fund net of sales
charges that may be paid by an investor. A computation of total return that does
not take into account sales charges paid by an investor would be higher than a
similar computation that takes into account payment of sales charges.

AVERAGE ANNUAL TOTAL RETURN. Average annual total return is calculated using a
formula prescribed by the SEC. To calculate standard average annual total
returns a Fund: (1) determines the growth or decline in value of a hypothetical
historical investment in a Fund over a stated period; and (2) calculates the
annually compounded percentage rate that would have produced the same result if
the rate of growth or decline in value had been constant over the period. For
example, a cumulative return of 100% over ten years would produce an average
annual total return of 7.18%. While average annual returns are a convenient
means of comparing investment alternatives, investors should realize that
performance is not constant over time but changes from year to year, and that

33
<PAGE>

average annual returns represent averaged figures as opposed to the actual
year-to-year performance of the Fund.

Average annual total return is calculated according to the following formula:

P(1+T)n = ERV

Because average annual returns tend to smooth out variations in the Fund's
returns, shareholders should recognize that they are not the same as actual
year-by-year results.

OTHER MEASURES OF TOTAL RETURN. Standardized total return quotes may be
accompanied by non-standardized total return figures calculated by alternative
methods.

A Fund may quote unaveraged or cumulative total returns that reflect a
Fund's performance over a stated period of time.

Total returns may be stated in their components of income and capital
(including capital gains and changes in share price) in order to
illustrate the relationship of these factors and their contributions to
total return.

Any total return may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments and/or a series of
redemptions over any time period. Total returns may be quoted with or without
taking into consideration a Fund's front-end sales charge or contingent deferred
sales charge (if applicable).

Period total return is calculated according to the following formula:

PT = (ERV/P-1)

Where:
PT = period total return
The other definitions are the same as in average annual total
return above

C. OTHER MATTERS

34
<PAGE>

averaging; (6) biographical descriptions of the Fund's portfolio managers and
the portfolio management staff of the Fund's investment adviser, summaries of
the views of the portfolio managers with respect to the financial markets, or
descriptions of the nature of the Adviser's and its staff's management
techniques; (7) the results of a hypothetical investment in the Fund over a
given number of years, including the amount that the investment would be at the
end of the period; (8) the effects of investing in a tax-deferred account, such
as an individual retirement account or Section 401(k) pension plan; (9) the net
asset value, net assets or number of shareholders of the Fund as of one or more
dates; and (10) a comparison of the Fund's operations to the operations of other
funds or similar investment products, such as a comparison of the nature and
scope of regulation of the products and the products' weighted average maturity,
liquidity, investment policies, and the manner of calculating and reporting
performance.

As an example of compounding, $1,000 compounded annually at 9.00% will grow to
$1,090 at the end of the first year (an increase in $90) and $1,188 at the end
of the second year (an increase of $98). The extra $8 that was earned on the $90
interest from the first year is the compound interest. One thousand dollars
compounded annually at 9.00% will grow to $2,367 at the end of ten years and
$5,604 at the end of 20 years. Other examples of compounding are as follows: at
7% and 12% annually, $1,000 will grow to $1,967 and $3,106, respectively, at the
end of ten years and $3,870 and $9,646, respectively, at the end of twenty
years. These examples are for illustrative purposes only and are not indicative
of a Fund's performance.

A Fund may advertise information regarding the effects of automatic investment
and systematic withdrawal plans, including the principal of dollar cost
averaging. In a dollar-cost averaging program, an investor invests a fixed
dollar amount in a Fund at periodic intervals, thereby purchasing fewer shares
when prices are high and more shares when prices are low. While such a strategy
does not insure a profit or guard against a loss in a declining market, the
investor's average cost per share can be lower than if fixed numbers of shares
had been purchased at those intervals. In evaluating such a plan, investors
should consider their ability to continue purchasing shares through periods of
low price levels. For example, if an investor invests $100 a month for a period
of six months in a Fund the following will be the relationship between average
cost per share ($14.35 in the example given) and average price per share:

SYSTEMATIC SHARE SHARES
PERIOD INVESTMENT PRICE PURCHASED
- ------ ---------- ----- ---------
1 $100 $10 10.00
2 $100 $12 8.33
3 $100 $15 6.67
4 $100 $20 5.00
5 $100 $18 5.56
6 $100 $16 6.25
---- --- ----
TOTAL AVERAGE TOTAL
INVESTED $600 PRICE $15.17 SHARES 41.81

In connection with its advertisements, a Fund may provide "shareholder's
letters" which serve to provide shareholders or investors with an introduction
into the Fund's, the Trust's or any of the Trust's service provider's policies
or business practices.

35
<PAGE>

5. MANAGEMENT

A. TRUSTEES AND OFFICERS

The names of the Trustees and officers of the Trust, their positions with the
Trust, address, date of birth and principal occupations during the past five
years are set forth below. Each Trustee who is an "interested person" (as
defined by the 1940 Act) of the Trust is indicated by an asterisk (*).
<TABLE>
<S> <C>
- -------------------------------------------- -----------------------------------------------------------------------

NAME, POSITION WITH THE TRUST, PRINCIPAL OCCUPATION(S) DURING
DATE OF BIRTH AND ADDRESS PAST 5 YEARS

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

Joh Y. Keffer*, Chairman and President Member and Director, Forum Financial Group, LLC (a mutual fund
Born: July 15, 1942 services holding company)
Two Portland Square Director, Forum Fund Services, LLC (Trust's underwriter)
Portland, ME 04101 Officer of six other investment companies for which Forum Financial
Group, LLC provides services

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

Stehpen J. Barrett, Vice President Manager of Client Services and Senior Relationship Manager, Forum
Born: November 14, 1968 Financial Group, LLC since 1996
Two Portland Square Senior Product Manager, Fidelity Investments, 1994 - 1996
Portland, Maine 04101 Officer of four other investment companies for which Forum
Financial Group, LLC provides services

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

Ronald H. Hirsch, Treasurer Managing Director, Operations/Finance and Operations/Sales, Forum
Born: October 14, 1943 Financial Group, LLC since 1999
Two Portland Square Member of the Board - Citibank Germany 1991 - 1998
Portland, ME 040101 Officer of six other investment companies for which Forum Financial
Group, LLC provides services

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

Leslie K. Klenk, Secretary Assistant Counsel and Counsel, Forum Financial Group, LLC since 1998
Born: August 24, 1964 Associate General Counsel, Smith Barney Inc. (brokerage firm) 1993 -
Two Portland Square 1998
Portland, ME 04101 Officer of one other investment company for which Forum Financial
Group, LLC provides services

- -------------------------------------------- -----------------------------------------------------------------------
</TABLE>

36
<PAGE>

B. COMPENSATION OF TRUSTEES AND OFFICERS

<TABLE>
<S> <C> <C> <C> <C>
Total Compensation
Compensation from from Trust
Trustee the Trust Benefits Retirement and Fund Complex
John Y. Keffer $0 $0 $0 $0
Costas Azariadis $11,200 $0 $0 $18,500
James C. Cheng $12,700 $0 $0 $20,000
J. Michael Parish $12,700 $0 $0 $20,000

</TABLE>

C. INVESTMENT ADVISER

1. SERVICES OF ADVISER

The Adviser serves as investment adviser to each Fund pursuant to an investment
advisory agreement (the "Agreement") with the Trust. Under the Agreement, the
Adviser furnishes at its own expense all services, facilities and personnel
necessary in connection with managing a Fund's investments and effecting
portfolio transactions for a Fund.

2. OWNERSHIP OF ADVISER

The Adviser is 99% owned by Forum Trust LLC and 1% owned by Forum Holdings Corp.
I. Forum Investment Advisors, LLC is registered as an investment adviser with
the SEC under the 1940 Act.

3. FEES

The Adviser's fee is calculated as a percentage of the applicable Fund's average
net assets. The fee is accrued daily by each Fund and is paid monthly based on
average net assets for the previous month.

In addition to receiving its advisory fee from each Fund, the Adviser may also
act and be compensated as investment manager for its clients with respect to
assets they invested in a Fund. If you have a separately managed account with
the Adviser with assets invested in a Fund, the Adviser will credit an amount
equal to all or a portion of the fees received by the Adviser against any
investment management fee received from the client.

Table 1 in Appendix B shows the dollar amount of the fees payable by each Fund
to the Adviser, the amount of fees waived by the Adviser, and the actual fees
received by the Adviser. The data are for the past three fiscal years (or
shorter period depending on a Fund's commencement of operations).

37
<PAGE>

4. OTHER PROVISIONS OF ADVISER'S AGREEMENT

The Agreement remains in effect for a period of two years from the date of its
effectiveness. Subsequently, the Agreement must be approved at least annually by
the Board or by majority vote of the shareholders, and in either case by a
majority of the Trustees who are not parties to the Agreement or interested
persons of any such party.

The Agreement is terminable without penalty by the Trust regarding a Fund on 30
days' written notice when authorized either by vote of the Fund's shareholders
or by a majority vote of the Board, or by the Adviser on 90 days' written notice
to the Trust. The Agreement terminates immediately upon assignment.

Under the Agreement, the Adviser is not liable for any mistake of judgment or in
any event whatsoever except for breach of fiduciary duty, willful misfeasance,
bad faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under the agreement.

D. DISTRIBUTOR

1. DISTRIBUTOR; SERVICES AND COMPENSATION OF DISTRIBUTOR

FFS, the distributor (also known as principal underwriter) of the shares of each
Fund, is located at Two Portland Square, Portland, Maine 04101. FFS is a
registered broker-dealer and is a member of the National Association of
Securities Dealers, Inc. Prior to August 1, 1999, Forum Financial Services, Inc.
("FFSI") was the distributor of each Fund pursuant to similar terms and
compensation.

FFS, FAdS, FAcS and FSS are each controlled indirectly by Forum Financial Group,
LLC. John Y. Keffer controls Forum Financial Group, LLC.

Under a distribution agreement with the Trust (the "Distribution Agreement"),
FFS acts as the agent of the Trust in connection with the offering of shares of
each Fund. FFS continually distributes shares of each Fund on a best efforts
basis. FFS has no obligation to sell any specific quantity of Fund shares.

FFS may enter into agreements with selected broker-dealers, banks, or other
financial institutions for distribution of shares of each Fund. These financial
institutions may charge a fee for their services and may receive shareholders
service fees even though shares of each Fund are sold with a sales charge. These
financial institutions may otherwise act as processing agents, and will be
responsible for promptly transmitting purchase, redemption and other requests to
each Fund.

Investors who purchase shares in this manner will be subject to the procedures
of the institution through whom they purchase shares, which may include charges,
investment minimums, cutoff times and other restrictions in addition to, or
different from, those listed herein. Information concerning any charges or
services will be provided to customers by the financial institution. Investors
purchasing shares of a Fund in this manner should acquaint themselves with their
institution's procedures and should read the Prospectus in conjunction with any
materials and information provided by their institution. The financial
institution and not its customers will be the shareholder of record, although
customers may have the right to vote shares depending upon their arrangement
with the institution.

Pursuant to the Distribution Agreement, FFS receives, and may reallow to certain
financial institutions, the sales charge paid by the purchasers of each Fund's
shares.

38
<PAGE>

Table 2 in Appendix B shows the aggregate sales charges paid to FFSI, the amount
of sales charge reallowed by FFSI, and the amount of sales charge retained by
FFSI. The data are for the past three years (or shorter depending on a Fund's
commencement of operations).

2. OTHER PROVISIONS OF DISTRIBUTOR'S AGREEMENT

The Distribution Agreement must be approved at least annually by the Board or by
majority vote of the shareholders, and in either case by a majority of the
Trustees who are not parties to the agreement or interested persons of any such
party.

The Distribution Agreement is terminable without penalty by the Trust with
respect to a Fund on 60 days' written notice when authorized either by vote of
the Fund's shareholders or by a majority vote of the Board, or by FFS on 60
days' written notice to the Trust.

Under the Distribution Agreement, FFS is not liable to the Trust or the Trust's
shareholders for any error of judgment or mistake of law, for any loss arising
out of any investment or for any act or omission in the performance of its
duties to a Fund, except for willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reason of reckless disregard of its
obligations and duties under the agreement.

Under the Distribution Agreement, FFS and certain related parties (such as FFS's
officers and persons that control FFS) are indemnified by the Trust against all
claims and expenses in any way related to alleged untrue statements of material
fact contained in a Fund's Registration Statement or any alleged omission of a
material fact required to be stated in the Registration Statement to make
statements contained therein not misleading. The Trust, however, will not
indemnify FSS for any such misstatements or omissions if they were made in
reliance upon information provided in writing by FSS in connection with the
preparation of the Registration Statement.

E. OTHER FUND SERVICE PROVIDERS

1. ADMINISTRATOR

As administrator, pursuant to an administration agreement with the Trust (the
"Administration Agreement"), FAdS is responsible for the supervision of the
overall management of the Trust, providing the Trust with general office
facilities and providing persons satisfactory to the Board to serve as officers
of the Trust.

For its services, FAdS receives a fee from a Fund at an annual rate of 0.20% of
the average daily net assets of each Fund. The fee is accrued daily by each Fund
and is paid monthly based on average net assets for the previous month.

The Administration Agreement must be approved at least annually by the Board or
by majority vote of the shareholders, and in either case by a majority of the
Trustees who are not parties to the agreement or interested persons of any such
party. The Administration Agreement is terminable without penalty by the Trust
or by FAdS with respect to a Fund on 60 days' written notice.

Under the Administration Agreement, FAdS is not liable to the Trust or the
Trust's shareholders for any act or omission, except for willful misfeasance,
bad faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under the agreement. Under the
Administration Agreement, FAdS and certain related parties (such as FAdS's
officers and persons who control FAdS) are indemnified by the Trust against any
and all claims and expenses related to FAdS's actions or omissions that are
consistent with FAdS's contractual standard of care.

Table 3 in Appendix B shows the dollar amount of the fees payable by each Fund
to FAdS, the amount of the fee waived by FAdS, and the actual fees received by
FAdS. The data are for the past three fiscal years.

39
<PAGE>

2. FUND ACCOUNTANT

As fund accountant, pursuant to an accounting agreement with the Trust (the
"Accounting Agreement"), FAcS provides fund accounting services to each Fund.
These services include calculating the NAV per share of each Fund (and class)
and preparing each Fund's financial statements and tax returns.

For its services, FAcS receives a fee from each Fund at an annual rate of
$36,000 and certain surcharges based upon the number and type of a Fund's
portfolio transactions and positions. The fee is accrued daily by each Fund and
is paid monthly based on the transactions and positions for the previous month.

The Accounting Agreement must be approved at least annually by the Board or by
majority vote of the shareholders, and in either case by a majority of the
Trustees who are not parties to the agreement or interested persons of any such
party. The Accounting Agreement is terminable without penalty by the Trust or by
FAcS with respect to a Fund on 60 days' written notice.

Under the Accounting Agreement, FAcS is not liable for any action or inaction in
the performance of its duties to a Fund, except for willful misfeasance, bad
faith, gross negligence or by reason of reckless disregard of its obligations
and duties under the agreement. Under the Accounting Agreement, FAcS and certain
related parties (such as FAcS's officers and persons who control FAcS) are
indemnified by the Trust against any and all claims and expenses related to
FAcS's actions or omissions that are consistent with FAcS's contractual standard
of care.

Under the Accounting Agreement, in calculating a Fund's NAV per share,
FAcS is deemed not to have committed an error if the NAV per share it calculates
is within 1/10 of 1% of the actual NAV per share (after recalculation). The
Accounting Agreement also provides that FAcS will not be liable to a shareholder
for any loss incurred due to an NAV difference if such difference is less than
or equal 1/2 of 1% or less than or equal to $10.00. In addition, FAcS is not
liable for the errors of others, including the companies that supply securities
prices to FAcS and each Fund.

Table 4 in Appendix B shows the dollar amount of the fees payable by each Fund
to FAcS, the amount of the fee waived by FAcS, and the actual fees received by
FAcS. The data are for the past three fiscal years.

3. TRANSFER AGENT

As transfer agent and distribution paying agent, pursuant to a transfer agent
agreement with the Trust (the "Transfer Agent Agreement"), FSS maintains an
account for each shareholder of record of a Fund and is responsible for
processing purchase and redemption requests and paying distributions to
shareholders of record. FSS is located at Two Portland Square, Portland, Maine
04101 and is registered as a transfer agent with the SEC.

For its services, FSS receives with respect to each Fund 0.25% of the average
daily net assets of the Fund, an annual fee of $12,000 plus $18 per shareholder
account.

The Transfer Agent Agreement must be approved at least annually by the Board or
by majority vote of the shareholders, and in either case by a majority of the
Trustees who are not parties to the agreement or interested persons of any such
party. The Transfer Agent Agreement is terminable without penalty by the Trust
or by FSS with respect to a Fund on 60 days' written notice.

Under the Transfer Agent Agreement, FSS is not liable for any act or inaction in
the performance of its duties to a Fund, except for willful misfeasance, bad
faith or gross negligence in the performance of its duties under the agreement.
Under the Transfer Agent Agreement, FSS and certain related parties (such as
FSS's officers and persons who control FSS) are indemnified by the Trust against
any and all claims and expenses related to FAdS's actions or omissions that are
consistent with FAdS's contractual standard of care.

40
<PAGE>

Table 5 in Appendix B shows the dollar amount of the fees payable by each Fund
to FSS, the amount of the fee waived by FSS, and the actual fees received by
FSS. The data are for the past three fiscal years.

4. CUSTODIAN

As custodian, pursuant to an agreement with the Trust, Forum Trust, LLC
safeguards and controls each Fund's cash and securities, determines income and
collects interest on Fund investments. The Custodian may employ subcustodians to
provide custody of a Fund's domestic and foreign assets. The Custodian is
located at Two Portland Square, Portland, Maine 04101.

For its services, the Custodian receives an annualized percentage of the average
daily net assets of a Fund. Each Fund also pays an annual domestic custody fee
as well as certain other transaction fees. These fees are accrued daily by each
Fund and are paid monthly based on average net assets and transactions for the
previous month.

5. LEGAL COUNSEL

Seward & Kissel LLP, 1200 G Street, N.W., Washington, D.C. 20005 passes upon
legal matters in connection with the issuance of shares of the Trust.

6. INDEPENDENT AUDITORS

Deloitte & Touche LLP, 200 Berkeley Street, 14th Floor, Boston, Massachusetts,
02116-5022, independent auditors, have been selected as auditors for each Fund.
The auditors audit the annual financial statements of each Fund and provide the
Funds with an audit opinion. The auditors also review certain regulatory filings
of each Fund and each Funds tax returns.

6. PORTFOLIO TRANSACTIONS

A. HOW SECURITIES ARE PURCHASED AND SOLD

Purchases and sales of portfolio securities that are debt securities (for
instance, money market instruments and bonds, notes and bills) usually are
principal transactions. In a principal transaction, the party from whom the Fund
purchases or to whom the Fund sells is acting on its own behalf (and not as the
agent of some other party such as its customers). These securities normally are
purchased directly from the issuer or from an underwriter or market maker for
the securities. There usually are no brokerage commissions paid for these
securities.

Purchases and sales of portfolio securities that are equity securities (for
instance common stock and preferred stock) are generally effected; (1) if the
security is traded on an exchange, through brokers who charge commissions; and
(2) if the security is traded in the "over-the-counter" markets, in a principal
transaction directly from a market maker. In transactions on stock exchanges,
commissions are negotiated. When transactions are executed in an
over-the-counter market, the Adviser will seek to deal with the primary market
makers; but when necessary in order to obtain best execution, the Adviser will
utilize the services of others.

Purchases of securities from underwriters of the securities include a disclosed
fixed commission or concession paid by the issuer to the underwriter, and
purchases from dealers serving as market makers include the spread between the
bid and asked price.

In the case debt and equity securities traded in the over-the-counter markets,
there is generally no stated commission, but the price usually includes an
undisclosed commission or markup.

41
<PAGE>

B. COMMISSIONS PAID

Table 6 in Appendix B shows the aggregate brokerage commissions with respect to
each Fund. The data presented are for the past three fiscal years. The table
also indicates the reason for any material change in the last two years in the
amount of brokerage commissions paid by a Fund, if any.

C. ADVISER RESPONSIBILITY FOR PURCHASES AND SALES

The Adviser places orders for the purchase and sale of securities with brokers
and dealers selected by and in the discretion of the Adviser. No Fund has any
obligation to deal with any specific broker or dealer in the execution of
portfolio transactions. Allocations of transactions to brokers and dealers and
the frequency of transactions are determined by the Adviser in its best judgment
and in a manner deemed to be in the best interest of each Fund rather than by
any formula.

The Adviser seeks "best execution" for all portfolio transactions. This means
that the Adviser seeks the most favorable price and execution available. The
Adviser's primary consideration in executing transactions for a Fund is prompt
execution of orders in an effective manner and at the most favorable price
available.

1. CHOOSING BROKER-DEALERS

A Fund may not always pay the lowest commission or spread available. Rather, in
determining the amount of commissions (including certain dealer spreads) paid in
connection with securities transactions, the Adviser takes into account factors
such as size of the order, difficulty of execution, efficiency of the executing
broker's facilities (including the research services described below) and any
risk assumed by the executing broker.

Consistent with applicable rules and the Adviser's duties, the Adviser may: (1)
consider sales of shares of a Fund as a factor in the selection of
broker-dealers to execute portfolio transactions for the Fund; and (2) take into
account payments made by brokers effecting transactions for a Fund (these
payments may be made to the Fund or to other persons on behalf of the Fund for
services provided to the Fund for which those other persons would be obligated
to pay.)

2. OBTAINING RESEARCH FROM BROKERS

The Adviser may give consideration to research services furnished by brokers to
the Adviser for its use and may cause a Fund to pay these brokers a higher
amount of commission than may be charged by other brokers. This research is
designed to augment the Adviser's own internal research and investment strategy
capabilities. This research may be used by the Adviser in connection with
services to clients other than a Fund, and not all research services may be used
by the Adviser in connection with the Fund. The Adviser's fees are not reduced
by reason of the Adviser's receipt of research services.

The Adviser has full brokerage discretion. It evaluates the range and quality of
a broker's services in placing trades including securing best price,
confidentiality, clearance and settlement capabilities, promptness of execution
and the financial stability of the broker-dealer. Under certain circumstances,
the value of research provided by a broker-dealer may be a factor in the
selection of a broker. This research would include reports that are common in
the industry. Typically, the research will be used to service all of the
Adviser's accounts although a particular client may not benefit from all the
research received on each occasion. The nature of the services purchased for
clients include industry research reports and periodicals, quotation systems,
software for portfolio management and formal databases.

Occasionally, the Adviser may execute a transaction with a broker and pay a
slightly higher commission than another broker may charge. The higher commission
is paid because of the Adviser's need for specific research, for specific
expertise a firm may have in a particular type of transaction (due to factors
such as size or difficulty), or for speed/efficiency in execution. Since most of
the Adviser's brokerage commissions for research are for economic research on

42
<PAGE>

specific companies or industries, and since the Adviser is involved with a
limited number of securities, most of the commission dollars spent for industry
and stock research directly benefit the clients.

There are occasions on which portfolio transactions may be executed as part of
concurrent authorizations to purchase or sell the same securities for more than
one account served by the Adviser, some of which accounts may have similar
investment objectives. Although such concurrent authorizations potentially could
be either advantageous or disadvantageous to any one or more particular
accounts, they will be effected only when the Adviser believes that to do so
will be in the best interest of the affected accounts. When such concurrent
authorizations occur, the objective will be to allocate the execution in a
manner equitable to the accounts involved. Clients are typically allocated
securities with prices averaged on a per-share or per-bond basis.

3. COUNTERPARTY RISK

The Adviser monitors the creditworthiness of counterparties to each Fund's
transactions and intends to enter into a transaction only when it believes that
the counterparty presents minimal and appropriate credit risks.

4. TRANSACTIONS THROUGH AFFILIATES

The Adviser may effect brokerage transactions through affiliates of the Adviser
(or affiliates of those persons) pursuant to procedures adopted by the Trust.

5. OTHER ACCOUNTS OF THE ADVISER

Investment decisions for each Fund are made independently from those for any
other account or investment company that is or may in the future become managed
by the Adviser or its affiliates. Investment decisions are the product of many
factors, including basic suitability for the particular client involved. Thus, a
particular security may be bought or sold for certain clients even though it
could have been bought or sold for other clients at the same time. Likewise, a
particular security may be bought for one or more clients when one or more
clients are selling the security. In some instances, one client may sell a
particular security to another client. In addition two or more clients may
simultaneously purchase or sell the same security, in which event each day's
transactions in such security are, insofar as is possible, averaged as to price
and allocated between such clients in a manner which, in the Adviser's opinion,
is equitable to each and in accordance with the amount being purchased or sold
by each. There may be circumstances when purchases or sales of a portfolio
security for one client could have an adverse effect on another client that has
a position in that security. In addition, when purchases or sales of the same
security for a Fund and other client accounts managed by the Adviser occurs
contemporaneously, the purchase or sale orders may be aggregated in order to
obtain any price advantages available to large denomination purchases or sales.

6. PORTFOLIO TURNOVER

The frequency of portfolio transactions of a Fund (the portfolio turnover rate)
will vary from year to year depending on many factors. From time to time a Fund
may engage in active short-term trading to take advantage of price movements
affecting individual issues, groups of issues or markets. An annual portfolio
turnover rate of 100% would occur if all of the securities in a Fund were
replaced once in a period of one year. Higher portfolio turnover rates may
result in increased brokerage costs to a Fund and a possible increase in
short-term capital gains or losses.

For the fiscal year ended March 31, 1999, Investors High Grade Bond Fund's
portfolio turnover was 172.60%. The turnover was due to the Fund's recent
inception (March 16, 1998) and the maturity of shorter term instruments like
commercial paper. The Fund invests a portion of its portfolio in short-term
instruments in order to keep the portfolio maturity at seven years or less.

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<PAGE>

D. SECURITIES OF REGULAR BROKER-DEALERS

From time to time a Fund may acquire and hold securities issued by its "regular
brokers and dealers" or the parents of those brokers and dealers. For this
purpose, regular brokers and dealers are the 10 brokers or dealers that: (1)
received the greatest amount of brokerage commissions during the Fund's last
fiscal year; (2) engaged in the largest amount of principal transactions for
portfolio transactions of the Fund during the Fund's last fiscal year; or (3)
sold the largest amount of the Fund's shares during the Fund's last fiscal year.
Table 7 in Appendix B lists the regular brokers and dealers of each fund whose
securities (or the securities of the parent company) were acquired during the
past fiscal year and the aggregate value of each Fund's holdings of those
securities as of the Fund's most recent fiscal year.

7. PURCHASE AND REDEMPTION INFORMATION

A. GENERAL INFORMATION

You may effect purchases or redemptions or request any shareholder privilege in
person at FSS's offices located at Two Portland Square, Portland, Maine 04101.

Each Fund accepts orders for the purchase or redemption of shares on any weekday
except days when the New York Stock Exchange is closed.

Not all classes or funds of the Trust may be available for sale in the sate in
which you reside. Please check with your investment professional to determine a
class or fund's availability.

B. ADDITIONAL PURCHASE INFORMATION

Shares of each Fund are sold on a continuous basis by the distributor at net
asset value ("NAV") per share plus the applicable sales charge.

Set forth below is an example of the method of computing the offering price of a
Fund's shares. The example assumes a purchase of shares of beneficial interest
aggregating less than $100,000 subject to the schedule of sales charges set
forth in the Prospectus at a price based on the net asset value per share of the
Fund on March 31, 1999.
<TABLE>
<S> <C> <C> <C>
INVESTORS HIGH
GRADE BOND INVESTORS BOND TAXSAVER BOND
FUND FUND FUND
- ---------------------------------------------- ---------------- ----------------- -----------------

Net Asset Value per Share $9.92 $10.32 $10.61
- ---------------------------------------------- ---------------- ----------------- -----------------

Shares Charge, 3.75% of offering price $0.39 $0.40 $0.41
(3.90% of net asset value per share)
- ---------------------------------------------- ---------------- ----------------- -----------------

Offering to Public $10.31 $10.72 $11.02
- ---------------------------------------------- ---------------- ----------------- -----------------

44
<PAGE>

MAINE NEW
MUNICIPAL BOND HAMPSHIRE
FUND BOND FUND
- ---------------------------------------------- ---------------- -----------------

Net Asset Value per Share $11.07 $10.80
- ---------------------------------------------- ---------------- -----------------

Shares Charge, 3.00% of offering price $0.34 $0.33
(3.09% of net asset value per share)
- ---------------------------------------------- ---------------- -----------------

Offering to Public $11.41 $11.13
- ---------------------------------------------- ---------------- -----------------
</TABLE>

Each Fund reserves the right to refuse any purchase request.

Fund shares are normally issued for cash only. In the Adviser's discretion,
however, a Fund may accept portfolio securities that meet the investment
objective and policies of a Fund as payment for Fund shares. A Fund will only
accept securities that: (1) are not restricted as to transfer by law and are not
illiquid; and (2) have a value that is readily ascertainable (and not
established only by valuation procedures).

1. IRAS

All contributions into an IRA through the automatic investing service are
treated as IRA contributions made during the year the investment is received.

2. UGMAS/UTMAS

If the trustee's name is not in the account registration of a gift or transfer
to minor ("UGMA/UTMA") account, the investor must provide a copy of the trust
document.

3. PURCHASES THROUGH FINANCIAL INSTITUTIONS

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<PAGE>

Investors purchasing shares of a Fund through a financial institution should
read any materials and information provided by the financial institution to
acquaint themselves with its procedures and any fees that the institution may
charge.

C. ADDITIONAL REDEMPTION INFORMATION

1. SUSPENSION OF RIGHT OF REDEMPTION

The right of redemption may not be suspended, except for any period during
which: (1) the New York Stock Exchange, Inc. is closed (other than customary
weekend and holiday closings) or during which the Securities and Exchange
Commission determines that trading thereon is restricted; (2) an emergency (as
determined by the SEC) exists as a result of which disposal by a Fund of its
securities is not reasonably practicable or as a result of which it is not
reasonably practicable for a Fund fairly to determine the value of its net
assets; or (3) the SEC may by order permit for the protection of the
shareholders of a Fund.

2. REDEMPTION-IN-KIND

Redemption proceeds normally are paid in cash. Payments may be made wholly or
partly in portfolio securities, however, if the Board determines conditions
exist which would make payment in cash detrimental to the best interests of a
Fund. If redemption proceeds are paid wholly or partly in portfolio securities,
brokerage costs may be incurred by the shareholder in converting the securities
to cash. The Trust has filed an election with the SEC pursuant to which a Fund
may only effect a redemption in portfolio securities if the particular
shareholder is redeeming more than $250,000 or 1% of the Fund's total net
assets, whichever is less, during any 90-day period.

D. NAV DETERMINATION

In determining a Fund's NAV per share, securities for which market quotations
are readily available are valued at current market value using the last reported
sales price. If no sale price is reported, the average of the last bid and ask
price is used. If no average price is available, the last bid price is used. If
market quotations are not readily available, then securities are valued at fair
value as determined by the Board (or its delegate).

E. DISTRIBUTIONS

Distributions of net investment income will be reinvested at a Fund's NAV per
share as of the last day of the period with respect to which the distribution is
paid. Distributions of capital gain will be reinvested at the NAV per share of a
Fund on the payment date for the distribution. Cash payments may be made more
than seven days following the date on which distributions would otherwise be
reinvested.

F. SALES CHARGES

1. REDUCED SALES CHARGES

You may qualify for a reduced sales charge on Fund purchases under rights of
accumulation or a letter of intent. If you qualify for rights of accumulation
("ROA"), the sales charge you pay is based on the total of your current purchase
and the net asset value (at the end of the previous fund business day) of shares
that you already hold. To qualify for ROA on a purchase, you must inform FSS and
supply sufficient information to verify that each purchase qualifies for the
privilege or discount. You may also enter into a written Letter of Intent
("LOI"), which expresses your intent to invest $100,000 or more in a Fund within
a period of 13 months. Each purchase under a LOI will be made at the public
offering price applicable at the time of the purchase to a single transaction of

46
<PAGE>

the dollar amount indicated in the LOI. If you do not purchase the minimum
investment referenced in the LOI, you must pay the Fund an amount equal to the
difference between the dollar value of the sales charges paid under the LOI and
the dollar value of the sales charges due on the aggregate purchases of the Fund
as if such purchases were executed in a single transaction.

2. ELIMINATION OF SALES CHARGES

No sales charge is assessed on the reinvestment of Fund distributions. No sales
charge is assessed on purchases made for investment purposes or on redemptions
by:

o any bank, trust company, savings association or similar institution with
whom the distributor has entered into a share purchase agreement acting on
behalf of the institution's fiduciary customer accounts or any account
maintained by its trust department (including a pension, profit sharing or
other employee benefit trust created pursuant to a qualified retirement
plan)
o any registered investment adviser with whom the distributor has entered
into a share purchase agreement and which is acting on behalf of its
fiduciary customer accounts
o any broker-dealer with whom the distributor has entered into a Fee-Based
Wrap Account Agreement or similar agreement and which is acting on behalf
of its fee-based program clients
o Trustees and officers of the Trust; directors, officers and full-time
employees of the Advisor, the distributor, any of their affiliates or any
organization with which the distributor has entered into a Selected Dealer
or similar agreement; the spouse, sibling, direct ancestor or direct
descendent (collectively, "relatives") of any such person; any trust or
individual retirement account or self-employed retirement plan for the
benefit of any such person or relative; or the estate of any such person or
relative
o any person who has, within the preceding 90 days, redeemed Fund shares (but
only on purchases in amounts not exceeding the redeemed amounts) and
completes a reinstatement form upon investment
o persons who exchange into a Fund from a mutual fund other than a fund of
the Trust that participates in the Trust's exchange program
o employee benefit plans qualified under Section 401 of the Internal Revenue
Code of 1986, as amended.

The Fund requires appropriate documentation of an investor's eligibility to
purchase or redeem Fund shares without a sales charge. Any shares so purchased
may not be resold except to the Fund.

8. TAXATION

The tax information set forth in the Prospectus and the information in this
section relates solely to U.S. federal income tax law and assumes that each Fund
qualifies as a regulated investment company (as discussed below). Such
information is only a summary of certain key federal income tax considerations
affecting each Fund and its shareholders that are not described in the
Prospectus. No attempt has been made to present a complete explanation of the
federal tax treatment of a Fund or the implications to shareholders. The
discussions here and in the Prospectus are not intended as substitutes for
careful tax planning.

This "Taxation" section is based on the Code and applicable regulations in
effect on the date hereof. Future legislative or administrative changes or court
decisions may significantly change the tax rules applicable to a Fund and its
shareholders. Any of these changes or court decisions may have a retroactive
effect.

ALL INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISOR AS TO THE FEDERAL, STATE,
LOCAL AND FOREIGN TAX PROVISIONS APPLICABLE TO THEM.

A. QUALIFICATION AS A REGULATED INVESTMENT COMPANY

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<PAGE>

The tax year end of each Fund is March 31 (the same as the Fund's fiscal year
end).

1. MEANING OF QUALIFICATION

As a regulated investment company, a Fund will not be subject to federal income
tax on the portion of its investment company taxable income (that is, taxable
interest, dividends net short-term capital gains, and other taxable ordinary
income, net of expenses) and net capital gain (that is, the excess of net
long-term capital gains over net short-term capital losses) that it distributes
to shareholders. In order to qualify to be taxed as a regulated investment
company a Fund must satisfy the following requirements:

o The Fund must distribute at least 90% of its investment company
taxable income for the tax year. (Certain distributions made by a Fund
after the close of its tax year are considered distributions
attributable to the previous tax year for purposes of satisfying this
requirement.)

o The Fund must derive at least 90% of its gross income from certain
types of income derived with respect to its business of investing in
securities.

o The Fund must satisfy the following asset diversification test at the
close of each quarter of the Fund's tax year: (1) at least 50% of the
value of the Fund's assets must consist of cash and cash items, U.S.
government securities, securities of other regulated investment
companies, and securities of other issuers (as to which the Fund has
not invested more than 5% of the value of the Fund's total assets in
securities of the issuer and as to which the Fund does not hold more
than 10% of the outstanding voting securities of the issuer); and (2)
no more than 25% of the value of the Fund's total assets may be
invested in the securities of any one issuer (other than U.S.
Government securities and securities of other regulated investment
companies), or in two or more issuers which the Fund controls and
which are engaged in the same or similar trades or businesses.

Each Fund generally intends to operate in a manner such that it will not be
liable for federal income tax.

2. FAILURE TO QUALIFY

If for any tax year a Fund does not qualify as a regulated investment company,
all of its taxable income (including its net capital gain) will be subject to
tax at regular corporate rates without any deduction for dividends to
shareholders, and the dividends will be taxable to the shareholders as ordinary
income to the extent of a Fund's current and accumulated earnings and profits. A
portion of these distributions generally may be eligible for the
dividends-received deduction in the case of corporate shareholders.

Failure to qualify as a regulated investment company would thus have a negative
impact on a Fund's income and performance. It is possible that a Fund will not
qualify as a regulated investment company in any given tax year.

B. FUND DISTRIBUTIONS

Each Fund anticipates distributing substantially all of its investment company
taxable income for each tax year. These distributions are taxable to you as
ordinary income. These distributions may qualify for the 70% dividends-received
deduction for corporate shareholders.

Each Fund anticipates distributing substantially all of its net capital gain for
each tax year. These distributions generally are made only once a year, usually
in November or December, but a Fund may make additional distributions of net
capital gain at any time during the year. These distributions are taxable to you
as long-term capital gain, regardless of how long you have held shares. These
distributions do not qualify for the dividends-received deduction.

48
<PAGE>

Each Fund may have capital loss carryovers (unutilized capital losses from prior
years). These capital loss carryovers (which can be used for up to eight years)
may be used to offset any current capital gain (whether short- or long-term).
All capital loss carryovers are listed in a Fund's financial statements. Any
such losses may not be carried back.

Distributions by a Fund that do not constitute ordinary income dividends or
capital gain dividends will be treated as a return of capital. Return of capital
distributions reduces your tax basis in the shares and are treated as gain from
the sale of the shares to the extent your basis would be reduced below zero.

All distributions by a Fund will be treated in the manner described above
regardless of whether the distribution is paid in cash or reinvested in
additional shares of the Fund (or of another Fund). If you receive distribution
in the form of additional shares, it will be treated as receiving a distribution
in an amount equal to the fair market value of the shares received, determined
as of the reinvestment date.

You may purchase shares whose net asset value at the time reflects undistributed
net investment income or recognized capital gain, or unrealized appreciation in
the value of the assets of a Fund. Distributions of these amounts are taxable to
you in the manner described above, although the distribution economically
constitutes a return of capital to you.

If you purchase shares of a Fund just prior to the ex-dividend date of a
distribution, you will be taxed on the entire amount of the distribution
received, even though the net asset value per share on the date of the purchase
reflected the amount of the distribution.

Ordinarily, you are required to take distributions by a Fund into account in the
year in which they are made. A distribution declared in October, November or
December of any year and payable to you on a specified date in those months,
however, is deemed to be received by you (and made by the Fund) on December 31
of that calendar year if the distribution is actually paid in January of the
following year.

You will be advised annually as to the U.S. federal income tax consequences of
distributions made (or deemed made) to them during the year.

C. CERTAIN TAX RULES APPLICABLE TO THE FUNDS TRANSACTIONS

For federal income tax purposes, when put and call options purchased by a Fund
expire unexercised, the premiums paid by the Fund give rise to short- or
long-term capital losses at the time of expiration (depending on the length of
the respective exercise periods for the options). When put and call options
written by a Fund expire unexercised, the premiums received by the Fund give
rise to short-term capital gains at the time of expiration. When a Fund
exercises a call, the purchase price of the underlying security is increased by
the amount of the premium paid by the Fund. When a Fund exercises a put, the
proceeds from the sale of the underlying security are decreased by the premium
paid. When a put or call written by a Fund is exercised, the purchase price
(selling price in the case of a call) of the underlying security is decreased
(increased in the case of a call) for tax purposes by the premium received.

Certain listed options, regulated futures contracts and forward currency
contracts are considered "Section 1256 contracts" for federal income tax
purposes. Section 1256 contracts held by a Fund at the end of each tax year are
"marked to market" and treated for federal income tax purposes as though sold
for fair market value on the last business day of the tax year. Gains or losses
realized by a Fund on Section 1256 contracts generally is considered 60%
long-term and 40% short-term capital gains or losses. Each Fund can elect to
exempt its Section 1256 contracts, which are part of a "mixed straddle" (as
described below) from the application of Section 1256.

49
<PAGE>

straddle positions by requiring, among other things, that: (1) the loss realized
on disposition of one position of a straddle may not be recognized to the extent
that the Fund has unrealized gains with respect to the other position in such
straddle; (2) the Fund's holding period in straddle positions be suspended while
the straddle exists (possibly resulting in gain being treated as short-term
capital gain rather than long-term capital gain); (3) the losses recognized with
respect to certain straddle positions which are part of a mixed straddle and
which are non-Section 1256 positions be treated as 60% long-term and 40%
short-term capital loss; (4) losses recognized with respect to certain straddle
positions which would otherwise constitute short-term capital losses be treated
as long-term capital losses; and (5) the deduction of interest and carrying
charges attributable to certain straddle positions may be deferred. Various
elections are available to a Fund, which may mitigate the effects of the
straddle rules, particularly with respect to mixed straddles. In general, the
straddle rules described above do not apply to any straddles held by a Fund all
of the offsetting positions of which consist of Section 1256 contracts.

If a Fund invests in the securities of foreign issuers, the Fund's income may be
subject to foreign withholding taxes.

D. FEDERAL EXCISE TAX

A 4% non-deductible excise tax is imposed on a regulated investment company that
fails to distribute in each calendar year an amount equal to: (1) 98% of its
ordinary taxable income for the calendar year; and (2) 98% of its capital gain
net income for the one-year period ended on October 31 of the calendar year. The
balance of the Fund's income must be distributed during the next calendar year.
A Fund will be treated as having distributed any amount on which it is subject
to income tax for any tax year.

For purposes of calculating the excise tax, each Fund: (1) reduces its capital
gain net income (but not below its net capital gain) by the amount of any net
ordinary loss for the calendar year; and (2) excludes foreign currency gains and
losses incurred after October 31 of any year (or December 31 if it has made the
election described above) in determining the amount of ordinary taxable income
for the current calendar year. The Fund will include foreign currency gains and
losses incurred after October 31 in determining ordinary taxable income for the
succeeding calendar year.

E. SALE OR REDEMPTION OF SHARES

In general, a shareholder will recognize gain or loss on the sale or redemption
of shares of a Fund in an amount equal to the difference between the proceeds of
the sale or redemption and the shareholder's adjusted tax basis in the shares.
All or a portion of any loss so recognized may be disallowed if the shareholder
purchases (for example, by reinvesting dividends) other shares of the Fund
within 30 days before or after the sale or redemption (a so called "wash sale").
In general, any gain or loss arising from the sale or redemption of shares of a
Fund will be considered capital gain or loss and will be long-term capital gain
or loss if the shares were held for longer than one year. Any capital loss
arising from the sale or redemption of shares held for six months or less,
however, is treated as a long-term capital loss to the extent of the amount of
capital gain distributions received on such shares. In determining the holding
period of such shares for this purpose, any period during which a shareholder's
risk of loss is offset by means of options, short sales or similar transactions
is not counted. Capital losses in any year are deductible only to the extent of
capital gains plus, in the case of a noncorporate taxpayer, $3,000 of ordinary
income.

50
<PAGE>

F. BACKUP WITHHOLDING

A Fund will be required in certain cases to withhold and remit to the U.S.
Treasury 31% of distributions, and the proceeds of redemptions of shares, paid
to any shareholder: (1) who has failed to provide correct tax payer
identification number; (2) who is subject to backup withholding by the IRS for
failure to report the receipt of interest or dividend income properly; or (3)
who has failed to certify to a Fund that it is not subject to backup withholding
or that it is a corporation or other "exempt recipient." Backup withholding is
not an additional tax; any amounts so withheld may be credited against a
shareholder's federal income tax liability or refunded.

G. FOREIGN SHAREHOLDERS

If the income from a Fund is not effectively connected with a U.S. trade or
business carried on by a foreign shareholder, ordinary income distributions paid
to a foreign shareholder will be subject to U.S. withholding tax at the rate of
30% (or lower applicable treaty rate) upon the gross amount of the distribution.
The foreign shareholder generally would be exempt from U.S. federal income tax
on gain realized on the sale of shares of a Fund, capital gain distributions
from a Fund and amounts retained by a Fund that are designated as undistributed
capital gain.

If the income from a Fund is effectively connected with a U.S. trade or business
carried on by a foreign shareholder, then ordinary income distributions, capital
gain distributions, and any gain realized upon the sale of shares of a Fund will
be subject to U.S. federal income tax at the rates applicable to U.S. citizens
or U.S. corporations.

In the case of a noncorporate foreign shareholder, a Fund may be required to
withhold U.S. federal income tax at a rate of 31% on distributions that are
otherwise exempt from withholding (or taxable at a reduced treaty rate), unless
the shareholder furnishes the Fund with proper notification of its foreign
status.

The tax consequences to a foreign shareholder entitled to claim the benefits of
an applicable tax treaty might be different from those described herein.

The tax rules of other countries with respect to distributions from a Fund can
differ from the U.S. federal income taxation rules described above. These
foreign rules are not discussed herein. Foreign shareholders are urged to
consult their own tax advisers as to the consequences of foreign tax rules with
respect to an investment in a Fund.

H. STATE AND LOCAL TAXES

The tax rules of the various states of the U.S. and local jurisdictions with
respect to distributions from a Fund can differ from the U.S. federal income
taxation rules described above. These state and local rules are not discussed
herein. Shareholders are urged to consult their tax advisers as to the
consequences of state and local tax rules with respect to an investment in a
Fund.

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<PAGE>

9. OTHER MATTERS

A. THE TRUST AND ITS SHAREHOLDERS

1. GENERAL INFORMATION

Forum Funds was organized as a business trust under the laws of the State of
Delaware on August 29, 1995. On January 5, 1996 the Trust succeeded to the
assets and liabilities of Forum Funds, Inc.

The Trust is registered as an open-end, management investment company under the
1940 Act. The Trust offers shares of beneficial interest in its series. As of
the date hereof, the Trust consisted of the following shares of beneficial
interest:

Austin Global Equity Fund Investors Equity Fund
BIA Growth Equity Fund Investors Growth Fund
BIA Small-Cap Growth Fund Investors High Grade Bond Fund
Daily Assets Cash Fund(1) Maine Municipal Bond Fund
Daily Assets Government Fund(1) New Hampshire Bond Fund
Daily Assets Government Obligations Fund(1) Payson Balanced Fund
Daily Asset Municipal Fund(1) Payson Value Fund
Daily Assets Treasury Obligations Fund(1) Polaris Global Value Fund
Equity Index Fund TaxSaver Bond Fund
Investors Bond Fund

(1) The Trust offers shares of beneficial interest in an institutional,
institutional service, and investor share class of these series.

The Trust, Funds' investment adviser and the principal underwriter have adopted
codes of ethics under Rule 17j-1, as amended, of the 1940 Act. These codes
permit personnel subject to the codes to invest in securities, including
securities that may be purchased or held by the Fund. The Board will consider
approving amendments to the code of ethics for the Trust, the Funds' invesmtent
adviser and the principal underwriter at its next regularly scheduled meeting.

The Fund reserves the right to invest in one or more other investment companies
in a Core and Gateway(R) structure.

The Trust and each Fund will continue indefinitely until terminated.

2. SERIES AND CLASSES OF THE TRUST

Each series or class of the Trust may have a different expense ratio and its
expenses will affect each class' performance. For more information on any other
class of shares of the Fund, you may contact FSS.

3. SHAREHOLDER VOTING AND OTHER RIGHTS

Each share of each series of the Trust and each class of shares has equal
dividend, distribution, liquidation and voting rights, and fractional shares
have those rights proportionately, except that expenses related to the
distribution of the shares of each class (and certain other expenses such as
transfer agency, shareholder service and administration expenses) are borne
solely by those shares. Each class votes separately with respect to the
provisions of any Rule 12b-1 plan which pertains to the class and other matters
for which separate class voting is appropriate under applicable law. Generally,
shares will be voted separately by individual series except if: (1) the 1940 Act
requires shares to be voted in the aggregate and not by individual series; and
(2) when the Trustees determine that the matter affects more than one series and
all affected series must vote. The Trustees may also determine that a matter
only affects certain classes of the Trust and thus only those classes are
entitled to vote on the matter. Delaware law does not require the Trust to hold

52
<PAGE>

annual meetings of shareholders, and it is anticipated that shareholder meetings
will be held only when specifically required by federal or state law. There are
no conversion or preemptive rights in connection with shares of the Trust.

All shares, when issued in accordance with the terms of the offering, will be
fully paid and nonassessable.

A shareholder in a series is entitled to the shareholder's pro rata share of all
distributions arising from that series' assets and, upon redeeming shares, will
receive the portion of the series' net assets represented by the redeemed
shares.

A shareholder or shareholders representing 33 1/3% or more the outstanding
shares entitled to vote may, as set forth in the Trust Instrument, call meetings
of the Trust (or series) for any purpose related to the Trust (or series),
including, in the case of a meeting of the Trust, the purpose of voting on
removal of one or more Trustees.

4. CERTAIN REORGANIZATION TRANSACTIONS

B. FUND OWNERSHIP

As of July 1, 1999, the percentage of shares owned by all officers and trustees
of the Trust as a group was as follows. To the extent officers and trustees own
less than 1% of the shares of each class of shares of a Fund (or of the Trust),
the table reflects "N/A" for not applicable.

PERCENTAGE OF SHARES
FUND (OR TRUST) OWNED
The Trust N/A
Investors High Grade Bond Fund N/A
Investors Bond Fund N/A
TaxSaver Fund N/A
Maine Municipal Bond Fund N/A
New Hampshire Bond Fund N/A

Also as of that date, certain shareholders of record owned 5% or more of a class
of shares of a Fund. Shareholders known by a Fund to own beneficially 5% or more
of a class of shares of the Fund are listed in Table 8 in Appendix B.

From time to time, certain shareholders may own a large percentage of the shares
of a Fund. Accordingly, those shareholders may be able to greatly affect (if not
determine) the outcome of a shareholder vote. As of July 1, 1999, the following
persons beneficially owned 25% or more of the shares of a Fund (or of the Trust)
and may be deemed to control the Fund (or the Trust). For each person listed
that is a company, the jurisdiction under the laws of which the company is
organized (if applicable) and the company's parents are listed.

53
<PAGE>

CONTROLLING PERSON INFORMATION
<TABLE>
<S> <C> <C>
PERCENTAGE OF
FUND (OR TRUST) SHAREHOLDER SHARES OWNED

Investors High Grade Bond Fund Babb & Co. (incorporated in New
Hampshire)
C/O Bank of New hampshire
PO Box 477 98.81%
Concord, NH 03302

Investors Bond Fund FirsTrust (incorporated in Indiana)
National City Bank Trust Dept.
227 Main Street
Evansville, IN 47708 40.21%

FirsTrust (incorporated in Indiana)
National City Bank Trust Dept.
227 Main Street
Evansville, IN 47708 28.05%

TaxSaver Fund FirsTrust (incorporated in Indiana)
National City Bank Trust Dept.
227 Main Street
Evansville, IN 47708 35.43%

New Hampshire Bond Fund Independence Trust (organized in New
Hampshire)
The Atrium Building
1001 Elm Street Suite 205 40.21%
Manchester, NH 03101
</TABLE>

Bank of New Hampshire is the parent company of Babb & Co. National City Bank of
Evansville is the parent company of FirsTrust.

C. LIMITATIONS ON SHAREHOLDERS' AND TRUSTEES' LIABILITY

Delaware law provides that Fund shareholders are entitled to the same
limitations of personal liability extended to stockholders of private
corporations for profit. In the past, the securities regulators of some states,
however, have indicated that they and the courts in their state may decline to
apply Delaware law on this point. The Forum Funds' Trust Instrument (the
document that governs the operations of the Trust) contains an express
disclaimer of shareholder liability for the debts, liabilities, obligations and
expenses of the Trust and requires that a disclaimer be given in each bond, note
or contract, or other undertaking entered into or executed by the Trust or the
Trustees. The Trust Instrument provides for indemnification out of each series'
property of any shareholder or former shareholder held personally liable for the
obligations of the series if held to be personally liable solely by reason of
being or having been a shareholder of a series. The Trust Instrument also
provides that each series shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of the series and satisfy
any judgment thereon. Thus, the risk of a shareholder incurring financial loss
on account of shareholder liability is limited to circumstances in which
Delaware law does not apply, no contractual limitation of liability was in
effect, and the portfolio is unable to meet its obligations. FAdS believes that,
in view of the above, there is no risk of personal liability to shareholders.

54
<PAGE>

The Trust Instrument provides that the Trustees shall not be liable to any
person other than the Trust and its shareholders. In addition, the Trust
Instrument provides that the Trustees shall not be liable for any conduct
whatsoever, provided that a Trustee is not protected against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office.

D. REGISTRATION STATEMENT

This SAI and the Prospectus do not contain all the information included in the
Trust's registration statement filed with the SEC under the 1933 Act with
respect to the securities offered hereby. The registration statement, including
the exhibits filed therewith, may be examined at the office of the SEC in
Washington, D.C.

Statements contained herein and in the Prospectus as to the contents of any
contract or other documents are not necessarily complete, and, in each instance,
are qualified by, the copy of such contract or other documents filed as exhibits
to the registration statement.

FINANCIAL STATEMENTS

The financial statements of each of Investors High Grade Bond Fund, Investors
Bond Fund, TaxSaver Fund, Maine Municipal Bond Fund, and New Hampshire Bond Fund
for the year ended March 31, 1999, which are included in the Annual Report to
Shareholders of each Fund, are incorporated herein by reference. These financial
statements include the schedules of investments, statements of assets and
liabilities, statements of operations, statements of changes in net assets,
financial highlights, notes and independent auditors' reports.

55
<PAGE>

APPENDIX A - DESCRIPTION OF SECURITIES RATINGS

A. CORPORATE BONDS (INCLUDING CONVERTIBLE BONDS)

1. MOODY'S INVESTORS SERVICE

AAA Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred
to as "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong
position of such issues.

AA Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risk
appear somewhat larger than the Aaa securities.

A Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors
giving security to principal and interest are considered adequate, but
elements may be present which suggest a susceptibility to impairment
some time in the future.

BAA Bonds which are rated Baa are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics
as well.

BA Bonds, which are rated Ba, are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection
of interest and principal payments may be very moderate, and thereby
not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

B Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.

CAA Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest. Ca Bonds which are rated Ca represent
obligations which are speculative in a high degree. Such issues are
often in default or have other marked shortcomings.

C Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

NOTE
Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates
a ranking in the lower end of that generic rating category.

A-1
<PAGE>

2. STANDARD AND POOR'S CORPORATION

AAA An obligation rated AAA has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

AA An obligation rated AA differs from the highest-rated obligations only
in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.

A An obligation rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor's capacity
to meet its financial commitment on the obligation is still strong.

BBB An obligation rated BBB exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity of the obligor to meet its
financial commitment on the obligation.

NOTE Obligations rated BB, B, CCC, CC, and C are regarded as having
significant speculative characteristics. BB indicates the least degree
of speculation and C the highest. While such obligations will likely
have some quality and protective characteristics, these may be
outweighed by large uncertainties or major exposures to adverse
conditions.

BB An obligation rated BB is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which
could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.

B An obligation rated B is more vulnerable to nonpayment than obligations
rated BB, but the obligor currently has the capacity to meet its
financial commitment on the obligation. Adverse business, financial, or
economic conditions will likely impair the obligor's capacity or
willingness to meet its financial commitment on the obligation.

CCC An obligation rated CCC is currently vulnerable to nonpayment, and is
dependent upon favorable business, financial, and economic conditions
for the obligor to meet its financial commitment on the obligation. In
the event of adverse business, financial, or economic conditions, the
obligor is not likely to have the capacity to meet its financial
commitment on the obligation.

CC An obligation rated CC is currently highly vulnerable to nonpayment.

C The C rating may be used to cover a situation where a bankruptcy
petition has been filed or similar action has been taken, but payments
on this obligation are being continued.

D An obligation rated D is in payment default. The D rating category is
used when payments on an obligation are not made on the date due even
if the applicable grace period has not expired, unless Standard &
Poor's believes that such payments will be made during such grace
period. The D rating also will be used upon the filing of a bankruptcy
petition or the taking of a similar action if payments on an obligation
are jeopardized.

NOTE Plus (+) or minus (-). The ratings from AA to CCC may be modified by
the addition of a plus or minus sign to show relative standing within
the major rating categories.

The "r" symbol is attached to the ratings of instruments with
significant noncredit risks. It highlights risks to principal or
volatility of expected returns which are not addressed in the credit
rating. Examples include: obligations linked or indexed to equities,
currencies, or commodities; obligations exposed to severe prepayment
risk-such as interest-only or principal-only mortgage securities; and
obligations with unusually risky interest terms, such as inverse
floaters.

A-2
<PAGE>

3. DUFF & PHELPS CREDIT RATING CO.

AAA Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA+
AA High credit quality. Protection factors are strong. Risk is modest but
may vary slightly from time to time because of economic conditions.

A+
A, A- Protection factors are average but adequate. However, risk factors
are more variable in periods of greater economic stress.

BBB+
BBB
BBB- Below-average protection factors but still considered sufficient for
prudent investment. Considerable variability in risk during economic
cycles.

BB+
BB
BB- Below investment grade but deemed likely to meet obligations when due.
Present or prospective financial protection factors fluctuate according
to industry conditions. Overall quality may move up or down frequently
within this category.

B+
B, B- Below investment grade and possessing risk that obligations will not
be met when due. Financial protection factors will fluctuate widely
according to economic cycles, industry conditions and/or company
fortunes. Potential exists for frequent changes in the rating within
this category or into a higher or lower rating grade.

CCC Well below investment-grade securities. Considerable uncertainty exists
as to timely payment of principal, interest or preferred dividends.
Protection factors are narrow and risk can be substantial with
unfavorable economic/industry conditions, and/or with unfavorable
company developments.

DD Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or interest payments.

DP Preferred stock with dividend arrearages.

4. FITCH IBCA, INC.

INVESTMENT GRADE

AA Very high credit quality. `AA' ratings denote a very low expectation of
credit risk. They indicate very strong capacity for timely payment of
financial commitments. This capacity is not significantly vulnerable to
foreseeable events.

A-3
<PAGE>

A High credit quality. `A' ratings denote a low expectation of credit
risk. The capacity for timely payment of financial commitments is
considered strong. This capacity may, nevertheless, be more vulnerable
to changes in circumstances or in economic conditions than is the case
for higher ratings.

BBB Good credit quality. `BBB' ratings indicate that there is currently a
low expectation of credit risk. The capacity for timely payment of
financial commitments is considered adequate, but adverse changes in
circumstances and in economic conditions are more likely to impair this
capacity. This is the lowest investment-grade category.

SPECULATIVE GRADE

BB Speculative. `BB' ratings indicate that there is a possibility of
credit risk developing, particularly as the result of adverse economic
change over time; however, business or financial alternatives may be
available to allow financial commitments to be met. Securities rated in
this category are not investment grade.

B Highly speculative. `B' ratings indicate that significant credit risk
is present, but a limited margin of safety remains. Financial
commitments are currently being met; however, capacity for continued
payment is contingent upon a sustained, favorable business and economic
environment.

CCC
CC, C High default risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon sustained,
favorable business or economic developments. A `CC' rating indicates
that default of some kind appears probable. `C' ratings signal imminent
default.

DDD
DD, D Default. Securities are not meeting current obligations and are
extremely speculative. `DDD' designates the highest potential for
recovery of amounts outstanding on any securities involved. For U.S.
corporates, for example, `DD' indicates expected recovery of 50% - 90%
of such outstandings, and `D' the lowest recovery potential, i.e. below
50%.

B. PREFERRED STOCK

1. MOODY'S INVESTORS SERVICE

AAA An issue which is rated "aaa" is considered to be a top-quality
preferred stock. This rating indicates good asset protection and the
least risk of dividend impairment within the universe of preferred
stocks.

AA An issue which is rated "aa" is considered a high-grade preferred
stock. This rating indicates that there is a reasonable assurance the
earnings and asset protection will remain relatively well maintained in
the foreseeable future.

A An issue which is rated "a" is considered to be an upper-medium grade
preferred stock. While risks are judged to be somewhat greater then in
the "aaa" and "aa" classification, earnings and asset protection are,
nevertheless, expected to be maintained at adequate levels.

BAA An issue which is rated "baa" is considered to be a medium-grade
preferred stock, neither highly protected nor poorly secured. Earnings
and asset protection appear adequate at present but may be questionable
over any great length of time.

BA An issue which is rated "ba" is considered to have speculative elements
and its future cannot be considered well assured. Earnings and asset
protection may be very moderate and not well safeguarded during adverse
periods. Uncertainty of position characterizes preferred stocks in this
class.

A-4
<PAGE>

B An issue which is rated "b" generally lacks the characteristics of a
desirable investment. Assurance of dividend payments and maintenance of
other terms of the issue over any long period of time may be small.

CAA An issue which is rated "caa" is likely to be in arrears on dividend
payments. This rating designation does not purport to indicate the
future status of payments.

CA An issue which is rated "ca" is speculative in a high degree and is
likely to be in arrears on dividends with little likelihood of eventual
payments.

C This is the lowest rated class of preferred or preference stock. Issues
so rated can thus be regarded as having extremely poor prospects of
ever attaining any real investment standing.

NOTE Moody's applies numerical modifiers 1, 2, and 3 in each rating
classification: the modifier 1 indicates that the security ranks in the
higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking and the modifier 3 indicates that the issue ranks in
the lower end of its generic rating category.

2. STANDARD & POOR'S

AAA This is the highest rating that may be assigned by Standard & Poor's to
a preferred stock issue and indicates an extremely strong capacity to
pay the preferred stock obligations.

AA A preferred stock issue rated AA also qualifies as a high-quality,
fixed-income security. The capacity to pay preferred stock obligations
is very strong, although not as overwhelming as for issues rated AAA.

A An issue rated A is backed by a sound capacity to pay the preferred
stock obligations, although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions.

BBB An issue rated BBB is regarded as backed by an adequate capacity to pay
the preferred stock obligations. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to make
payments for a preferred stock in this category than for issues in the
A category.

BB
B, CCC Preferred stock rated BB, B, and CCC is regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay
preferred stock obligations. BB indicates the lowest degree of
speculation and CCC the highest. While such issues will likely have
some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

CC The rating CC is reserved for a preferred stock issue that is in
arrears on dividends or sinking fund payments, but that is currently
paying.

C A preferred stock rated C is a nonpaying issue.

D A preferred stock rated D is a nonpaying issue with the issuer in
default on debt instruments.

A-5
<PAGE>

N.R. This indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that Standard &
Poor's does not rate a particular type of obligation as a matter of
policy.

NOTE Plus (+) or minus (-). To provide more detailed indications of
preferred stock quality, ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the
major rating categories.

C. SHORT TERM RATINGS

1. MOODY'S INVESTORS SERVICE

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

PRIME-2 Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to
a lesser degree. Earnings trends and coverage ratios, while sound, may
be more subject to variation. Capitalization characteristics, while
still appropriate, may be more affected by external conditions. Ample
alternate liquidity is maintained.

PRIME-3 Issuers rated Prime-3 (or supporting institutions) have an acceptable
ability for repayment of senior short-term obligations. The effect of
industry characteristics and market compositions may be more
pronounced. Variability in earnings and profitability may result in
changes in the level of debt protection measurements and may require
relatively high financial leverage. Adequate alternate liquidity is
maintained.

NOT
PRIME Issuers rated Not Prime do not fall within any of the Prime rating
categories.

2. STANDARD AND POOR'S

A-1 A short-term obligation rated A-1 is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial
commitment on the obligation is strong. Within this category, certain
obligations are designated with a plus sign (+). This indicates that
the obligor's capacity to meet its financial commitment on these
obligations is extremely strong.

A-2 A short-term obligation rated A-2 is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions
than obligations in higher rating categories. However, the obligor's
capacity to meet its financial commitment on the obligation is
satisfactory.

A-6
<PAGE>

A-3 A short-term obligation rated A-3 exhibits adequate protection
parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of the
obligor to meet its financial commitment on the obligation.

B A short-term obligation rated B is regarded as having significant
speculative characteristics. The obligor currently has the capacity to
meet its financial commitment on the obligation; however, it faces
major ongoing uncertainties which could lead to the obligor's
inadequate capacity to meet its financial commitment on the obligation.

C A short-term obligation rated C is currently vulnerable to nonpayment
and is dependent upon favorable business, financial, and economic
conditions for the obligor to meet its financial commitment on the
obligation.

D A short-term obligation rated D is in payment default. The D rating
category is used when payments on an obligation are not made on the
date due even if the applicable grace period has not expired, unless
Standard & Poor's believes that such payments will be made during such
grace period. The D rating also will be used upon the filing of a
bankruptcy petition or the taking of a similar action if payments on an
obligation are jeopardized.

3. FITCH IBCA, INC.

F1 Obligations assigned this rating have the highest capacity for timely
repayment under Fitch IBCA's national rating scale for that country,
relative to other obligations in the same country. This rating is
automatically assigned to all obligations issued or guaranteed by the
sovereign state. Where issues possess a particularly strong credit
feature, a "+" is added to the assigned rating.

F2 Obligations supported by a strong capacity for timely repayment
relative to other obligors in the same country. However, the relative
degree of risk is slightly higher than for issues classified as `A1'
and capacity for timely repayment may be susceptible to adverse changes
in business, economic, or financial conditions.

F3 Obligations supported by an adequate capacity for timely repayment
relative to other obligors in the same country. Such capacity is more
susceptible to adverse changes in business, economic, or financial
conditions than for obligations in higher categories.

B Obligations for which the capacity for timely repayment is uncertain
relative to other obligors in the same country. The capacity for timely
repayment is susceptible to adverse changes in business, economic, or
financial conditions.

C Obligations for which there is a high risk of default to other obligors
in the same country or which are in default.

A-7
<PAGE>

B-7
APPENDIX B - MISCELLANEOUS TABLES

TABLE 1 - INVESTMENT ADVISORY FEES

The following table shows the dollar amount of fees payable to the Adviser with
respect to each Fund.

INVESTORS HIGH GRADE BOND FUND
ADVISORY FEE

Year Ended March 31, 1999 $140,442
Year Ended March 31, 1998 $5,970

INVESTORS BOND FUND ADVISORY FEE
Year Ended March 31, 1999 $328,113
Year Ended March 31, 1998 $171,777
Year Ended March 31, 1997 $100,163

TAXSAVER BOND FUND ADVISORY FEE
Year Ended March 31, 1999 $157,824
Year Ended March 31, 1998 $102,003
Year Ended March 31, 1997 $70,634

MAINE MUNICIPAL BOND FUND ADVISORY FEE
Year Ended March 31, 1999 $119,844
Year Ended March 31, 1998 $107,471
Year Ended March 31, 1997 $101,549

NEW HAMPSHIRE BOND FUND ADVISORY FEE
Year Ended March 31, 1999 $57,031
Year Ended March 31, 1998 $43,782
Year Ended March 31, 1997 $31,774

B-1
<PAGE>

TABLE 2 - SALES CHARGES

INVESTORS HIGH GRADE BOND FUND
<TABLE>
<S> <C> <C> <C>
FISCAL YEAR ENDED MARCH 31
AGGREGATE SALES CHARGE AMOUNT RETAINED AMOUNT REALLOWED

1999 $150 $150 $0
1998 $0 $0 $0
1997 N/A N/A N/A

INVESTORS BOND FUND

FISCAL YEAR ENDED MARCH 31
AGGREGATE SALES CHARGE AMOUNT RETAINED AMOUNT REALLOWED

1999 $119 $119 $0
1998 $0 $0 $0
1997 $1,951 $274 $1,677

TAXSAVER BOND FUND

FISCAL YEAR ENDED MARCH 31
AGGREGATE SALES CHARGE AMOUNT RETAINED AMOUNT REALLOWED

1999 $8 $8 $0
1998 $162 $162 $0
1997 $16 $2 $14

MAINE MUNICIPAL BOND FUND

FISCAL YEAR ENDED MARCH 31
AGGREGATE SALES CHARGE AMOUNT RETAINED AMOUNT REALLOWED

1999 $19,170 $146 $19,024
1998 $16,890 $376 $16,514
1997 $117,032 $10,264 $106,768

NEW HAMPSHIRE BOND FUND

FISCAL YEAR ENDED MARCH 31
AGGREGATE SALES CHARGE AMOUNT RETAINED AMOUNT REALLOWED

1999 $771 $141 $630
1998 $4,041 $0 $4,041
1997 $54,094 $4,557 $49,537
</TABLE>

B-2
<PAGE>

TABLE 3 - ADMINISTRATION FEES

The following table shows the dollar amount of fees payable to FAdS with respect
to each Fund, the amount of fee that was waived by FAdS, if any, and the actual
fee received by FAdS.

<TABLE>
<S> <C> <C> <C>
ADMINISTRATION FEE ADMINISTRATION FEE WAIVED ADMINISTRATION FEE
INVESTORS HIGH GRADE BOND FUND PAYABLE RETAINED

Year Ended March 31, 1999 $70,221 $70,221 $0
Year Ended March 31, 1998 $2,985 $2,985 $0

ADMINISTRATION FEE ADMINISTRATION FEE WAIVED ADMINISTRATION FEE
INVESTORS BOND FUND PAYABLE RETAINED

Year Ended March 31, 1999 $164,056 $164,056 $0
Year Ended March 31, 1998 $108,198 $180,198 $0
Year Ended March 31, 1997 $75,122 $75,122 $0

ADMINISTRATION FEE ADMINISTRATION FEE WAIVED ADMINISTRATION FEE
TAXSAVER BOND FUND PAYABLE RETAINED

Year Ended March 31, 1999 $78,912 $78,912 $0
Year Ended March 31, 1998 $66,898 $66,898 $0
Year Ended March 31, 1997 $52,975 $52,975 $0

ADMINISTRATION FEE ADMINISTRATION FEE WAIVED ADMINISTRATION FEE
MAINE MUNICIPAL BOND FUND PAYABLE RETAINED

Year Ended March 31, 1999 $59,922 $59,922 $0
Year Ended March 31, 1998 $73,724 $73,164 $0
Year Ended March 31, 1997 $76,162 $76,162 $0

ADMINISTRATION FEE ADMINISTRATION FEE ADMINISTRATION FEE
NEW HAMPSHIRE BOND FUND PAYABLE WAIVED RETAINED

Year Ended March 31, 1999 $28,516 $28,516 $0
Year Ended March 31, 1998 $29,727 $29,727 $0
Year Ended March 31, 1997 $23,831 $23,831 $0

B-3
<PAGE>

TABLE 4 - ACCOUNTING FEES

The following able shows the dollar amount of fees payable to FAcS with respect
to each Fund, the amount of fee that was waived by FAcS, if any, and the actual
fee received by FAcS.

ACCOUNTING FEE PAYABLE ACCOUNTING FEE WAIVED ACCOUNTING FEE
INVESTORS HIGH GRADE BOND FUND RETAINED

Year Ended March 31, 1999 $40,000 $0 $40,000
Year Ended March 31, 1998 $3,548 $3,548 $0

ACCOUNTING FEE PAYABLE ACCOUNTING FEE WAIVED ACCOUNTING FEE
INVESTORS BOND FUND RETAINED

Year Ended March 31, 1999 $40,000 $0 $40,000
Year Ended March 31, 1998 $41,000 $0 $41,000
Year Ended March 31, 1997 $41,000 $0 $41,000

ACCOUNTING FEE PAYABLE ACCOUNTING FEE WAIVED ACCOUNTING FEE
TAXSAVER BOND FUND RETAINED

Year Ended March 31, 1999 $38,000 $0 $38,000
Year Ended March 31, 1998 $41,000 $0 $41,000
Year Ended March 31, 1997 $36,000 $0 $36,000

ACCOUNTING FEE PAYABLE ACCOUNTING FEE WAIVED ACCOUNTING FEE
MAINE MUNICIPAL BOND FUND RETAINED

Year Ended March 31, 1999 $48,000 $48,000 $0
Year Ended March 31, 1998 $48,000 $0 $48,000
Year Ended March 31, 1997 $48,000 $48,000 $48,000

ACCOUNTING FEE PAYABLE ACCOUNTING FEE WAIVED ACCOUNTING FEE PAYABLE
NEW HAMPSHIRE BOND FUND

Year Ended March 31, 1999 $37,000 $37,000 $0
Year Ended March 31, 1998 $36,000 $0 $36,000
Year Ended March 31, 1997 $37,000 $0 $37,000

B-4
<PAGE>

TABLE 5 - TRANSFER AGENCY FEES

The following table shows the dollar amount of shareholder service fees payable
to FSS with respect to Shares of each Fund.

INVESTORS HIGH GRADE BOND FUND TRANSFER AGENCY FEE TRANSFER AGENCY FEE TRANSFER AGENCY FEE
PAYABLE WAIVED RETAINED

Year Ended March 31, 1999 $99,845 $76,092 $23,753
Year Ended March 31, 1998 $4,248 $3,731 $517

TRANSFER AGENCY FEE TRANSFER AGENCY FEE TRANSFER AGENCY FEE
INVESTORS BOND FUND PAYABLE WAIVED RETAINED

Year Ended March 31, 1999 $218,175 $96,856 $121,319
Year Ended March 31, 1998 $120,533 $102,298 $18,235
Year Ended March 31, 1997 $76,562 $58,271 $18,291

TRANSFER AGENCY FEE TRANSFER AGENCY FEE TRANSFER AGENCY FEE
TAXSAVER BOND FUND PAYABLE WAIVED RETAINED

Year Ended March 31, 1999 $111,354 $97,734 $13,620
Year Ended March 31, 1998 $76,553 $59,098 $17,455
Year Ended March 31, 1997 $57,010 $40,248 $16,762

TRANSFER AGENCY FEE TRANSFER AGENCY FEE TRANSFER AGENCY FEE
MAINE MUNICIPAL BOND FUND PAYABLE WAIVED RETAINED

Year Ended March 31, 1999 $96,618 $74,804 $21,814
Year Ended March 31, 1998 $86,179 $43,753 $42,426
Year Ended March 31, 1997 $82,456 $39,581 $42,875

TRANSFER AGENCY FEE TRANSFER AGENCY FEE TRANSFER AGENCY FEE
NEW HAMPSHIRE BOND FUND PAYABLE WAIVED RETAINED

Year Ended March 31, 1999 $50,028 $36,422 $13,606
Year Ended March 31, 1998 $40,793 $11,618 $29,175
Year Ended March 31, 1997 $33,317 $6,539 $26,778
</TABLE>

B-5
<PAGE>

TABLE 6 - COMMISSIONS

The following table shows the aggregate brokerage commissions with respect to
each Fund that incurred brokerage costs. The data are for the past three fiscal
years or shorter period if the Fund has been in operation for a shorter period.
<TABLE>
<S> <C> <C> <C> <C> <C>
INVESTORS HIGH MAINE MUNICIPAL NEW HAMPSHIRE
GRADE BOND FUND INVESTORS BOND FUND TAXSAVER BOND BOND FUND BOND FUND
YEAR ENDED FUND
March 31, 1999 $0 $0 $0 $0 $0
March 31, 1998 $0 $0 $0 $0 $0
March 31, 1997 $0 $0 $0 $0 $0
</TABLE>

TABLE 7 - SECURITIES OF REGULAR BROKERS OR DEALERS

BankAmerica Corp. $528,000 $0 $0 $0 $0
Dean Witter Discover $504,000 $0 $0 $0 $0
Dreyfus Cash Management $815,000 $257,000 $0 $0 $0
Lehman Brothers Holdings, Inc. $2,145,000 $2,529,000 $0 $0 $0
Paine Webber, Inc. $0 $536,000 $0 $0 $0
JP Morgan & Co. $0 $1,530,000 $0 $0 $0
Chase Manhattan Bank, N.A. $0 $548,000 $0 $0 $0
Merrill Lynch & Co. $0 $1,220,000 $0 $0 $0
Morgan Stanley Group, Inc. $0 $515,000 $0 $0 $0
Bear Stearns Cos., Inc. $0 $508,000 $0 $0 $0
</TABLE>

B-6
<PAGE>

TABLE 8 - 5% SHAREHOLDERS

The following table lists (1) the persons who owned of record 5% or more of the
outstanding shares of a class of shares of a Fund and (2) any person known by a
Fund to own beneficially 5% or more of a class of shares of a Fund, as of July
1, 1999.
<TABLE>
<S> <C> <C> <C>
% OF
FUND/CLASS OF SHARES NAME AND ADDRESS SHARES FUND

Investors Bond Fund SEI Trust Company
C/O Irwin Union Bank & Trust
One Freedom Valley Drive
Oaks, PA 19456 752,395.509 11.55%

SEI Trust Company
C/O Irwin Union Bank & Trust
One Freedom Valley Drive
Oaks, PA 19456 671,765.332 10.32%

TaxSaver Bond Fund SEI Trust Company
C/O Irwin Union Bank & Trust
One Freedom Valley Drive
Oaks, PA 19456 675,398.441 20.48%

Leonore Zusman Living Trust
6439 Woodacre Ct
Englewood, OH 45322 208,406.472 6.77%

SEI Trust Company
C/O Irwin Union Bank & Trust
One Freedom Valley Drive
Oaks, PA 19456 208,406.472 6.32%

Lawrence L Zusman Living Trust
6439 Woodacre Ct
Englewood, OH 45322 171,775.276 5.21%

Mitchell Singer
5045 North Main Street
Suite 250
Dayton, OH 45415 165,128.915 5.01%
</TABLE>

B-7
<PAGE>

APPENDIX C - PERFORMANCE DATA

TABLE 1 - TOTAL RETURNS (WITHOUT SALES CHARGES)

The average annual total return without sales charges of each Fund for the
period ended March 31, 1999, was as follows.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CALENDAR YEAR
ONE THREE TO DATE ONE THREE FIVE TEN SINCE INCEPTION
MONTH MONTHS YEAR YEARS YEARS YEARS (ANNUALIZED)
INVESTORS HIGH
GRADE BOND FUND 0.57% (0.82)% (0.82)% 6.12% N/A N/A N/A 5.70%

INVESTORS BOND FUND 1.04% (0.28)% (0.28)% 4.45% 7.50% 7.36% N/A 8.66%

TAXSAVER BOND FUND (0.09)% 0.45% 0.45% 4.95% 5.94% 6.27% N/A 7.16%

MAINE MUNICIPAL
BOND FUND (0.08)% 0.54% 0.54% 5.19% 6.03% 6.34% N/A 6.62%

NEW HAMPSHIRE BOND
FUND (0.10)% 0.49% 0.49% 5.61% 6.32% 6.53% N/A 6.20%
</TABLE>

TABLE 2 - TOTAL RETURNS (WITH SALES CHARGES)

The average annual total return with sales charges of each Fund for the period
ended March 31, 1999, was as follows.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CALENDAR YEAR
ONE THREE TO DATE ONE THREE FIVE TEN SINCE INCEPTION
MONTH MONTHS YEAR YEARS YEARS YEARS (ANNUALIZED)
INVESTORS HIGH
GRADE
BOND FUND (3.20)% (4.54)% (4.54)% 2.14% N/A N/A N/A 1.90%

INVESTORS BOND FUND (2.75)% (4.02)% (4.02)% 0.53% 6.14% 6.55% N/A 8.22%

TAXSAVER BOND FUND (3.84)% (3.31)% (3.31)% 1.01% 4.60% 5.46% N/A 6.73%

MAINE MUNICIPAL
BOND FUND (2.58)% (1.98)% (1.98)% 2.56% 5.14% 5.81% N/A 6.25%

NEW HAMPSHIRE BOND
FUND (2.60)% (2.02)% (2.02)% 2.97% 5.43% 5.99% N/A 5.77%
</TABLE>

C-1
<PAGE>

APPENDIX D - ADDITIONAL ADVERTISING MATERIALS

TEXT OF FORUM BROCHURE

"FORUM FINANCIAL GROUP OF COMPANIES

Forum Financial Group has developed its "brand name" family of mutual funds and
has made them available to the investment public and to institutions on both the
national and regional levels.

Forum has introduced fund sponsors to its unique proprietary Core and Gateway(R)
partnership, helping them to take advantage of this full-service master/feeder
structure.

D-1
<PAGE>

More than a decade of experience with mutual funds has given Forum practical
hands-on experience and knowledge of how mutual funds function "from the inside
out."

INVESTMENT ADVISERS

Forum Investment Advisors, LLC offers the services of portfolio managers with
the highest qualifications--because without such direction, a comprehensive and
goal-oriented investment program and ongoing investment strategy are not
possible. Serving as portfolio managers for the Forum Family of Funds are
individuals wit decades of experience with some of the country's major financial
institutions.

Individual funds in the Forum Family of Funds invest in portfolios that have as
their investment adviser nationally recognized institutions, including Schroder
Capital Management International, Inc., a major figure in worldwide mutual funds
that, with its affiliates, managed over $175 billion as of September 30, 1997.

FORUM INVESTMENT ADVISORS, LLC

FORUM FAMILY OF FUNDS

It has been said that mutual fund investment offerings--of which there are
nearly 10,000, with assets spread across stock, bond, and money market funds
worth more than $4 trillion--come in a rainbow of varieties. A better
description would be a "spectrum" of varieties, the spectrum graded from green
through amber and on to red. In simpler terms, from low risk investments,
through moderate to high risk. The lower the risk, the lower the possible reward
- -- the higher the risk, the higher the potential reward.

D-2
<PAGE>

Growth funds in the Forum Family more aggressively pursue a high return at the
risk of market volatility. These funds include domestic and international stock
mutual funds."

D-3
<PAGE>

TEXT OF PEOPLES HERITAGE NEWS RELEASE

'There is no secret to where financial services are moving, under one roof,"
said William J. Ryan, Chairman, President and Chief Executive Officer of Peoples
Heritage. "One only has to watch the virtually daily announcements of
consolidations in the financial sector to understand that customers are
demanding and receiving 'one-stop' financial services.

"We think we are adding the additional competitive advantage of funds that are
managed and administered close to home."

D-4
<PAGE>

FORUM FINANCIAL GROUP:

Headquarters: Two Portland Square, Portland, Maine 04101

President: John Y. Keffer

Offices: Portland, Seattle, Warsaw, Bermuda

*Established in 1986 to administer mutual funds for independent investment

advisers and banks *Among the nation's largest third-party fund administrators

*Uses proprietary in-house systems and custom programming capabilities

*Administration and Distribution Services: Regulatory, compliance,

expense accounting, budgeting for all funds

*Fund Accounting Services: Portfolio valuation, accounting, dividend

declaration, and tax advice

*Shareholder Services: Preparation of statements, distribution

support, inquiries and processing of trades

*Client Assets under Administration and Distribution: $70.4 billion

*Client Assets Processed by Fund Accounting: $53 billion
*Client Funds under Administration and Distribution: 181 mutual funds with 89

share classes

*International Ventures:

Joint venture with Bank Handlowy in Warsaw, Poland, using Forum's

proprietary transfer agency and distribution systems Off-shore

investment fund administration, using Bermuda as Forum's center of

operations

*Forum Employees: United States -215, Poland - 180, Bermuda - 4

FORUM CONTACTS:John Burns, Director, Forum Investment Advisers, LLC, (207)
879-1900 X 6132
Tony Santaniello, Director of Marketing, (207) 879-1900 X 6175

D-5
<PAGE>

H.M. PAYSON & CO.:

Headquarters: One Portland Square, Portland, Maine

President and Managing Director: John Walker

Quality investment services and conservative wealth management since 1854

*Assets under Management: $1.25 Billion

*Non-managed Custody Assets: $412 Million

*Client Base: 85% individuals; 15% institutional

*Owned by 11 shareholders; 10 managing directors

*Payson Balanced Fund and Payson Value Fund (administrative and shareholder

services provided by Forum Financial Group)

*Employees: 45

H.M. PAYSON & CO. CONTACT:

Joel Harris, Marketing Coordinator, (207) 772-3761

D-6
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

JUNE 15, 1999

AS AMENDED MARCH 24, 2000

BIA SMALL-CAP GROWTH FUND
BIA GROWTH EQUITY FUND

FUND INFORMATION:

BIA Funds
Two Portland Square
Portland, Maine 04101
(800) 540-6807

INVESTMENT ADVISER:

Brown Investment Advisory & Trust Company
Furness House
19 South Street
Baltimore, Maryland 21202

ACCOUNT INFORMATION AND SHAREHOLDER SERVICES:

Forum Shareholder Services, LLC
P.O. Box 446
Portland, Maine 04112
(207) 879-0001
(800) 540-6807

This Statement of Additional Information or "SAI" supplements the Prospectus
dated June 15, 1999, as amended March 1, 2000, offering shares of BIA Small-Cap
Growth Fund and BIA Growth Equity Fund, two separate series of Forum Funds, a
registered, open-end management investment company. This SAI is not a prospectus
and should only be read in conjunction with the Prospectus. You may obtain the
Prospectus without charge by contacting Forum Shareholder Services, LLC at the
address or telephone number listed above.

Certain information for the Funds included in the Prospectus is incorporated
into this SAI by reference.

<PAGE>

TABLE OF CONTENTS

1. GLOSSARY.................................................................1

1. INVESTMENT POLICIES AND RISKS.............................................2

2. INVESTMENT LIMITATIONS...................................................10

3. PERFORMANCE DATA AND ADVERTISING.........................................13

4. MANAGEMENT...............................................................18

5. PORTFOLIO TRANSACTIONS...................................................25

6. PURCHASE AND REDEMPTION INFORMATION......................................28

7. TAXATION.................................................................31

8. OTHER MATTERS............................................................36

APPENDIX A - DESCRIPTION OF SECURITIES RATINGS..............................A-1

<PAGE>

1. GLOSSARY

As used in this SAI, the following terms have the meanings listed.

"Adviser" means Brown Investment Advisory & Trust Company.

"Board" means the Board of Trustees of the Trust.

"Code" means the Internal Revenue Code of 1986, as amended.

"Custodian" means the custodian of each Fund's assets.

"FAcS" means Forum Accounting Services, LLC, the fund accountant of
each Fund.

"FAdS" means Forum Administrative Services, LLC, the administrator of
each Fund.

"FFS" means Forum Fund Services, LLC, the distributor of each Fund's
shares.

"Fitch" means Fitch IBCA, Inc.

"FSS" means Forum Shareholder Services, LLC, the transfer agent of each
Fund.

"Fund" means BIA Small-Cap Growth Fund or BIA Growth Equity Fund.

"Moody's" means Moody's Investors Service.

"NAV" means net asset value per share.

"NRSRO" means a nationally recognized statistical rating organization.

"SEC" means the U.S. Securities and Exchange Commission.

"S&P" means Standard & Poor's Corporation, A Division of the McGraw
Hill Companies.

"Trust" means Forum Funds.

"U.S.Government Securities" means obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities.

"1933 Act" means the Securities Act of 1933, as amended.

"1940 Act" means the Investment Company Act of 1940, as amended.

1
<PAGE>

1. INVESTMENT POLICIES AND RISKS

Each Fund is a diversified series of the Trust. The following discussion
supplements the disclosure in the Prospectus for each Fund's investment
objectives, principal investment strategies and principal risks.

A. EQUITY SECURITIES

1. COMMON AND PREFERRED STOCK

GENERAL. Common stock represents an equity (ownership) interest in a company,
and usually possesses voting rights and earns dividends. Dividends on common
stock are not fixed but are declared at the discretion of the issuer. Common
stock generally represents the riskiest investment in a company. In addition,
common stock generally has the greatest appreciation and depreciation potential
because increases and decreases in earnings are usually reflected in a company's
stock price.

Preferred stock is a class of stock having a preference over common stock as to
the payment of dividends and the recovery of investment should a company be
liquidated, although preferred stock is usually junior to the debt securities of
the issuer. Preferred stock typically does not possess voting rights and its
market value may change based on changes in interest rates.

RISKS. The fundamental risk of investing in common and preferred stock is the
risk that the value of the stock might decrease. Stock values fluctuate in
response to the activities of an individual company or in response to general
market and/or economic conditions. Historically, common stocks have provided
greater long-term returns and have entailed greater short-term risks than
preferred stocks, debt and money market investments. The market value of all
securities, including common and preferred stocks, is based upon the market's
perception of value and not necessarily the book value of an issuer or other
objective measures of a company's worth. If you invest in a Fund, you should be
willing to accept the risks of the stock market and should consider an
investment in the Fund only as a part of your overall investment portfolio.

2. CONVERTIBLE SECURITIES

GENERAL. Convertible securities include debt securities, preferred stock or
other securities that may be converted into or exchanged for a given amount of
common stock of the same or a different issuer during a specified period and at
a specified price in the future. A convertible security entitles the holder to
receive interest on debt or the dividend on preferred stock until the
convertible security matures or is redeemed, converted or exchanged. Convertible
securities rank senior to common stock in a company's capital structure but are
usually subordinated to comparable nonconvertible securities. Convertible
securities have unique investment characteristics in that they generally: (1)
have higher yields than common stocks, but lower yields than comparable
non-convertible securities; (2) are less subject to fluctuation in value than
the underlying stocks since they have fixed income characteristics; and (3)
provide the potential for capital appreciation if the market price of the
underlying common stock increases. A convertible security may be subject to

2
<PAGE>

redemption at the option of the issuer at a price established in the convertible
security's governing instrument. If a convertible security is called for
redemption, a Fund will be required to permit the issuer to redeem the security,
convert it into the underlying common stock or sell it to a third party.

RISKS. Investment in convertible securities generally entails less risk than an
investment in the issuer's common stock. Convertible securities are typically
issued by smaller capitalized companies whose stock price may be volatile.
Therefore, the price of a convertible security may reflect variations in the
price of the underlying common stock in a way that nonconvertible debt does not.
The extent to which such risk is reduced, however, depends in large measure upon
the degree to which the convertible security sells above its value as a debt
security.

3. WARRANTS

RISKS. Investments in warrants involve certain risks, including the possible
lack of a liquid market for the resale of the warrants, potential price
fluctuations due to adverse market conditions or other factors and failure of
the price of the common stock to rise. If the warrant is not exercised within
the specified time period, it becomes worthless.

4. DEPOSITARY RECEIPTS

GENERAL. Each Fund may invest in sponsored and unsponsored American Depositary
Receipts ("ADRs"). ADRs typically are issued by a U.S. bank or trust company,
evidence ownership of underlying securities issued by a foreign company and are
designed for use in U.S. securities markets. Each Fund may invest in depositary
receipts in order to obtain exposure to foreign securities markets.

RISKS. Unsponsored depositary receipts may be created without the participation
of the foreign issuer. Holders of these receipts generally bear all the costs of
the depositary receipt facility, whereas foreign issuers typically bear certain
costs in a sponsored depositary receipt. The bank or trust company depositary of
an unsponsored depositary receipt may be under no obligation to distribute
shareholder communications received from the foreign issuer or to pass through
voting rights. Accordingly, available information concerning the issuer may not
be current and the prices of unsponsored depositary receipts may be more
volatile than the prices of sponsored depositary receipts.

3
<PAGE>

B. SECURITY RATINGS INFORMATION

Each Fund's investments in convertible and other debt securities are subject to
credit risk relating to the financial condition of the issuers of the securities
that each Fund holds. To limit credit risk, each Fund invests its assets in debt
securities that are considered investment grade. Investment grade means rated in
the top four long-term rating categories or top two short-term rating categories
by an NRSRO, or unrated and determined by the Adviser to be of comparable
quality.

The lowest long-term ratings that are investment grade for convertible bonds are
"Baa" in the case of Moody's and "BBB" in the case of S&P and Fitch; for
preferred stock are "Baa" in the case of Moody's and "BBB" in the case of S&P
and Fitch; and for short-term debt, including commercial paper, are "Prime-2"
(P-2) in the case of Moody's, "A-2" in the case of S&P and "F-2" in the case of
Fitch.

Unrated securities may not be as actively traded as rated securities. A Fund may
retain securities whose rating has been lowered below the lowest permissible
rating category (or that are unrated and determined by the Adviser to be of
comparable quality to securities whose rating has been lowered below the lowest
permissible rating category) if the Adviser determines that retaining such
security is in the best interests of the Fund. Because a downgrade often results
in a reduction in the market price of the security, the sale of a downgraded
security may result in a loss.

Moody's, S&P and other NRSROs are private services that provide ratings of the
credit quality of debt obligations, including convertible securities. A
description of the range of ratings assigned to various types of bonds and other
securities by several NRSROs is included in Appendix A. Each Fund may use these
ratings to determine whether to purchase, sell or hold a security. Ratings are
general and are not absolute standards of quality. Securities with the same
maturity, interest rate and rating may have different market prices. If an issue
of securities ceases to be rated or if its rating is reduced after it is
purchased by a Fund, the Adviser will determine whether the Fund should continue
to hold the obligation. To the extent that the ratings given by an NRSRO may
change as a result of changes in such organizations or their rating systems, the
Adviser will attempt to substitute comparable ratings. Credit ratings attempt to
evaluate the safety of principal and interest payments and do not evaluate the
risks of fluctuations in market value. Also, rating agencies may fail to make
timely changes in credit ratings. An issuer's current financial condition may be
better or worse than a rating indicates.

C. TEMPORARY DEFENSIVE POSITION

A Fund may hold cash or cash equivalents such as high quality money market
instruments, pending investment and to provide flexibility in meeting
redemptions and paying expenses. A Fund may also assume a temporary defensive
position and may invest without limit in commercial paper and other money market
instruments that are of prime quality. Prime quality instruments are those
instruments that are rated in one of the two highest short-term rating
categories by an NRSRO or, if not rated, determined by the Adviser to be of
comparable quality.

4
<PAGE>

Money market instruments usually have maturities of one year or less and fixed
rates of return. The money market instruments in which a Fund may invest include
U.S. Government Securities, time deposits, bankers acceptances and certificates
of deposit, corporate notes, short-term bonds and money market mutual funds. The
money market instruments in which a Fund may invest have variable and floating
rates of interest.

D. ILLIQUID AND RESTRICTED SECURITIES

1. GENERAL

The term "illiquid securities" means securities that cannot be disposed of
within seven days in the ordinary course of business at approximately the amount
at which a Fund has valued the securities. Illiquid securities include: (1)
repurchase agreements not entitling the holder to payment of principal within
seven days; (2) purchased over-the-counter options; (3) securities which are not
readily marketable; and (4) securities subject to contractual or legal
restrictions on resale because they have not been registered under the 1933 Act,
except as otherwise determined by the Adviser ("restricted securities").

2. RISKS

Limitations on resale may have an adverse effect on the marketability of a
security and a Fund might also have to register a restricted security in order
to dispose of it, resulting in expense and delay. A Fund might not be able to
dispose of restricted or illiquid securities promptly or at reasonable prices
and might thereby experience losses or difficulty satisfying redemption
requests. There can be no assurance that a liquid market will exist for any
security at any particular time. Any security, including securities determined
by the Adviser to be liquid, can become illiquid.

3. DETERMINATION OF LIQUIDITY

5
<PAGE>

E. FOREIGN SECURITIES

Each Fund may invest in foreign securities. Investments in the securities of
foreign issuers may involve risks in addition to those normally associated with
investments in the securities of U.S. issuers. All foreign investments are
subject to risks of: (1) foreign political and economic instability; (2) adverse
movements in foreign exchange rates; (3) the imposition or tightening of
exchange controls or other limitations on repatriation of foreign capital; and
(4) changes in foreign governmental attitudes towards private investment,
including potential nationalization, increased taxation or confiscation of a
Fund's assets.

Dividends payable on foreign securities may be subject to foreign withholding
taxes, thereby reducing the income available for distribution to you. Commission
rates payable on foreign transactions are generally higher than in the United
States. Foreign accounting, auditing and financial reporting standards differ
from those in the United States and therefore, less information may be available
about foreign companies than is available about issuers of comparable U.S.
companies. Foreign securities also may trade less frequently and with lower
volume and may exhibit greater price volatility than U.S. securities.

Changes in foreign exchange rates will affect the U.S. dollar value of all
foreign currency-denominated securities held by a Fund. Exchange rates are
influenced generally by the forces of supply and demand in the foreign currency
markets and by numerous other political and economic events occurring outside
the United States, many of which may be difficult, if not impossible, to
predict.

Income from foreign securities will be received and realized in foreign
currencies and a Fund is required to compute and distribute income in U.S.
dollars. Accordingly, a decline in the value of a particular foreign currency
against the U.S. dollar after a Fund's income has been earned and computed in
U.S. dollars may require the Fund to liquidate portfolio securities to acquire
sufficient U.S. dollars to make a distribution. Similarly, if the exchange rate
declines between the time a Fund incurs expenses in U.S. dollars and the time
such expenses are paid, the Fund may be required to liquidate additional foreign
securities to purchase the U.S. dollars required to meet such expenses.

F. OPTIONS AND FUTURES

1. GENERAL

A Fund may purchase or sell (write) put and call options, futures and options on
futures to: (1) enhance the Fund's performance; or (2) to hedge against a
decline in the value of securities owned by the Fund or an increase in the price
of securities that the Fund plans to purchase.

A Fund may purchase or write options on securities in which it may invest or on
market indices based in whole or in part on such securities. Options purchased
or written by a Fund must be traded on an exchange or over-the-counter.

6
<PAGE>

A Fund may invest in futures contracts on market indices based in whole or in
part on securities in which the Fund may invest. A Fund may also purchase or
write put and call options on these futures contracts.

Options and futures contracts are considered to be derivatives. Use of these
instruments is subject to regulation by the SEC, the options and futures
exchanges on which futures and options are traded or by the CFTC. No assurance
can be given that any hedging or income strategy will achieve its intended
result.

Currently, each Fund has no intention of investing in options or futures for
purposes other than hedging. If a Fund will be financially exposed to another
party due to its investments in options or futures, the Fund will maintain
either: (1) an offsetting ("covered") position in the underlying security or an
offsetting option or futures contract; or (2) cash, receivables and liquid debt
securities with a value sufficient at all times to cover its potential
obligations. A Fund will comply with SEC guidelines with respect to coverage of
these strategies and, if the guidelines require, will set aside cash, liquid
securities and other permissible assets ("Segregated Assets") in a segregated
account with the Custodian in the prescribed amount. Segregated Assets cannot be
sold or closed out while the hedging strategy is outstanding, unless the
Segregated Assets are replaced with similar assets. As a result, there is a
possibility that the use of cover or segregation involving a large percentage of
a Fund's assets could impede portfolio management or the Fund's ability to meet
redemption requests or other current obligations.

2. OPTIONS AND FUTURES STRATEGIES

OPTIONS ON SECURITIES. A call option is a contract under which the purchaser of
the call option, in return for a premium paid, has the right to buy the security
underlying the option at a specified price at any time during the term of the
option. The writer of the call option, who receives the premium, has the
obligation upon exercise of the option to deliver the underlying security
against payment of the exercise price. A put option gives its purchaser, in
return for a premium, the right to sell the underlying security at a specified
price during the term of the option. The writer of the put, who receives the
premium, has the obligation to buy, upon exercise of the option, the underlying
security at the exercise price. The amount of a premium received or paid for an
option is based upon certain factors, including the market price of the
underlying security, the relationship of the exercise price to the market price,
the historical price volatility of the underlying security, the option period
and interest rates.

OPTIONS ON STOCK INDICES. A stock index assigns relative values to the stock
included in the index, and the index fluctuates with changes in the market
values of the stocks included in the index. Stock index options operate in the
same way as the more traditional options on securities except that stock index
options are settled exclusively in cash and do not involve delivery of
securities. Thus, upon exercise of stock index options, the purchaser will
realize and the writer will pay an amount based on the differences between the
exercise price and the closing price of the stock index.

7
<PAGE>

OPTIONS ON FUTURES. Options on futures contracts are similar to options on
securities except that an option on a futures contract gives the purchaser the
right, in return for the premium paid, to assume a position in a futures
contract rather than to purchase or sell stock, at a specified exercise price at
any time during the period of the option. Upon exercise of the option, the
delivery of the futures position to the holder of the option will be accompanied
by transfer to the holder of an accumulated balance representing the amount by
which the market price of the futures contract exceeds, in the case of a call,
or is less than, in the case of a put, the exercise price of the option on the
future.

FUTURES CONTRACTS AND INDEX FUTURES CONTRACTS. A futures contract is a bilateral
agreement where one party agrees to accept, and the other party agrees to make,
delivery of cash, an underlying security or a currency, as called for in the
contract, at a specified date and at an agreed upon price. A bond or stock index
futures contract involves the delivery of an amount of cash equal to a specified
dollar amount times the difference between the bond or stock index value at the
close of trading of the contract and at the price designated by the futures
contract. No physical delivery of the securities comprising the index is made.
Generally, these futures contracts are closed out prior to the expiration date
of the contracts.

3. RISKS

Other risks include the inability of a Fund, as the writer of covered call
options, to benefit from any appreciation of the underlying securities above the
exercise price, and the possible loss of the entire premium paid for options
purchased by the Fund. In addition, the futures exchanges may limit the amount
of fluctuation permitted in certain futures contract prices or related options
during a single trading day. A Fund may be forced, therefore, to liquidate or
close out a futures contract position at a disadvantageous price. There is no
assurance that a counterparty in an over-the-counter option transaction will be
able to perform its obligations. A Fund may use various futures contracts that
are relatively new instruments without a significant trading history. As a
result, there can be no assurance that an active secondary market in those
contracts will develop or continue to exist. A Fund's activities in the futures
and options markets may result in higher portfolio turnover rates and additional
brokerage costs, which could reduce a Fund's yield.

8
<PAGE>

G. BORROWING

1. GENERAL

The Fund may borrow money from a bank in amounts up to 33 1/3% of the Fund's
total assets for, among other things, the purchase of securities. The Fund will
generally borrow money to increase its returns. Typically, if a security
purchased with borrowed funds increases in value, the Fund may sell the
security, repay the loan and secure a profit.

2. RISKS

The use of borrowing involves special risks, including magnified capital losses.
If a Fund buys securities with borrowed funds and the value of the securities
declines, the Fund may be required to provide the lender with additional funds
or liquidate its position in these securities to continue to secure or repay the
loan. A Fund may also be obligated to liquidate other portfolio positions at an
inappropriate time in order to pay off the loan or any interest payments
associated with the loan.

To the extent that the interest expense involved in a borrowing transaction
approaches the net return on a Fund's investment portfolio, the benefit of
borrowing will be reduced. If the interest expense due to a borrowing
transaction exceeds the net return on a Fund's investment portfolio, a Fund's
use of borrowing would result in a lower rate of return than if the Fund did not
borrow. The size of any loss incurred by a Fund due to borrowing will depend on
the amount borrowed. The greater the percentage borrowed, the greater potential
of gain or loss to a Fund.

H. CORE AND GATEWAY(R)

I. OTHER INVESTMENTS

Although neither Fund currently plans to invest in securities other than those
referenced in the Prospectus and this SAI, it may invest in a variety of other
investments.

J. YEAR 2000

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<PAGE>

2. INVESTMENT LIMITATIONS

For purposes of all investment policies of each Fund: (1) the term 1940 Act
includes the rules thereunder, SEC interpretations and any exemptive order upon
which the Fund may rely; and (2) the term Code includes the rules thereunder,
IRS interpretations and any private letter ruling or similar authority upon
which the Fund may rely.

Except as required by the 1940 Act or the Code, if any percentage restriction on
investment or utilization of assets is adhered to at the time an investment is
made, a later change in percentage resulting from a change in the market values
of a Fund's assets or purchases and redemptions of shares will not be considered
a violation of the limitation.

A fundamental policy of a Fund and the Fund's investment objective cannot be
changed without the affirmative vote of the lesser of: (1) 50% of the
outstanding shares of the Fund or (2) 67% of the shares of the Fund present or
represented at a shareholders meeting at which the holders of more than 50% of
the outstanding shares of the Fund are present or represented. A nonfundamental
policy of a Fund may be changed by the Board without shareholder approval.

A. FUNDAMENTAL LIMITATIONS

Each Fund has adopted the following investment limitations, which are
fundamental policies of the Fund.

1. ISSUANCE OF SENIOR SECURITIES

A Fund may not issue senior securities except pursuant to Section 18 of the 1940
Act.

2. BORROWING MONEY

A Fund may not borrow money if, as a result, outstanding borrowings would exceed
an amount equal to 33 1/3% of the Fund's total assets.

3. UNDERWRITING ACTIVITIES

A Fund may not underwrite securities issued by other persons except, to the
extent that in connection with the disposition of portfolio securities, the Fund
may be deemed to be an underwriter.

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<PAGE>

4. CONCENTRATION

A Fund may not purchase a security if, as a result, more than 25% of the Fund's
total assets would be invested in securities of issuers conducting their
principal business activities in the same industry. For purposes of this
limitation, there is no limit on: (1) investments in U.S. Government Securities,
in repurchase agreements covering U.S. Government Securities, in tax-exempt
securities issued by the states, territories or possessions of the United States
("municipal securities") or in foreign government securities; or (2) investments
in issuers domiciled in a single jurisdiction. Notwithstanding anything to the
contrary, to the extent permitted by the 1940 Act, a Fund may invest in one or
more investment companies; provided that, except to the extent the Fund invests
in other investment companies pursuant to Section 12(d)(1)(A) or (F) of the 1940
Act, the Fund treats the assets of the investment companies in which it invests
as its own for purposes of this policy.

5. PURCHASES AND SALES OF REAL ESTATE

A Fund may not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Fund from investing in securities backed by real estate or securities of
companies engaged in the real estate business).

6. PURCHASES AND SALES OF COMMODITIES

A Fund may not purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not prevent the
Fund from purchasing or selling options and futures contracts or from investing
in securities or other instruments backed by physical commodities).

7. MAKING LOANS

A Fund may not make loans to other parties. For purposes of this limitation,
entering into repurchase agreements, lending securities and acquiring any debt
security are not deemed to be the making of loans.

8. DIVERSIFICATION

A Fund is "diversified" as that term is defined in the 1940 Act. A Fund may not,
with respect to 75% of its assets, purchase a security (other than a U.S.
Government Security or security of an investment company) if, as a result: (1)
more than 5% of the Fund's total assets would be invested in the securities of a
single issuer; or (2) the Fund would own more than 10% of the outstanding voting
securities of a single issuer.

B. NONFUNDAMENTAL LIMITATIONS

Each Fund has adopted the following investment limitations, which are not
fundamental policies of the Fund.

11
<PAGE>

1. SHORT SALES

A Fund may not sell securities short, unless it owns or has the right to obtain
securities equivalent in kind and amount to the securities sold short (short
sales "against the box"), and provided that transactions in futures contracts
and options are not deemed to constitute selling securities short.

2. PURCHASES ON MARGIN

A Fund may not purchase securities on margin, except that the Fund may use
short-term credit for the clearance of the Fund's transactions, and provided
that initial and variation margin payments in connection with futures contracts
and options on futures contracts shall not constitute purchasing securities on
margin.

3. ILLIQUID SECURITIES

A Fund may not invest more than 15% of its net assets in illiquid assets such
as: (1) securities that cannot be disposed of within seven days at their
then-current value; (2) repurchase agreements not entitling the holder to
payment of principal within seven days and (3) securities subject to
restrictions on the sale of the securities to the public without registration
under the 1933 Act ("restricted securities") that are not readily marketable.
Each Fund may treat certain restricted securities as liquid pursuant to
guidelines adopted by the Board.

4. BORROWING

A Fund may not purchase or otherwise acquire any security if, the total of
borrowings would exceed 5% of the value of its total assets.

5. OPTIONS AND FUTURES CONTRACTS

A Fund may not invest in options contracts regulated by the CFTC except for: (1)
bona fide hedging purposes within the meaning of the rules of the CFTC; and (2)
for other purposes if, as a result, no more than 5% of the Fund's net assets
would be invested in initial margin and premiums (excluding amounts
"in-the-money") required to establish the contracts.

A Fund: (1) will not hedge more than 50% of its total assets by selling futures
contracts, buying put options and writing call options (so called "short
positions"); (2) will not buy futures contracts or write put options whose
underlying value exceeds 25% of the Fund's total assets; and (3) will not buy
call options with a value exceeding 5% of the Fund's total assets.

6. EXERCISING CONTROL OF ISSUERS

A Fund may not make investments for the purpose of exercising control of an
issuer. Investments by a Fund in entities created under the laws of foreign
countries solely to facilitate investment in securities in that country will not
be deemed the making of investments for the purpose of exercising control.

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<PAGE>

7. SECURITIES OF INVESTMENT COMPANIES

A Fund may not invest in the securities of any investment company except to the
extent permitted by the 1940 Act.

3. PERFORMANCE DATA AND ADVERTISING

A. PERFORMANCE DATA

A Fund may compare any of its performance information with:

o The performance of other mutual funds.

o The performance of recognized stock, bond and other indices, including
but not limited to the Standard & Poor's 500(R) Index, the Russell
2000(R) Index, the Russell MidcapTM Index, the Russell 1000(R) Value
Index, the Russell 2500(R) Index, the Morgan Stanley - Europe,
Australia and Far East Index, the Dow Jones Industrial Average, the
Salomon Smith Barney Bond Indices, the Lehman Brothers Indices, U.S.
Treasury bonds, bills or notes and changes in the Consumer Price Index
as published by the U.S. Department of Commerce.

Performance information may be presented numerically or in a table, graph or
similar illustration.

A Fund's performance will fluctuate in response to market conditions and other
factors.

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<PAGE>

B. PERFORMANCE CALCULATIONS

A Fund's performance may be quoted in terms of yield or total return.

1. SEC YIELD

Standardized SEC yields for a Fund used in advertising are computed by dividing
the Fund's interest income (in accordance with specific standardized rules) for
a given 30 day or one month period, net of expenses, by the average number of
shares entitled to receive income distributions during the period, dividing this
figure by the Fund's NAV at the end of the period and annualizing the result
(assuming compounding of income in accordance with specific standardized rules)
in order to arrive at an annual percentage rate.

Capital gains and losses generally are excluded from these calculations.

Income calculated for the purpose of determining a Fund's yield differs from
income as determined for other accounting purposes. Because of the different
accounting methods used, and because of the compounding assumed in yield
calculations, the yield quoted for a Fund may differ from the rate of
distribution of income from the Fund over the same period or the rate of income
reported in the Fund's financial statements.

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<PAGE>

2. TOTAL RETURN CALCULATIONS

A Fund's total return shows its overall change in value, including changes in
share price, and assumes all of the Fund's distributions are reinvested.

AVERAGE ANNUAL TOTAL RETURN. Average annual total return is calculated using a
formula prescribed by the SEC. To calculate standard average annual total return
a Fund: (1) determines the growth or decline in value of a hypothetical
historical investment in a Fund over a stated period; and (2) calculates the
annually compounded percentage rate that would have produced the same result if
the rate of growth or decline in value had been constant over the period. For
example, a cumulative return of 100% over ten years would produce an average
annual total return of 7.18%. While average annual total returns are a
convenient means of comparing investment alternatives, investors should realize
that performance is not constant over time but changes from year to year, and
that average annual total returns represent averaged figures as opposed to the
actual year-to-year performance of a fund.

Average annual total return is calculated according to the following formula:

P(1+T)n = ERV

Because average annual total returns tend to smooth out variations in a Fund's
returns, shareholders should recognize that they are not the same as actual
year-by-year results.

15
<PAGE>

OTHER MEASURES OF TOTAL RETURN. Standardized total return quotes may be
accompanied by non-standardized total return figures calculated by alternative
methods.

A Fund may quote unaveraged or cumulative total returns which reflect
the Fund's performance over a stated period of time.

Total returns may be stated in their components of income and capital
(including capital gains and changes in share price) in order to
illustrate the relationship of these factors and their contributions to
total return.

Any total return may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments and/or a series of
redemptions over any time period.

Period total return is calculated according to the following formula:

PT = (ERV/P-1)

Where:
PT = period total return
The other definitions are the same as in average annual total
return above

C. OTHER MATTERS

A Fund may also include various information in its advertising, sales
literature, shareholder reports or other materials including, but not limited
to: (1) portfolio holdings and portfolio allocation as of certain dates, such as
portfolio diversification by instrument type, by instrument, by location of
issuer or by maturity; (2) statements or illustrations relating to the
appropriateness of types of securities and/or mutual funds that may be employed
by an investor to meet specific financial goals, such as funding retirement,
paying for children's education and financially supporting aging parents; (3)
information (including charts and illustrations) showing the effects of
compounding interest (compounding is the process of earning interest on
principal plus interest that was earned earlier; interest can be compounded at
different intervals, such as annually, quarterly or daily); (4) information
relating to inflation and its effects on the dollar; (for example, after ten
years the purchasing power of $25,000 would shrink to $16,621, $14,968, $13,465
and $12,100, respectively, if the annual rates of inflation were 4%, 5%, 6% and
7%, respectively); (5) information regarding the effects of automatic investment
and systematic withdrawal plans, including the principal of dollar-cost
averaging; (6) biographical descriptions of the Fund's portfolio managers and
the portfolio management staff of the Fund's investment adviser, summaries of
the views of the portfolio managers with respect to the financial markets, or
descriptions of the nature of the Adviser's and its staff's management
techniques; (7) the results of a hypothetical investment in the Fund over a
given number of years, including the amount that the investment would be at the
end of the period; (8) the effects of investing in a tax-deferred account, such
as an individual retirement account or Section 401(k) pension plan; (9) the NAV,
net assets or number of shareholders of the Fund as of one or more dates; and
(10) a comparison of the Fund's operations to the operations of other funds or
similar investment products, such as a comparison of the nature and scope of

16
<PAGE>

regulation of the products and the products' weighted average maturity,
liquidity, investment policies and the manner of calculating and reporting
performance.

As an example of compounding, $1,000 compounded annually at 9.00% will grow to
$1,090 at the end of the first year (an increase in $90) and $1,118 at the end
of the second year (an increase in $98). The extra $8 that was earned on the $90
interest from the first year is the compound interest. One thousand dollars
compounded annually at 9.00% will grow to $2,367 at the end of ten years and
$5,604 at the end of 20 years. Other examples of compounding are as follows: at
7% and 12% annually, $1,000 will grow to $1,967 and $3,106, respectively, at the
end of ten years and $3,870 and $9,646, respectively, at the end of twenty
years. These examples are for illustrative purposes only and are not indicative
of a Fund's performance.

A Fund may advertise information regarding the effects of automatic investment
and systematic withdrawal plans, including the principal of dollar cost
averaging. In a dollar-cost averaging program, an investor invests a fixed
dollar amount in a Fund at periodic intervals, thereby purchasing fewer shares
when prices are high and more shares when prices are low. While such a strategy
does not insure a profit or guard against a loss in a declining market, the
investor's average cost per share can be lower than if fixed numbers of shares
had been purchased at those intervals. In evaluating such a plan, investors
should consider their ability to continue purchasing shares through periods of
low price levels. For example, if an investor invests $100 a month for a period
of six months in a fund the following will be the relationship between average
cost per share ($14.35 in the example given) and average price per share:

17
<PAGE>

4. MANAGEMENT

A. TRUSTEES AND OFFICERS

<TABLE>
<S> <C>
- -------------------------------------------- -----------------------------------------------------------------------
NAME, POSITION WITH THE TRUST, PRINCIPAL OCCUPATION(S) DURING
DATE OF BIRTH AND ADDRESS PAST 5 YEARS
- -------------------------------------------- -----------------------------------------------------------------------

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

John Y. Keffer*, Chairman and President Member and Director, Forum Financial Group, LLC (a
Born: July 15, 1942 mutual fund services holding company)
Two Portland Square Director, Forum Fund Services, LLC (Trust's Underwriter)
Portland, ME 04101 Officer of sixe other investment companies for which
Forum Financial Group, LLC provides services

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

Costas Azariadas, Trustee Professor of Economics, University of California-Los Angeles
Born: February 15, 1943 Visiting Professor of Economics, Athens University of Economics and
Department of Economics Business 1998 - 1999
University of California Trustee of one other investment company for which Forum Financial
Los Angeles, CA 90024 Group, LLC provides services

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

Stephen J. Barrett, Vice President Manager of Client Services and Senior Relationship Manager,
Born: November 14, 1968 Forum Financial Group, LLC since 1996
Two Portland Square Senior Product Manager, Fidelity Investments, 1994 - 1996
Portland, Maine 04101 Officer of foru other investment companies for which
Forum Financial Group, LLC provides services

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

Portland, ME 04101
- -------------------------------------------- -----------------------------------------------------------------------

18
<PAGE>
- ------------------------------------------- -----------------------------------------------------------------------

Ronald H. Hirsch, Treasurer Managing Director, Operations/Finance and Operations/Sales,
Born: October 14, 1943 Forum Financial Group, LLC since 1999
Two Portland Square Member of the Board - Citibank Germany 1991 - 1998
Portland, ME 04101 Officer of six other investment companies for which
Forum Financial Group, LLC provides services

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

- -------------------------------------------- -----------------------------------------------------------------------
</TABLE>

B. COMPENSATION OF TRUSTEES AND OFFICERS

<TABLE>
<S> <C> <C> <C> <C>
Compensation Total Compensation from Trust
Trustee from Trust Benefits Retirement And Fund Complex
- -------------------------- ------------------ -------------- --------------- -------------------------------
John Y. Keffer $0 $0 $0 $0
- -------------------------- ------------------ -------------- --------------- -------------------------------
Costas Azariadis $13,300 $0 $0 $23,800
- -------------------------- ------------------ -------------- --------------- -------------------------------
James C. Cheng $14,800 $0 $0 $25,300
- -------------------------- ------------------ -------------- --------------- -------------------------------
J. Michael Parish $14,800 $0 $0 $25,300
- -------------------------- ------------------ -------------- --------------- -------------------------------
</TABLE>

C. INVESTMENT ADVISER

1. SERVICES

The Adviser serves as investment adviser to each Fund pursuant to an investment
advisory agreement with the Trust. Under its agreement, the Adviser furnishes,
at its own expense, all services, facilities and personnel necessary in
connection with managing a Fund's investments and effecting portfolio
transactions for the Fund.

19
<PAGE>

2. OWNERSHIP

The Adviser is a fully owned subsidiary of Brown Capital Holdings Incorporated,
a holding company incorporated under the laws of Maryland in 1998. The Adviser
is a trust company operating under the laws of Maryland.

3. FEES

The Adviser's fees are calculated as a percentage of a Fund's average net
assets. The fee is accrued daily by each Fund and is paid monthly based on
average net assets for the previous month.

4. OTHER

The Adviser's agreement remains in effect for a period of two years from the
date of its effectiveness. The Adviser's agreement must be approved at least
annually by the Board or by majority vote of the shareholders, and in either
case by a majority of the Trustees who are not parties to the agreement or
interested persons of any such party ("Disinterested Trustees").

The agreement is terminable without penalty by the Trust with respect to a Fund
on 60 days' written notice when authorized either by vote of the Fund's
shareholders or by a majority vote of the Board, or by the Adviser on 60 days'
written notice to the Trust. The agreement terminates immediately upon
assignment.

Under its agreement, the Adviser is not liable to the Trust or the Trust's
shareholders for any error of judgment, mistake of law, or in any event
whatsoever except for willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties under the agreement.

D. DISTRIBUTOR

1. SERVICES

FFS serves as the distributor (also known as principal underwriter) of the
shares of each Fund pursuant to a distribution agreement with the Trust. FFS,
located at Two Portland Square, Portland, Maine 04101, is a registered
broker-dealer and is a member of the National Association of Securities Dealers,
Inc.

20
<PAGE>

FFS acts as the representative of the Trust in connection with the offering of
shares of each Fund. FFS continually distributes shares of each Fund on a best
efforts basis. FFS has no obligation to sell any specific quantity of Fund
shares.

2. OWNERSHIP

FFS, FAdS, FAcS and FSS are each controlled indirectly by Forum Financial Group,
LLC, which is controlled by John Y. Keffer.

3. FEES

FFS does not receive a fee for its distribution services. Shares are sold with
no sales commission; accordingly, FFS receives no sales commissions. FFS may
enter into arrangements with various financial institutions through which you
may purchase or redeem shares of each Fund. FFS may, at its own expense and from
its own resources, compensate certain persons who provide services in connection
with the sale or expected sale of shares of each Fund.

4. OTHER

FFS's distribution agreement with respect to a Fund must be approved at least
annually by the Board or by majority vote of the shareholders of that Fund, and
in either case by a majority of the Disinterested Trustees.

Under its agreement, FFS is not liable to the Trust or the Trust's shareholders
for any error of judgment or mistake of law, for any loss arising out of any
investment or for any act or omission in the performance of its duties to a
Fund, except for willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties under the agreement.

Under its agreement, FFS and certain related parties (such as FFS's officers and
persons that control FFS) are indemnified by the Trust against all claims and
expenses in any way related to alleged untrue statements of material fact
contained in the Trust's Registration Statement or any alleged omission of a
material fact required to be stated in the Registration Statement to make
statements contained therein not misleading. The Trust, however, will not
indemnify FFS for any such misstatements or omissions if they were made in
reliance upon information provided in writing by FFS in connection with the
preparation of the Registration Statement.

21
<PAGE>

E. ADMINISTRATOR

1. SERVICES

FAdS serves as administrator pursuant to an administration agreement with the
Trust. Under its agreement, FAdS is responsible for the supervision of the
overall management of the Trust, providing the Trust with general office
facilities and providing persons satisfactory to the Board to serve as officers
of the Trust.

2. FEES

FAdS receives a fee from each Fund at an annual rate as follows: (1) 0.10% of
the average daily net assets of the Fund for the first $100 million of Fund
assets and (2) 0.075% of the average daily net assets of the Fund for remaining
fund assets. FAdS charges a minimum fee of $40,000 for its services. The fee is
accrued daily by each Fund and is paid monthly based on average net assets for
the previous month.

3. OTHER

FAdS's administration agreement with respect to a Fund must be approved at least
annually by the Board or by majority vote of the shareholders of that Fund, and
in either case by a majority of the Disinterested Trustees. FAdS's agreement is
terminable without penalty by the Trust or by FAdS with respect to a Fund on 60
days' written notice.

Under its agreement, FAdS is not liable to the Trust or the Trust's shareholders
for action or inaction in the absence of bad faith, willful misconduct or gross
negligence in the performance of its duties. Under the agreement, FAdS and
certain related parties (such as FAdS's officers and persons who control FAdS)
are indemnified by the Trust against any and all claims and expenses related to
FAdS's actions or omissions that are consistent with FAdS's contractual standard
of care.

F. FUND ACCOUNTANT

1. SERVICES

FAcS serves as fund accountant pursuant to an accounting agreement with the
Trust. FAcS provides fund accounting services to each Fund. These services
include calculating the NAV of each Fund and preparing the Fund's financial
statements and tax returns.

2. FEES

FAcS receives a fee from each Fund at an annual rate of $39,000 ($3,000 for
preparation of tax returns) and certain surcharges based upon the number and
type of the Fund's portfolio transactions and positions. The fee is accrued
daily by each Fund and is paid monthly based on the transactions and positions
for the previous month.

22
<PAGE>

3. OTHER

FAcS's accounting agreement with respect to a Fund must be approved at least
annually by the Board or by majority vote of the shareholders, and in either
case by a majority of the Disinterested Trustees. FAcS's agreement is terminable
without penalty by the Trust or by FAcS with respect to a Fund on 60 days'
written notice.

Under the agreement, FAcS is not liable to the Trust or the Trust's shareholders
for any action or omission in the performance of its duties to a Fund, except
for willful misfeasance, bad faith, gross negligence or by reason of reckless
disregard of its obligations and duties under the agreement. Under the
agreement, FAcS and certain related parties (such as FAcS's officers and persons
who control FAcS) are indemnified by the Trust against any and all claims and
expenses related to FAcS's actions or omissions that are consistent with FAcS's
contractual standard of care.

Under its agreement, in calculating a Fund's NAV, FAcS is deemed not to have
committed an error if the NAV it calculates is within 1/10 of 1% of the actual
NAV (after recalculation). The agreement also provides that FAcS will not be
liable to a shareholder for any loss incurred due to an NAV difference if such
difference is less than or equal to 1/2 of 1% or less than or equal to $10.00.
In addition, FAcS is not liable for the errors of others, including the
companies that supply securities prices to FAcS and each Fund.

G. TRANSFER AGENT

1. SERVICES

FSS serves as transfer agent and distribution paying agent pursuant to an
agreement with the Trust. Under its agreement, FSS maintains an account for each
shareholder of record of a Fund and is responsible for processing purchase and
redemption requests and paying distributions to shareholders of record. FSS is
located at Two Portland Square, Portland, Maine 04101 and is registered as a
transfer agent with the SEC.

2. FEES

FSS receives a fee from each Fund at an annual rate of $18,000 and $25 per
shareholder account. The fee is accrued daily by each Fund and is paid monthly.

3. OTHER

FFS's transfer agent agreement with respect to a Fund must be approved at least
annually by the Board or by majority vote of the shareholders, and in either
case by a majority of the Disinterested Trustees. FFS's agreement is terminable
without penalty by the Trust or by FFS with respect to a Fund on 60 days'
written notice.

23
<PAGE>

Under the agreement, FSS is not liable to the Trust or the Trust's shareholders
for any act in the performance of its duties to a Fund, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties
under the agreement. Under the agreement, FSS and certain related parties (such
as FSS's officers and persons who control FSS) are indemnified by the Trust
against any and all claims and expenses related to FSS's actions or omissions
that are consistent with FSS's contractual standard of care.

H. SHAREHOLDER SERVICING AGENT

Pursuant to a Shareholder Service Plan (the "Plan") between the Trust and FAdS
effective March 1, 2000, FAdS is authorized to perform, or arrange for the
performance of, certain activities relating to the servicing and maintenance of
shareholder accounts not otherwise provided by FSS ("Shareholder Servicing
Activities"). Under the Plan, FAds may enter into shareholder service agreements
with financial institutions or other persons who provide Shareholder Servicing
Activities for their clients invested in a Fund.

Shareholder Servicing Activities shall include one or more of the following: (a)
establishing and maintaining accounts and records for shareholders of a Fund;
(b) answering client inquiries regarding the manner in which purchases,
exchanges and redemptions of shares of the Trust may be effected and other
matters pertaining to the Trust's services; (c) providing necessary personnel
and facilities to establish and maintain client accounts and records; (d)
assisting clients in arranging for processing purchase, exchange and redemption
transactions; (e) arranging for the wiring of funds; (f) guaranteeing
shareholder signatures in connection with redemption orders and transfers and
changes in shareholder-designated accounts; (g) integrating periodic statements
with other shareholder transactions; and (h) providing such other related
services as the shareholder may request.

As compensation for FAdS's Shareholder Servicing Activities, the Trust pays
FAdS, with respect to each Fund, a fee at an annual rate of up to 0.25% of that
Fund's average daily net assets. Any fees paid to FAdS by the Trust will be
limited to amounts paid by FAdS to service providers with respect to each Fund.

Any material amendment to the Plan must be approved by the Board, including a
majority of the Disinterested Trustees. The Plan may be terminated without
penalty at any time: (1) by vote of a majority of the Board, including a
majority of Disinterested Trustees; or (2) by Forum.

I. CUSTODIAN

As custodian, pursuant to an agreement with the Trust, Forum Trust LLC
safeguards and controls each Fund's cash and securities, determines income and
collects interest on Fund investments. The Custodian may employ subcustodians to
provide custody of a Fund's domestic and foreign assets. The Custodian is
located at Two Portland Square, Portland, Maine 04101.

24
<PAGE>

Fund and are paid monthly based on average net assets and transactions for the
previous month.

J. LEGAL COUNSEL

Seward & Kissel LLP, 1200 G Street, N.W., Washington, D.C. 20005 pass upon legal
matters in connection with the issuance of shares of the Trust.

K. INDEPENDENT AUDITORS

Deloitte & Touche LLP, 125 Summer Street, Boston, Massachusetts, 02110,
independent auditors, have been selected as independent auditors for each Fund.
The auditor audits the annual financial statements of each Fund and provides
each Fund with an audit opinion. The auditors also review the tax returns and
certain regulatory filings of each Fund.

5. PORTFOLIO TRANSACTIONS

A. HOW SECURITIES ARE PURCHASED AND SOLD

Purchases and sales of portfolio securities that are debt securities (for
instance, money market instruments and bonds, notes and bills) usually are
principal transactions. In a principal transaction, the party from whom a Fund
purchases or to whom a Fund sells is acting on its own behalf (and not as the
agent of some other party such as its customers). These securities normally are
purchased directly from the issuer or from an underwriter or market maker for
the securities. There usually are no brokerage commissions paid for these
securities.

Purchases and sales of portfolio securities that are equity securities (for
instance common stock and preferred stock) are generally effected: (1) if the
security is traded on an exchange, through brokers who charge commissions; and
(2) if the security is traded in the "over-the-counter" markets, in a principal
transaction directly from a market maker. In transactions on stock exchanges,
commissions are negotiated. When transactions are executed in an
over-the-counter market, the Adviser will seek to deal with the primary market
makers; but when necessary in order to obtain best execution, the Adviser will
utilize the services of others.

The price of securities purchased from underwriters includes a disclosed fixed
commission or concession paid by the issuer to the underwriter. The purchase
price of securities purchased from dealers serving as market makers reflects the
spread between the bid and asked price.

In the case of debt and equity securities traded in the over-the-counter
markets, there is generally no stated commission, but the price usually includes
an undisclosed commission or markup.

B. ADVISER RESPONSIBILITY FOR PURCHASES AND SALES

The Adviser places orders for the purchase and sale of securities with
broker-dealers selected by and in the discretion of the Adviser. Neither Fund
has any obligation to deal with a specific broker or dealer in the execution of

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portfolio transactions. Allocations of transactions to brokers and dealers and
the frequency of transactions are determined by the Adviser in its best judgment
and in a manner deemed to be in the best interest of each Fund rather than by
any formula.

1. CHOOSING BROKER-DEALERS

2. OBTAINING RESEARCH FROM BROKERS

The Adviser has full brokerage discretion. It evaluates the range and quality of
a broker's services in placing trades including securing best price,
confidentiality, clearance and settlement capabilities, promptness of execution
and the financial stability of the broker-dealer. Under certain circumstances,
the value of research provided by a broker-dealer may be a factor in the
selection of a broker. This research would include reports that are common in
the industry. Typically, the research will be used to service all of the
Adviser's accounts, although a particular client may not benefit from all the
research received on each occasion. The nature of the services obtained for
clients include industry research reports and periodicals, quotation systems,
software for portfolio management and formal data bases.

Occasionally, the Adviser may effect a transaction through a broker and pay a
slightly higher commission than another might charge. If this is done, it will
be because of the Adviser's need for specific research, for specific expertise a
firm may have in a particular type of transaction (due to factors such as size

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or difficulty), or for speed/efficiency in execution. Since most of the
Adviser's brokerage commissions for research are for economic research on
specific companies or industries, and since the Adviser follows a limited number
of securities, most of the commission dollars spent for industry and stock
research directly benefit the clients.

There are occasions on which portfolio transactions may be executed as part of
concurrent authorizations to purchase or sell the same securities for more than
one account served by the Adviser. Although such concurrent authorizations
potentially could be either advantageous or disadvantageous to any one or more
particular accounts, they will be effected only when the Adviser believes that
to do so will be in the best interest of the affected accounts. When such
concurrent authorizations occur, the objective will be to allocate the execution
in a manner equitable to the accounts involved. Clients are typically allocated
securities with prices averaged on a per-share or per-bond basis.

3. COUNTERPARTY RISK

4. TRANSACTIONS THROUGH AFFILIATES

The Adviser may effect transactions through affiliates of the Adviser (or
affiliates of those persons) pursuant to procedures adopted by the Trust.

5. OTHER ACCOUNTS OF THE ADVISER

Investment decisions for a Fund are made independently from those for any other
account or investment company that is or may in the future become advised by the
Adviser or its affiliates. Investment decisions are the product of many factors,
including basic suitability for the particular client involved. Thus, a
particular security may be bought or sold for certain clients even though it
could have been bought or sold for other clients at the same time. Likewise, a
particular security may be bought for one or more clients when one or more
clients are selling the security. In some instances, one client may sell a
particular security to another client. It also sometimes happens that two or
more clients simultaneously purchase or sell the same security, in which event,
each day's transactions in such security are, insofar as is possible, averaged
as to price and allocated between such clients in a manner which, in the
Adviser's opinion, is equitable to each and in accordance with the amount being
purchased or sold by each. There may be circumstances when purchases or sales of
a portfolio security for one client could have an adverse effect on another
client that has a position in that security. In addition, when purchases or
sales of the same security for a Fund and other client accounts managed by the
Adviser occurs contemporaneously, the purchase or sale orders may be aggregated
in order to obtain any price advantages available to large denomination
purchases or sales.

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6. PORTFOLIO TURNOVER

The frequency of portfolio transactions of a Fund (the portfolio turnover rate)
will vary from year to year depending on many factors. From time to time, a Fund
may engage in active short-term trading to take advantage of price movements
affecting individual issues, groups of issues or markets. Higher portfolio
turnover rates may result in increased brokerage costs to a Fund and a possible
increase in short-term capital gains or losses.

C. SECURITIES OF REGULAR BROKER-DEALERS

From time to time, a Fund may acquire and hold securities issued by its "regular
brokers and dealers" or the parents of those brokers and dealers. For this
purpose, regular brokers and dealers means the 10 brokers or dealers that: (1)
received the greatest amount of brokerage commissions during a Fund's last
fiscal year; (2) engaged in the largest amount of principal transactions for
portfolio transactions of a Fund during the Fund's last fiscal year; or (3) sold
the largest amount of a Fund's shares during the Fund's last fiscal year.

6. PURCHASE AND REDEMPTION INFORMATION

A. GENERAL INFORMATION

You may effect purchases or redemptions or request any shareholder privilege in
person at FSS's offices located at Two Portland Square, Portland, Maine 04101.

Each Fund accepts orders for the purchase or redemption of shares on each
weekday except days when the New York Stock Exchange is closed.

Not all classes or funds of the Trust may be available for sale in the sate in
which you reside. Please check with your investment professional to determine a
class or fund's availability.

B. ADDITIONAL PURCHASE INFORMATION

Shares of each Fund are sold on a continuous basis by the distributor at net
asset value ("NAV") per share without any sales charge. Accordingly, the
offering price per share is the same as the NAV.

Each Fund reserves the right to refuse any purchase request.

Fund shares are normally issued for cash only. In the Adviser's discretion,
however, a Fund may accept portfolio securities that meet the investment
objective and policies of a Fund as payment for Fund shares. A Fund will only
accept securities that: (1) are not restricted as to transfer by law and are not
illiquid; and (2) have a value which is readily ascertainable (and not
established only by valuation procedures).

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1. IRAS

All contributions into an IRA through the automatic investing service are
treated as IRA contributions made during the year the investment is received.

2. UGMAS/UTMAS

If the custodian's name is not in the account registration of a gift or transfer
to minor ("UGMA/UTMA") account, the custodian must sign instructions in a manner
indicating trustee capacity.

3. PURCHASES THROUGH FINANCIAL INSTITUTIONS

You may not be eligible for certain shareholder services when you purchase
shares through a financial institution. Contact your financial institution for
further information. If you hold shares through a financial institution, each
Fund may confirm purchases and redemptions to the financial institution, which
will provide you with confirmations and periodic statements. A Fund is not
responsible for the failure of any financial institution to carry out its
obligations.

A financial institution may charge a client an account based fee for acting as a
custodian, investment manager, nominee, agent or other fiduciary. This fee may
be based on a percentage of the assets maintained in the client's account,
including assets invested in a Fund. To the extent that the financial
institutional also provides investment advisory, transfer agency, distribution
or other services to the Fund, the institution may also receive a fee from that
Fund based on the average annual net asset value of its client assets invested
therein. The financial institution may elect to offset all or a portion of any
account based fees attributable to an investment in a Fund with fees received
directly from the Fund.

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C. ADDITIONAL REDEMPTION INFORMATION

A Fund may redeem shares involuntarily to (1) reimburse the Fund for any loss
sustained due to a shareholder's failure to pay for shares purchased; or (2)
collect any charge relating to transactions effected for the benefit of a
shareholder which is applicable to the Fund's shares as provided in the
Prospectus.

1. SUSPENSION OF REDEMPTION RIGHT

2. REDEMPTION-IN-KIND

Redemption proceeds normally are paid in cash. Payments may be made wholly or
partly in portfolio securities, however, if the Board determines conditions
exist which would make payment in cash detrimental to the best interests of a
Fund. If redemption proceeds are paid wholly or partly in portfolio securities,
you may incur brokerage costs in converting the securities to cash. The Trust
has filed an election with the SEC pursuant to which a Fund may only effect a
redemption in portfolio securities if the particular shareholder is redeeming
more than $250,000 or 1% of the Fund's total net assets, whichever is less,
during any 90-day period.

D. NAV DETERMINATION

In determining a Fund's NAV, securities for which market quotations are readily
available are valued at current market value using the last reported sales
price. If no sale price is reported, the average of the last bid and ask price
is used. If no average price is available, the last bid price is used. If market
quotations are not readily available, then securities are valued at fair value
as determined by the Board (or its delegate).

E. DISTRIBUTIONS

Distributions of net investment income will be reinvested at a Fund's NAV
(unless you elect to receive distributions in cash) as of the last business day
of the period with respect to which the distribution is paid. Distributions of
capital gain will be reinvested at a Fund's NAV (unless you elect to receive
distributions in cash) on the payment date for the distribution. Cash payments
may be made more than seven days following the date on which distributions would
otherwise be reinvested.

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7. TAXATION

The tax information set forth in the Prospectus and the information in this
section relates solely to U.S. federal income tax law and assumes that each Fund
qualifies as a regulated investment company (as discussed below). This
information is only a summary of certain key federal income tax considerations
affecting each Fund and its shareholders and not described in the Prospectus. No
attempt has been made to present a complete explanation of the federal tax
treatment of a Fund or the tax implications to shareholders. The discussions
here and in the Prospectus are not intended as substitutes for careful tax
planning.

This section is based on the Code and applicable regulations in effect on the
date hereof. Future legislative or administrative changes or court decisions may
significantly change the tax rules applicable to a Fund and its shareholders.
Any of these changes or court decisions may have a retroactive effect.

The tax year end of each Fund is May 31 (the same as the Fund's fiscal year
end).

ALL INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISOR AS TO THE FEDERAL, STATE,
LOCAL AND FOREIGN TAX PROVISIONS APPLICABLE TO THEM.

A. QUALIFICATION AS A REGULATED INVESTMENT COMPANY

1. MEANING OF QUALIFICATION

As a regulated investment company, a Fund will not be subject to federal income
tax on the portion net investment income (that is, taxable interest, dividends,
net short-term capital gains and other taxable ordinary income, net of expenses)
and net capital gain (that is, the excess of net long-term capital gains over
net short-term capital losses) that it distributes to shareholders. In order to
qualify to be taxed as a regulated investment company a Fund must satisfy the
following requirements:

o The Fund must distribute at least 90% of its investment company
taxable income for the tax year. (Certain distributions made by the
Fund after the close of its tax year are considered distributions
attributable to the previous tax year for purposes of satisfying this
requirement.)

o The Fund must derive at least 90% of its gross income from certain
types of income derived with respect to its business of investing in
securities.

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o The Fund must satisfy the following asset diversification test at the
close of each quarter of the Fund's tax year: (1) at least 50% of the
value of the Fund's assets must consist of cash and cash items, U.S.
Government Securities, securities of other regulated investment
companies, and securities of other issuers (as to which the Fund has
not invested more than 5% of the value of the Fund's total assets in
securities of an issuer and as to which the Fund does not hold more
than 10% of the outstanding voting securities of the issuer); and (2)
no more than 25% of the value of the Fund's total assets may be
invested in the securities of any one issuer (other than U.S.
Government Securities and securities of other regulated investment
companies), or in two or more issuers which the Fund controls and
which are engaged in the same or similar trades or businesses.

2. FAILURE TO QUALIFY

If for any tax year a Fund does not qualify as a regulated investment company,
all of its taxable income (including its net capital gain) will be subject to
tax at regular corporate rates without any deduction for dividends to
shareholders, and the dividends will be taxable to the shareholders as ordinary
income to the extent of a Fund's current and accumulated earnings and profits. A
portion of these distributions generally may be eligible for the
dividends-received deduction in the case of corporate shareholders.

B. FUND DISTRIBUTIONS

Each Fund anticipates distributing substantially all of its investment company
taxable income for each tax year. These distributions are taxable to you as
ordinary income. A portion of these distributions may qualify for the 70%
dividends-received deduction for corporate shareholders.

Each Fund anticipates distributing substantially all of its net capital gain for
each tax year. These distributions generally are made only once a year, usually
in November or December, but a Fund may make additional distributions of net
capital gain at any time during the year. These distributions are taxable to you
as long-term capital gain regardless of how long you have held shares. These
distributions do not qualify for the dividends-received deduction.

Distributions by a Fund that do not constitute ordinary income dividends or
capital gain dividends will be treated as a return of capital. Return of capital
distributions reduce your tax basis in the shares and are treated as gain from
the sale of the shares to the extent your basis would be reduced below zero.

All distributions by a Fund will be treated in the manner described above
regardless of whether the distribution is paid in cash or reinvested in
additional shares of the Fund. If you receive a distribution in the form of
additional shares, you will be treated as receiving a distribution in an amount
equal to the fair market value of the shares received, determined as of the
reinvestment date.

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You may purchase shares whose NAV at the time reflects undistributed net
investment income or recognized capital gain, or unrealized appreciation in the
value of the assets of a Fund. Distributions of these amounts are taxable to you
in the manner described above, although the distribution economically
constitutes a return of capital to you.

If you purchase shares of a Fund just prior to the ex-dividend date of a
distribution, you will pay the full price for the shares and then receive a
portion of the price back as a taxable distribution.

Ordinarily, you are required to take distributions by a Fund into account in the
year in which they are made. A distribution declared in October, November or
December of any year and payable to shareholders of record on a specified date
in those months, however, is deemed to be received by you (and made by the Fund)
on December 31 of that calendar year if the distribution is actually paid in
January of the following year.

You will be advised annually as to the U.S. federal income tax consequences of
distributions made (or deemed made) during the year.

C. CERTAIN TAX RULES APPLICABLE TO THE FUNDS' TRANSACTIONS

For federal income tax purposes, when put and call options purchased by a Fund
expire unexercised, the premiums paid by a Fund give rise to short- or long-term
capital losses at the time of expiration (depending on the length of the
respective exercise periods for the options). When a Fund exercises a call, the
purchase price of the underlying security is increased by the amount of the
premium paid by a Fund. When a Fund exercises a put, the proceeds from the sale
of the underlying security are decreased by the premium paid. When a put or call
written by a Fund is exercised, the purchase price (selling price in the case of
a call) of the underlying security is decreased (increased in the case of a
call) for tax purposes by the premium received.

Certain listed options, regulated futures contracts and forward currency
contracts are considered "Section 1256 contracts" for federal income tax
purposes. Section 1256 contracts held by a Fund at the end of each tax year are
"marked to market" and treated for federal income tax purposes as though sold
for fair market value on the last business day of the tax year. Gains or losses
realized by a Fund on Section 1256 contracts generally are considered 60%
long-term and 40% short-term capital gains or losses. Each Fund can elect to
exempt its Section 1256 contracts that are part of a "mixed straddle" (as
described below) from the application of Section 1256.

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respect to certain straddle positions which are part of a mixed straddle and
which are non-Section 1256 positions be treated as 60% long-term and 40%
short-term capital loss; (4) losses recognized with respect to certain straddle
positions which would otherwise constitute short-term capital losses be treated
as long-term capital losses; and (5) the deduction of interest and carrying
charges attributable to certain straddle positions may be deferred. Various
elections are available to a Fund which may mitigate the effects of the straddle
rules, particularly with respect to mixed straddles. In general, the straddle
rules described above do not apply to any straddles held by a Fund if all of the
offsetting positions consist of Section 1256 contracts.

D. FEDERAL EXCISE TAX

A 4% non-deductible excise tax is imposed on a regulated investment company that
fails to distribute in each calendar year an amount equal to: (1) 98% of its
ordinary taxable income for the calendar year; and (2) 98% of its capital gain
net income for the one-year period ended on October 31 of the calendar year. The
balance of a Fund's income must be distributed during the next calendar year.

For purposes of calculating the excise tax, each Fund: (1) reduces its capital
gain net income (but not below its net capital gain) by the amount of any net
ordinary loss for the calendar year; and (2) excludes foreign currency gains and
losses incurred after October 31 of any year in determining the amount of
ordinary taxable income for the current calendar year. A Fund will include
foreign currency gains and losses incurred after October 31 in determining
ordinary taxable income for the succeeding calendar year.

Each Fund intends to make sufficient distributions of its ordinary taxable
income and capital gain net income prior to the end of each calendar year to
avoid liability for the excise tax. Investors should note, however, that a Fund
may in certain circumstances be required to liquidate portfolio investments to
make sufficient distributions to avoid excise tax liability.

E. SALE OR REDEMPTION OF SHARES

In general, you will recognize gain or loss on the sale or redemption of shares
of a Fund in an amount equal to the difference between the proceeds of the sale
or redemption and your adjusted tax basis in the shares. All or a portion of any
loss so recognized may be disallowed if you purchase (for example, by
reinvesting dividends) other shares of the Fund within 30 days before or after
the sale or redemption (a so called "wash sale"). If disallowed, the loss will
be reflected in an upward adjustment to the basis of the shares purchased. In
general, any gain or loss arising from the sale or redemption of shares of a
Fund will be considered capital gain or loss and will be long-term capital gain
or loss if the shares were held for longer than one year. Any capital loss
arising from the sale or redemption of shares held for six months or less,
however, is treated as a long-term capital loss to the extent of the amount of
capital gain distributions received on such shares. In determining the holding
period of such shares for this purpose, any period during which your risk of
loss is offset by means of options, short sales or similar transactions is not

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counted. Capital losses in any year are deductible only to the extent of capital
gains plus, in the case of a non-corporate taxpayer, $3,000 of ordinary income.

F. BACKUP WITHHOLDING

A Fund will be required in certain cases to withhold and remit to the U.S.
Treasury 31% of distributions, and the proceeds of redemptions of shares, paid
to any shareholder: (1) who has failed to provide its correct taxpayer
identification number; (2) who is subject to backup withholding by the IRS for
failure to report the receipt of interest or dividend income properly; or (3)
who has failed to certify to a Fund that it is not subject to backup withholding
or that it is a corporation or other "exempt recipient." Backup withholding is
not an additional tax; any amounts so withheld may be credited against a
shareholder's federal income tax liability or refunded.

G. FOREIGN SHAREHOLDERS

Taxation of a shareholder who, under the Code, is a nonresident alien
individual, foreign trust or estate, foreign corporation or foreign partnership
("foreign shareholder"), depends on whether the income from a Fund is
"effectively connected" with a U.S. trade or business carried on by the foreign
shareholder.

If the income from a Fund is not effectively connected with a U.S. trade or
business carried on by a foreign shareholder, distributions of ordinary income
(and short-term capital gains) paid to a foreign shareholder will be subject to
U.S. withholding tax at the rate of 30% (or lower applicable treaty rate) upon
the gross amount of the distribution. The foreign shareholder generally would be
exempt from U.S. federal income tax on gain realized on the sale of shares of a
Fund and distributions of net capital gain from a Fund.

In the case of a non-corporate foreign shareholder, a Fund may be required to
withhold U.S. federal income tax at a rate of 31% on distributions that are
otherwise exempt from withholding (or taxable at a reduced treaty rate), unless
the shareholder furnishes the Fund with proper notification of its foreign
status.

The tax consequences to a foreign shareholder entitled to claim the benefits of
an applicable tax treaty may be different from those described herein.

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H. STATE AND LOCAL TAXES

The tax rules of the various states of the U.S. and their local jurisdictions
with respect to distributions from a Fund can differ from the U.S. federal
income taxation rules described above. These state and local rules are not
discussed herein. Shareholders are urged to consult their tax advisers as to the
consequences of state and local tax rules with respect to an investment in a
Fund.

8. OTHER MATTERS

A. THE TRUST AND ITS SHAREHOLDERS

1. GENERAL INFORMATION

Forum Funds was organized as a business trust under the laws of the State of
Delaware on August 29, 1995. On January 5, 1996 the Trust succeeded to the
assets and liabilities of Forum Funds, Inc.

Investors Bond Fund Payson Value Fund
TaxSaver Bond Fund Payson Balanced Fund
Investors High Grade Bond Fund Austin Global Equity Fund
Maine Municipal Bond Fund Polaris Global Value Fund
New Hampshire Bond Fund Investors Equity Fund
Daily Assets Government Fund(1) Equity Index Fund
Daily Assets Treasury Obligations Fund(1) Investors Growth Fund
Daily Assets Cash Fund(1) BIA Small-Cap Growth Fund
Daily Assets Government Obligations Fund(1) BIA Growth Equity Fund
Daily Assets Municipal Fund(1)

(1) The Trust offers shares of beneficial interest in an institutional,
institutional service, and investor share class of these series.

The Trust, Funds' investment adviser and the principal underwriter have adopted
codes of ethics under Rule 17j-1, as amended, of the 1940 Act. These codes
permit personnel subject to the codes to invest in securities, including
securities that may be be purchased or held by the Fund. The Board will consider
approving amendments to the code of ethics for the Trust, the Funds' investment
adviser and the principal underwriter at its next regularly scheduled meeting.

The Trust and each Fund will continue indefinitely until terminated.

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2. SERIES AND CLASSES OF THE TRUST

Each series or class of the Trust may have a different expense ratio and each
class' performance will be affected by its expenses. For more information on any
other class of shares of the Fund, investors may contact FSS.

3. SHAREHOLDER VOTING AND OTHER RIGHTS

Each share of each series of the Trust and each class of shares has equal
dividend, distribution, liquidation and voting rights, and fractional shares
have those rights proportionately, except that expenses related to the
distribution of the shares of each class (and certain other expenses such as
transfer agency, shareholder service and administration expenses) are borne
solely by those shares and each class votes separately with respect to the
provisions of any Rule 12b-1 plan which pertains to the class and other matters
for which separate class voting is appropriate under applicable law. Generally,
shares will be voted separately by individual series except if: (1) the 1940 Act
requires shares to be voted in the aggregate and not by individual series; and
(2) when the Trustees determine that the matter affects more than one series and
all affected series must vote. The Trustees may also determine that a matter
only affects certain classes of the Trust and thus only those such classes are
entitled to vote on the matter. Delaware law does not require the Trust to hold
annual meetings of shareholders, and it is anticipated that shareholder meetings
will be held only when specifically required by federal or state law. There are
no conversion or preemptive rights in connection with shares of the Trust.

All shares, when issued in accordance with the terms of the offering, will be
fully paid and nonassessable.

Shareholders representing 10% or more of the Trust's (or a series') outstanding
shares may, as set forth in the Trust Instrument, call meetings of the Trust (or
series) for any purpose related to the Trust (or series), including, in the case
of a meeting of the Trust, the purpose of voting on removal of one or more
Trustees.

4. CERTAIN REORGANIZATION TRANSACTIONS

The Trust or any series may be terminated upon the sale of its assets to, or
merger with, another open-end, management investment company or series thereof,
or upon liquidation and distribution of its assets. Generally, the termination
of the Trust must be approved by the vote of the holders of a majority of the
outstanding shares of the Trust. The Trustees, may, however, terminate a Fund
without seeking shareholder consent. In addition, the Trustees may, without
prior shareholder approval, change the form of organization of the Trust by
merger, consolidation or incorporation. Under the Trust Instrument, the Trustees
may also, without shareholder vote, cause the Trust or certain series, including
a Fund, to merge or consolidate into one or more trusts, partnerships or
corporations or cause the Trust to be incorporated under Delaware law, so long

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as the surviving entity is an open-end, management investment company that will
succeed to or assume the Trust's registration statement.

B FUND OWNERSHIP

As of June 14, 1999, the officers and trustees of the Trust as a group owned
less than 1% of the shares of each Fund.

From time to time, certain shareholders may own a large percentage of the shares
of a Fund. Accordingly, those shareholders may be able to greatly affect (if not
determine) the outcome of a shareholder vote. As of June 14, 1999, and prior to
the public offering of each Fund, Forum Financial Group, LLC or its affiliates,
beneficially owned 100% of and may be deemed to control each Fund. John Y.
Keffer, a trustee of the Trust, controls Forum Financial Group, LLC. "Control"
for this purpose is the ownership of 25% or more of a Fund's voting securities.
It is not expected that Forum Financial Group, LLC will continue to control each
Fund after its public offering.

C. LIMITATIONS ON SHAREHOLDERS' AND TRUSTEES' LIABILITY

Delaware law provides that Fund shareholders are entitled to the same
limitations of personal liability extended to stockholders of private
corporations for profit. The Trust believes that the securities regulators of
some states, however, have indicated that they and the courts in their states
may decline to apply Delaware law on this point. The Trust's Trust Instrument
(the document that governs the operation of the Trust) contains an express
disclaimer of shareholder liability for the debts, liabilities, obligations and
expenses of the Trust. The Trust's Trust Instrument provides for indemnification
out of each series' property of any shareholder or former shareholder held
personally liable for the obligations of the series. The Trust Instrument also
provides that each series shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of the series and satisfy
any judgment thereon. Thus, the risk of a shareholder incurring financial loss
on account of shareholder liability is limited to circumstances in which
Delaware law does not apply, no contractual limitation of liability was in
effect, and the portfolio is unable to meet its obligations. FAdS believes that,
in view of the above, there is no risk of personal liability to shareholders.

The Trust Instrument provides that the Trustees shall not be liable to any
person other than the Trust and its shareholders. In addition, the Trust
Instrument provides that the Trustees shall not be liable for any conduct
whatsoever, provided that a Trustee is not protected against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office.

D. REGISTRATION STATEMENT

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Statements contained herein and in the Prospectus as to the contents of any
contract or other documents are not necessarily complete, and, in each instance,
are qualified by, reference to the copy of such contract or other documents
filed as exhibits to the registration statement.

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APPENDIX A - DESCRIPTION OF SECURITIES RATINGS

A. CORPORATE BONDS (INCLUDING CONVERTIBLE BONDS)

1. MOODY'S

BA Bonds, which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection
of interest and principal payments may be very moderate, and thereby
not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

A-1
<PAGE>

C Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

NOTE
Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates
a ranking in the lower end of that generic rating category.

2. S&P

AAA An obligation rated AAA has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

AA An obligation rated AA differs from the highest-rated obligations only
in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.

A An obligation rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor's capacity
to meet its financial commitment on the obligation is still strong.

A-2
<PAGE>

could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.

CC An obligation rated CC is currently highly vulnerable to nonpayment.

C The C rating may be used to cover a situation where a bankruptcy
petition has been filed or similar action has been taken, but payments
on this obligation are being continued.

NOTE Plus (+) or minus (-). The ratings from AA to CCC may be modified by
the addition of a plus or minus sign to show relative standing within
the major rating categories.

3. DUFF & PHELPS

AAA Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

A-3
<PAGE>

AA+
AA High credit quality. Protection factors are strong. Risk is modest but
may vary slightly from time to time because of economic conditions.

A+
A,A- Protection factors are average but adequate. However, risk factors
are more variable in periods of greater economic stress.

BBB+
BBB
BBB- Below-average protection factors but still considered sufficient for
prudent investment. Considerable variability in risk during economic
cycles.

B+
B,B- Below investment grade and possessing risk that obligations will not
be met when due. Financial protection factors will fluctuate widely
according to economic cycles, industry conditions and/or company
fortunes. Potential exists for frequent changes in the rating within
this category or into a higher or lower rating grade.

DD Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or interest payments.

DP Preferred stock with dividend arrearages.

4. FITCH

INVESTMENT GRADE

A-4
<PAGE>

SPECULATIVE GRADE

CCC
CC,C High default risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon sustained,
favorable business or economic developments. A `CC' rating indicates
that default of some kind appears probable. `C' ratings signal imminent
default.

DDD
DD,D Default. Securities are not meeting current obligations and are
extremely speculative. `DDD' designates the highest potential for
recovery of amounts outstanding on any securities involved. For U.S.
corporates, for example, `DD' indicates expected recovery of 50% - 90%
of such outstanding amounts, and `D' the lowest recovery potential,
i.e. below 50%.

A-5
<PAGE>

B. PREFERRED STOCK

1. MOODY'S

AA An issue which is rated "aa" is considered a high- grade preferred
stock. This rating indicates that there is a reasonable assurance the
earnings and asset protection will remain relatively well maintained in
the foreseeable future.

CAA An issue which is rated "caa" is likely to be in arrears on dividend
payments. This rating designation does not purport to indicate the
future status of payments.

CA An issue which is rated "ca" is speculative in a high degree and is
likely to be in arrears on dividends with little likelihood of eventual
payments.

C This is the lowest rated class of preferred or preference stock. Issues
so rated can thus be regarded as having extremely poor prospects of
ever attaining any real investment standing.

A-6
<PAGE>

2. S&P

AAA This is the highest rating that may be assigned by Standard & Poor's to
a preferred stock issue and indicates an extremely strong capacity to
pay the preferred stock obligations.

BB, B
CCC Preferred stock rated BB, B, and CCC is regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay
preferred stock obligations. BB indicates the lowest degree of
speculation and CCC the highest. While such issues will likely have
some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

CC The rating CC is reserved for a preferred stock issue that is in
arrears on dividends or sinking fund payments, but that is currently
paying.

C A preferred stock rated C is a nonpaying issue.

D A preferred stock rated D is a nonpaying issue with the issuer in
default on debt instruments.

A-7
<PAGE>

C. SHORT TERM RATINGS

1. MOODY'S

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

PRIME-1 Issuers rated Prime-1 ( or supporting institutions) have a
superior ability for repayment of senior short-term debt obligations.
Prime-1 repayment ability will often be evidenced by many of the
following characteristics:
o Leading market positions in well-established industries.
o High rates of return on funds employed.
o Conservative capitalization structure with moderate reliance on
debt and ample asset protection.
o Broad margins in earnings coverage of fixed financial charges and
high internal cash generation.
o Well-established access to a range of financial markets and
assured sources of alternate liquidity.
PRIME-2 Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to
a lesser degree. Earnings trends and coverage ratios, while sound, may
be more subject to variation. Capitalization characteristics, while
still appropriate, may be more affected by external conditions. Ample
alternate liquidity is maintained.

NOT
PRIME Issuers rated Not Prime do not fall within any of the Prime rating
categories.

2. S&P

A-1 A short-term obligation rated A-1 is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial
commitment on the obligation is strong. Within this category, certain
obligations are designated with a plus sign (+). This indicates that
the obligor's capacity to meet its financial commitment on these
obligations is extremely strong.

A-8
<PAGE>

A-2 A short-term obligation rated A-2 is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions
than obligations in higher rating categories. However, the obligor's
capacity to meet its financial commitment on the obligation is
satisfactory.

3. FITCH

F1 Obligations assigned this rating have the highest capacity for timely
repayment under Fitch IBCA's national rating scale for that country,
relative to other obligations in the same country. This rating is
automatically assigned to all obligations issued or guaranteed by the
sovereign state. Where issues possess a particularly strong credit
feature, a "+" is added to the assigned rating.

F2 Obligations supported by a strong capacity for timely repayment
relative to other obligors in the same country. However, the relative
degree of risk is slightly higher than for issues classified as `A1'
and capacity for timely repayment may be susceptible to adverse change
sin business, economic, or financial conditions.

F3 Obligations supported by an adequate capacity for timely repayment
relative to other obligors in the same country. Such capacity is more
susceptible to adverse changes in business, economic, or financial
conditions than for obligations in higher categories.

A-9
<PAGE>

C Obligations for which there is a high risk of default to other obligors
in the same country or which are in default.

A-10
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

AUGUST 1, 1999

AS AMENDED MARCH 24, 2000

INVESTORS GROWTH FUND

INVESTMENT ADVISER:

Forum Investment Advisors, LLC
Two Portland Square
Portland, Maine 04101

ACCOUNT INFORMATION AND SHAREHOLDER SERVICES:

Forum Shareholder Services, LLC
P.O. Box 446
Portland, Maine 04112
(800) 94FORUM
(800) 943-6786
(207) 879-0001

This Statement of Additional Information (the "SAI") supplements the Prospectus
dated August 1, 1999, as may be amended from time to time, offering shares of
Investors Growth Fund (the "Fund"), a separate series of Forum Funds, a
registered, open-end management investment company (the "Trust"). This SAI is
not a prospectus and should only be read in conjunction with the Prospectus. You
may obtain the Prospectus without charge by contacting Forum Shareholder
Services at the address or telephone number listed above.

Financial Statements for the Fund for the year ended March 31, 1999, included in
the Annual Report to shareholders, are incorporated into this SAI by reference.
Copies of the Annual Report may be obtained, without charge, upon request by
contacting Forum Shareholder Services, LLC at the address or telephone number
listed above.

<PAGE>

TABLE OF CONTENTS

Glossary......................................................................1

1. Investment Policies And Risks.............................................2

2. Investment Limitations....................................................8

3. Performance Data And Advertising.........................................10

4. Management...............................................................15

5. Portfolio Transactions...................................................20

6. Purchase And Redemption Information......................................22

7. Taxation.................................................................24

8. Other Matters............................................................29

Appendix A - Description Of Securities Ratings..............................A-1

Appendix B - Miscellaneous Tables...........................................B-1

Appendix C - Performance Data...............................................C-1

Appendix D - Additional Advertising Materials...............................D-1

<PAGE>

GLOSSARY

As used in this SAI, the following terms have the meanings listed.

"Adviser" means Forum Investment Advisors, LLC.

"Board" means the Board of Trustees of the Trust.

"Code" means the Internal Revenue Code of 1986, as amended.

"Custodian" means Forum Trust, LLC, the custodian of the Fund's assets.

"FAcS" means Forum Accounting Services, LLC, the fund accountant of the
Fund.

"FAdS" means Forum Administrative Services, LLC, the administrator of
the Fund.

"Fitch" means Fitch IBCA, Inc.

"FFS" means Forum Fund Services, LLC, the distributor of the Fund's
shares.

"FSS" means Forum Shareholder Services, LLC, the transfer agent of each
Fund.

"FFSI" means Forum Financial Services, Inc., the distributor of each
Fund's shares prior to August 1,1999.

"Fund" means Investors Growth Fund.

"Moody's" means Moody's Investors Service.

"NRSRO" means a nationally recognized statistical rating organization.

"NAV" means net asset value per share.

"SEC" means the U.S. Securities and Exchange Commission.

"S&P" means Standard & Poor's, A Division of the McGraw Hill Companies.

"Trust" means Forum Funds.

"U.S. Government Securities" means obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities.

"1933 Act" means the Securities Act of 1933, as amended.

"1940 Act" means the Investment Company Act of 1940, as amended.

1
<PAGE>

1. INVESTMENT POLICIES AND RISKS

The Fund is a diversified series of the Trust. The section discusses in greater
detail than the Fund's Prospectus certain investments that the Fund may make.

A. SECURITY RATINGS INFORMATION

The Fund's investments in convertible securities are subject to credit risk
relating to the financial condition of the issuers of the securities that the
Fund holds. To limit credit risk, the Fund may only invest in convertible
securities that are considered investment grade. Investment grade securities are
rated in the top four long-term rating categories or the two highest short-term
rating categories by an NRSA or are unrated and determined by the Adviser to be
of comparable quality. The Fund may purchase unrated convertible securities if,
at the time of purchase, the Adviser believes that they are of comparable
quality to rated securities that the Fund may purchase.

The lowest rated convertible security bond in which the Fund may invest is "Baa"
in the case of Moody's and "BBB" in the case of S&P and Fitch. The lowest rated
preferred stock in which the Fund may invest is "baa" in the case of Mood's and
"BBB" in the case of S&P. Unrated securities may not be as actively traded as
rated securities.

The Fund may retain securities whose rating has been lowered below the lowest
permissible rating category (or that are unrated and determined by the Adviser
to be of comparable quality to securities whose rating has been lowered below
the lowest permissible rating category) if the Adviser determines that retaining
such security is in the best interests of the Fund. Because a downgrade often
results in a reduction in the market price of the security, sale of a downgraded
security may result in a loss.

B. EQUITY SECURITIES

1. COMMON AND PREFERRED STOCK

GENERAL. The Fund may invest in common and preferred stock. Common stock
represents an equity (ownership) interest in a company, and usually possesses
voting rights and earns dividends. Dividends on common stock are not fixed but
are declared at the discretion of the issuer. Common stock generally represents
the riskiest investment in a company. In addition, common stock generally has
the greatest appreciation and depreciation potential because increases and
decreases in earnings are usually reflected in a company's stock price.

RISKS. The fundamental risk of investing in common and preferred stock is the
risk that the value of the stock might decrease. Stock values fluctuate in
response to the activities of an individual company or in response to general
market and/or economic conditions. Historically, common stocks have provided
greater long-term returns and have entailed greater short-term risks than
preferred stocks, fixed-income and money market investments. The market value of
all securities, including common and preferred stocks, is based upon the
market's perception of value and not necessarily the book value of an issuer or
other objective measure of a company's worth. If you invest in the Fund, you
should be willing to accept the risks of the stock market and should consider an
investment in the Fund only as a part of your overall investment portfolio.

2. CONVERTIBLE SECURITIES

GENERAL. The Fund may invest in investment grade convertible debt securities.
Investment grade securities are those securities rated in the top four highest
rating categories by an NRSRO or if, unrated, are judged to be of comparable
quality by the adviser. Convertible securities include debt securities,

2
<PAGE>

preferred stock or other securities that may be converted into or exchanged for
a given amount of common stock of the same or a different issuer during a
specified period and at a specified price in the future. A convertible security
entitles the holder to receive interest on debt or the dividend on preferred
stock until the convertible security matures or is redeemed, converted or
exchanged. Convertible securities rank senior to common stock in a company's
capital structure but are usually subordinated to comparable nonconvertible
securities. Convertible securities have unique investment characteristics in
that they generally: (1) have higher yields than common stocks, but lower yields
than comparable non-convertible securities; (2) are less subject to fluctuation
in value than the underlying stocks since they have fixed income
characteristics; and (3) provide the potential for capital appreciation if the
market price of the underlying common stock increases.

A convertible security may be subject to redemption at the option of the issuer
at a price established in the convertible security's governing instrument. If a
convertible security is called for redemption, the Fund will be required to
permit the issuer to redeem the security, convert it into the underlying common
stock or sell it to a third party.

3. WARRANTS & STOCK RIGHTS

GENERAL. Warrants are securities, typically issued with preferred stock or
bonds, that give the holder the right to purchase a given number of shares of
common stock at a specified price and time. The price usually represents a
premium over the applicable market value of the common stock at the time of the
warrant's issuance. Warrants have no voting rights with respect to the common
stock, receive no dividends and have no rights with respect to the assets of the
issuer. The Fund will limit its purchases of warrants to not more than 5% of the
value of its total assets. The Fund may also invest up to 5% of its total asset
in stock rights. A stock rights is an option given to a shareholder to buy
additional shares at a predetermined price during a specified time.

4. DEPOSITARY RECEIPTS

GENERAL. A depositary receipt is a receipt for shares of a foreign-based company
that entitles the holder to distributions on the underlying security. Depositary
receipts include sponsored and unsponsored American Depositary Receipts
("ADRs"), European Depositary Receipts ("EDRs") and other similar global
instruments. ADRs typically are issued by a U.S. bank or trust company, evidence
ownership of underlying securities issued by a foreign company, and are designed
for use in U.S. securities markets. EDRs (sometimes called Continental
Depositary Receipts) are receipts issued by a European financial institution
evidencing an arrangement similar to that of ADRs, and are designed for use in
European securities markets. The Fund invests in depositary receipts in order to
obtain exposure to foreign securities markets.

3
<PAGE>

C. FOREIGN SECURITIES

The Fund may invest in foreign securities but expects to limit investments in
foreign issuers to less than 15% of its total assets. Investments in the
securities of foreign issuers may involve risks in addition to those normally
associated with investments in the securities of U.S. issuers. All foreign
investments are subject to risks of: (1) foreign political and economic
instability; (2) adverse movements in foreign exchange rates; (3) the imposition
or tightening of exchange controls or other limitations on repatriation of
foreign capital; and (4) changes in foreign governmental attitudes towards
private investment, including potential nationalization, increased taxation or
confiscation of your assets.

Dividends payable on foreign securities may be subject to foreign withholding
taxes, thereby reducing the income available for distribution to you. Commission
rates payable on foreign transactions are generally higher than in the United
States. Foreign accounting, auditing and financial reporting standards differ
from those in the United States, and therefore, less information may be
available about foreign companies than is available about issuers of comparable
U.S. companies. Foreign securities also may trade less frequently and with lower
volume and may exhibit greater price volatility than United States securities.

Changes in foreign exchange rates will affect the U.S. dollar value of all
foreign currency-denominated securities held by the Fund. Exchange rates are
influenced generally by the forces of supply and demand in the foreign currency
markets and by numerous other political and economic events occurring outside
the United States, many of which may be difficult, if not impossible, to
predict.

Income from foreign securities will be received and realized in foreign
currencies, and the Fund is required to compute and distribute income in U.S.
dollars. Accordingly, a decline in the value of a particular foreign currency
against the U.S. dollar after the Fund's income has been earned and computed in
U.S. dollars may require the Fund to liquidate portfolio securities to acquire
sufficient U.S. dollars to make a distribution. Similarly, if the exchange rate
declines between the time the Fund incurs expenses in U.S. dollars and the time
such expenses are paid, the Fund may be required to liquidate additional foreign
securities to purchase the U.S. dollars required to meet such expenses.

D. REPURCHASE AGREEMENTS

1. GENERAL

The Fund may enter into repurchase agreements. Repurchase agreements are
transactions in which the Fund purchases securities from a bank or securities
dealer and simultaneously commits to resell the securities to the bank or dealer
at an agreed-upon date and at a price reflecting a market rate of interest
unrelated to the purchased security. During the term of a repurchase agreement,
the Fund's custodian maintains possession of the purchased securities and any
underlying collateral, which is maintained at not less than 100% of the
repurchase price. Repurchase agreements allow the Fund to earn income on its
uninvested cash for periods as short as overnight, while retaining the
flexibility to pursue longer-term investments.

2. RISKS

The Fund may be exposed to the risks of financial failure or insolvency of
another party. To help reduce those risks, the Adviser, subject to the Board's
supervision, monitors and evaluates the creditworthiness of counterparties to
the Fund's transactions and intend to enter into a transaction only when it
believes that the counterparty presents minimal credit risks and the benefits
from the transaction justify the attendant risks.

4
<PAGE>

E. LEVERAGE

1. GENERAL

The Fund may use leverage to increase potential returns. Leverage involves
special risks and may involve speculative investment techniques. Leverage exists
when cash made available to the Fund through an investment technique is used to
make additional Fund investments. Lending portfolio securities are transactions
involving leverage. The Fund uses these investment techniques only when the
Adviser believes that the leveraging and the returns available to the Fund from
investing the cash will provide investors a potentially higher return.

2. SECURITIES LENDING

The Fund may lend portfolio securities or participate in repurchase agreements
in an amount up to 33 1/3% of its total assets to brokers, dealers and other
financial institutions. Securities loans must be continuously collateralized and
the collateral must have market value at least equal to the value of the Fund's
loaned securities, plus accrued interest. In a portfolio securities lending
transaction, the Fund receives from the borrower an amount equal to the interest
paid or the dividends declared on the loaned securities during the term of the
loan as well as the interest on the collateral securities, less any fees (such
as finders or administrative fees) the Fund pays in arranging the loan. The Fund
may share the interest it receives on the collateral securities with the
borrower. The terms of a Fund's loans permit the Fund to reacquire loaned
securities on five business days' notice or in time to vote on any important
matter. Loans are subject to termination at the option of a Fund or the borrower
at any time, and the borrowed securities must be returned when the loan is
terminated.

3. RISKS

Leverage creates the risk of magnified capital losses. Borrowings and other
liabilities that exceed the equity base of the Fund may magnify losses incurred
by a Fund. Leverage may involve the creation of a liability that requires a Fund
to pay interest (for instance, reverse repurchase agreements) or the creation of
a liability that does not entail any interest costs (for instance, forward
commitment costs).

5
<PAGE>

F. ILLIQUID AND RESTRICTED SECURITIES

1. GENERAL

The Fund may not acquire securities or invest in repurchase agreements if, as a
result, more than 15% of the Fund's net assets (taken at current value) would be
invested in illiquid securities.

The term "illiquid securities" means securities that cannot be disposed of
within seven days in the ordinary course of business at approximately the amount
at which the Fund has valued the securities. Illiquid securities include: (1)
repurchase agreements not entitling the holder to payment of principal within
seven days; (2) purchased over-the-counter options; (3) securities which are not
readily marketable; and (4) except as otherwise determined by the Adviser,
securities subject to contractual or legal restrictions on resale because they
have not been registered under the 1933 Act ("restricted securities").

2. RISKS

Limitations on resale may have an adverse effect on the marketability of a
security and the Fund might also have to register a restricted security in order
to dispose of it, resulting in expense and delay. The Fund might not be able to
dispose of restricted or illiquid securities promptly or at reasonable prices
and might thereby experience difficulty satisfying redemptions. There can be no
assurance that a liquid market will exist for any security at any particular
time. Any security, including securities determined by the Adviser to be liquid,
can become illiquid.

3. DETERMINATION OF LIQUIDITY

G. U.S. GOVERNMENT SECURITIES

1. GENERAL

U.S. Government Securities include securities issued by the U.S. Treasury and by
U.S. Government agencies and instrumentalities. U.S. Government Securities may
be supported by the full faith and credit of the United States (e.g.,
mortgage-related securities and certificates of the Government National Mortgage
Association and securities of the Small Business Administration); by the right
of the issuer to borrow from the U.S. Treasury (e.g., Federal Home Loan Bank
securities); by the discretionary authority of the U.S. Treasury to lend to the
issuer (e.g., Fannie Mai (formerly the Federal National Mortgage Association)
securities); or solely by the creditworthiness of the issuer (e.g., Federal Home
Loan Mortgage Corporation securities).

2. RISKS

6
<PAGE>

United States in the event that the agency or instrumentality does not meet its
commitment. No assurance can be given that the U.S. Government would provide
support if it is not obligated to do so by law. Neither the U.S. Government nor
any of its agencies or instrumentalities guarantees the market value of the
securities they issue.

H. BANK OBLIGATIONS

1. GENERAL

The Fund may invest in obligations of U.S. banks including certificates of
deposit, bankers' acceptances, having total assets at the time of purchase in
excess of $1 billion. Such banks must also be members of the Federal Deposit
Insurance Corporation or the Federal Savings and Loan Insurance Corporation.
Certificates of deposit represent an institution's obligation to repay funds
deposited with it that earn a specified interest ate over a given period.
Bankers' acceptances are negotiable obligations of a bank to pay a draft which
has been drawn by a customer and are usually backed by goods in international
trade. Certificates of deposit which are payable at the stated maturity date and
bear a fixed rate of interest, generally may be withdrawn on demand by the Fund
but may be subject to early withdrawal penalties which could reduce the Fund's
performance.

The Fund also may invest in certificates of deposit issued by foreign banks,
denominated in any major foreign currency. The Fund will invest in instruments
issued by foreign bands which, in the view of its investment adviser and the
Trust's Trustees, are of credit-worthiness and financial stature in their
respective countries comparable to U.S. banks in which the Fund invests.

2. RISKS

Obligations of banks are debt securities. The value of debt securities may
fluctuate in response to charges in interest rates. An increase in interest
rates typically cause a fall in the value of the debt securities in which the
Fund may invest. Debt securities are also subject to the risk that the issuer's
financial condition may change. The issuer, for example, may default or become
unable to pay interest or principal due on the security.

I. CORE AND GATEWAY(R)

The Fund may seek to achieve its investment objective by converting to a Core
and Gateway(R) structure. The Fund operating under a Core and Gateway(R)
structure holds, as its only investment, shares of another investment company
having substantially the same investment objective and policies. The Board will
not authorize conversion to a Core and Gateway(R) structure if it would
materially increase costs to the Fund's shareholders. The Board will not convert
a Fund to a Core and Gateway(R) structure without notice to the shareholders.

J. TEMPORARY DEFENSIVE POSITION

The Fund may assume a temporary defensive position and may invest without limit
in commercial paper and other money market instruments that are of prime
quality. Prime quality instruments are those instruments that are rated in one
of the two highest short-term rating categories by an NRSRO or, if not rated,
determined by the Adviser to be of comparable quality.

Money market instruments usually have maturities of one year or less and fixed
rates of return. The money market instruments in which the Fund may invest
include U.S. Government Securities, time deposits, bankers acceptances and
certificates of deposit of depository institutions (such as banks), corporate
notes and short-term bonds and money market mutual funds. The Fund may only
invest in money market mutual funds to the extent permitted by the 1940 Act.

7
<PAGE>

amount of the obligations upon a specified number of days' notice. These
obligations generally are not traded, nor generally is there an established
secondary market for these obligations. To the extent a demand note does not
have a 7-day or shorter demand feature and there is no readily available market
for the obligation, it is treated as an illiquid security.

K. YEAR 2000

The date change transition to the Year 2000 prompted concern that certain
computer systems may not process date-related information properly on and after
January 1, 2000. The Adviser and the Fund's administrator have addressed and
continue to monitor this Year 2000 issue and its possible impact on their
systems. The Fund's other service providers have informed the Fund that they are
taking similar measures. Services provided to the Fund or any companies in which
it invests could still be adversely affected by a computer's failure to
accurately process date related information and, therefore, may lower the value
of your shares. While no adverse consequences have yet arisen, or have been
reported to the Adviser or the Fund's administrator, there is still the
possibility that certain computer systems may not be able to process
date-related information at some point during the year.

2. INVESTMENT LIMITATIONS

For purposes of all investment policies of the Fund: (1) the term 1940 Act
includes the rules thereunder, SEC interpretations and any exemptive order upon
which the Fund may rely; and (2) the term Code includes the rules thereunder,
IRS interpretations and any private letter ruling or similar authority upon
which the Fund may rely.

Except as required by the 1940 Act or the Code, if any percentage restriction on
investment or utilization of assets is adhered to at the time an investment is
made, a later change in percentage resulting from a change in the market values
of the Fund's assets or purchases and redemptions of shares will not be
considered a violation of the limitation.

A fundamental policy of the Fund, including the Fund's investment objective of
long-term capital appreciation, cannot be changed without the affirmative vote
of the lesser of: (1) 50% of the outstanding shares of the Fund; or (2) 67% of
the shares of the Fund present or represented at a shareholders meeting at which
the holders of more than 50% of the outstanding shares of the Fund are present
or represented. A nonfundamental policy of the Fund may be changed by the Board
without shareholder approval.

A. FUNDAMENTAL LIMITATIONS

The Fund has adopted the following investment limitations, which are
fundamental policies of the Fund.

The Fund:

1. DIVERSIFICATION

May not, with respect to 75% of its assets, purchase a security if as a
result: (1) more than 5% of its assets would be invested in the
securities of any single issuer; or (2) the Fund would own more than
10% of the outstanding voting securities of any single issuer. This
restriction does not apply to securities issued by the U.S. Government,
its agencies or instrumentalities. The Fund reserves the right to
invest up to 100% of its investable assets in one investment companies.

2. CONCENTRATION

Will not invest 25% or more of the value of its total assets in any one
industry.

8
<PAGE>

3. UNDERWRITING ACTIVITIES

Will not underwrite securities issued by other persons except to the
extent that, in connection with the disposition of its portfolio
investments, it may be deemed to be an underwriter under U.S.
securities laws.

4. BORROWING

May borrow money for temporary or emergency purposes, including the
meeting of redemption requests, but not in excess of 33 1/3% of the
value of the Fund's total assets (computed immediately after the
borrowing).

5. MARGIN AND SHORT SALES

May not purchase securities on margin; however, the Fund may make
margin deposits in connection with any Hedging Instruments, which it
may use as permitted by any of its other fundamental policies. The Fund
may not sell securities short.

6. INVESTING FOR CONTROL

May not make investments for the purpose of exercising control or
management.

7. REAL ESTATE

May not purchase or sell real estate, provided that the Fund may invest
in securities issued by companies that invest in real estate or
interests therein.

8. LENDING

Will not lend money except in connection with the acquisition of that
portion of publicly-distributed debt securities which the Fund's
investment policies and restrictions permit it to purchase; the Fund
may also make loans of portfolio securities and enter into repurchase
agreements.

9. SENIOR SECURITIES

Will not issue senior securities except pursuant to Section 18 of the
Investment Company Act of 1940 ("1940 Act") and except that the Fund
may borrow money subject to investment limitations specified in the
Fund's Prospectus.

10. PURCHASES AND SALES OF COMMODITIES

Will not invest in commodities or commodity contracts (other than
Hedging Instruments, which it may use as permitted by any of its other
fundamental policies, whether or not any such Hedging Instrument is
considered to be a commodity or a commodity contract).

11. OPTIONS AND FUTURES CONTRACTS

May not purchase or write puts or calls except as permitted by any of
its other fundamental investment policies.

9
<PAGE>

B. NONFUNDAMENTAL LIMITATIONS

The Fund has adopted the following nonfundamental investment limitation that may
be changed by the Board without shareholder approval. The Fund may not:

1. ILLIQUID SECURITIES

Invest more than 15% of its net assets in "illiquid securities", which
are securities that cannot be disposed of within seven days at their
then current value. For purposes of this limitation, "illiquid
securities" includes, except in those circumstances described below:
(1) "restricted securities", which are securities that cannot be resold
to the public without registration under the Federal securities laws;
and (2) securities of issuers having a record (together with all
predecessors) of less than three years of continuous operation.

2. WARRANTS

Invest in warrants, valued at the lower of cost or market, more than 5%
of the value of the Fund's net assets (included within that amount, but
not to exceed 2% of the value of the Fund's net assets, may be warrants
which are not listed on the New York or American Stock Exchange.
Warrants acquired by the Fund in units or attached to securities may be
deemed to be without value).

3. PLEDGING

Purchase securities in margin; however, the Fund may make margin
deposits in connection with any hedging instruments, which it may use
as permitted by any of its other fundamental policies.

3. PERFORMANCE DATA AND ADVERTISING

A. PERFORMANCE DATA

The Fund may quote performance in various ways. All performance information
supplied in advertising, sales literature, shareholder reports or other
materials is historical and is not intended to indicate future returns.

The Fund may compare any of its performance information with:

o The performance of other mutual funds.

o The performance of recognized stock, bond and other indices, including
but not limited to the Standard & Poor's 500(R) Index, the Russell
2000(R) Index, the Russell MidcapTM Index, the Russell 1000(R) Value
Index, the Russell 2500(R) Index, the Morgan Stanley - Europe,
Australia, Far East Index, the Dow Jones Industrial Average, the
Salomon Brothers Bond Index, the Shearson Lehman Bond Index, U.S.
Treasury bonds, bills or notes and changes in the Consumer Price Index
as published by the U.S. Department of Commerce.

Performance information may be presented numerically or in a table, graph, or
similar illustration.

10
<PAGE>

Indices are not used in the management of the Fund but rather are standards by
which the Fund's Adviser and shareholders may compare the performance of the
Fund to an unmanaged composite of securities with similar, but not identical,
characteristics as the Fund.

The Fund may refer to: (1) general market performances over past time periods
such as those published by Ibbotson Associates (for instance, its "Stocks,
Bonds, Bills and Inflation Yearbook"); (2) mutual fund performance rankings and
other data published by Fund Tracking Companies; and (3) material and
comparative mutual fund data and ratings reported in independent periodicals,
such as newspapers and financial magazines.

The Fund's performance will fluctuate in response to market conditions and other
factors.

B. PERFORMANCE CALCULATIONS

The Fund's performance may be quoted in terms of yield or total return. Table 1
in Appendix C includes performance information for the Fund.

1. SEC YIELD

Standardized SEC yields for the Fund used in advertising are computed by
dividing the Fund's interest income (in accordance with specific standardized
rules) for a given 30 day or one month period, net of expenses, by the average
number of shares entitled to receive income distributions during the period,
dividing this figure by the Fund's net asset value per share at the end of the
period and annualizing the result (assuming compounding of income in accordance
with specific standardized rules) in order to arrive at an annual percentage
rate.

Capital gains and losses generally are excluded from these calculations.

Income calculated for the purpose of determining the Fund's yield differs from
income as determined for other accounting purposes. Because of the different
accounting methods used, and because of the compounding assumed in yield
calculations, the yield quoted for the Fund may differ from the rate of
distribution of income from the Fund over the same period or the rate of income
reported in the Fund's financial statements.

Although published yield information is useful to investors in reviewing the
Fund's performance, investors should be aware that the Fund's yield fluctuates
from day to day and that the Fund's yield for any given period is not an
indication or representation by the Fund of future yields or rates of return on
the Fund's shares. Financial intermediaries may charge their customers that
invest in the Fund fees in connection with that investment. This will have the
effect of reducing the Fund's after-fee yield to those shareholders.

The yields of the Fund are not fixed or guaranteed, and an investment in the
Fund is not insured or guaranteed. Accordingly, yield information should not be
used to compare shares of the Fund with investment alternatives, which, like
money market instruments or bank accounts, may provide a fixed rate of interest.
Also, it may not be appropriate to compare the Fund's yield information directly
to similar information regarding investment alternatives which are insured or
guaranteed.

Yield quotations are based on amounts invested in the Fund net of any applicable
sales charges that may be paid by an investor. A computation of yield that does
not take into account sales charges paid by an investor would be higher than a
similar computation that takes into account payment of sales charges.

11
<PAGE>

2. TOTAL RETURN CALCULATIONS

The Fund's total return shows its overall change in value, including changes in
share price and assuming all of the Fund's distributions are reinvested.

Total return figures may be based on amounts invested in the Fund net of sales
charges that may be paid by an investor. A computation of total return that does
not take into account sales charges paid by an investor would be higher than a
similar computation that takes into account payment of sales charges.

AVERAGE ANNUAL TOTAL RETURN. Average annual total return is calculated using a
formula prescribed by the SEC. To calculate standard average annual total
returns the Fund: (1) determines the growth or decline in value of a
hypothetical historical investment in the Fund over a stated period; and (2)
calculates the annually compounded percentage rate that would have produced the
same result if the rate of growth or decline in value had been constant over the
period. For example, a cumulative return of 100% over ten years would produce an
average annual total return of 7.18%. While average annual returns are a
convenient means of comparing investment alternatives, investors should realize
that performance is not constant over time but changes from year to year, and
that average annual returns represent averaged figures as opposed to the actual
year-to-year performance of the Fund.

Average annual total return is calculated according to the following formula:

P(1+T)n = ERV

Because average annual returns tend to smooth out variations in the Fund's
returns, shareholders should recognize that they are not the same as actual
year-by-year results.

OTHER MEASURES OF TOTAL RETURN. Standardized total return quotes may be
accompanied by non-standardized total return figures calculated by alternative
methods.

The Fund may quote unaveraged or cumulative total returns which reflect
the Fund's performance over a stated period of time.

Total returns may be stated in their components of income and capital
(including capital gains and changes in share price) in order to
illustrate the relationship of these factors and their contributions to
total return.

12
<PAGE>

taking into consideration the Fund's front-end sales charge or contingent
deferred sales charge (if applicable).

Period total return is calculated according to the following formula:

PT = (ERV/P-1)

Where:
PT = period total return
The other definitions are the same as in average annual total
return above

C. OTHER MATTERS

The Fund may also include various information in its advertising, sales
literature, shareholder reports or other materials including, but not limited
to: (1) portfolio holdings and portfolio allocation as of certain dates, such as
portfolio diversification by instrument type, by instrument, by location of
issuer or by maturity; (2) statements or illustrations relating to the
appropriateness of types of securities and/or mutual funds that may be employed
by an investor to meet specific financial goals, such as funding retirement,
paying for children's education and financially supporting aging parents; (3)
information (including charts and illustrations) showing the effects of
compounding interest (compounding is the process of earning interest on
principal plus interest that was earned earlier; interest can be compounded at
different intervals, such as annually, quarterly or daily); (4) information
relating to inflation and its effects on the dollar; (for example, after ten
years the purchasing power of $25,000 would shrink to $16,621, $14,968, $13,465
and $12,100, respectively, if the annual rates of inflation were 4%, 5%, 6% and
7%, respectively); (5) information regarding the effects of automatic investment
and systematic withdrawal plans, including the principal of dollar-cost
averaging; (6) biographical descriptions of the Fund's portfolio managers and
the portfolio management staff of the Fund's investment adviser, summaries of
the views of the portfolio managers with respect to the financial markets, or
descriptions of the nature of the Adviser's and its staff's management
techniques; (7) the results of a hypothetical investment in the Fund over a
given number of years, including the amount that the investment would be at the
end of the period; (8) the effects of investing in a tax-deferred account, such
as an individual retirement account or Section 401(k) pension plan; (9) the net
asset value, net assets or number of shareholders of the Fund as of one or more
dates; and (10) a comparison of the Fund's operations to the operations of other
funds or similar investment products, such as a comparison of the nature and
scope of regulation of the products and the products' weighted average maturity,
liquidity, investment policies, and the manner of calculating and reporting
performance.

The Fund may advertise information regarding the effects of automatic investment
and systematic withdrawal plans, including the principal of dollar cost
averaging. In a dollar-cost averaging program, an investor invests a fixed
dollar amount in the Fund at periodic intervals, thereby purchasing fewer shares
when prices are high and more shares when prices are low. While such a strategy
does not insure a profit or guard against a loss in a declining market, the
investor's average cost per share can be lower than if fixed numbers of shares
had been purchased at those intervals. In evaluating such a plan, investors
should consider their ability to continue purchasing shares through periods of
low price levels. For example, if an investor invests $100 a month for a period
of six months in the Fund the following will be the relationship between average
cost per share ($14.35 in the example given) and average price per share:

13
<PAGE>

In connection with its advertisements, the Fund may provide "shareholder's
letters" which serve to provide shareholders or investors with an introduction
into the Fund's, the Trust's or any of the Trust's service provider's policies
or business practices

14
<PAGE>

4. MANAGEMENT

A. TRUSTEES AND OFFICERS

NAME, POSITION WITH THE TRUST, PRINCIPAL OCCUPATION(S) DURING
DATE OF BIRTH AND ADDRESS PAST 5 YEARS

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

John Y. Keffer*, Chairman and President Member and Director, Forum Financial Group, LLC (a mutual fund
Born: July 15, 1942 services holding company)
Two Portland Square Director, Forum Fund Services, LLC (Trust's underwriter)
Portland, ME 04101 Officer of six other investment companies for which Forum Financial
Group, LLC provides services

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

Costas Azariadas, Trustee Professor of Economics, University of California-Los Angeles
Born: February 15, 1943 Visiting Professor of Economics, Athens University of Economics and
Department of Economics Business 1998 - 1999
University of California Trustee of one other investment company for which Forum Financial
Los Angeles, CA 90024 Group, LLC provides services

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

Stephen J. Barrett, Vice President Manager of Client Services and Senior Relationship Manager, Forum
Born: November 14, 1968 Financial Group, LLC since 1996
Two Portland Square Senior Product Manager, Fidelity Investments, 1994 - 1996
Portland, Maine 04101 Officer of four other investment companies for which Forum Financial
Group, LLC provides services

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

Ronald H. Hirsch, Treasurer Managing Director, Operations/Finance and Operations/Sales, Forum
Born: October 14, 1943 Financial Group, LLC since 1999
Two Portland Square Member of the Board - Citibank Germany 1991 - 1998 Portland,
ME 04101 Officer of six other investment companies for which Forum Financial
Group, LLC provides services

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

- -------------------------------------------- -----------------------------------------------------------------------
</TABLE>

15
<PAGE>

B. COMPENSATION OF TRUSTEES AND OFFICERS

The following table sets forth the fees paid to each Trustee by the Trust and
the Fund Complex that includes all series of the Trust and another investment
company for which Forum Financial Group, LLC provides services for the fiscal
year ended March 31, 1999.
<TABLE>
<S> <C> <C> <C> <C>
Compensation Total Compensation from Trust
Trustee from Trust Benefits Retirement and Fund Complex

- ---------------------- ---------------- ------------ ----------------- -------------------------------------
John Y. Keffer $0 $0 $0 $0
- ---------------------- ---------------- ------------ ----------------- -------------------------------------

Costas Azariadis $11,200 $0 $0 $18,500

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

James C. Cheng $12,700 $0 $0 $20,000

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

J. Michael Parish $12,700 $0 $0 $20,000

- ---------------------- ---------------- ------------ ----------------- -------------------------------------
</TABLE>

C. INVESTMENT ADVISER

1. SERVICES OF ADVISER

The Adviser serves as investment adviser to the Fund pursuant to an investment
advisory agreement (the "Agreement") with the Trust. Under the Agreement, the
Adviser furnishes at its own expense all services, facilities and personnel
necessary in connection with managing the Fund's investments and effecting
portfolio transactions for the Fund.

2. OWNERSHIP OF ADVISER

The Adviser is 99% owned by Forum Trust, LLC and 1% owned by Forum Holdings
Corp. I, both of which are mutual fund services holding companies controlled by
John Y. Keffer, Chairman and President of the Trust. Forum Investment Advisors,
LLC is registered as an investment adviser with the SEC under the 1940 Act.

3. FEES

The Adviser's fee is calculated as a percentage of the applicable Fund's average
net assets. The fee is accrued daily by the Fund and is paid monthly based on
average net assets for the previous month.

In addition to receiving its advisory fee from the Fund, the Adviser may also
act and be compensated as investment manager for its clients with respect to
assets they invested in the Fund. If you have a separately managed account with
the Adviser with assets invested in the Fund, the Adviser will credit an amount
equal to all or a portion of the fees received by the Adviser against any
investment management fee received from the client.

Table 1 in Appendix B shows the dollar amount of the fees payable by the Fund to
the Adviser, the amount of fees waived by the Adviser, and the actual fees
received by the Adviser. The data are for the past three fiscal years.

16
<PAGE>

4. OTHER PROVISIONS OF ADVISER'S AGREEMENT

The Agreement is terminable without penalty by the Trust regarding the Fund on
30 days' written notice when authorized either by vote of the Fund's
shareholders or by a majority vote of the Board, or by the Adviser on 90 days'
written notice to the Trust. The Agreement terminates immediately upon
assignment.

D. DISTRIBUTOR

1. DISTRIBUTOR; SERVICES AND COMPENSATION OF DISTRIBUTOR

Forum Fund Services, LLC (FFS), the distributor (also known as principal
underwriter) of the shares of the Fund, is located at Two Portland Square,
Portland, Maine 04101. FFS is a registered broker-dealer and is a member of the
National Association of Securities Dealers, Inc. Prior to August 1, 1999, Forum
Financial Services, Inc. was the distributor of each Fund pursuant to similar
terms and compensation.

FFS, FAdS, FAcS and FSS are each controlled indirectly by Forum Financial Group,
LLC. Forum Financial Group, LLC is controlled by John Y. Keffer.

Under a distribution agreement with the Trust (the "Distribution Agreement"),
FFS acts as the agent of the Trust in connection with the offering of shares of
the Fund. FFS continually distributes shares of the Fund on a best efforts
basis. FFS has no obligation to sell any specific quantity of Fund shares.

FFS may enter into agreements with selected broker-dealers, banks, or other
financial institutions for distribution of shares of the Fund. These financial
institutions may charge a fee for their services and may receive shareholders
service fees even though shares of the Fund are sold with a sales charge. These
financial institutions may otherwise act as processing agents, and will be
responsible for promptly transmitting purchase, redemption and other requests to
the Fund.

Investors who purchase shares in this manner will be subject to the procedures
of the institution through whom they purchase shares, which may include charges,
investment minimums, cutoff times and other restrictions in addition to, or
different from, those listed herein. Information concerning any charges or
services will be provided to customers by the financial institution. Investors
purchasing shares of the Fund in this manner should acquaint themselves with
their institution's procedures and should read the Prospectus in conjunction
with any materials and information provided by their institution. The financial
institution and not its customers will be the shareholder of record, although
customers may have the right to vote shares depending upon their arrangement
with the institution.

Pursuant to the Distribution Agreement, FFS receives, and may reallow to certain
financial institutions, the sales charge paid by the purchasers of the Fund's
shares. Table 2 in Appendix B shows the aggregate sales charges paid to FFSI,
the amount of sales charge reallowed by FFSI, and the amount of sales charge
retained by FFSI. The data are for the past three years (or shorter depending on
a Fund's commencement of operations).

17
<PAGE>

2. OTHER PROVISIONS OF DISTRIBUTOR'S AGREEMENT

The Distribution Agreement is terminable without penalty by the Trust with
respect to the Fund on 60 days' written notice when authorized either by vote of
the Fund's shareholders or by a majority vote of the Board, or by FFS on 60
days' written notice to the Trust.

Under the Distribution Agreement, FFS is not liable to the Trust or the Trust's
shareholders for any error of judgment or mistake of law, for any loss arising
out of any investment or for any act or omission in the performance of its
duties to the Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under the agreement.

Under the Distribution Agreement, FFS and certain related parties (such as FFS's
officers and persons that control FFS) are indemnified by the Trust against all
claims and expenses in any way related to alleged untrue statements of material
fact contained in the Fund's Registration Statement or any alleged omission of a
material fact required to be stated in the Registration Statement to make
statements contained therein not misleading. The Trust, however, will not
indemnify FSS for any such misstatements or omissions if they were made in
reliance upon information provided in writing by FSS in connection with the
preparation of the Registration Statement.

E. OTHER FUND SERVICE PROVIDERS

1. ADMINISTRATOR

As administrator, pursuant to an administration agreement with the Trust (the
"Administration Agreement"), Forum Administrative Services, LLC (FAdS) is
responsible for the supervision of the overall management of the Trust,
providing the Trust with general office facilities and providing persons
satisfactory to the Board to serve as officers of the Trust.

For its services, FAdS receives a fee from the Fund at an annual rate of 0.20%
of the average daily net assets of the Fund. The fee is accrued daily by the
Fund and is paid monthly based on average net assets for the previous month.

Table 3 in Appendix B shows the dollar amount of the fees payable by the Fund to
FAdS, the amount of the fee waived by FAdS, and the actual fees received by
FAdS. The data are for the past three fiscal years.

2. FUND ACCOUNTANT

As fund accountant, pursuant to an accounting agreement with the Trust (the
"Accounting Agreement"), Forum Accounting Services, LLC (FAcS) provides fund
accounting services to the Fund. These services include calculating the NAV per
share of the Fund and preparing the Fund's financial statements and tax returns.

18
<PAGE>

For its services, FAcS receives a fee from the Fund at an annual rate of $36,000
with certain surcharges based upon the number and type of the Fund's portfolio
transactions and positions. The fee is accrued daily by the Fund and is paid
monthly based on the transactions and positions for the previous month.

Under the Accounting Agreement, FAcS is not liable for any action or omission in
the performance of its duties to the Fund, except for willful misfeasance, bad
faith, gross negligence or by reason of reckless disregard of its obligations
and duties under the agreement. Under the Accounting Agreement, FAcS and certain
related parties (such as FAcS's officers and persons who control FAcS) are
indemnified by the Trust against any and all claims and expenses related to
FAcS's actions or omissions that are consistent with FAcS's contractual standard
of care.

Under the Accounting Agreement, in calculating the Fund's NAV per share, FAcS is
deemed not to have committed an error if the NAV per share it calculates is (1)
within 1/10 of 1% of the actual NAV per share (after recalculation). The
Accounting Agreement also provides that FAcS will not be liable to a shareholder
for any loss incurred due to an NAV difference if such difference is less than
or equal 1/2 of 1% or less than or equal to $10.00. In addition, FAcS is not
liable for the errors of others, including the companies that supply securities
prices to FAcS and the Fund.

Table 4 in Appendix B shows the dollar amount of the fees payable by the Fund to
FAcS, the amount of the fee waived by FAcS, and the actual fees received by
FAcS. The data are for the past three fiscal years.

3. TRANSFER AGENT

As transfer agent and distribution paying agent, pursuant to a transfer agent
agreement with the Trust (the "Transfer Agent Agreement"), FSS maintains an
account for each shareholder of record of the Fund and is responsible for
processing purchase and redemption requests and paying distributions to
shareholders of record. FSS is located at Two Portland Square, Portland, Maine
04101 and is registered as a transfer agent with the SEC.

For its services, FSS receives 0.25% of the average daily net assets of the
Fund, an annual fee of $12,000 and $18 per shareholder account.

Under the Transfer Agent Agreement, FSS is not liable for any act in the
performance of its duties to the Fund, except for willful misfeasance, bad faith
or gross negligence in the performance of its duties under the agreement. Under
the Transfer Agent Agreement, FSS and certain related parties (such as FSS's
officers and persons who control FSS) are indemnified by the Trust against any
and all claims and expenses related to FAdS's actions or omissions that are
consistent with FAdS's contractual standard of care.

Table 5 in Appendix B shows the dollar amount of the fees payable by the Fund to
FSS, the amount of the fee waived by FSS, and the actual fees received by FSS.
The data are for the past three fiscal years.

4. CUSTODIAN

19
<PAGE>

provide custody of the Fund's domestic and foreign assets. The Custodian is
located at Two Portland Square, Portland, Maine 04101.

For its services, the Custodian receives an annualized percentage of the average
daily net assets of the Fund. The Fund also pays an annual domestic custody fee
as well as certain other transaction fees. These fees are accrued daily by the
Fund and are paid monthly based on average net assets and transactions for the
previous month.

5. LEGAL COUNSEL

Seward & Kissel LLP, 1200 G Street, N.W., Washington, D.C. 20005, passes upon
legal matters in connection with the issuance of shares of the Trust.

6. INDEPENDENT AUDITORS

Deloitte & Touche LLP, 200 Berkeley Street, 14th Floor, Boston, Massachusetts,
02116-5022, independent auditors, have been selected as auditors for the Fund.
The auditors audit the annual financial statements of the Fund and provide the
Fund with an audit opinion. The auditors also review certain regulatory filings
of the Fund and the Fund's tax returns.

5. PORTFOLIO TRANSACTIONS

A. HOW SECURITIES ARE PURCHASED AND SOLD

Purchases and sales of portfolio securities that are fixed income securities
(for instance, money market instruments and bonds, notes and bills) usually are
principal transactions. In a principal transaction, the party from whom the Fund
purchases or to whom the Fund sells is acting on its own behalf (and not as the
agent of some other party such as its customers). These securities normally are
purchased directly from the issuer or from an underwriter or market maker for
the securities. There usually are no brokerage commissions paid for these
securities.

In the case of fixed income and equity securities traded in the over-the-counter
markets, there is generally no stated commission, but the price usually includes
an undisclosed commission or markup.

B. COMMISSIONS PAID

Table 6 in Appendix B shows the aggregate brokerage commissions with respect to
the Fund. The data presented are for the past three fiscal years or shorter
period if the Fund has been in operation for a shorter period.

C. ADVISER RESPONSIBILITY FOR PURCHASES AND SALES

The Adviser places orders for the purchase and sale of securities with brokers
and dealers selected by and in the discretion of the Adviser. The Fund does not
have any obligation to deal with any specific broker or dealer in the execution
of portfolio transactions. Allocations of transactions to brokers and dealers
and the frequency of transactions are determined by the Adviser in its best

20
<PAGE>

judgment and in a manner deemed to be in the best interest of the Fund rather
than by any formula.

The Adviser seeks "best execution" for all portfolio transactions. This means
that the Adviser seeks the most favorable price and execution available. The
Adviser's primary consideration in executing transactions for the Fund is prompt
execution of orders in an effective manner and at the most favorable price
available.

1. CHOOSING BROKER-DEALERS

The Fund may not always pay the lowest commission or spread available. Rather,
in determining the amount of commissions (including certain dealer spreads) paid
in connection with securities transactions, the Adviser takes into account
factors such as size of the order, difficulty of execution, efficiency of the
executing broker's facilities (including the research services described below)
and any risk assumed by the executing broker.

Consistent with applicable rules and the Adviser's duties, the Adviser may: (1)
consider sales of shares of the Fund as a factor in the selection of
broker-dealers to execute portfolio transactions for the Fund; and (2) take into
account payments made by brokers effecting transactions for the Fund (these
payments may be made to the Fund or to other persons on behalf of the Fund for
services provided to the Fund for which those other persons would be obligated
to pay.)

2. OBTAINING RESEARCH FROM BROKERS

The Adviser may give consideration to research services furnished by brokers to
the Adviser for its use and may cause the Fund to pay these brokers a higher
amount of commission than may be charged by other brokers. This research is
designed to augment the Adviser's own internal research and investment strategy
capabilities. This research may be used by the Adviser in connection with
services to clients other than the Fund, and not all research services may be
used by the Adviser in connection with the Fund. The Adviser's fees are not
reduced by reason of the Adviser's receipt of research services.

Occasionally, the Adviser may execute a transaction through a broker and pay a
slightly higher commission than another broker might charge. The higher
commission is paid because of the Adviser's need for specific research, for
specific expertise a firm may have in a particular type of transaction (due to
factors such as size or difficulty), or for speed/efficiency in execution. Since
most of the Adviser's brokerage commissions for research are for economic
research on specific companies or industries, and since the Adviser is involved
with a limited number of securities, most of the commission dollars spent for
industry and stock research directly benefit the clients.

21
<PAGE>

3. COUNTERPARTY RISK

The Adviser monitors the creditworthiness of counterparties to the Fund's
transactions and intends to enter into a transaction only when it believes that
the counterparty presents minimal and appropriate credit risks.

4. TRANSACTIONS THROUGH AFFILIATES

The Adviser may effect brokerage transactions through affiliates of the Adviser
(or affiliates of those persons) pursuant to procedures adopted by the Trust.

5. OTHER ACCOUNTS OF THE ADVISER

Investment decisions for the Fund are made independently from those for any
other account or investment company that is or may in the future become managed
by the Adviser or its affiliates. Investment decisions are the product of many
factors, including basic suitability for the particular client involved. Thus, a
particular security may be bought or sold for certain clients even though it
could have been bought or sold for other clients at the same time. Likewise, a
particular security may be bought for one or more clients when one or more
clients are selling the security. In some instances, one client may sell a
particular security to another client. In addition two or more clients may
simultaneously purchase or sell the same security, in which event each day's
transactions in such security are, insofar as is possible, averaged as to price
and allocated between such clients in a manner which, in the Adviser's opinion,
is equitable to each and in accordance with the amount being purchased or sold
by each. There may be circumstances when purchases or sales of a portfolio
security for one client could have an adverse effect on another client that has
a position in that security. In addition, when purchases or sales of the same
security for the Fund and other client accounts managed by the Adviser occurs
contemporaneously, the purchase or sale orders may be aggregated in order to
obtain any price advantages available to large denomination purchases or sales.

6. PORTFOLIO TURNOVER

The frequency of portfolio transactions of the Fund (the portfolio turnover
rate) will vary from year to year depending on many factors. From time to time
the Fund may engage in active short-term trading to take advantage of price
movements affecting individual issues, groups of issues or markets. An annual
portfolio turnover rate of 100% would occur if all of the securities in the Fund
were replaced once in a period of one year. Higher portfolio turnover rates may
result in increased brokerage costs to the Fund and a possible increase in
short-term capital gains or losses.

D. SECURITIES OF REGULAR BROKER-DEALERS

From time to time the Fund may acquire and hold securities issued by its
"regular brokers and dealers" or the parents of those brokers and dealers. For
this purpose, regular brokers and dealers are the 10 brokers or dealers that:
(1) received the greatest amount of brokerage commissions during the Fund's last
fiscal year; (2) engaged in the largest amount of principal transactions for
portfolio transactions of the Fund during the Fund's last fiscal year; or (3)
sold the largest amount of the Fund's shares during the Fund's last fiscal year.
Table 7 in Appendix B lists the regular brokers and dealers of each fund whose
securities (or the securities of the parent company) were acquired during the
past fiscal year and the aggregate value of the Fund's holdings of those
securities as of the Fund's most recent fiscal year.

6. PURCHASE AND REDEMPTION INFORMATION

A. GENERAL INFORMATION

You may effect purchases or redemptions or request any shareholder privilege in
person at FSS's offices located at Two Portland Square, Portland, Maine 04101.

22
<PAGE>

The Fund accepts orders for the purchase or redemption of shares on any weekday
except days when the New York Stock Exchange is closed.

Not all classes or funds of the Trust may be available for sale in the sate in
which you reside. Please check with your investment professional to determine a
class or fund's availability.

B. ADDITIONAL PURCHASE INFORMATION

The distributor sells shares of the Fund on a continuous basis. Set forth below
is an example of the method of computing the offering price of the Fund's
shares. The example assumes a purchase of shares of beneficial interest
aggregating less than $100,000 subject to the schedule of sales charges set
forth in the Prospectus at a price based on the net asset value per share of the
Fund on March 31, 1999.

Net Asset Value Per Share $11.60

Sales Charge, 4.00% of offering price
(4.17% of net asset value per share) $0.48

Offering to Public $12.08

The Fund reserves the right to refuse any purchase request.

Fund shares are normally issued for cash only. In the Adviser's discretion,
however, the Fund may accept portfolio securities that meet the investment
objective and policies of the Fund as payment for Fund shares. The Fund will
only accept securities that: (1) are not restricted as to transfer by law and
are not illiquid; and (2) have a value which is readily ascertainable (and not
established only by valuation procedures).

1. IRAS

All contributions into an IRA through the automatic investing service are
treated as IRA contributions made during the year the investment is received.

2. UGMAS/UTMAS

If the trustee's name is not in the account registration of a gift or transfer
to minor ("UGMA/UTMA") account, the investor must provide a copy of the trust
document.

3. PURCHASES THROUGH FINANCIAL INSTITUTIONS

If you purchase shares through a financial institution, you will be subject to
the institution's procedures, which may include charges, limitations, investment
minimums, cutoff times and restrictions in addition to, or different from, those
applicable when you invest in the Fund directly. When you purchase the Fund's
shares through a financial institution, you may or may not be the shareholder of
record and, subject to your institution's procedures, you may have Fund shares
transferred into your name. There is typically a three-day settlement period for
purchases and redemptions through broker-dealers. Certain financial institutions
may also enter purchase orders with payment to follow.

23
<PAGE>

You may not be eligible for certain shareholder services when you purchase
shares through a financial institution. Contact your institution for further
information. If you hold shares through a financial institution, the Fund may
confirm purchases and redemptions to the financial institution, which will
provide you with confirmations and periodic statements. The Fund is not
responsible for the failure of any financial institution to carry out its
obligations.

Investors purchasing shares of the Fund through a financial institution should
read any materials and information provided by the financial institution to
acquaint themselves with its procedures and any fees that the institution may
charge.

C. ADDITIONAL REDEMPTION INFORMATION

The Fund may redeem shares involuntarily to reimburse the Fund for any loss
sustained by reason of the failure of a shareholder to make full payment for
shares purchased by the shareholder or to collect any charge relating to
transactions effected for the benefit of a shareholder which is applicable to
the Fund's shares as provided in the Prospectus.

1. SUSPENSION OF RIGHT OF REDEMPTION

The right of redemption may not be suspended, except for any period during
which: (1) the New York Stock Exchange is closed (other than customary weekend
and holiday closings) or during which the Securities and Exchange Commission
determines that trading thereon is restricted; (2) an emergency (as determined
by the SEC) exists as a result of which disposal by the Fund of its securities
is not reasonably practicable or as a result of which it is not reasonably
practicable for the Fund fairly to determine the value of its net assets; or (3)
the SEC may by order permit for the protection of the shareholders of the Fund.

2. REDEMPTION-IN-KIND

Redemption proceeds normally are paid in cash. Payments may be made wholly or
partly in portfolio securities, however, if the Board determines conditions
exist which would make payment in cash detrimental to the best interests of the
Fund. If redemption proceeds are paid wholly or partly in portfolio securities,
brokerage costs may be incurred by the shareholder in converting the securities
to cash. The Trust has filed an election with the SEC pursuant to which the Fund
may only effect a redemption in portfolio securities if the particular
shareholder is redeeming more than $250,000 or 1% of the Fund's total net
assets, whichever is less, during any 90-day period.

D. NAV DETERMINATION

In determining the Fund's NAV per share, securities for which market quotations
are readily available are valued at current market value using the last reported
sales price. If no sale price is reported, the average of the last bid and ask
price is used. If no average price is available, the last bid price is used. If
market quotations are not readily available, then securities are valued at fair
value as determined by the Board (or its delegate).

E. DISTRIBUTIONS

Distributions of net investment income will be reinvested at the Fund's NAV per
share as of the last day of the period with respect to which the distribution is
paid. Distributions of capital gain will be reinvested at the NAV per share of
the Fund on the payment date for the distribution. Cash payments may be made
more than seven days following the date on which distributions would otherwise
be reinvested.

7. TAXATION

24
<PAGE>

information is only a summary of certain key federal income tax considerations
affecting the Fund and its shareholders that are not described in the
prospectus. No attempt has been made to present a complete explanation of the
federal tax treatment of the Fund or the implications to shareholders. The
discussions here and in the prospectus are not intended as substitutes for
careful tax planning.

This "Taxation" section is based on the Code and applicable regulations in
effect on the date hereof. Future legislative or administrative changes or court
decisions may significantly change the tax rules applicable to the Fund and
their shareholders. Any of these changes or court decisions may have a
retroactive effect.

ALL INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISOR AS TO THE FEDERAL, STATE,
LOCAL AND FOREIGN TAX PROVISIONS APPLICABLE TO THEM.

A. QUALIFICATION AS A REGULATED INVESTMENT COMPANY

The Fund intends for each tax year to qualify as a "regulated investment
company" under the Code. This qualification does not involve governmental
supervision of management or investment practices or policies of the Fund.

The tax year end of the Fund is March 31 (the same as the Fund's fiscal year
end).

1. MEANING OF QUALIFICATION

As a regulated investment company, the Fund will not be subject to federal
income tax on the portion of its net investment income (that is, taxable
interest, dividends and other taxable ordinary income, net of expenses) and
capital gain net income (that is, the excess of long-term capital gains over
long-term capital losses) that it distributes to shareholders. In order to
qualify as a regulated investment company the Fund must satisfy the following
requirements:

o The Fund must distribute at least 90% of its investment company
taxable income (that is, net investment income and capital gain net
income) for the tax year. (Certain distributions made by the Fund
after the close of its tax year are considered distributions
attributable to the previous tax year for purposes of satisfying this
requirement.)

o The Fund must derive at least 90% of its gross income from certain
types of income derived with respect to its business of investing.

o The Fund must satisfy the following asset diversification test at the
close of each quarter of the Fund's tax year: (1) at least 50% of the
value of the Fund's assets must consist of cash and cash items, U.S.
government securities, securities of other regulated investment
companies, and securities of other issuers (as to which the Fund has
not invested more than 5% of the value of the Fund's total assets in
securities of the issuer and as to which the Fund does not hold more
than 10% of the outstanding voting securities of the issuer); and (2)
no more than 25% of the value of the Fund's total assets may be
invested in the securities of any one issuer (other than U.S.
Government securities and securities of other regulated investment
companies), or in two or more issuers which the Fund controls and
which are engaged in the same or similar trades or businesses.

2. FAILURE TO QUALIFY

If for any tax year the Fund does not qualify as a regulated investment company,
all of its taxable income (including its net capital gain) will be subject to
tax at regular corporate rates without any deduction for dividends to
shareholders, and the dividends will be taxable to the shareholders as ordinary
income to the extent of the Fund's current and accumulated earnings and profits.
A portion of these distributions generally may be eligible for the
dividends-received deduction in the case of corporate shareholders.

25
<PAGE>

Failure to qualify as a regulated investment company would thus have a negative
impact on the Fund's income and performance. It is possible that the Fund will
not qualify as a regulated investment company in any given tax year.

B. FUND DISTRIBUTIONS

The Fund anticipates distributing substantially all of its net investment income
for each tax year. These distributions are taxable to you as ordinary income.
These distributions may qualify for the 70% dividends-received deduction for
corporate shareholders.

The Fund anticipates distributing substantially all of its net capital gain for
each tax year. These distributions generally are made only once a year, usually
in November or December, but the Fund may make additional distributions of net
capital gain at any time during the year. These distributions are taxable to you
as long-term capital gain, regardless of how long you have held shares.

The Fund may have capital loss carryovers (unutilized capital losses from prior
years). These capital loss carryovers (which can be used for up to eight years)
may be used to offset any current capital gain (whether short- or long-term).
All capital loss carryovers are listed in the Fund's financial statements. Any
such losses may not be carried back.

Distributions by the Fund that do not constitute ordinary income dividends or
capital gain dividends will be treated as a return of capital. Return of capital
distributions reduces your tax basis in the shares and are treated as gain from
the sale of the shares to the extent your basis would be reduced below zero.

All distributions by the Fund will be treated in the manner described above
regardless of whether the distribution is paid in cash or reinvested in
additional shares of the Fund (or of another Fund). If you receive a
distribution in the form of additional shares, it will be treated as receiving a
distribution in an amount equal to the fair market value of the shares received,
determined as of the reinvestment date.

You may purchase shares whose net asset value at the time reflects undistributed
net investment income or recognized capital gain, or unrealized appreciation in
the value of the assets of the Fund. Distributions of these amounts are taxable
to you in the manner described above, although the distribution economically
constitutes a return of capital to you.

If you purchase shares of the Fund just prior to the ex-dividend date of a
distribution, you will be taxed on the entire amount of the distribution
received, even though the net asset value per share on the date of the purchase
reflected the amount of the distribution.

If you hold shares for six months or less and redeem shares at a loss after
receiving a capital gain distribution, the loss will be treated as a long-term
capital loss to the extent of the distribution.

Ordinarily, you are required to take distributions by the Fund into account in
the year in which they are made. A distribution declared in October, November or
December of any year and payable to you on a specified date in those months,
however, is deemed to be received by you (and made by the Fund) on December 31
of that calendar year if the distribution is actually paid in January of the
following year.

You will be advised annually as to the U.S. federal income tax consequences of
distributions made (or deemed made) to them during the year.

C. CERTAIN TAX RULES APPLICABLE TO THE FUND'S TRANSACTIONS

26
<PAGE>

rise to short-term capital gains at the time of expiration. When the Fund
exercises a call, the purchase price of the underlying security is increased by
the amount of the premium paid by the Fund. When the Fund exercises a put, the
proceeds from the sale of the underlying security are decreased by the premium
paid. When a put or call written by the Fund is exercised, the purchase price
(selling price in the case of a call) of the underlying security is decreased
(increased in the case of a call) for tax purposes by the premium received.

Certain listed options, regulated futures contracts and forward currency
contracts are considered "Section 1256 contracts" for federal income tax
purposes. Section 1256 contracts held by the Fund at the end of each tax year
are "marked to market" and treated for federal income tax purposes as though
sold for fair market value on the last business day of the tax year. Gains or
losses realized by the Fund on Section 1256 contracts generally is considered
60% long-term and 40% short-term capital gains or losses. The Fund can elect to
exempt its Section 1256 contracts which are part of a "mixed straddle" (as
described below) from the application of Section 1256.

Any option, futures contract, or other position entered into or held by the Fund
in conjunction with any other position held by the Fund may constitute a
"straddle" for federal income tax purposes. A straddle of which at least one,
but not all, the positions are Section 1256 contracts, may constitute a "mixed
straddle". In general, straddles are subject to certain rules that may affect
the character and timing of the Fund's gains and losses with respect to straddle
positions by requiring, among other things, that: (1) the loss realized on
disposition of one position of a straddle may not be recognized to the extent
that the Fund has unrealized gains with respect to the other position in such
straddle; (2) the Fund's holding period in straddle positions be suspended while
the straddle exists (possibly resulting in gain being treated as short-term
capital gain rather than long-term capital gain); (3) the losses recognized with
respect to certain straddle positions which are part of a mixed straddle and
which are non-Section 1256 positions be treated as 60% long-term and 40%
short-term capital loss; (4) losses recognized with respect to certain straddle
positions which would otherwise constitute short-term capital losses be treated
as long-term capital losses; and (5) the deduction of interest and carrying
charges attributable to certain straddle positions may be deferred. Various
elections are available to the Fund which may mitigate the effects of the
straddle rules, particularly with respect to mixed straddles. In general, the
straddle rules described above do not apply to any straddles held by the Fund
all of the offsetting positions of which consist of Section 1256 contracts.

D. FEDERAL EXCISE TAX

A 4% non-deductible excise tax is imposed on a regulated investment company that
fails to distribute in each calendar year an amount equal to: (1) 98% of
ordinary its taxable income for the calendar year; and (2) 98% of its capital
gain net income for the one-year period ended on October 31 of the calendar
year. If the Fund changes its tax year end to November 30 or December 31, it may
elect to use that date instead of the October 31 date in making this
calculation. The balance of the Fund's income must be distributed during the
next calendar year. The Fund will be treated as having distributed any amount on
which it is subject to income tax for any tax year ending in a calendar year.

For purposes of calculating the excise tax, the Fund: (1) reduces its capital
gain net income (but not below its net capital gain) by the amount of any net
ordinary loss for the calendar year; and (2) excludes foreign currency gains and
losses incurred after October 31 of any year (or November 30 or December 31 if
it has made the election described above) in determining the amount of ordinary
taxable income for the current calendar year. The Fund will include foreign
currency gains and losses incurred after October 31 in determining ordinary
taxable income for the succeeding calendar year.

The Fund intends to make sufficient distributions of its ordinary taxable income
and capital gain net income prior to the end of each calendar year to avoid
liability for the excise tax. Investors should note, however, that the Fund may
in certain circumstances be required to liquidate portfolio investments to make
sufficient distributions to avoid excise tax liability.

27
<PAGE>

E. SALE OR REDEMPTION OF SHARES

In general, a shareholder will recognize gain or loss on the sale or redemption
of shares of the Fund in an amount equal to the difference between the proceeds
of the sale or redemption and the shareholder's adjusted tax basis in the
shares. All or a portion of any loss so recognized may be disallowed if the
shareholder purchases other shares of the Fund within 30 days before or after
the sale or redemption (a so called "wash sale"). In general, any gain or loss
arising from the sale or redemption of shares of the Fund will be considered
capital gain or loss and will be long-term capital gain or loss if the shares
were held for longer than one year. Any capital loss arising from the sale or
redemption of shares held for six months or less, however, is treated as a
long-term capital loss to the extent of the amount of capital gain distributions
received on such shares. For this purpose, the special holding period rules of
Code Section 246(c) (3) and (4) generally will apply in determining the holding
period of shares. Capital losses in any year are deductible only to the extent
of capital gains plus, in the case of a noncorporate taxpayer, $3,000 of
ordinary income.

F. WITHHOLDING TAX

The Fund will be required in certain cases to withhold and remit to the U.S.
Treasury 31% of distributions, and the proceeds of redemptions of shares, paid
to any shareholder: (1) who has failed to provide correct tax payer
identification number; (2) who is subject to backup withholding by the IRS for
failure to report the receipt of interest or dividend income properly; or (3)
who has failed to certify to the Fund that it is not subject to backup
withholding or that it is a corporation or other "exempt recipient."

G. FOREIGN SHAREHOLDERS

Taxation of a shareholder who under the Code is a nonresident alien individual,
foreign trust or estate, foreign corporation, or foreign partnership ("foreign
shareholder"), depends on whether the income from the Fund is "effectively
connected" with a U.S. trade or business carried on by the foreign shareholder.

If the income from the Fund is not effectively connected with a U.S. trade or
business carried on by a foreign shareholder, ordinary income distributions paid
to a foreign shareholder will be subject to U.S. withholding tax at the rate of
30% (or lower applicable treaty rate) upon the gross amount of the distribution.
The foreign shareholder generally would be exempt from U.S. federal income tax
on gain realized on the sale of shares of the Fund, capital gain distributions
from the Fund and amounts retained by the Fund that are designated as
undistributed capital gain.

If the income from the Fund is effectively connected with a U.S. trade or
business carried on by a foreign shareholder, then ordinary income
distributions, capital gain distributions, and any gain realized upon the sale
of shares of the Fund will be subject to U.S. federal income tax at the rates
applicable to U.S. citizens or U.S. corporations.

In the case of a noncorporate foreign shareholder, the Fund may be required to
withhold U.S. federal income tax at a rate of 31% on distributions that are
otherwise exempt from withholding (or taxable at a reduced treaty rate), unless
the shareholder furnishes the Fund with proper notification of its foreign
status.

The tax consequences to a foreign shareholder entitled to claim the benefits of
an applicable tax treaty may be different from those described herein.

The tax rules of other countries with respect to distributions from the Fund can
differ from the rules for U.S. federal income taxation described above. These
foreign rules are not discussed herein. Foreign shareholders are urged to
consult their own tax advisers as to the consequences of foreign tax rules with
respect to an investment in the Fund, distributions from the Fund and the
applicability of foreign taxes and related matters.

28
<PAGE>

H. STATE AND LOCAL TAXES

The tax rules of the various states of the U.S. and their local jurisdictions
with respect to distributions from the Fund can differ from the rules for U.S.
federal income taxation described above. These state and local rules are not
discussed herein. Shareholders are urged to consult their tax advisers as to the
consequences of state and local tax rules with respect to an investment in the
Fund, distributions from the Fund and the applicability of state and local taxes
and related matters.

8. OTHER MATTERS

A. THE TRUST AND ITS SHAREHOLDERS

1. GENERAL INFORMATION

Forum Funds was organized as a business trust under the laws of the State of
Delaware on August 29, 1995. On January 5, 1996 the Trust succeeded to the
assets and liabilities of Forum Funds, Inc.

(1)The Trust offers shares of beneficial interest in an institutional,
institutional service, and investor share class of these series.

The Trust, Fund's investment adviser and the principal underwriter have adopted
codes of ethics under Rule 17j-1, as amended, of the 1940 Act. These codes
permit personnel subject to the codes to invest in securities, including
securities that may be be purchased or held by the Fund. The Board will consider
approving amendments to the code of ethics for the Trust, the Funds' investment
adviser and the principal underwriter at its next regularly scheduled meeting.

The Trust and the Fund will continue indefinitely until terminated.

2. SERIES AND CLASSES OF THE TRUST

3. SHAREHOLDER VOTING AND OTHER RIGHTS

29
<PAGE>

shares will be voted separately by individual series except if: (1) the 1940 Act
requires shares to be voted in the aggregate and not by individual series; and
(2) when the Trustees determine that the matter affects more than one series and
all affected series must vote. The Trustees may also determine that a matter
only affects certain classes of the Trust and thus only those such classes are
entitled to vote on the matter. Delaware law does not require the Trust to hold
annual meetings of shareholders, and it is anticipated that shareholder meetings
will be held only when specifically required by federal or state law. There are
no conversion or preemptive rights in connection with shares of the Trust.

All shares, when issued in accordance with the terms of the offering, will be
fully paid and nonassessable.

4. CERTAIN REORGANIZATION TRANSACTIONS

The Trust or any series may be terminated upon the sale of its assets to, or
merger with, another open-end, management investment company or series thereof,
or upon liquidation and distribution of its assets. Generally such terminations
must be approved by the vote of the holders of a majority of the outstanding
shares of the Trust or the Fund. The Trustees may, without prior shareholder
approval, change the form of organization of the Trust by merger, consolidation
or incorporation. Under the Trust Instrument, the Trustees may, without
shareholder vote, cause the Trust to merge or consolidate into one or more
trusts, partnerships or corporations or cause the Trust to be incorporated under
Delaware law, so long as the surviving entity is an open-end, management
investment company that will succeed to or assume the Trust's registration
statement.

B. FUND OWNERSHIP

As of July 1, 1999, the Trustees and officers of the Trust in the aggregate
owned less than 1% of the outstanding Shares of the Fund.

Also as of that date, certain shareholders of record owned 5% or more of the
Fund. These shareholders and any shareholder known by the Fund to own
beneficially 5% or more of the Fund are listed in Table 8 in Appendix B.

From time to time, certain shareholders may own a large percentage of the shares
of the Fund. Accordingly, those shareholders may be able to greatly affect (if
not determine) the outcome of a shareholder vote. As of July 1, 1999, the
following persons beneficially owned 25% or more of the shares of a Fund (or of
the Trust) and may be deemed to control the Fund (or the Trust). For each person
listed that is a company, the jurisdiction under the laws of which the company
is organized (if applicable) and the company's parents are listed.

CONTROLLING PERSON INFORMATION

SHAREHOLDER PERCENTAGE OF
SHARES OWNED

FirsTrust Co (incorporated in Indiana)
National City Bank Trust Dept
227 Main Street

Evansville, Indiana 47708 85.66%
National City Bank of Evansville is the parent company of FirsTrust.

30
<PAGE>

C. LIMITATIONS ON SHAREHOLDERS' AND TRUSTEES' LIABILITY

Delaware law provides that Fund shareholders are entitled to the same
limitations of personal liability extended to stockholders of private
corporations for profit. In the past, the Trust believes that the securities
regulators of some states, however, have indicated that they and the courts in
their state may decline to apply Delaware law on this point. The Forum Funds'
Trust Instrument (the document that governs the operation of the Trust contains
an express disclaimer of shareholder liability for the debts, liabilities,
obligations and expenses of the Trust. The Trust Instrument provides for
indemnification out of each series' property of any shareholder or former
shareholder held personally liable for the obligations of the series. The Trust
Instrument also provides that each series shall, upon request, assume the
defense of any claim made against any shareholder for any act or obligation of
the series and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which Delaware law does not apply, no contractual limitation of
liability was in effect and the portfolio is unable to meet its obligations.
FAdS believes that, in view of the above, there is no risk of personal liability
to shareholders.

The Trust Instrument provides that the Trustees shall not be liable to any
person other than the Trust and its shareholders. In addition, the Trust
Instrument provides that the Trustees shall not be liable for any conduct
whatsoever, provided that a Trustee is not protected against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office.

D. REGISTRATION STATEMENT

E. FINANCIAL STATEMENTS

The financial statements of the Fund for the year ended March 31, 1999, which
are included in the Annual Report to Shareholders of the Fund, are incorporated
herein by reference. These financial statements only include the schedules of
investments, statements of assets and liabilities, statements of operations,
statements of changes in net assets, financial highlights, notes and independent
auditors' reports.

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<PAGE>

APPENDIX A - DESCRIPTION OF SECURITIES RATINGS

A. CORPORATE BONDS (INCLUDING CONVERTIBLE BONDS)

1. MOODY'S INVESTORS SERVICE

C Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

NOTE
Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates
a ranking in the lower end of that generic rating category.

A-1
<PAGE>

2. STANDARD AND POOR'S CORPORATION

AAA An obligation rated AAA has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

AA An obligation rated AA differs from the highest-rated obligations only
in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.

A An obligation rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor's capacity
to meet its financial commitment on the obligation is still strong.

CC An obligation rated CC is currently highly vulnerable to nonpayment.

C The C rating may be used to cover a situation where a bankruptcy
petition has been filed or similar action has been taken, but payments
on this obligation are being continued.

NOTE Plus (+) or minus (-). The ratings from AA to CCC may be modified by
the addition of a plus or minus sign to show relative standing within
the major rating categories.

A-2
<PAGE>

3. DUFF & PHELPS CREDIT RATING CO.

AAA Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA+
AA High credit quality. Protection factors are strong. Risk is modest but
may vary slightly from time to time because of economic conditions.

A+
A,A- Protection factors are average but adequate. However, risk factors
are more variable in periods of greater economic stress.

BBB+
BBB
BBB- Below-average protection factors but still considered sufficient for
prudent investment. Considerable variability in risk during economic
cycles.

B+
B,B- Below investment grade and possessing risk that obligations will not
be met when due. Financial protection factors will fluctuate widely
according to economic cycles, industry conditions and/or company
fortunes. Potential exists for frequent changes in the rating within
this category or into a higher or lower rating grade.

DD Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or interest payments.

DP Preferred stock with dividend arrearages.

4. FITCH IBCA, INC.

INVESTMENT GRADE

A-3
<PAGE>

SPECULATIVE GRADE

CCC
CC,C High default risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon sustained,
favorable business or economic developments. A `CC' rating indicates
that default of some kind appears probable. `C' ratings signal imminent
default.

DDD
DD,D Default. Securities are not meeting current obligations and are
extremely speculative. `DDD' designates the highest potential for
recovery of amounts outstanding on any securities involved. For U.S.
corporates, for example, `DD' indicates expected recovery of 50% - 90%
of such outstandings, and `D' the lowest recovery potential, i.e.
below 50%.

B. PREFERRED STOCK

1. MOODY'S INVESTORS SERVICE

AA An issue which is rated "aa" is considered a high- grade preferred
stock. This rating indicates that there is a reasonable assurance the
earnings and asset protection will remain relatively well maintained in
the foreseeable future.

A-4
<PAGE>

CAA An issue which is rated "caa" is likely to be in arrears on dividend
payments. This rating designation does not purport to indicate the
future status of payments.

CA An issue which is rated "ca" is speculative in a high degree and is
likely to be in arrears on dividends with little likelihood of eventual
payments.

C This is the lowest rated class of preferred or preference stock. Issues
so rated can thus be regarded as having extremely poor prospects of
ever attaining any real investment standing.

2. STANDARD & POOR'S

AAA This is the highest rating that may be assigned by Standard & Poor's to
a preferred stock issue and indicates an extremely strong capacity to
pay the preferred stock obligations.

BB
B,CCC Preferred stock rated BB, B, and CCC is regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay
preferred stock obligations. BB indicates the lowest degree of
speculation and CCC the highest. While such issues will likely have
some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

CC The rating CC is reserved for a preferred stock issue that is in
arrears on dividends or sinking fund payments, but that is currently
paying.

C A preferred stock rated C is a nonpaying issue.

D A preferred stock rated D is a nonpaying issue with the issuer in
default on debt instruments.

A-5
<PAGE>

C. SHORT TERM RATINGS

1. MOODY'S INVESTORS SERVICE

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

PRIME-2 Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to
a lesser degree. Earnings trends and coverage ratios, while sound, may
be more subject to variation. Capitalization characteristics, while
still appropriate, may be more affected by external conditions. Ample
alternate liquidity is maintained.

NOT
PRIME Issuers rated Not Prime do not fall within any of the Prime rating
categories.

2. STANDARD AND POOR'S

A-1 A short-term obligation rated A-1 is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial
commitment on the obligation is strong. Within this category, certain
obligations are designated with a plus sign (+). This indicates that
the obligor's capacity to meet its financial commitment on these
obligations is extremely strong.

A-2 A short-term obligation rated A-2 is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions
than obligations in higher rating categories. However, the obligor's
capacity to meet its financial commitment on the obligation is
satisfactory.

A-6
<PAGE>

3. FITCH IBCA, INC.

F1 Obligations assigned this rating have the highest capacity for timely
repayment under Fitch IBCA's national rating scale for that country,
relative to other obligations in the same country. This rating is
automatically assigned to all obligations issued or guaranteed by the
sovereign state. Where issues possess a particularly strong credit
feature, a "+" is added to the assigned rating.

F2 Obligations supported by a strong capacity for timely repayment
relative to other obligors in the same country. However, the relative
degree of risk is slightly higher than for issues classified as `A1'
and capacity for timely repayment may be susceptible to adverse changes
in business, economic, or financial conditions.

F3 Obligations supported by an adequate capacity for timely repayment
relative to other obligors in the same country. Such capacity is more
susceptible to adverse changes in business, economic, or financial
conditions than for obligations in higher categories.

C Obligations for which there is a high risk of default to other obligors
in the same country or which are in default.

A-7
<PAGE>

APPENDIX B - MISCELLANEOUS TABLES

TABLE 1 - INVESTMENT ADVISORY FEES

Year Ended March 31, 1999 $207,130 $0 $207,130
Period Ended March 31, 1998 $59,250 $0 $59,250

TABLE 2 - SALES CHARGES

AGGREGATE SALES
FISCAL YEAR ENDED MARCH 31, CHARGE AMOUNT RETAINED AMOUNT REALLOWED

1999 $0 $0 $0
1998 $0 $0 $0

TABLE 3 - ADMINISTRATION FEES

The following table shows the dollar amount of fees payable to FAdS with respect
to the Fund, the amount of fee that was waived by FAdS, if any, and the actual
fee received by FAdS.

ADMINISTRATION FEE ADMINISTRATION FEE WAIVED ADMINISTRATION FEE
PAYABLE RETAINED

Year Ended March 31, 1999 $63,732 $63,732 $0
Period Ended March 31, 1998 $18,231 $18,231 $0

TABLE 4 - ACCOUNTING FEES

The following table shows the dollar amount of fees paid to FAcS.

ACCOUNTING FEE AMOUNT AMOUNT REALLOWED
RETAINED

Year Ended March 31, 1999 $37,000 $37,000 $0
Period Ended March 31, 1998 $10,935 $10,935 $0
</TABLE>

B-1
<PAGE>

TABLE 5 - TRANSFER AGENCY FEES

The following table shows the dollar amount of fees payable to FSS with respect
to each Fund, the amount of fee that was waived by FSS, if any, and the actual
fee received by FSS.
<TABLE>
<S> <C> <C> <C>
TRANSFER AGENCY FEE TRANSFER AGENCY FEE TRANSFER AGENCY FEE
PAYABLE WAIVED RETAINED

Year Ended March 31, 1999 $91,741 $44,032 $47,709
Period Ended March 31, 1998 $26,445 $22,744 $3,701
</TABLE>

TABLE 6 - COMMISSIONS

The following table shows the aggregate brokerage commissions with respect to
the Fund that incurred brokerage costs. The data are for the past three fiscal
years or shorter period if the Fund has been in operation for a shorter period.
Note that the Fund was only in operation for less than three months for the
period ended March 31, 1998.

AGGREGATE COMMISSION
INVESTORS GROWTH FUND PAID

Year Ended March 31, 1999 $37,518
Period Ended March 31, 1998 $9,612

TABLE 7 - SECURITIES OF REGULAR BROKERS OR DEALERS

REGULAR BROKER DEALER VALUE HELD

Merrill Lynch & Co., Inc. $884,375
BankAmerica Corp. $645,230
Wells Fargo & Co. $631,124
Dreyfus Cash Management $467,027

TABLE 8 - 5% SHAREHOLDERS

NAME AND ADDRESS % OF FUND

FirsTrust Co
National City Bank Trust Dept
227 Main Street
Evansville, Indiana 47708 13.89%

B-2
<PAGE>

APPENDIX C - PERFORMANCE DATA

TABLE 1 - TOTAL RETURNS (WITHOUT SALES CHARGE)

The average annual total return of the Fund for the period ended March 31, 1999,
was as follows.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CALENDAR SINCE
ONE MONTH THREE YEAR TO ONE YEAR THREE FIVE YEARS TEN YEARS INCEPTION
INVESTORS MONTHS DATE YEARS (ANNUALIZED)
GROWTH FUND
1.96% 1.25% 1.25% 6.25% N/A N/A N/A 15.51%

TABLE 2 - TOTAL RETURNS (WITH SALES CHARGE)

The average annual total return of the Fund for the period ended March 31, 1999,
was as follows.

CALENDAR SINCE
ONE MONTH THREE YEAR TO ONE YEAR THREE FIVE YEARS TEN YEARS INCEPTION
INVESTORS MONTHS DATE YEARS (ANNUALIZED)
GROWTH FUND
(2.12)% (2.80)% (2.80)% 2.00% N/A N/A N/A 11.94%
</TABLE>

C-1
<PAGE>

APPENDIX D - ADDITIONAL ADVERTISING MATERIALS

TEXT OF FORUM BROCHURE

"FORUM FINANCIAL GROUP OF COMPANIES

Forum Financial Group of Companies represents more than a decade of diversified
experience with every aspect of mutual funds. The Forum Family of Funds has
benefited from the informed, sharply focused perspective on mutual funds that
experience makes possible.

Forum Financial Group has developed its "brand name" family of mutual funds and
has made them available to the investment public and to institutions on both the
national and regional levels.

Today Forum Financial Group administers and provides services for over 181
mutual funds for 17 different fund managers, with approximately $70 billion in
client assets. Forum has its headquarters in Portland, Maine, and has offices in
Seattle, Bermuda, and Warsaw, Poland. In a joint venture with Bank Handlowy, the
largest and oldest commercial bank in Poland, Forum operates the only
independent transfer agent and mutual fund accounting business in Poland. Forum
directs an off-shore and hedge fund administration business through its Bermuda
office. It employs more than 390 professionals worldwide.

From the beginning, Forum developed a plan of action that was effective with
both start- up funds, and funds that needed restructuring and improved services
in order to live up to their potential. The success of its innovative approach
is evident in Forum's growth rate over the years, a growth rate that has
consistently outstripped that of the mutual fund industry as a whole, as well as
that of the fund service outsource industry.

Forum has introduced fund sponsors to its unique proprietary Core and Gateway(R)
partnership, helping them to takE advantage of this full-service master/feeder
structure.

D-1
<PAGE>

More than a decade of experience with mutual funds has given Forum practical
hands-on experience and knowledge of how mutual funds function "from the inside
out."

INVESTMENT ADVISERS

Serving as portfolio managers for the Forum Family of Funds are individuals with
decades of experience with some of the country's major financial institutions.

Forum Funds are also managed by the portfolio managers of H.M. Payson & Co,
founded in Portland, Maine in 1854 and one of the oldest investment firms in the
country. Payson has approximately $1.25 billion in assets under management, with
clients that include pension plans, endowment funds, and institutional and
individual accounts.

FORUM INVESTMENT ADVISORS, LLC

FORUM FAMILY OF FUNDS

D-2
<PAGE>

the investment against market volatility. These funds offer regular income,
ready access to your money, and flexibility to buy or sell at any time.

Growth funds in the Forum Family more aggressively pursue a high return at the
risk of market volatility. These funds include domestic and international stock
mutual funds."

D-3
<PAGE>

PEOPLES HERITAGE NEWS RELEASE

Peoples Heritage Financial Group, Inc. (NASDAQ:PHBK) announced today that it has
formed an alliance with a major mutual fund provider and an investment advisory
firm to expand its mutual fund offerings. The alliance with Forum Financial
Group and H.M. Payson & Company will result in fifteen funds, including the
unique Maine Municipal Bond Fund and New Hampshire Bond Fund, being offered
through the branches of Peoples' affiliate banks in Maine, New Hampshire and
northern Massachusetts and the Company's trust and investment subsidiaries

"There is no secret to where financial services are moving, under one roof,"
said William J. Ryan, Chairman, President and Chief Executive Officer of Peoples
Heritage. "One only has to watch the virtually daily announcements of
consolidations in the financial sector to understand that customers are
demanding and receiving 'one-stop' financial services.

"We think we are adding the additional competitive advantage of funds that are
managed and administered close to home."

Eighteen Forum funds will be offered including two Payson funds. The tax-free
Maine and New Hampshire State bond funds are the only two such funds available
and usually invest 80% of total assets in municipal securities. Other funds
being provided by the alliance include money market, fixed income and equity
funds.

Forum Financial, based in Portland, Maine since 1987, administers 124funds with
more than $29 billion in assets. Forum manages mutual funds for independent
investment advisors such as Payson and for banks. Forum Investment Advisors, LLC
an affiliate, is the largest Maine-based investment adviser with approximately
$1.95 billion in fund assets under management.

"I believe we have all the ingredients of a tremendous alliance," said John
Walker, Payson President and Managing Director. "We have the region's premier
community banking company, a community-based investment advisor, and a local
mutual fund company that operates nationally and specializes in working with
banks. We are poised to provide solid investment performance and service."

D-4
<PAGE>

FORUM FINANCIAL GROUP:

Headquarters: Two Portland Square, Portland, Maine 04101

President: John Y. Keffer

Offices: Portland, Seattle, Warsaw, Bermuda

*Established in 1986 to administer mutual funds for independent investment

advisors and banks *Among the nation's largest third-party fund administrators

*Uses proprietary in-house systems and custom programming capabilities

*Administration and Distribution Services: Regulatory, compliance,

expense accounting, budgeting for all funds

*Fund Accounting Services: Portfolio valuation, accounting, dividend

declaration, and tax advice

*Shareholder Services: Preparation of statements, distribution

support, inquiries and processing of trades

*Client Assets under Administration and Distribution: $70.4 billion

*Client Assets Processed by Fund Accounting: $53 billion

*Client Funds under Administration and Distribution: 181 mutual funds with 89

share classes

*International Ventures:

Joint venture with Bank Handlowy in Warsaw, Poland, using Forum's

proprietary transfer agency and distribution systems Off-shore

investment fund administration, using Bermuda as Forum's center of

operations

*Forum Employees: United States -215, Poland - 180, Bermuda - 4

FORUM CONTACTS:

Mark Kaplan, Managing Director and Portfolio Manager, Forum Investment Advisors,
LLC, (207) 879-1900 X 6123
Tony Santaniello, Director of Marketing, (207) 879-1900 X 6175

D-5
<PAGE>

H.M. PAYSON & CO.:

Headquarters: One Portland Square, Portland, Maine

President and Managing Director: John Walker

Quality investment services and conservative wealth management since 1854

*Assets under Management: $1.25 Billion

*Non-managed Custody Assets: $412 Million

*Client Base: 85% individuals; 15% institutional

*Owned by 11 shareholders; 10 managing directors

*Payson Balanced Fund and Payson Value Fund (administrative and shareholder

services provided by Forum Financial Group)

*Employees: 45

H.M. PAYSON & CO. CONTACT:

Joel Harris, Marketing Coordinator, (207) 772-3761

D-6
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

AUGUST 1, 1999

AS AMENDED MARCH 24, 2000

PAYSON VALUE FUND

PAYSON BALANCED FUND

INVESTMENT ADVISER:

H.M. Payson & Co.
P.O. Box 31
One Portland Square
Portland, Maine 04112

ACCOUNT INFORMATION AND SHAREHOLDER SERVICES:

Forum Shareholder Services, LLC
P.O. Box 446
Portland, Maine 04112
(207) 879-0001
(800) 805-8258

This Statement of Additional Information (the "SAI") supplements the Prospectus
dated August 1, 1999, as may be amended from time to time, offering shares of
Payson Value Fund and Payson Balanced Fund (the "Funds"), two separate series of
Forum Funds, a registered, open-end management investment company (the "Trust").
This SAI is not a prospectus and should only be read in conjunction with the
Prospectus. You may obtain the Prospectus without charge by contacting Forum
Shareholder Services at the address or telephone number listed above.

<PAGE>

TABLE OF CONTENTS

GLOSSARY......................................................................1

1. INVESTMENT POLICIES AND RISKS.............................................2

2. INVESTMENT LIMITATIONS...................................................13

3. PERFORMANCE DATA AND ADVERTISING.........................................16

4. MANAGEMENT...............................................................20

5. PORTFOLIO TRANSACTIONS...................................................25

6. PURCHASE AND REDEMPTION INFORMATION......................................28

7. TAXATION.................................................................31

8. OTHER MATTERS............................................................35

APPENDIX A - DESCRIPTION OF SECURITIES RATINGS..............................A-1

APPENDIX B - MISCELLANEOUS TABLES...........................................B-1

APPENDIX C - PERFORMANCE DATA...............................................C-1

APPENDIX D - ADDITIONAL ADVERTISING MATERIALS...............................D-1

<PAGE>

37
GLOSSARY

As used in this SAI, the following terms have the meanings listed.

"Adviser" means H.M. Payson & Co.

"Board" means the Board of Trustees of the Trust.

"Code" means the Internal Revenue Code of 1986, as amended.

"Custodian" means the custodian of each Fund's assets.

"FAcS" means Forum Accounting Services, LLC, the fund accountant of
each Fund.

"FAdS" means Forum Administrative Services, LLC, the administrator of
each Fund.

"Fitch" means Fitch IBCA, Inc.

"FFS" means Forum Fund Services, LLC, the distributor of each Fund's
shares.

"FFSI" means Forum Financial Services, LLC, the distributor of each
Fund's shares prior to August 1, 1999.

"FSS" means Forum Shareholder Services, LLC, the transfer agent of each
Fund.

"Fund" means each of Payson Value Fund or the Payson Balanced Fund.

"Moody's" means Moody's Investors Service.

"NRSRO" means a nationally recognized statistical rating organization.

"NAV" means net asset value per share.

"SEC" means the U.S. Securities and Exchange Commission.

"S&P" means Standard & Poor's, A Division of the McGraw Hill Companies.

"Trust" means Forum Funds.

"U.S. Government Securities" means obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities.

"1933 Act" means the Securities Act of 1933, as amended.

"1940 Act" means the Investment Company Act of 1940, as amended.

1
<PAGE>

1. INVESTMENT POLICIES AND RISKS

Each Fund is a diversified series of the Trust. This section discusses in
greater detail than the Funds' Prospectus certain investments that the Funds may
make. A Fund will make only those investments described below that are in
accordance with its investment objectives and policies.

A. SECURITY RATINGS INFORMATION

Payson Balanced Fund's investments in debt securities is subject to credit risk
relating to the financial condition of the issuers of the securities that the
Fund holds. To limit credit risk, the Fund may only invest in debt securities
that are considered to be investment grade. Investment grade means rated in the
top four long-term rating categories by an NRSRO, or unrated and determined by
the Adviser to be of comparable quality.

The lowest ratings that are investment grade for corporate bonds, including
convertible bonds, are "Baa" in the case of Moody's and "BBB" in the case of S&P
and Fitch; for preferred stock are "Baa" in the case of Moody's and "BBB" in the
case of S&P. Unrated securities may not be as actively traded as rated
securities. A Fund may retain securities whose rating has been lowered below the
lowest permissible rating category (or that are unrated and determined by the
Adviser to be of comparable quality to securities whose rating has been lowered
below the lowest permissible rating category) if the Adviser determines that
retaining such security is in the best interests of the Fund. Because a
downgrade often results in a reduction in the market price of the security, sale
of a downgraded security may result in a loss.

Moody's, S&P and other NRSROs are private services that provide ratings of the
credit quality of debt obligations, including convertible securities. A
description of the range of ratings assigned to various types of bonds and other
securities by several NRSROs is included in Appendix A to this SAI. The Funds
may use these ratings to determine whether to purchase, sell or hold a security.
Ratings are general and are not absolute standards of quality. Securities with
the same maturity, interest rate and rating may have different market prices. If
an issue of securities ceases to be rated or if its rating is reduced after it
is purchased by a Fund, the Adviser will determine whether the Fund should
continue to hold the obligation. To the extent that the ratings given by a NRSRO
may change as a result of changes in such organizations or their rating systems,
the Adviser will attempt to substitute comparable ratings. Credit ratings
attempt to evaluate the safety of principal and interest payments and do not
evaluate the risks of fluctuations in market value. Also, rating agencies may
fail to make timely changes in credit ratings. An issuer's current financial
condition may be better or worse than a rating indicates.

B. EQUITY SECURITIES

1. GENERAL

COMMON AND PREFERRED STOCK. Each Fund may invest in common and preferred stock.
Common stock represents an equity (ownership) interest in a company, and usually
possesses voting rights and earns dividends. Dividends on common stock are not
fixed but are declared at the discretion of the issuer. Common stock generally
represents the riskiest investment in a company. In addition, common stock
generally has the greatest appreciation and depreciation potential because
increases and decreases in earnings are usually reflected in a company's stock
price.

CONVERTIBLE SECURITIES. Each Fund may invest in convertible securities.
Convertible securities include debt securities, preferred stock or other
securities that may be converted into or exchanged for a given amount of common
stock of the same or a different issuer during a specified period and at a
specified price in the future. A convertible security entitles the holder to
receive interest on debt or the dividend on preferred stock until the
convertible security matures or is redeemed, converted or exchanged. Convertible
securities rank senior to common stock in a company's capital structure but are

2
<PAGE>

usually subordinated to comparable nonconvertible securities. Convertible
securities have unique investment characteristics in that they generally: (1)
have higher yields than common stocks, but lower yields than comparable
non-convertible securities; (2) are less subject to fluctuation in value than
the underlying stocks since they have fixed income characteristics; and (3)
provide the potential for capital appreciation if the market price of the
underlying common stock increases.

WARRANTS. Each Fund may invest in warrants. Warrants are securities, typically
issued with preferred stock or bonds that give the holder the right to purchase
a given number of shares of common stock at a specified price and time. The
price usually represents a premium over the applicable market value of the
common stock at the time of the warrant's issuance. Warrants have no voting
rights with respect to the common stock, receive no dividends and have no rights
with respect to the assets of the issuer.

DEPOSITARY RECEIPTS. Each Fund may invest in depository receipts. A depositary
receipt is a receipt for shares of a foreign-based company that entitles the
holder to distributions on the underlying security. Depositary receipts include
sponsored and unsponsored American Depositary Receipts ("ADRs"), European
Depositary Receipts ("EDRs") and other similar global instruments. ADRs
typically are issued by a U.S. bank or trust company, evidence ownership of
underlying securities issued by a foreign company, and are designed for use in
U.S. securities markets. EDRs (sometimes called Continental Depositary Receipts)
are receipts issued by a European financial institution evidencing an
arrangement similar to that of ADRs, and are designed for use in European
securities markets. The Fund invests in depositary receipts in order to obtain
exposure to foreign securities markets.

2. RISKS

COMMON AND PREFERRED STOCK. The fundamental risk of investing in common and
preferred stock is the risk that the value of the stock might decrease. Stock
values fluctuate in response to the activities of an individual company or in
response to general market and/or economic conditions. Historically, common
stocks have provided greater long-term returns and have entailed greater
short-term risks than preferred stocks, fixed-income and money market
investments. The market value of all securities, including common and preferred
stocks, is based upon the market's perception of value and not necessarily the
book value of an issuer or other objective measure of a company's worth. If you
invest in the Fund, you should be willing to accept the risks of the stock
market and should consider an investment in the Fund only as a part of your
overall investment portfolio.

CONVERTIBLE SECURITIES. Investment in convertible securities generally entails
less risk than an investment in the issuer's common stock. Convertible
securities are typically issued by smaller capitalized companies whose stock
price may be volatile. Therefore, the price of a convertible security may
reflect variations in the price of the underlying common stock in a way that
nonconvertible debt does not. The extent to which such risk is reduced, however,
depends in large measure upon the degree to which the convertible security sells
above its value as a fixed income security.

WARRANTS. Investments in warrants involve certain risks, including the possible
lack of a liquid market for the resale of the warrants, potential price
fluctuations due to adverse market conditions or other factors and failure of
the price of the common stock to rise. If the warrant is not exercised within
the specified time period, it becomes worthless.

DEPOSITARY RECEIPTS. The Funds may invest up to 20% of their assets in American
Depository Receipts ("ADRs"). Unsponsored depositary receipts may be created
without the participation of the foreign issuer. Holders of these receipts
generally bear all the costs of the depositary receipt facility, whereas foreign
issuers typically bear certain costs in a sponsored depositary receipt. The bank
or trust company depositary of an unsponsored depositary receipt may be under no
obligation to distribute shareholder communications received from the foreign
issuer or to pass through voting rights. Accordingly, available information

3
<PAGE>

concerning the issuer may not be current and the prices of unsponsored
depositary receipts may be more volatile than the prices of sponsored depositary
receipts.

C. DEBT SECURITIES

1. GENERAL

Payson Balanced Fund may invest in debt securities including corporate debt
obligations, U.S. Government Securities, mortgage-related securities and
variable and floating rate securities.

CORPORATE DEBT OBLIGATIONS. Corporate debt obligations include corporate bonds,
debentures, notes, commercial paper and other similar corporate debt
instruments. Companies use these instruments to borrow money from investors. The
issuer pays the investor a fixed or variable rate of interest and must repay the
amount borrowed at maturity. Commercial paper (short-term unsecured promissory
notes) is issued by companies to finance their current obligations and normally
has a maturity of less than 9 months. In addition, Payson Balanced Fund may
invest in corporate debt securities registered and sold in the United States by
foreign issuers (Yankee bonds) and those sold outside the United States by
foreign or U.S. issuers (Eurobonds). The Fund intends to restrict its purchases
of these securities to issues denominated and payable in United States dollars.
Payson Balanced Fund may only invest in commercial paper that is rated in one of
the two highest short-term rating categories by an NRSRO or, if unrated, are
judged by the adviser to be of comparable quality.

FINANCIAL INSTITUTION OBLIGATIONS. Obligations of financial institutions
include, among other things, negotiable certificates of deposit and bankers'
acceptances. The Fund may invest in negotiable certificates of deposit and
bankers' acceptances issued by commercial banks doing business in the United
States that have at the time of investment, total assets in excess of one
billion dollars and that are insured by the Federal Deposit Insurance
Corporation. Certificates of deposit represent an institution's obligation to
repay funds deposited with it that earn a specified interest rate over a given
period. Bankers' acceptances are negotiable obligations of a bank to pay a draft
which has been drawn by a customer and are usually backed by goods in
international trade. Certificates of deposit which are payable at the stated
maturity date and bear a fixed rate of interest, generally may be withdrawn on
demand by the Fund but may be subject to early withdrawal penalties which could
reduce the Fund's performance.

U.S. GOVERNMENT SECURITIES. U.S. Government Securities include securities issued
by the U.S. Treasury and by U.S. Government agencies and instrumentalities. U.S.
Government Securities may be supported by the full faith and credit of the
United States (such as mortgage-related securities and certificates of the
Government National Mortgage Association and securities of the Small Business
Administration); by the right of the issuer to borrow from the U.S. Treasury
(such as Federal Home Loan Bank securities); by the discretionary authority of
the U.S. Treasury to lend to the issuer (such as Fannie Mae (formerly the
Federal National Mortgage Association) securities); or solely by the
creditworthiness of the issuer (such as Federal Home Loan Mortgage Corporation
securities).

MORTGAGE-RELATED SECURITIES. Payson Balanced Fund may invest in mortgage-related
securities that are U.S. Government Securities of are rated in one of the two
highest rating categories by an NRSRO or, if unrated, are judged by the Adviser
to be of comparable quality. Mortgage related securities represent interests in
a pool of mortgage loans originated by lenders such as commercial banks, savings
associations and mortgage bankers and brokers. Mortgage-related securities may
be issued by governmental or government-related entities or by non-governmental
entities such as special purpose trusts created by commercial lenders.

4
<PAGE>

Pools of mortgages consist of whole mortgage loans or participations in mortgage
loans. The majority of these loans are made to purchasers of 1-4 family homes.
The terms and characteristics of the mortgage instruments are generally uniform
within a pool but may vary among pools. For example, in addition to fixed-rate,
fixed-term mortgages, the Funds may purchase pools of adjustable-rate mortgages,
growing equity mortgages, graduated payment mortgages and other types. Mortgage
poolers apply qualification standards to lending institutions which originate
mortgages for the pools as well as credit standards and underwriting criteria
for individual mortgages included in the pools. In addition, many mortgages
included in pools are insured through private mortgage insurance companies.

GOVERNMENT AND AGENCY MORTGAGE-RELATED SECURITIES. The principal issuers or
guarantors of mortgage-related securities are the Government National Mortgage
Association ("GNMA"), Fannie Mae ("FNMA") and the Federal Home Loan Mortgage
Corporation ("FHLMC"). GNMA, a wholly-owned U.S. Government corporation within
the Department of Housing and Urban Development ("HUD"), creates pass-through
securities from pools of government guaranteed (Federal Housing Authority or
Veterans Administration) mortgages. The full faith and credit of the U.S.
Government back the principal and interest on GNMA pass-through securities.

FNMA, which is a U.S. Government-sponsored corporation owned entirely by private
stockholders that is subject to regulation by the Secretary of HUD, and FHLMC, a
corporate instrumentality of the U.S. Government, issue pass-through securities
from pools of conventional and federally insured and/or guaranteed residential
mortgages. FNMA guarantees full and timely payment of all interest and
principal, and FHMLC guarantees timely payment of interest and ultimate
collection of principal of its pass-through securities. The full faith and
credit of the U.S. Government do not back mortgage-related securities from FNMA
and FHLMC.

PRIVATELY ISSUED MORTGAGE-RELATED SECURITIES. Mortgage-related securities
offered by private issuers include pass-through securities comprised of pools of
conventional residential mortgage loans; mortgage-backed bonds, which are
considered to be debt obligations of the institution issuing the bonds and are
collateralized by mortgage loans; and bonds and collateralized mortgage
obligations that are collateralized by mortgage-related securities issued by
GNMA, FNMA or FHLMC or by pools of conventional mortgages of multi-family or of
commercial mortgage loans.

STRIPPED MORTGAGE-RELATED SECURITIES. Stripped mortgage-related securities are
multi-class mortgage-related securities that are created by separating the
securities into their principal and interest components and selling each piece
separately. Stripped mortgage-related securities are usually structured with two
classes that receive different proportions of the interest and principal
distributions in a pool of mortgage assets.

5
<PAGE>

VARIABLE AND FLOATING RATE SECURITIES. Debt securities have variable or floating
rates of interest and, under certain limited circumstances, may have varying
principal amounts. These securities pay interest at rates that are adjusted
periodically according to a specified formula, usually with reference to one or
more interest rate indices or market interest rates (the "underlying index").
The interest paid on these securities is a function primarily of the underlying
index upon which the interest rate adjustments are based. These adjustments
minimize changes in the market value of the obligation. Similar to fixed rate
debt instruments, variable and floating rate instruments are subject to changes
in value based on changes in market interest rates or changes in the issuer's
creditworthiness. The rate of interest on securities may be tied to U.S.
Government Securities or indices on those securities as well as any other rate
of interest or index. Certain variable rate securities pay interest at a rate
that varies inversely to prevailing short-term interest rates (sometimes
referred to as "inverse floaters"). Certain inverse floaters may have an
interest rate reset mechanism that multiplies the effects of changes in the
underlying index. This mechanism may increase the volatility of the security's
market value while increasing the security's yield.

Certain securities may have an initial principal amount that varies over time
based on an interest rate index, and, accordingly, a Fund might be entitled to
less than the initial principal amount of the security upon the security's
maturity. The Funds intend to purchase these securities only when the Adviser
believes the interest income from the instrument justifies any principal risks
associated with the instrument. The Adviser may attempt to limit any potential
loss of principal by purchasing similar instruments that are intended to provide
an offsetting increase in principal. There can be no assurance that the Adviser

6
<PAGE>

will be able to limit the effects of principal fluctuations and, accordingly, a
Fund may incur losses on those securities even if held to maturity without
issuer default.

2. RISKS

GENERAL. The market value of the interest-bearing fixed income securities held
by the Funds will be affected by changes in interest rates. There is normally an
inverse relationship between the market value of securities sensitive to
prevailing interest rates and actual changes in interest rates. The longer the
remaining maturity (and duration) of a security, the more sensitive the security
is to changes in interest rates. All fixed income securities, including U.S.
Government Securities, can change in value when there is a change in interest
rates. Changes in the ability of an issuer to make payments of interest and
principal and in the markets' perception of an issuer's creditworthiness will
also affect the market value of that issuer's debt securities. As a result, an
investment in a Fund is subject to risk even if all fixed income securities in
the Fund's investment portfolio are paid in full at maturity. In addition,
certain fixed income securities may be subject to extension risk, which refers
to the change in total return on a security resulting from an extension or
abbreviation of the security's maturity.

Yields on fixed income securities, including municipal securities, are dependent
on a variety of factors, including the general conditions of the fixed income
securities markets, the size of a particular offering, the maturity of the
obligation and the rating of the issue. Fixed income securities with longer
maturities tend to produce higher yields and are generally subject to greater
price movements than obligations with shorter maturities. A portion of the
municipal securities held by the Funds may be supported by credit and liquidity
enhancements, such as letters of credit (which are not covered by federal
deposit insurance) or puts or demand features of third party financial
institutions, generally domestic and foreign banks.

The issuers of fixed income securities are subject to the provisions of
bankruptcy, insolvency and other laws affecting the rights and remedies of
creditors that may restrict the ability of the issuer to pay, when due, the
principal of and interest on its debt securities. The possibility exists
therefore, that, as a result of bankruptcy, litigation or other conditions, the
ability of an issuer to pay, when due, the principal of and interest on its debt
securities may become impaired.

CREDIT RISK. The Funds' investments in fixed income securities are subject to
credit risk relating to the financial condition of the issuers of the securities
that each Fund holds. To limit credit risk, each Fund will generally buy debt
securities that are rated in the top four long-term rating categories by an
NRSRO or in the top two short-term rating categories by an NRSRO. Moody's,
Standard & Poor's and other NRSROs are private services that provide ratings of
the credit quality of debt obligations, including convertible securities. A
description of the range of ratings assigned to various types of securities by
several NRSROs is included in Appendix A. The Adviser may use these ratings to
determine whether to purchase, sell or hold a security. Ratings are not,
however, absolute standards of quality. Credit ratings attempt to evaluate the
safety of principal and interest payments and do not evaluate the risks of
fluctuations in market value. Consequently, similar securities with the same
rating may have different market prices. In addition, rating agencies may fail
to make timely changes in credit ratings and the issuer's current financial
condition may be better or worse than a rating indicates.

7
<PAGE>

MORTGAGE-RELATED SECURITIES. The value of mortgage-related securities may be
significantly affected by changes in interest rates, the markets' perception of
issuers, the structure of the securities and the creditworthiness of the parties
involved. The ability of the Funds to successfully utilize mortgage-related
securities depends in part upon the ability of the Advisers to forecast interest
rates and other economic factors correctly. Some mortgage-related securities
have structures that make their reaction to interest rate changes and other
factors difficult to predict.

Prepayments of principal of mortgage-related securities by mortgagors or
mortgage foreclosures affect the average life of the mortgage-related
securities. The occurrence of mortgage prepayments is affected by various
factors, including the level of interest rates, general economic conditions, the
location and age of the mortgages and other social and demographic conditions.
In periods of rising interest rates, the prepayment rate tends to decrease,
lengthening the average life of a pool of mortgage-related securities. In
periods of falling interest rates, the prepayment rate tends to increase,
shortening the average life of a pool. The volume of prepayments of principal on
the mortgages underlying a particular mortgage-related security will influence
the yield of that security, affecting the Fund's yield. Because prepayments of
principal generally occur when interest rates are declining, it is likely that
the Funds, to the extent they retain the same percentage of debt securities, may
have to reinvest the proceeds of prepayments at lower interest rates then those
of their previous investments. If this occurs, a Fund's yield will
correspondingly decline. Thus, mortgage-related securities may have less
potential for capital appreciation in periods of falling interest rates (when
prepayment of principal is more likely) than other fixed income securities of
comparable duration, although they may have a comparable risk of decline in
market value in periods of rising interest rates. A decrease in the rate of
prepayments may extend the effective maturities of mortgage-related securities,
reducing their sensitivity to changes in market interest rates. To the extent
that the Funds purchase mortgage-related securities at a premium, unscheduled
prepayments, which are made at par, result in a loss equal to any unamortized
premium.

To lessen the effect of the failures by obligors on Mortgage Assets to make
payments, CMOs and other mortgage-related securities may contain elements of
credit enhancement, consisting of either: (1) liquidity protection; or (2)
protection against losses resulting after default by an obligor on the
underlying assets and allocation of all amounts recoverable directly from the
obligor and through liquidation of the collateral. This protection may be
provided through guarantees, insurance policies or letters of credit obtained by
the issuer or sponsor from third parties, through various means of structuring
the transaction or through a combination of these. The Funds will not pay any
additional fees for credit enhancements for mortgage-related securities,
although the credit enhancement may increase the costs of the mortgage-related
securities.

D. OPTIONS AND FUTURES

1. GENERAL

Each Fund may seek to hedge against a decline in the value of securities it owns
or an increase in the price of securities which it plans to purchase by
purchasing and writing (selling) covered options on securities in which it
invests and on any securities index based in whole or in part on securities in
which the Fund may invest. The Funds may also buy and sell stock and bond index
futures as well as futures contracts on Treasury bills, Treasury bonds and other
financial instruments and may write covered call options and purchase and sell
out and call options on those futures contracts. The Fund may only invest in
options traded on an exchange or in an over-the-counter market.

2. OPTIONS AND FUTURES STRATEGIES

8
<PAGE>

its purchaser, in return for a premium, the right to sell the underlying
security at a specified price during the term of the option. The writer of the
put, who receives the premium, has the obligation to buy, upon exercise of the
option, the underlying security (or a cash amount equal to the value of the
index) at the exercise price. The amount of a premium received or paid for an
option is based upon certain factors, including the market price of the
underlying security, the relationship of the exercise price to the market price,
the historical price volatility of the underlying security, the option period
and interest rates.

OPTIONS ON FUTURES. Options on futures contracts are similar to options on
securities except that an option on a futures contract gives the purchaser the
right, in return for the premium paid, to assume a position in a futures
contract rather than to purchase or sell a security, at a specified exercise
price at any time during the period of the option. Upon exercise of the option,
the delivery of the futures position to the holder of the option will be
accompanied by transfer to the holder of an accumulated balance representing the
amount by which the market price of the futures contract exceeds, in the case of
a call, or is less than, in the case of a put, the exercise price of the option
on the future.

FUTURES CONTRACTS AND INDEX FUTURES CONTRACTS. A futures contract is a bilateral
agreement where one party agrees to accept, and the other party agrees to make,
delivery of cash, an underlying debt security or a currency, as called for in
the contract, at a specified date and at an agreed upon price. An index futures
contract involves the delivery of an amount of cash equal to a specified dollar
amount times the difference between the index value at the close of trading of
the contract and the price at which the futures contract is originally struck.
No physical delivery of the securities comprising the index is made. Generally,
these futures contracts are closed out prior to the expiration date of the
contracts.

3. LIMITATIONS ON OPTIONS AND FUTURES TRANSACTIONS

A Fund will not hedge more than 30% of its total assets by selling futures
contracts, buying put options and writing call options. In addition, a Fund will
not buy futures contracts or write put options whose underlying value exceeds
10% of the Fund's total assets. A Fund will also not purchase call options if
the underlying value of all such options would exceed 5% of the Fund's total
assets. A Fund will not enter into futures contracts and options, if immediately
thereafter, more than 5% of the Fund's total assets would be invested in these
options or committed to margin on futures contracts.

Each Fund will only invest in futures and options contracts after providing
notice to its shareholders and filing a notice of eligibility (if required) and
otherwise complying with the requirements of the Commodity Futures Trading
Commission ("CFTC"). The CFTC's rules provide that the Funds are permitted to
purchase such futures or options contracts only: (1) for bona fide hedging
purposes within the meaning of the rules of the CFTC; provided, however, that in
the alternative with respect to each long position in a futures or options
contract entered into by a Fund, the underlying commodity value of such contract
at all times does not exceed the sum of cash, short-term United States debt
obligations or other United States dollar denominated short-term money market
instruments set aside for this purpose by the Fund, accrued profit on the
contract held with a futures commission merchant and cash proceeds from existing
Fund investments due in 30 days; and (2) subject to certain other limitations.

4. RISKS OF OPTIONS AND FUTURES TRANSACTIONS

9
<PAGE>

instruments are different from those needed to select the securities in which a
Fund invests; and (4) lack of assurance that a liquid secondary market will
exist for any particular instrument at any particular time, which, among other
things, may hinder a Fund's ability to limit exposures by closing its positions.

E. ILLIQUID AND RESTRICTED SECURITIES

1. GENERAL

A Fund may not acquire securities or invest in repurchase agreements if, as a
result, more than 15% of the Fund's net assets (taken at current value) would be
invested in illiquid securities.

The term "illiquid securities" means securities that cannot be disposed of
within seven days in the ordinary course of business at approximately the amount
at which the Fund has valued the securities. Illiquid securities include: (1)
repurchase agreements not entitling the holder to payment of principal within
seven days (2) purchased over-the-counter options; (3) securities which are not
readily marketable; and (4) except as otherwise determined by the Adviser,
securities subject to contractual or legal restrictions on resale because they
have not been registered under the 1933 Act ("restricted securities").

2. RISKS

Limitations on resale may have an adverse effect on the marketability of a
security and the Fund might also have to register a restricted security in order
to dispose of it, resulting in expense and delay. A Fund might not be able to
dispose of restricted or illiquid securities promptly or at reasonable prices
and might thereby experience difficulty satisfying redemptions. There can be no
assurance that a liquid market will exist for any security at any particular
time. Any security, including securities determined by the Adviser to be liquid,
can become illiquid.

3. DETERMINATION OF LIQUIDITY

10
<PAGE>

F. LEVERAGE TRANSACTIONS

1. GENERAL

Each Fund may use leverage to increase potential returns. Leverage involves
special risks and may involve speculative investment techniques. Leverage exists
when cash made available to a Fund through an investment technique is used to
make additional Fund investments. Lending portfolio securities and purchasing
securities on a when-issued, delayed delivery or forward commitment basis. The
Funds use these investment techniques only when the Adviser believes that the
leveraging and the returns available to the Funds from investing the cash will
provide investors a potentially higher return.

SECURITIES LENDING. As a fundamental policy, each Fund may lend portfolio
securities or participate in repurchase agreements in an amount up to 10% of its
total assets to brokers, dealers and other financial institutions. Repurchase
agreements are transactions in which a Fund purchases a security and
simultaneously agrees to resell that security to the seller at an agreed upon
price on an agreed upon future date, normally, one to seven days later. If a
Fund enters into a repurchase agreement, it will retain possession of the
purchased securities and any underlying collateral. Securities loans and
repurchase agreements must be continuously collateralized and the collateral
must have market value at least equal to the value of the Fund's loaned
securities, plus accrued interest or, in the case of repurchase agreements,
equal to the repurchase price of the securities, plus accrued interest. In a
portfolio securities lending transaction, a Fund receives from the borrower an
amount equal to the interest paid or the dividends declared on the loaned
securities during the term of the loan as well as the interest on the collateral
securities, less any fees (such as finders or administrative fees) the Fund pays
in arranging the loan. The Fund may share the interest it receives on the
collateral securities with the borrower. The terms of a Fund's loans permit the
Fund to reacquire loaned securities on five business days' notice or in time to
vote on any important matter. Loans are subject to termination at the option of
a Fund or the borrower at any time, and the borrowed securities must be returned
when the loan is terminated.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS. The Funds may purchase
securities offered on a "when-issued" basis and may purchase or sell securities
on a "forward commitment" basis. When these transactions are negotiated, the
price, which is generally expressed in yield terms, is fixed at the time the
commitment is made, but delivery and payment for the securities take place at a
later date. Normally, the settlement date occurs within two months after the
transaction, but delayed settlements beyond two months may be negotiated. During
the period between a commitment and settlement, no payment is made for the
securities purchased by the purchaser and, thus, no interest accrues to the
purchaser from the transaction. At the time a Fund makes the commitment to
purchase securities on a when-issued or delayed delivery basis, the Fund will
record the transaction as a purchase and thereafter reflect the value each day
of such securities in determining its net asset value. A purchase of securities
on a "when-issued" or "forward commitment basis" will not be made if, as a
result, more than 15% of a Fund's total assets would be committed to such
transactions.

2. RISKS

11
<PAGE>

approaches the net return on a Fund's investment portfolio, the benefit of
leveraging will be reduced, and, if the interest expense on borrowings were to
exceed the net return to investors, the Fund's use of leverage would result in a
lower rate of return than if the Fund were not leveraged. In an extreme case, if
a Fund's current investment income were not sufficient to meet the interest
expense of leveraging, it could be necessary for the Fund to liquidate certain
of its investments at an inappropriate time.

G. FOREIGN SECURITIES

Each Fund may invest up to 20% of their total assets in foreign securities.
Investments in the securities of foreign issuers may involve risks in addition
to those normally associated with investments in the securities of U.S. issuers.
All foreign investments are subject to risks of: (1) foreign political and
economic instability; (2) adverse movements in foreign exchange rates; (3) the
imposition or tightening of exchange controls or other limitations on
repatriation of foreign capital; and (4) changes in foreign governmental
attitudes towards private investment, including potential nationalization,
increased taxation or confiscation of your assets.

Dividends payable on foreign securities may be subject to foreign withholding
taxes, thereby reducing the income available for distribution to you. Commission
rates payable on foreign transactions are generally higher than in the United
States. Foreign accounting, auditing and financial reporting standards differ
from those in the United States, and therefore, less information may be
available about foreign companies than is available about issuers of comparable
U.S. companies. Foreign securities also may trade less frequently and with lower
volume and may exhibit greater price volatility than United States securities.

Income from foreign securities will be received and realized in foreign
currencies, and a Fund is required to compute and distribute income in U.S.
dollars. Accordingly, a decline in the value of a particular foreign currency
against the U.S. dollar after a Fund's income has been earned and computed in
U.S. dollars may require the Fund to liquidate portfolio securities to acquire
sufficient U.S. dollars to make a distribution. Similarly, if the exchange rate
declines between the time a Fund incurs expenses in U.S. dollars and the time
such expenses are paid, the Fund may be required to liquidate additional foreign
securities to purchase the U.S. dollars required to meet such expenses.

H. CORE AND GATEWAY(R)

I. TEMPORARY DEFENSIVE POSITION

The Fund may assume a temporary defensive position and may invest without limit
in money market instruments that are of prime quality. Prime quality money
market instruments are those instruments that are rated in one of the two
short-term highest rating categories by an NRSRO or, if not rated, determined by
the Adviser to be of comparable quality.

12
<PAGE>

Money market instruments usually have maturities of one year or less and fixed
rates of return. The money market instruments in which the Fund may invest
include short-term U.S. Government Securities, commercial paper, time deposits,
bankers' acceptances and certificates of deposit issued by domestic banks,
corporate notes and short-term bonds and money market mutual funds. The Fund may
only invest in money market mutual funds to the extent permitted by the 1940
Act.

The money market instruments in which the Fund may invest may have variable or
floating rates of interest. These obligations include master demand notes that
permit investment of fluctuating amounts at varying rates of interest pursuant
to direct arrangement with the issuer of the instrument. The issuer of these
obligations often has the right, after a given period, to prepay the outstanding
principal amount of the obligations upon a specified number of days' notice.
These obligations generally are not traded, nor generally is there an
established secondary market for these obligations. To the extent a demand note
does not have a 7-day or shorter demand feature and there is no readily
available market for the obligation, it is treated as an illiquid security.

Under normal circumstances, Payson Balanced Fund may also invest in money market
instruments that are rated in one of the two highest rating categories by an
NRSRO or, if unrated, are judged by the adviser to be of comparable quality.

J. YEAR 2000

2. INVESTMENT LIMITATIONS

For purposes of all investment policies of the Funds: (1) the term 1940 Act
includes the rules thereunder, SEC interpretations and any exemptive order upon
which the Fund may rely; and (2) the term Code includes the rules thereunder,
IRS interpretations and any private letter ruling or similar authority upon
which the Fund may rely.

Except as required by the 1940 Act or the Code, if any percentage restriction on
investment or utilization of assets is adhered to at the time an investment is
made, a later change in percentage resulting from a change in the market values
of a Fund's assets or purchases and redemptions of shares will not be considered
a violation of the limitation.

A fundamental policy of a Fund and the Fund's investment objective, cannot be
changed without the affirmative vote of the lesser of: (1) 50% of the
outstanding shares of the Fund; or (2) 67% of the shares of the Fund present or
represented at a shareholders meeting at which the holders of more than 50% of
the outstanding shares of the Fund are present or represented. A nonfundamental
policy of a Fund may be changed by the Board without shareholder approval.

A. FUNDAMENTAL LIMITATIONS

Each Fund has adopted the following investment limitations, which are
fundamental policies of the Fund. Neither Fund may:

13
<PAGE>

1. BORROWING

2. CONCENTRATION

3. DIVERSIFICATION

4. UNDERWRITING ACTIVITIES

5. MAKING LOANS

6. PURCHASES AND SALES OF REAL ESTATE

7. PURCHASES AND SALES OF COMMODITIES

Purchase or sell physical commodities or contracts relating to physical
commodities, provided that currencies and currency-related contracts
will not be deemed to be physical commodities.

8. ISSUANCE OF SENIOR SECURITIES

Issue senior securities except pursuant to Section 18 of the Investment
Company Act of 1940 ("1940 Act") and except that the Fund may borrow
money subject to investment limitations specified in the Fund's
Prospectus.

9. OIL, GAS & MINERAL EXPLORATION

Invest in interests in oil or gas or interests in other mineral
exploration or development programs.

14
<PAGE>

B. NONFUNDAMENTAL LIMITATIONS

Each Fund has adopted the following nonfundamental investment limitations that
may be changed by the Board without shareholder approval. Neither Fund may:

1. PLEDGING

Pledge, mortgage or hypothecate its assets, except to secure permitted
indebtedness. The deposit in escrow of securities in connection with
the writing of put and call options, collateralized loans of securities
and collateral arrangements with respect to margin for futures
contracts are not deemed to be pledges or hypothecations for this
purpose.

2. INVESTMENT IN OTHER INVESTMENT COMPANIES

Invest in securities of another registered investment company, except
in connection with a merger, consolidation, acquisition or
reorganization; and except that the Fund may invest up to 10% of its
total assets in money market funds and privately-issued mortgage
related securities to the extent permitted by the 1940 Act.

3. MARGIN AND SHORT SALES

Purchase securities on margin, or make short sales of securities,
except for the use of short-term credit necessary for the clearance of
purchases and sales of portfolio securities, but the Fund may make
margin deposits in connection with permitted transactions in options,
futures contracts and options on futures contracts.

4. BORROWING

5. ILLIQUID SECURITIES

6. REAL PROPERTY

Purchase or sell real property (including limited partnership interests
but excluding readily marketable interests in real estate investment
trusts or readily marketable securities of companies which invest in
real estate.)

7. WARRANTS

Invest in warrants if (i) more than 5% of the value of the Fund's net
assets will be invested in warrants (valued at the lower of cost or
market) or (ii) more than 2% of the value of the Fund's net assets
would be invested in warrants which are not listed on the New York
Stock Exchange or the American Stock Exchange. For purpose of this
limitation, warrants acquired by the Fund in units or attached to
securities are deemed to have no value.

15
<PAGE>

3. PERFORMANCE DATA AND ADVERTISING

A. PERFORMANCE DATA

A Fund may compare any of its performance information with:

o The performance of other mutual funds.

o The performance of recognized stock, bond and other indices, including
but not limited to the Standard & Poor's 500(R) Index, the Russell
2000(R) Index, the Russell MidcapTM Index, the Russell 1000(R) Value
Index, the Russell 2500(R) Index, the Morgan Stanley - Europe,
Australia and Far East Index, the Dow Jones Industrial Average, the
Salomon Brothers Bond Index, the Shearson Lehman Bond Index, U.S.
Treasury bonds, bills or notes and changes in the Consumer Price Index
as published by the U.S. Department of Commerce.

Performance information may be presented numerically or in a table, graph, or
similar illustration.

A Fund's performance will fluctuate in response to market conditions and other
factors.

B. PERFORMANCE CALCULATIONS

A Fund's performance may be quoted in terms of yield or total return. Table 1 in
Appendix C includes performance information for the Funds.

1. SEC YIELD

Capital gains and losses generally are excluded from these calculations.

16
<PAGE>

2. TOTAL RETURN CALCULATIONS

A Fund's total return shows its overall change in value, including changes in
share price and assuming all of the Fund's distributions are reinvested.

17
<PAGE>

Average annual total return is calculated according to the following formula:

P(1+T)n = ERV

Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value: ERV is the value,
at the end of the applicable
period, of a hypothetical $1,000 payment
made at the beginning of the applicable
period

Because average annual returns tend to smooth out variations in the Fund's
returns, shareholders should recognize that they are not the same as actual
year-by-year results.

OTHER MEASURES OF TOTAL RETURN. Standardized total return quotes may be
accompanied by non-standardized total return figures calculated by alternative
methods.

A Fund may quote unaveraged or cumulative total returns that reflect a
Fund's performance over a stated period of time.

Total returns may be stated in their components of income and capital
(including capital gains and changes in share price) in order to
illustrate the relationship of these factors and their contributions to
total return.

Any total return may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments and/or a series of
redemptions over any time period. Total returns may be quoted with or without
taking into consideration a Fund's front-end sales charge or contingent deferred
sales charge (if applicable).

Period total return is calculated according to the following formula:

PT = (ERV/P-1)

Where:
PT = period total return
The other definitions are the same as in average annual total
return above

C. OTHER MATTERS

A Fund may also include various information in its advertising, sales
literature, shareholder reports or other materials including, but not limited
to: (1) portfolio holdings and portfolio allocation as of certain dates, such as
portfolio diversification by instrument type, by instrument, by location of
issuer or by maturity; (2) statements or illustrations relating to the
appropriateness of types of securities and/or mutual funds that may be employed
by an investor to meet specific financial goals, such as funding retirement,
paying for children's education and financially supporting aging parents; (3)
information (including charts and illustrations) showing the effects of
compounding interest (compounding is the process of earning interest on
principal plus interest that was earned earlier; interest can be compounded at
different intervals, such as annually, quarterly or daily); (4) information
relating to inflation and its effects on the dollar; (for example, after ten
years the purchasing power of $25,000 would shrink to $16,621, $14,968, $13,465
and $12,100, respectively, if the annual rates of inflation were 4%, 5%, 6% and
7%, respectively); (5) information regarding the effects of automatic investment
and systematic withdrawal plans, including the principal of dollar-cost
averaging; (6) biographical descriptions of the Fund's portfolio managers and
the portfolio management staff of the Fund's investment adviser, summaries of
the views of the portfolio managers with respect to the financial markets, or
descriptions of the nature of the Adviser's and its staff's management
techniques; (7) the results of a hypothetical investment in the Fund over a
given number of years, including the amount that the investment would be at the
end of the period; (8) the effects of investing in a tax-deferred account, such
as an individual retirement account or Section 401(k) pension plan; (9) the net
asset value, net assets or number of shareholders of the Fund as of one or more

18
<PAGE>

dates; and (10) a comparison of the Fund's operations to the operations of other
funds or similar investment products, such as a comparison of the nature and
scope of regulation of the products and the products' weighted average maturity,
liquidity, investment policies, and the manner of calculating and reporting
performance.

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<PAGE>

4. MANAGEMENT

A. TRUSTEES AND OFFICERS
The names of the Trustees and officers of the Trust, their positions with the
Trust, address, date of birth and principal occupations during the past five
years are set forth below. Each Trustee who is an "interested person" (as
defined by the 1940 Act) of the Trust is indicated by an asterisk (*).
<TABLE>
<S> <C>
- -------------------------------------------- -----------------------------------------------------------------------

NAME, POSITION WITH THE TRUST, PRINCIPAL OCCUPATION(S) DURING
DATE OF BIRTH AND ADDRESS PAST 5 YEARS

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

Costas Azariadas, Trustee Professor of Economics, University of California-Los Angeles
Born: February 15, 1943 Visiting Professor of Economics, Athens University of Economics and
Department of Economics Business 1998 - 1999
University of California Trustee of one other investment company for which Forum Financial
Los Angeles, CA 90024 Group, LLC provides services

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

Ronald H. Hirsch, Treasurer Managing Director, Operations/Finance and Operations/Sales, Forum
Born: October 14, 1943 Financial Group, LLC since 1999
Two Portland Square Member of the Board - Citibank Germany 1991 - 1998
Portland, ME 04101 Officer of six other investment companies for which Forum Financial
Group, LLC provides services

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

- -------------------------------------------- -----------------------------------------------------------------------
</TABLE>

20
<PAGE>

B. COMPENSATION OF TRUSTEES AND OFFICERS

<TABLE>
<S> <C> <C> <C> <C>
COMPENSATION TOTAL COMPENSATION FROM TRUST
TRUSTEE FROM TRUST BENEFITS RETIREMENT AND FUND COMPLEX
- ------------------------- ------------------ -------------- ---------------- ----------------------------------
John Y. Keffer $0 $0 $0 $0
- ------------------------- ------------------ -------------- ---------------- ----------------------------------

Costas Azariadis $11,200 $0 $0 $18,500

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

James C. Cheng $12,700 $0 $0 $20,000

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

J. Michael Parish $12,700 $0 $0 $20,000

- ------------------------- ------------------ -------------- ---------------- ----------------------------------
</TABLE>

C. INVESTMENT ADVISER

1. SERVICES OF ADVISER

2. OWNERSHIP OF ADVISER

The Adviser is a privately-owned company incorporated under the laws of the
State of Maine in 1987.

3. FEES

The Adviser's fee is calculated as a percentage of the applicable Fund's average
net assets. The fee is accrued daily by the Funds and is paid monthly based on
average net assets for the previous month.

4. OTHER PROVISIONS OF ADVISER'S AGREEMENT

21
<PAGE>

The Agreement is terminable without penalty by the Trust regarding a Fund on 60
days' written notice when authorized either by vote of the Fund's shareholders
or by a majority vote of the Board, or by the Adviser on not more than 60 days'
(but not less than 30 days') written notice to the Trust. The Agreement
terminates immediately upon assignment.

Under the Agreement, the Adviser is not liable for any mistake of judgment, or
in any event whatsoever, except for willful misfeasance, bad faith, gross
negligence or reckless disregard in the performance of its duties or by reason
of reckless disregard of its obligations and duties under the agreement.

D. DISTRIBUTOR

1. DISTRIBUTOR; SERVICES AND COMPENSATION OF DISTRIBUTOR

FFS, FAdS, FAcS and FSS are each controlled indirectly by Forum Financial Group,
LLC. John Y. Keffer controls Forum Financial Group, LLC.

Under a distribution agreement with the Trust (the "Distribution Agreement"),
FFS acts as the agent of the Trust in connection with the offering of shares of
the Funds. FFS continually distributes shares of the Funds on a best efforts
basis. FFS has no obligation to sell any specific quantity of Fund shares.

FFS may enter into agreements with selected broker-dealers, banks or other
financial institutions for distribution of shares of the Funds. These financial
institutions may charge a fee for their services and may receive shareholders
service fees even though shares of the Funds are sold with a sales charge. These
financial institutions may otherwise act as processing agents, and will be
responsible for promptly transmitting purchase, redemption and other requests to
the Funds.

Investors who purchase shares in this manner will be subject to the procedures
of the institution through which they purchase shares, which may include
charges, investment minimums, cutoff times and other restrictions in addition
to, or different from, those listed herein. Information concerning any charges
or services will be provided to customers by the financial institution.
Investors purchasing shares of a Fund in this manner should acquaint themselves
with their institution's procedures and should read the Prospectus in
conjunction with any materials and information provided by their institution.
The financial institution and not its customers will be the shareholder of
record, although customers may have the right to vote shares depending upon
their arrangement with the institution.

Pursuant to the Distribution Agreement, FFS receives, and may reallow to certain
financial institutions, the sales charge paid by the purchasers of each Fund's
shares. The aggregate sales charges payable to FFS with respect to each Fund are
outlined in table 2 in Appendix B.

Table 5 in Appendix B shows the aggregate sales charges paid to FFSI, the amount
of sales charge reallowed by FFSI, and the amount of sales charge retained by
FFSI. The data are for the past three years (or shorter depending on a Fund's
commencement of operations).

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<PAGE>

2. OTHER PROVISIONS OF DISTRIBUTOR'S AGREEMENT

E. OTHER FUND SERVICE PROVIDERS

1. ADMINISTRATOR

As administrator, pursuant to an administration agreement with the Trust (the
"Admin Agreement"), FAdS is responsible for the supervision of the overall
management of the Trust, providing the Trust with general office facilities and
providing persons satisfactory to the Board to serve as officers of the Trust.

For its services, FAdS receives a fee from a Fund at an annual rate of 0.20% of
the average daily net assets of each Fund. The fee is accrued daily by the Funds
and is paid monthly based on average net assets for the previous month.

The Admin Agreement must be approved at least annually by the Board or by
majority vote of the shareholders, and in either case by a majority of the
Trustees who are not parties to the agreement or interested persons of any such
party. FAdS's agreement is terminable without penalty by the Trust or by FAdS
with respect to a Fund on 60 days' written notice.

Under the Admin Agreement, FAdS is not liable to the Trust or the Trust's
shareholders for any act or omission, except for willful misfeasance, bad faith
or gross negligence in the performance of its duties or by reason of reckless
disregard of its obligations and duties under the agreement. Under the Admin
Agreement, FAdS and certain related parties (such as FAdS's officers and persons
who control FAdS) are indemnified by the Trust against any and all claims and
expenses related to FAdS's actions or omissions that are consistent with FAdS's
contractual standard of care.

Table 3 in Appendix B shows the dollar amount of the fees payable by the Funds
to FAdS, the amount of the fee waived by FAdS, and the actual fees received by
FAdS. The data are for the past three fiscal years.

2. FUND ACCOUNTANT

23
<PAGE>

For its services, FAcS receives a fee from each Fund at an annual rate of
$36,000 and certain surcharges based upon the number and type of a Fund's
portfolio transactions and positions. The fee is accrued daily by the Funds and
is paid monthly based on the transactions and positions for the previous month.

Under the Accounting Agreement, FAcS is not liable for any action or omission in
the performance of its duties to a Fund, except for willful misfeasance, bad
faith, gross negligence or by reason of reckless disregard of its obligations
and duties under the agreement. Under the Accounting Agreement, FAcS and certain
related parties (such as FAcS's officers and persons who control FAcS) are
indemnified by the Trust against any and all claims and expenses related to
FAcS's actions or omissions that are consistent with FAcS's contractual standard
of care.

Under the Accounting Agreement, in calculating a Fund's NAV per share, FAcS is
deemed not to have committed an error if the NAV per share it calculates is
within 1/10 of 1% of the actual NAV per share (after recalculation). The
agreement also provides that FAcS will not be liable to a shareholder for any
loss incurred due to an NAV difference if such difference is less than or equal
1/2 of 1% or less than or equal to $10.00. In addition, FAcS is not liable for
the errors of others, including the companies that supply securities prices to
FAcS and the Funds.

Table 4 in Appendix B shows the dollar amount of the fees payable by the Funds
to FAcS, the amount of the fee waived by FAcS, and the actual fees received by
FAcS. The data are for the past three fiscal years.

3. TRANSFER AGENT

For its services, FSS receives with respect to each Fund 0.25% of the average
daily net assets of the Fund, an annual fee of $12,000 plus $18 per shareholder
account.

Under the Transfer Agent Agreement, FSS is not liable for any act in the
performance of its duties to a Fund, except for willful misfeasance, bad faith
or gross negligence in the performance of its duties under the agreement. Under
the Transfer Agent Agreement, FSS and certain related parties (such as FSS's
officers and persons who control FSS) are indemnified by the Trust against any
and all claims and expenses related to FAdS's actions or omissions that are
consistent with FAdS's contractual standard of care.

Table 5 in Appendix B shows the dollar amount of the fees payable by the Funds
to FSS, the amount of the fee waived by FSS, and the actual fees received by
FSS. The data are for the past three fiscal years.

24
<PAGE>

4. CUSTODIAN

As custodian, pursuant to an agreement with the Trust, Forum Trust, LLC
safeguards and controls the Funds' cash and securities, determines income and
collects interest on Fund investments. The Custodian may employ subcustodians to
provide custody of a Fund's domestic and foreign assets. The Custodian is
located at Two Portland Square, Portland, Maine 04101.

For its services, the Custodian receives an annualized percentage of the average
daily net assets of a Fund. Each Fund also pays an annual domestic custody fee
as well as certain other transaction fees. These fees are accrued daily by the
Funds and are paid monthly based on average net assets and transactions for the
previous month.

5. LEGAL COUNSEL

Seward & Kissel LLP, 1200 G Street, N.W., Washington, D.C. 20005 passes upon
legal matters in connection with the issuance of shares of the Trust.

6. INDEPENDENT AUDITORS

Deloitte & Touche LLP, 200 Berkeley Street, 14th Floor, Boston, Massachusetts,
02116-5022, independent auditors, have been selected as auditors for each Fund.
The auditors audit the annual financial statements of the Funds and provide the
Funds with an audit opinion. The auditors also review certain regulatory filings
of the Funds and the Funds' tax returns.

5. PORTFOLIO TRANSACTIONS

A. HOW SECURITIES ARE PURCHASED AND SOLD

In the case of fixed income and equity securities traded in the over-the-counter
markets, there is generally no stated commission, but the price usually includes
an undisclosed commission or markup.

B. COMMISSIONS PAID

Table 6 in Appendix B shows the aggregate brokerage commissions with respect to
each Fund. The data presented are for the past three fiscal years. For the
fiscal years ended March 31, 1997, $600 in commissions was paid to H.M. Payson &
Co. as broker for the Funds. For the fiscal year ended March 31, 1998, no
commissions were paid by the Funds to an affiliate of the Funds or to its

25
<PAGE>

adviser as broker for the Funds. For the Fiscal year ended March 31, 1999,
Payson Balanced Fund paid H.M Payson & Co., as broker for the Fund, $719.

C. ADVISER RESPONSIBILITY FOR PURCHASES AND SALES

1. CHOOSING BROKER-DEALERS

The Funds may not always pay the lowest commission or spread available. Rather,
in determining the amount of commissions (including certain dealer spreads) paid
in connection with securities transactions, the Adviser takes into account
factors such as size of the order, difficulty of execution, efficiency of the
executing broker's facilities (including the research services described below)
and any risk assumed by the executing broker.

Consistent with applicable rules and the Adviser's duties, the Adviser may: (1)
consider sales of shares of the Funds as a factor in the selection of
broker-dealers to execute portfolio transactions for a Fund; and (2) take into
account payments made by brokers effecting transactions for a Fund (these
payments may be made to the Fund or to other persons on behalf of the Fund for
services provided to the Fund for which those other persons would be obligated
to pay.)

2. OBTAINING RESEARCH FROM BROKERS

The Adviser may give consideration to research services furnished by brokers to
the Adviser for its use and may cause a Fund to pay these brokers a higher
amount of commission than may be charged by other brokers. This research is
designed to augment the Adviser's own internal research and investment strategy
capabilities. This research may be used by the Adviser in connection with
services to clients other than the Funds, and not all research services may be
used by the Adviser in connection with the Funds. The Adviser's fees are not
reduced by reason of the Adviser's receipt of research services.

Occasionally, the Adviser may utilize a broker and pay a slightly higher
commission than another broker might charge. The higher commission is paid
because of the Adviser's need for specific research, for specific expertise a
firm may have in a particular type of transaction (due to factors such as size
or difficulty), or for speed/efficiency in execution. Since most of the
Adviser's brokerage commissions for research are for economic research on
specific companies or industries, and since the Adviser is involved with a
limited number of securities, most of the commission dollars spent for industry
and stock research directly benefit the clients.

26
<PAGE>

3. COUNTERPARTY RISK

4. TRANSACTIONS THROUGH AFFILIATES

The Adviser may effect brokerage transactions through affiliates of the Adviser
(or affiliates of those persons) pursuant to procedures adopted by the Trust.

5. OTHER ACCOUNTS OF THE ADVISER

Investment decisions for the Funds are made independently from those for any
other account or investment company that is or may in the future become managed
by the Adviser or its affiliates. Investment decisions are the product of many
factors, including basic suitability for the particular client involved. Thus, a
particular security may be bought or sold for certain clients even though it
could have been bought or sold for other clients at the same time. Likewise, a
particular security may be bought for one or more clients when one or more
clients are selling the security. In some instances, one client may sell a
particular security to another client. In addition, two or more clients may
simultaneously purchase or sell the same security, in which event each day's
transactions in such security are, insofar as is possible, averaged as to price
and allocated between such clients in a manner which, in the Adviser's opinion,
is equitable to each and in accordance with the amount being purchased or sold
by each. There may be circumstances when purchases or sales of a portfolio
security for one client could have an adverse effect on another client that has
a position in that security. In addition, when purchases or sales of the same
security for a Fund and other client accounts managed by the Adviser occurs
contemporaneously, the purchase or sale orders may be aggregated in order to
obtain any price advantages available to large denomination purchases or sales.

6. PORTFOLIO TURNOVER

D. SECURITIES OF REGULAR BROKER-DEALERS

From time to time a Fund may acquire and hold securities issued by its "regular
brokers and dealers" or the parents of those brokers and dealers. For this
purpose, regular brokers and dealers are the 10 brokers or dealers that: (1)
received the greatest amount of brokerage commissions during the Fund's last
fiscal year; (2) engaged in the largest amount of principal transactions for
portfolio transactions of the Fund during the Fund's last fiscal year; or (3)
sold the largest amount of the Fund's shares during the Fund's last fiscal year.
Table 7 in Appendix B lists the regular brokers and dealers of each fund whose
securities (or the securities of the parent company) were acquired during the
past fiscal year and the aggregate value of the Funds' holdings of those
securities as of the Funds' most recent fiscal year.

27
<PAGE>

6. PURCHASE AND REDEMPTION INFORMATION

A. GENERAL INFORMATION

You may effect purchases or redemptions or request any shareholder privilege in
person at FSS's offices located at Two Portland Square, Portland, Maine 04101.

The Funds accept orders for the purchase or redemption of shares on any weekday
except days when the New York Stock Exchange is closed.

Not all classes or funds of the Trust may be available for sale in the sate in
which you reside. Please check with your investment professional to determine a
class or fund's availability.

B. ADDITIONAL PURCHASE INFORMATION

Shares of each Fund are sold on a continuous basis by the distributor at net
asset value per share plus any applicable sales charge.

Set forth below is an example of the method of computing the offering price of a
Fund's shares. The example assumes a purchase of shares of beneficial interest
aggregating less than $100,000 subject to the schedule of sales charges set
forth in the Prospectus at a price based on the net asset value per share of the
Fund on March 31, 1999.
<TABLE>
<S> <C> <C>
PAYSON VALUE FUND PAYSON BALANCED FUND
- --------------------------------------------------------------- ------------------------ ---------------------------

Net Asset Value Per Share $19.30 $12.48

- --------------------------------------------------------------- ------------------------ ---------------------------
Shares Charge, 4.00% of offering price
(4.17% of net asset value per share) $0.80 $0.52

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

Offering to Public $20.10 $13.00

- --------------------------------------------------------------- ------------------------ ---------------------------
</TABLE>

The Funds reserve the right to refuse any purchase request.

1. IRAS

All contributions into an IRA through the automatic investing service are
treated as IRA contributions made during the year the investment is received.

2. UGMAS/UTMAS

If the trustee's name is not in the account registration of a gift or transfer
to minor ("UGMA/UTMA") account, the investor must provide a copy of the trust
document.

28
<PAGE>

3. PURCHASES THROUGH FINANCIAL INSTITUTIONS

You may not be eligible for certain shareholder services when you purchase
shares through a financial institution. Contact your institution for further
information. If you hold shares through a financial institution, the Funds may
confirm purchases and redemptions to the financial institution, which will
provide you with confirmations and periodic statements. The Funds are not
responsible for the failure of any financial institution to carry out its
obligations.

C. ADDITIONAL REDEMPTION INFORMATION

1. SUSPENSION OF RIGHT OF REDEMPTION

2. REDEMPTION-IN-KIND

D. NAV DETERMINATION

29
<PAGE>

E. DISTRIBUTIONS

F. SALES CHARGES

1. REDUCED SALES CHARGES

You may qualify for a reduced sales charge on Fund purchases under rights of
accumulation or a letter of intent. If you qualify for RIGHTS OF ACCUMULATION
("ROA"), the sales charge you pay is based on the total of your current purchase
and the net asset value (at the end of the previous fund business day) of shares
that you already hold. To qualify for ROA on a purchase, you must inform FSS and
supply sufficient information to verify that each purchase qualifies for the
privilege or discount. You may also enter into a written Letter of Intent
("LOI"), which expresses your intent to invest $100,000 or more in a Fund within
a period of 13 months. Each purchase under a LOI will be made at the public
offering price applicable at the time of the purchase to a single transaction of
the dollar amount indicated in the LOI. If you do not purchase the minimum
investment referenced in the LOI, you must pay the Fund an amount equal to the
difference between the dollar value of the sales charges paid under the LOI and
the dollar value of the sales charges due on the aggregrate purchases of the
Fund as if such purchases were executed in a single transaction.

2. ELIMINATION OF SALES CHARGES

No sales charge is assessed on the reinvestment of Fund distributions. No sales
charge is assessed on purchases made for investment purposes or on redemptions
by:

The Fund requires appropriate documentation of an investor's eligibility to
purchase or redeem Fund shares without a sales charge. Any shares so purchased
may not be resold except to the Fund.

30
<PAGE>

7. TAXATION

The tax information set forth in the Prospectus and the information in this
section relates solely to U.S. federal income tax law and assumes that each Fund
qualifies as a regulated investment company (as discussed below). Such
information is only a summary of certain key federal income tax considerations
affecting each Fund and its shareholders that are not described in the
prospectus. No attempt has been made to present a complete explanation of the
federal tax treatment of the Funds or the implications to shareholders. The
discussions here and in the prospectus are not intended as substitutes for
careful tax planning.

This "Taxation" section is based on the Code and applicable regulations in
effect on the date hereof. Future legislative or administrative changes or court
decisions may significantly change the tax rules applicable to the Funds and
their shareholders. Any of these changes or court decisions may have a
retroactive effect.

ALL INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISOR AS TO THE FEDERAL, STATE,
LOCAL AND FOREIGN TAX PROVISIONS APPLICABLE TO THEM.

A. QUALIFICATION AS A REGULATED INVESTMENT COMPANY

The tax year end of each Fund is March 31 (the same as the Fund's fiscal year
end).

1. MEANING OF QUALIFICATION

As a regulated investment company, a Fund will not be subject to federal income
tax on the portion of its net investment income (that is, taxable interest,
dividends and other taxable ordinary income, net of expenses) and capital gain
net income (that is, the excess of long-term capital gains over long-term
capital losses) that it distributes to shareholders. In order to qualify as a
regulated investment company a Fund must satisfy the following requirements:

o The Fund must distribute at least 90% of its investment company
taxable income (that is, net investment income and capital gain net
income) for the tax year. (Certain distributions made by a Fund after
the close of its tax year are considered distributions attributable to
the previous tax year for purposes of satisfying this requirement.)

o The Fund must derive at least 90% of its gross income from certain
types of income derived with respect to its business of investing.

o The Fund must satisfy the following asset diversification test at the
close of each quarter of the Fund's tax year: (1) at least 50% of the
value of the Fund's assets must consist of cash and cash items, U.S.
government securities, securities of other regulated investment
companies, and securities of other issuers (as to which the Fund has
not invested more than 5% of the value of the Fund's total assets in
securities of the issuer and as to which the Fund does not hold more
than 10% of the outstanding voting securities of the issuer); and (2)
no more than 25% of the value of the Fund's total assets may be
invested in the securities of any one issuer (other than U.S.
Government securities and securities of other regulated investment
companies), or in two or more issuers which the Fund controls and
which are engaged in the same or similar trades or businesses.

31
<PAGE>

2. FAILURE TO QUALIFY

If for any tax year a Fund does not qualify as a regulated investment company,
all of its taxable income (including its net capital gain) will be subject to
tax at regular corporate rates without any deduction for dividends to
shareholders, and the dividends will be taxable to the shareholders as ordinary
income to the extent of a Fund's current and accumulated earnings and profits. A
portion of these distributions generally may be eligible for the
dividends-received deduction in the case of corporate shareholders.

B. FUND DISTRIBUTIONS

Each Fund anticipates distributing substantially all of its net investment
income for each tax year. These distributions are taxable to you as ordinary
income. These distributions may qualify for the 70% dividends-received deduction
for corporate shareholders.

Each Fund anticipates distributing substantially all of its net capital gain for
each tax year. These distributions generally are made only once a year, usually
in November or December, but the Funds may make additional distributions of net
capital gain at any time during the year. These distributions are taxable to you
as long-term capital gain, regardless of how long you have held shares.

Each Fund may have capital loss carryovers (unutilized capital losses from prior
years). These capital loss carryovers (which can be used for up to eight years)
may be used to offset any current capital gain (whether short- or long-term).
All capital loss carryovers are listed in the Funds' financial statements. Any
such losses may not be carried back.

All distributions by a Fund will be treated in the manner described above
regardless of whether the distribution is paid in cash or reinvested in
additional shares of the Fund (or of another Fund). If you receive a
distribution in the form of additional shares, it will be treated as receiving a
distribution in an amount equal to the fair market value of the shares received,
determined as of the reinvestment date.

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<PAGE>

You will be advised annually as to the U.S. federal income tax consequences of
distributions made (or deemed made) to them during the year.

C. CERTAIN TAX RULES APPLICABLE TO THE FUNDS' TRANSACTIONS

For federal income tax purposes, when put and call options purchased by a Fund
expire unexercised, the premiums paid by a Fund give rise to short- or long-term
capital losses at the time of expiration (depending on the length of the
respective exercise periods for the options). When put and call options written
by a Fund expire unexercised, the premiums received by the Fund give rise to
short-term capital gains at the time of expiration. When a Fund exercises a
call, the purchase price of the underlying security is increased by the amount
of the premium paid by a Fund. When a Fund exercises a put, the proceeds from
the sale of the underlying security are decreased by the premium paid. When a
put or call written by a Fund is exercised, the purchase price (selling price in
the case of a call) of the underlying security is decreased (increased in the
case of a call) for tax purposes by the premium received.

Certain listed options, regulated futures contracts and forward currency
contracts are considered "Section 1256 contracts" for federal income tax
purposes. Section 1256 contracts held by a Fund at the end of each tax year are
"marked to market" and treated for federal income tax purposes as though sold
for fair market value on the last business day of the tax year. Gains or losses
realized by a Fund on Section 1256 contracts generally are considered 60%
long-term and 40% short-term capital gains or losses. Each Fund can elect to
exempt its Section 1256 contracts that are part of a "mixed straddle" (as
described below) from the application of Section 1256.

Any option, futures contract, or other position entered into or held by a Fund
in conjunction with any other position held by the Fund may constitute a
"straddle" for federal income tax purposes. A straddle of which at least one,
but not all, the positions are Section 1256 contracts, may constitute a "mixed
straddle". In general, straddles are subject to certain rules that may affect
the character and timing of a Fund's gains and losses with respect to straddle
positions by requiring, among other things, that: (1) the loss realized on
disposition of one position of a straddle may not be recognized to the extent
that the Fund has unrealized gains with respect to the other position in such
straddle; (2) the Fund's holding period in straddle positions be suspended while
the straddle exists (possibly resulting in gain being treated as short-term
capital gain rather than long-term capital gain); (3) the losses recognized with
respect to certain straddle positions which are part of a mixed straddle and
which are non-Section 1256 positions be treated as 60% long-term and 40%
short-term capital loss; (4) losses recognized with respect to certain straddle
positions which would otherwise constitute short-term capital losses be treated
as long-term capital losses; and (5) the deduction of interest and carrying
charges attributable to certain straddle positions may be deferred. Various
elections are available to a Fund, which may mitigate the effects of the
straddle rules, particularly with respect to mixed straddles. In general, the
straddle rules described above do not apply to any straddles held by a Fund, all
of which consist of the offsetting positions of Section 1256 contracts.

D. FEDERAL EXCISE TAX

A 4% non-deductible excise tax is imposed on a regulated investment company that
fails to distribute in each calendar year an amount equal to: (1) 98% of
ordinary its taxable income for the calendar year; and (2) 98% of its capital
gain net income for the one-year period ended on October 31 of the calendar
year. If the Fund changes its tax year end to November 30 or December 31, it may
elect to use that date instead of the October 31 date in making this
calculation. The balance of the Fund's income must be distributed during the
next calendar year. A Fund will be treated as having distributed any amount on
which it is subject to income tax for any tax year ending in a calendar year.

33
<PAGE>

For purposes of calculating the excise tax, each Fund: (1) reduces its capital
gain net income (but not below its net capital gain) by the amount of any net
ordinary loss for the calendar year and (2) excludes foreign currency gains and
losses incurred after October 31 of any year (or November 30 or December 31 if
it has made the election described above) in determining the amount of ordinary
taxable income for the current calendar year. The Fund will include foreign
currency gains and losses incurred after October 31 in determining ordinary
taxable income for the succeeding calendar year.

E. SALE OR REDEMPTION OF SHARES

In general, a shareholder will recognize gain or loss on the sale or redemption
of shares of a Fund in an amount equal to the difference between the proceeds of
the sale or redemption and the shareholder's adjusted tax basis in the shares.
All or a portion of any loss so recognized may be disallowed if the shareholder
purchases other shares of the Fund within 30 days before or after the sale or
redemption (a so called "wash sale"). In general, any gain or loss arising from
the sale or redemption of shares of a Fund will be considered capital gain or
loss and will be long-term capital gain or loss if the shares were held for
longer than one year. Any capital loss arising from the sale or redemption of
shares held for six months or less, however, is treated as a long-term capital
loss to the extent of the amount of capital gain distributions received on such
shares. For this purpose, the special holding period rules of Code Section
246(c) (3) and (4) generally will apply in determining the holding period of
shares. Capital losses in any year are deductible only to the extent of capital
gains plus, in the case of a noncorporate taxpayer, $3,000 of ordinary income.

F. WITHHOLDING TAX

A Fund will be required in certain cases to withhold and remit to the U.S.
Treasury 31% of distributions, and the proceeds of redemptions of shares, paid
to any shareholder: (1) who has failed to provide correct tax payer
identification number; (2) who is subject to backup withholding by the IRS for
failure to report the receipt of interest or dividend income properly; or (3)
who has failed to certify to a Fund that it is not subject to backup withholding
or that it is a corporation or other "exempt recipient."

G. FOREIGN SHAREHOLDERS

If the income from a Fund is not effectively connected with a U.S. trade or
business carried on by a foreign shareholder, ordinary income distributions paid
to a foreign shareholder will be subject to U.S. withholding tax at the rate of
30% (or lower applicable treaty rate) upon the gross amount of the distribution.
The foreign shareholder generally would be exempt from U.S. federal income tax
on gain realized on the sale of shares of a Fund, capital gain distributions
from a Fund and amounts retained by a Fund that are designated as undistributed
capital gain.

The tax consequences to a foreign shareholder entitled to claim the benefits of
an applicable tax treaty might be different from those described herein.

The tax rules of other countries with respect to distributions from a Fund can
differ from the rules for U.S. federal income taxation described above. These
foreign rules are not discussed herein. Foreign shareholders are urged to

34
<PAGE>

consult their own tax advisers as to the consequences of foreign tax rules with
respect to an investment in a Fund, distributions from a Fund and the
applicability of foreign taxes and related matters.

H. STATE AND LOCAL TAXES

The tax rules of the various states of the U.S. and their local jurisdictions
with respect to distributions from a Fund can differ from the rules for U.S.
federal income taxation described above. These state and local rules are not
discussed herein. Shareholders are urged to consult their tax advisers as to the
consequences of state and local tax rules with respect to an investment in a
Fund, distributions from a Fund and the applicability of state and local taxes
and related matters.

8. OTHER MATTERS

A. THE TRUST AND ITS SHAREHOLDERS

1. GENERAL INFORMATION

Forum Funds was organized as a business trust under the laws of the State of
Delaware on August 29, 1995. On January 5, 1996 the Trust succeeded to the
assets and liabilities of Forum Funds, Inc.

Investors Bond Fund Payson Balanced Fund
TaxSaver Bond Fund Payson Value Fund
Investors High Grade Bond Fund Austin Global Equity Fund
Maine Municipal Bond Fund Polaris Global Value Fund
New Hampshire Bond Fund Investors Equity Fund
Daily Assets Government Fund(1) Equity Index Fund
Daily Assets Treasury Obligations Fund(1) Investors Growth Fund
Daily Assets Cash Fund(1) BIA Small-Cap Growth Fund
Daily Assets Government Obligations Fund(1) BIA Growth Equity Fund
Daily Assets Municipal Fund(1)

(1) The Trust offers shares of beneficial interest in an institutional,
institutional service, and investor share class of these series.

The Trust, Funds' investment adviser and the principal underwriter have adopted
codes of ethics under Rule 17j-1, as amended, of the 1940 Act. These codes
permit personnel subject to the codes to invest in securities, including
securities that may be be purchased or held by the Fund. The Board will consider
approving amendments to the code of ethics for the Trust, the Funds' investment
adviser and the principal underwriter at its next regularly scheduled meeting.

The Trust and each Fund will continue indefinitely until terminated.

2. SERIES AND CLASSES OF THE TRUST

3. SHAREHOLDER VOTING AND OTHER RIGHTS

35
<PAGE>

solely by those shares. Each class votes separately with respect to the
provisions of any Rule 12b-1 plan which pertains to the class and other matters
for which separate class voting is appropriate under applicable law. Generally,
shares will be voted separately by individual series except if (1) the 1940 Act
requires shares to be voted in the aggregate and not by individual series and
(2) when the Trustees determine that the matter affects more than one series and
all affected series must vote. The Trustees may also determine that a matter
only affects certain classes of the Trust and thus only those classes are
entitled to vote on the matter. Delaware law does not require the Trust to hold
annual meetings of shareholders, and it is anticipated that shareholder meetings
will be held only when specifically required by federal or state law. There are
no conversion or preemptive rights in connection with shares of the Trust.

All shares, when issued in accordance with the terms of the offering, will be
fully paid and nonassessable.

4. CERTAIN REORGANIZATION TRANSACTIONS

The Trust or any series may be terminated upon the sale of its assets to, or
merger with, another open-end, management investment company or series thereof,
or upon liquidation and distribution of its assets. Generally such terminations
must be approved by the vote of the holders of a majority of the outstanding
shares of the Trust or a Fund. The Trustees may, without prior shareholder
approval, change the form of organization of the Trust by merger, consolidation
or incorporation. Under the Trust Instrument, the Trustees may, without
shareholder vote, cause the Trust to merge or consolidate into one or more
trusts, partnerships or corporations or cause the Trust to be incorporated under
Delaware law, so long as the surviving entity is an open-end, management
investment company that will succeed to or assume the Trust's registration
statement.

B. FUND OWNERSHIP

PERCENTAGE OF SHARES
FUND (OR TRUST) OWNED
The Trust N/A
Payson Value Fund N/A
Payson Balanced Fund N/A

36
<PAGE>

C. LIMITATIONS ON SHAREHOLDERS' AND TRUSTEES' LIABILITY

Delaware law provides that Fund shareholders are entitled to the same
limitations of personal liability extended to stockholders of private
corporations for profit. In the past, the Trust believes that the securities
regulators of some states, however, have indicated that they and the courts in
their state may decline to apply Delaware law on this point. The Forum Funds'
Trust Instrument (the document that governs the operation of the Trust) contains
an express disclaimer of shareholder liability for the debts, liabilities,
obligations and expenses of the Trust. The Trust Instrument provides for
indemnification out of each series' property of any shareholder or former
shareholder held personally liable for the obligations of the series. The Trust
Instrument also provides that each series shall, upon request, assume the
defense of any claim made against any shareholder for any act or obligation of
the series and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which Delaware law does not apply, no contractual limitation of
liability was in effect, and the portfolio is unable to meet its obligations.
FAdS believes that, in view of the above, there is no risk of personal liability
to shareholders.

The Trust Instrument provides that the Trustees shall not be liable to any
person other than the Trust and its shareholders. In addition, the Trust
Instrument provides that the Trustees shall not be liable for any conduct
whatsoever, provided that a Trustee is not protected against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office.

D. REGISTRATION STATEMENT

FINANCIAL STATEMENTS

The financial statements of Payson Value Fund and of Payson Balanced Fund for
the year ended March 31, 1999, which are included in the Annual Report to
Shareholders of each Fund, are incorporated herein by reference. These financial
statements only include the schedules of investments, statements of assets and
liabilities, statements of operations, statements of changes in net assets,
financial highlights, notes and independent auditors' reports.

37
<PAGE>

APPENDIX A - DESCRIPTION OF SECURITIES RATINGS

A. CORPORATE BONDS (INCLUDING CONVERTIBLE BONDS)

1. MOODY'S INVESTORS SERVICE

C Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

NOTE
Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates
a ranking in the lower end of that generic rating category.

A-1
<PAGE>

2. STANDARD AND POOR'S CORPORATION

AAA An obligation rated AAA has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

AA An obligation rated AA differs from the highest-rated obligations only
in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.

A An obligation rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor's capacity
to meet its financial commitment on the obligation is still strong.

CC An obligation rated CC is currently highly vulnerable to nonpayment.

C The C rating may be used to cover a situation where a bankruptcy
petition has been filed or similar action has been taken, but payments
on this obligation are being continued.

NOTE Plus (+) or minus (-). The ratings from AA to CCC may be modified by
the addition of a plus or minus sign to show relative standing within
the major rating categories.

A-2
<PAGE>

3. DUFF & PHELPS CREDIT RATING CO.

AAA Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA+
AA High credit quality. Protection factors are strong. Risk is modest but
may vary slightly from time to time because of economic conditions.

A+
A, A- Protection factors are average but adequate. However, risk factors
are more variable in periods of greater economic stress.

BBB+
BBB
BBB- Below-average protection factors but still considered sufficient for
prudent investment. Considerable variability in risk during economic
cycles.

B+
B,B- Below investment grade and possessing risk that obligations will not
be met when due. Financial protection factors will fluctuate widely
according to economic cycles, industry conditions and/or company
fortunes. Potential exists for frequent changes in the rating within
this category or into a higher or lower rating grade.

DD Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or interest payments.

DP Preferred stock with dividend arrearages.

4. FITCH IBCA, INC.

INVESTMENT GRADE

A-3
<PAGE>

SPECULATIVE GRADE

CCC
CC,C High default risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon sustained,
favorable business or economic developments. A `CC' rating indicates
that default of some kind appears probable. `C' ratings signal imminent
default.

DDD
DD,D Default. Securities are not meeting current obligations and are
extremely speculative. `DDD' designates the highest potential for
recovery of amounts outstanding on any securities involved. For U.S.
corporates, for example, `DD' indicates expected recovery of 50% - 90%
of such outstandings, and `D' the lowest recovery potential, i.e.
below 50%.

B. PREFERRED STOCK

1. MOODY'S INVESTORS SERVICE

AA An issue which is rated "aa" is considered a high- grade preferred
stock. This rating indicates that there is a reasonable assurance the
earnings and asset protection will remain relatively well maintained in
the foreseeable future.

A-4
<PAGE>

periods. Uncertainty of position characterizes preferred stocks in this
class.

CAA An issue which is rated "caa" is likely to be in arrears on dividend
payments. This rating designation does not purport to indicate the
future status of payments.

CA An issue which is rated "ca" is speculative in a high degree and is
likely to be in arrears on dividends with little likelihood of eventual
payments.

C This is the lowest rated class of preferred or preference stock. Issues
so rated can thus be regarded as having extremely poor prospects of
ever attaining any real investment standing.

2. STANDARD & POOR'S

AAA This is the highest rating that may be assigned by Standard & Poor's to
a preferred stock issue and indicates an extremely strong capacity to
pay the preferred stock obligations.

BB
B,CCC Preferred stock rated BB, B, and CCC is regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay
preferred stock obligations. BB indicates the lowest degree of
speculation and CCC the highest. While such issues will likely have
some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

CC The rating CC is reserved for a preferred stock issue that is in
arrears on dividends or sinking fund payments, but that is currently
paying.

C A preferred stock rated C is a nonpaying issue.

D A preferred stock rated D is a nonpaying issue with the issuer in
default on debt instruments.

A-5
<PAGE>

C. SHORT TERM RATINGS

1. MOODY'S INVESTORS SERVICE

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

PRIME-2 Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to
a lesser degree. Earnings trends and coverage ratios, while sound, may
be more subject to variation. Capitalization characteristics, while
still appropriate, may be more affected by external conditions. Ample
alternate liquidity is maintained.

NOT
PRIME Issuers rated Not Prime do not fall within any of the Prime rating
categories.

2. STANDARD AND POOR'S

A-1 A short-term obligation rated A-1 is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial
commitment on the obligation is strong. Within this category, certain
obligations are designated with a plus sign (+). This indicates that
the obligor's capacity to meet its financial commitment on these
obligations is extremely strong.

A-2 A short-term obligation rated A-2 is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions
than obligations in higher rating categories. However, the obligor's
capacity to meet its financial commitment on the obligation is
satisfactory.

A-6
<PAGE>

3. FITCH IBCA, INC.

F1 Obligations assigned this rating have the highest capacity for timely
repayment under Fitch IBCA's national rating scale for that country,
relative to other obligations in the same country. This rating is
automatically assigned to all obligations issued or guaranteed by the
sovereign state. Where issues possess a particularly strong credit
feature, a "+" is added to the assigned rating.

F2 Obligations supported by a strong capacity for timely repayment
relative to other obligors in the same country. However, the relative
degree of risk is slightly higher than for issues classified as `A1'
and capacity for timely repayment may be susceptible to adverse changes
in business, economic, or financial conditions.

F3 Obligations supported by an adequate capacity for timely repayment
relative to other obligors in the same country. Such capacity is more
susceptible to adverse changes in business, economic, or financial
conditions than for obligations in higher categories.

C Obligations for which there is a high risk of default to other obligors
in the same country or which are in default.

A-7
<PAGE>

APPENDIX B - MISCELLANEOUS TABLES

TABLE 1 - INVESTMENT ADVISORY FEES

The following table shows the dollar amount of fees payable to the Adviser with
respect to each Fund, the amount of fee that was waived by the Adviser, if any,
and the actual fee received by the Adviser.
<TABLE>
<S> <C> <C> <C>
ADVISORY FEE PAYABLE ADVISORY FEE WAIVED ADVISORY FEE RETAINED
PAYSON VALUE FUND
Year Ended March 31, 1999 $148,850 $46,719 $102,131
Year Ended March 31, 1998 $131,769 $0 $131,769
Year Ended March 31, 1997 $92,360 $0 $92,360

ADVISORY FEE PAYABLE ADVISORY FEE WAIVED ADVISORY FEE RETAINED
PAYSON BALANCED FUND
Year Ended March 31, 1999 $140,477 $50,090 $90,387
Year Ended March 31, 1998 $131,512 $0 $131.512
Year Ended March 31, 1997 $107,243 $0 $107,243

TABLE 2 - SALES CHARGES

PAYSON VALUE FUND

FISCAL YEAR ENDED MARCH 31 AGGREGATE SALES CHARGE AMOUNT RETAINED AMOUNT REALLOWED
1999 $394 $394 $0
1998 $3,715 $462 $3,253

PAYSON BALANCED FUND

FISCAL YEAR ENDED MARCH 31
AGGREGATE SALES CHARGE
AMOUNT RETAINED AMOUNT REALLOWED
1999 $0 $0 $0
1998 $186 $186 $0

B-1
<PAGE>

TABLE 3 - ADMINISTRATION FEES

The following table shows the dollar amount of fees payable to FAdS with respect
to each Fund, the amount of fee that was waived by FAdS, if any, and the actual
fee received by FAdS.

ADMINISTRATION FEE ADMINISTRATION FEE WAIVED ADMINISTRATION FEE
PAYSON VALUE FUND PAYABLE RETAINED

Year Ended March 31, 1999 $37,213 $9,758 $27,455
Year Ended March 31, 1998 $32,942 $28,750 $4,192
Year Ended March 31, 1997 $23,090 $23,090 $0

ADMINISTRATION FEE ADMINISTRATION FEE ADMINISTRATION FEE
PAYSON BALANCED FUND PAYABLE WAIVED RETAINED

Year Ended March 31, 1999 $46,826 $29,359 $17,467
Year Ended March 31, 1998 $43,837 $38,278 $5,559
Year Ended March 31, 1997 $35,748 $35,748 $0

TABLE 4 - ACCOUNTING FEES

The following table shows the dollar amount of fees payable to FAcS with respect
to each Fund, the amount of fee that was waived by FAcS, if any, and the actual
fee received by FAcS.

ACCOUNTING FEE PAYABLE ACCOUNTING FEE WAIVED ACCOUNTING FEE
PAYSON VALUE FUND RETAINED

Year Ended March 31, 1999 $36,000 $0 $36,000
Year Ended March 31, 1998 $36,000 $0 $36,000
Year Ended March 31, 1997 $36,000 $0 $36,000

ACCOUNTING FEE PAYABLE ACCOUNTING FEE WAIVED ACCOUNTING FEE
PAYSON BALANCED FUND RETAINED

Year Ended March 31, 1999 $38,000 $0 $38,000
Year Ended March 31, 1998 $37,000 $0 $37,000
Year Ended March 31, 1997 $37,000 $0 $37,000

B-2
<PAGE>

TABLE 5 - TRANSFER AGENCY FEES

The following table shows the dollar amount of shareholder service fees payable
to FSS with respect to shares of each Fund.

TRANSFER AGENCY FEE TRANSFER AGENCY FEE TRANSFER AGENCY FEE
PAYSON VALUE FUND PAYABLE WAIVED RETAINED

Year Ended March 31, 1999 $65,203 $0 $65,203
Year Ended March 31, 1998 $58,869 $39,896 $18,973
Year Ended March 31, 1997 $45,916 $27,131 $18,785

TRANSFER AGENCY FEE TRANSFER AGENCY FEE TRANSFER AGENCY FEE
PAYSON BALANCED FUND PAYABLE WAIVED RETAINED

Year Ended March 31, 1999 $77,383 $0 $77,383
Year Ended March 31, 1998 $73,628 $53,159 $20,469
Year Ended March 31, 1997 $63,723 $42,011 $21,712
</TABLE>

TABLE 6 - COMMISSIONS

YEAR ENDED PAYSON VALUE PAYSON BALANCED
MARCH 31, FUND FUND
1999 $34,078 $60,534
1998 $29,682 $41,370
1997 $17,303 $37,474

B-3
<PAGE>

TABLE 7 - SECURITIES OF REGULAR BROKERS OR DEALERS

The following table lists the regular brokers and dealers of each fund whose
securities (or the securities of the parent company) were acquired during the
past fiscal year and the aggregate value of the Funds' holdings of those
securities as of the Funds' most recent fiscal year.
<TABLE>
<S> <C> <C>
VALUE HELD BY PAYSON VALUE VALUE HELD BY PAYSON
REGULAR BROKER OR DEALER FUND BALANCED FUND
Wells Fargo & Co. $467,000 $0
Dreyfus Cash Management $447,000 $1,182,000
BankBoston Corp. $433,000 $0
Merrill Lynch & Co., Inc. $531,000 $570,000
AG Edwards & Sons, Inc. $294,000 $0
Chase Manhattan Corp. $0 $524,000
Chase Manhattan Corp. $0 $198,000
Bear Stearns Cos., Inc. $0 $152,000
Morgan Stanley Group, Inc. $0 $200,000
</TABLE>

TABLE 8 - 5% SHAREHOLDERS

The following table lists the persons who owned of record 5% or more of the
outstanding shares of a Fund as of July 1, 1999.
<TABLE>
<S> <C> <C> <C>
FUND/CLASS OF SHARES NAME AND ADDRESS SHARES % OF FUND

PAYSON VALUE FUND Payse & Co.
C/O H M Payson & Co.
PO Box 31
Portland, ME 04112 201,136.399 21.08

Ala & Co.
C/O H M Payson & Co.
PO Box 31
Portland, ME 04112 166,024.279 17.40

PAYSON BALANCED FUND Payse & Co.
C/O H M Payson & Co.
PO Box 31
Portland, ME 04112 241,777.096 13.36

Ala & Co.
C/O H M Payson & Co.
PO Box 31
Portland, ME 04112 223,633.692 12.35

Allagash & Co.
C/O Bank of New Hampshire
PO Box 477
Concord, NH 03302 180,754.137 9.99
</TABLE>

B-4
<PAGE>

APPENDIX C - PERFORMANCE DATA

TABLE 1 - TOTAL RETURNS (WITHOUT SALES CHARGES)

The average annual total return of each Fund for the period ended March 31,
1999, was as follows.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CALENDAR SINCE INCEPTION
ONE MONTH THREE MONTHS YEAR TO ONE YEAR THREE YEARS FIVE YEARS TEN YEARS (ANNUALIZED)
DATE
PAYSON VALUE FUND 4.10% 0.95% 0.95% (4.57)% 16.14% 16.35% N/A 15.65%

PAYSON BALANCED FUND 2.32% (4.09)% (4.09)% (8.20)% 9.66% 11.21% N/A 11.05%

TABLE 2 - TOTAL RETURNS (WITH SALES CHARGES)

The average annual total return of each Fund for the period ended March 31,
1999, was as follows.

CALENDAR SINCE INCEPTION
ONE MONTH THREE MONTHS YEAR TO ONE YEAR THREE YEARS FIVE YEARS TEN YEARS (ANNUALIZED)
DATE
PAYSON VALUE FUND (0.06)% (3.09)% (3.09)% (8.39)% 14.57% 15.41% N/A 14.95%

PAYSON BALANCED FUND (1.78)% (7.92)% (7.92)% (11.88)% 8.17% 10.31% N/A 10.43%
</TABLE>

C-1
<PAGE>

APPENDIX D - ADDITIONAL ADVERTISING MATERIALS

TEXT OF FORUM BROCHURE

"FORUM FINANCIAL GROUP OF COMPANIES

Forum Financial Group has developed its "brand name" family of mutual funds and
has made them available to the investment public and to institutions on both the
national and regional levels.

Forum has introduced fund sponsors to its unique proprietary Core and Gateway(R)
partnership, helping them to take advantage of this full-service master/feeder
structure.

D-1
<PAGE>

More than a decade of experience with mutual funds has given Forum practical
hands-on experience and knowledge of how mutual funds function "from the inside
out."

INVESTMENT ADVISERS

FORUM INVESTMENT ADVISORS, LLC

FORUM FAMILY OF FUNDS

D-2
<PAGE>

Growth funds in the Forum Family more aggressively pursue a high return at the
risk of market volatility. These funds include domestic and international stock
mutual funds."

D-3
<PAGE>

TEXT OF PEOPLES HERITAGE NEWS RELEASE

"We think we are adding the additional competitive advantage of funds that are
managed and administered close to home."

Fifteen Forum funds will be offered including two Payson funds. The tax-free
Maine and New Hampshire State bond funds are the only two such funds available
and usually invest 80% of total assets in municipal securities. Other funds
being provided by the alliance include money market, fixed income and equity
funds.

D-4
<PAGE>

FORUM FINANCIAL GROUP:

Headquarters: Two Portland Square, Portland, Maine 04101

President: John Y. Keffer

Offices: Portland, Seattle, Warsaw, Bermuda

*Established in 1986 to administer mutual funds for independent investment

advisers and banks *Among the nation's largest third-party fund administrators

*Uses proprietary in-house systems and custom programming capabilities

*Administration and Distribution Services: Regulatory, compliance,

expense accounting, budgeting for all funds

*Fund Accounting Services: Portfolio valuation, accounting, dividend

declaration, and tax advice

*Shareholder Services: Preparation of statements, distribution support,

inquiries and processing of trades

*Client Assets under Administration and Distribution: $70.4 billion

*Client Assets Processed by Fund Accounting: $53 billion

*Client Funds under Administration and Distribution: 181 mutual funds with 89

share classes

*International Ventures:

Joint venture with Bank Handlowy in Warsaw, Poland, using Forum's

proprietary transfer agency and distribution systems Off-shore

investment fund administration, using Bermuda as Forum's center of

operations

*Forum Employees: United States -215, Poland - 180, Bermuda - 4

FORUM CONTACTS:
Mark Kaplan, Managing Director and Portfolio Manager, Forum Investment Advisers,
LLC, (207) 879-1900 X 6123
Tony Santaniello, Director of Marketing, (207) 879-1900 X 6175

D-5
<PAGE>

H.M. PAYSON & CO.:

Headquarters: One Portland Square, Portland, Maine

President and Managing Director: John Walker

Quality investment services and conservative wealth management since 1854

*Assets under Management: $1.25 Billion

*Non-managed Custody Assets: $412 Million

*Client Base: 85% individuals; 15% institutional

*Owned by 11 shareholders; 10 managing directors

*Payson Balanced Fund and Payson Value Fund (administrative and shareholder

services provided by Forum Financial Group)

*Employees: 45

H.M. PAYSON & CO. CONTACT:

Joel Harris, Marketing Coordinator, (207) 772-3761

D-6
<PAGE>

FORUM FUNDS

STATEMENT OF ADDITIONAL INFORMATION
OCTOBER 1, 1999

AS AMENDED MARCH 24, 2000

INVESTMENT ADVISER:
POLARIS GLOBAL VALUE FUND

Polaris Capital Management, Inc.
125 Summer Street

Boston, MA 02110

ACCOUNT INFORMATION AND SHAREHOLDER SERVICES:

Forum Shareholder Services, LLC
P.O. Box 446
Portland, Maine 04112
(207) 879-0001
(888) 263-5594

This Statement of Additional Information (the "SAI") supplements the Prospectus
dated October 1, 1999, as may be amended from time to time, offering shares of
Polaris Global Value Fund (the "Fund"), a separate series of Forum Funds, a
registered, open-end management investment company (the "Trust'). This SAI is
not a prospectus and should only be read in conjunction with the Prospectus. You
may obtain the Prospectus without charge by contacting Forum Shareholder
Services, LLC at the address or telephone number listed above.

Financial Statements for the Fund for the year ended May 31, 1999, included in
the Annual Report to shareholders, are incorporated into this SAI by reference.
Copies of the Annual Report may be obtained, without charge, upon request by
contacting Forum Shareholder Services, LLC at the address or telephone number
listed above.

<PAGE>

TABLE OF CONTENTS

GLOSSARY.....................................................................1

INVESTMENT POLICIES AND RISKS................................................2

INVESTMENT LIMITATIONS......................................................10

PERFORMANCE DATA AND ADVERTISING............................................12

MANAGEMENT..................................................................17

PORTFOLIO TRANSACTIONS......................................................22

PURCHASE AND REDEMPTION INFORMATION.........................................24

TAXATION....................................................................26

OTHER MATTERS...............................................................31

APPENDIX A - DESCRIPTION OF SECURITIES RATINGS.............................A-1

APPENDIX B - MISCELLANEOUS TABLES..........................................B-1

APPENDIX C - PERFORMANCE DATA..............................................C-1

<PAGE>

GLOSSARY

As used in this SAI, the following terms have the meanings listed.

"Adviser" means Polaris Capital Management, Inc.

"Board" means the Board of Trustees of the Trust.

"Code" means the Internal Revenue Code of 1986, as amended.

"CFTC" means Commodities Future Trading Commission

"Custodian" means the custodian of the Fund's assets.

"FAcS" means Forum Accounting Services, LLC, the fund accountant of the Fund.

"FAdS" means Forum Administrative Services, LLC, the administrator of the Fund.

"Fitch" means Fitch IBCA, Inc.

"FFS" means Forum Fund Services, LLC, the distributor of the Fund's shares.

"FSS" means Forum Shareholder Services, LLC, the transfer agent of the Fund.

"Fund" means Polaris Global Value Fund.

"IRS" means Internal Revenue Service.

"Moody's" means Moody's Investors Service.

"NRSRO" means a nationally recognized statistical rating organization.

"NAV" means net asset value per share.

"SAI" means this Statement of Additional Information

"SEC" means the U.S. Securities and Exchange Commission.

"S&P" means Standard & Poor's, A Division of the McGraw Hill Companies.

"Trust" means Forum Funds.

"U.S. Government Securities" means obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

"1933 Act" means the Securities Act of 1933, as amended.

"1940 Act" means the Investment Company Act of 1940, as amended.

1
<PAGE>

INVESTMENT POLICIES AND RISKS

The Fund is a diversified series of the Trust. This section discusses in greater
detail than the Fund's prospectus certain investments that the Fund may make.

SECURITY RATINGS INFORMATION

The Fund's investments in convertible securities are subject to the credit risk
relating to the financial condition of the issuers of the convertible securities
that the Fund holds. To limit credit risk, the Fund may only invest in: (1)
convertible debt securities that are rated "Baa" or higher by Moody's or "BBB"
or higher by S&P at the time of purchase; and (2) preferred stock rated "baa" or
higher by Moody's or "BBB" or higher by S&P at the time of purchase. The Fund
may purchase unrated convertible securities if, at the time of purchase, the
Adviser believes that they are of comparable quality to rated securities that
the Fund may purchase.

Unrated securities may not be as actively traded as rated securities. A fund may
retain securities whose rating has been lowered below the lowest permissible
rating category (or that that are unrated and determined by the Adviser to be of
comparable quality to securities whose rating has been lowered below the lowest
permissible rating category) if the Adviser determines that retaining such
security is in the best interests of the Fund. Because a downgrade often results
in a reduction in the market price of the security, sale of a downgraded
security may result in a loss.

Moody's, S&P, and other NRSROs are private services that provide ratings of the
credit quality of debt obligations, including convertible securities. A
description of the range of ratings assigned to various types of bonds and other
securities by several NRSROs is included in Appendix A to this SAI. The Fund may
use these ratings to determine whether to purchase, sell, or hold a security.
Ratings are general and are not absolute standards of quality. Securities with
the same maturity, interest rate and rating may have different market prices. If
an issue of securities ceases to be rated or if its rating is reduced after it
is purchased by the Fund, the Adviser will determine whether the Fund should
continue to hold the obligation. To the extent that the ratings given by an
NRSRO may change as a result of changes in such organizations or their rating
systems, the Adviser will attempt to substitute comparable ratings. Credit
ratings attempt to evaluate the risks of fluctuations in market value. Also,
rating agencies may fail to make timely changes in credit ratings. An issuer's
current financial condition may be better or worse than a rating indicates.

EQUITY SECURITIES

COMMON AND PREFERRED STOCK

2
<PAGE>

all securities, including common and preferred stocks, is based upon the
market's perception of value and not necessarily the book value of an issuer or
other objective measure of a company's worth. If you invest in the Fund, you
should be willing to accept the risks of the stock market and should consider an
investment in the Fund only as a part of your overall investment portfolio.

CONVERTIBLE SECURITIES

Convertible securities rank senior to common stock in a company's capital
structure but are usually subordinated to comparable nonconvertible securities.
Convertible securities have unique investment characteristics in that they
generally: (1) have higher yields than common stocks, but lower yields than
comparable non-convertible securities; (2) are less subject to fluctuation in
value than the underlying stocks since they have fixed income characteristics;
and (3) provide the potential for capital appreciation if the market price of
the underlying common stock increases.

WARRANTS

GENERAL. Warrants are securities, typically issued with preferred stock or bonds
that give the holder the right to purchase a given number of shares of common
stock at a specified price and time. The price usually represents a premium over
the applicable market value of the common stock at the time of the warrant's
issuance. Warrants have no voting rights with respect to the common stock,
receive no dividends and have no rights with respect to the assets of the
issuer. The Fund will limit its purchase of warrants to not more than 5% of the
value of its total assets.

DEPOSITARY RECEIPTS

GENERAL. The Fund may invest in sponsored and unsponsored American Depositary
Receipts ("ADRs"). ADRs typically are issued by an U.S. bank or trust company,
evidence ownership of underlying securities issued by a foreign company, and are
designed for use in U.S. securities markets. The Fund invests in depositary
receipts in order to obtain exposure to foreign securities markets.

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voting rights. Accordingly, available information concerning the issuer may not
be current and the prices of unsponsored depositary receipts may be more
volatile than the prices of sponsored depositary receipts.

FOREIGN CURRENCIES TRANSACTIONS

GENERAL

Investments in foreign companies will usually involve currencies of foreign
countries. The Fund may temporarily hold funds in bank deposits in foreign
currencies during the completion of investment programs. The Fund may conduct
foreign currency exchange transactions either on a spot (cash) basis at the spot
rate prevailing in the foreign exchange market or by entering into a forward
foreign currency contract. A forward foreign currency contract ("forward
contract") involves an obligation to purchase or sell a specific amount of a
specific currency at a future date, which may be any fixed number of days
(usually less than one year) from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. Forward contracts are
considered "derivatives" -- financial instruments whose performance is derived,
at least in part, from the performance of another asset (such as a security,
currency or an index of securities). The Fund enters into forward contracts in
order to "lock in" the exchange rate between the currency it will deliver and
the currency it will receive for the duration of the contract. In addition, the
Fund may enter into forward contracts to hedge against risks arising from
securities the Fund owns or anticipates purchasing, or the U.S. dollar value of
interest and dividends paid on those securities. The Fund does not intend to
enter into forward contracts on a regular or continuing basis and the Fund will
not enter these contracts for speculative purposes. The Fund will not have more
than 25% of its total assets committed to forward contracts, or maintain a net
exposure to forward contracts that would obligate the Fund to deliver an amount
of foreign currency in excess of the value of the Fund's investment securities
or other assets denominated in that currency.

At or before settlement of a forward currency contract, the Fund may either
deliver the foreign currency or terminate its contractual obligation to deliver
the foreign currency by purchasing an offsetting contract. If the Fund makes
delivery of the foreign currency at or before the settlement of a forward
contract, it may be required to obtain the currency through the conversion of
assets of the Fund into the currency. The Fund may close out a forward contract
obligating it to purchase a foreign currency by selling an offsetting contract,
in which case, it will realize a gain or a loss.

RISKS

Foreign currency transactions involve certain costs and risks. The Fund incurs
foreign exchange expenses in converting assets from one currency to another.
Forward contracts involve a risk of loss if the Adviser is inaccurate in its
prediction of currency movements. The projection of short-term currency market
movements is extremely difficult, and the successful execution of a short-term
hedging strategy is highly uncertain. The precise matching of forward contract
amounts and the value of the securities involved is generally not possible.
Accordingly, it may be necessary for the Fund to purchase additional foreign
currency if the market value of the security is less than the amount of the
foreign currency the Fund is obligated to deliver under the forward contract and
the decision is made to sell the security and make delivery of the foreign
currency. The use of forward contracts as a hedging technique does not eliminate
fluctuations in the prices of the underlying securities the Fund owns or intends
to acquire, but it does fix a rate of exchange in advance. Although forward
contracts can reduce the risk of loss due to a decline in the value of the
hedged currencies, they also limit any potential gain that might result from an
increase in the value of the currencies. There is also the risk that the other
party to the transaction may fail to deliver currency when due which may result
in a loss to the Fund.

OPTIONS AND FUTURES

GENERAL

The Fund may write covered call options to enhance the Fund's performance. To
hedge against a decline in the value of securities owned by the Fund or an
increase in the price of securities that the Fund plans to purchase, the Fund
may purchase or write (sell) covered options on equity securities, currencies
and stock related indices and may also invest in stock index and foreign

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currency futures contracts, and purchases options and write covered options on
those contracts. The Fund may only write a put option as a closing transaction.
The Fund may buy or sell both exchange-traded and over-the-counter options. The
Fund will only purchase or write an option that is traded on a U.S. options
exchange or over-the-counter market or if the Adviser believes that a liquid
secondary market for the option exists. The Fund has not used options or hedging
strategies in the past but may do so in the future.

OPTIONS AND FUTURES STRATEGIES

OPTIONS ON FOREIGN CURRENCY. Options on foreign currency operate in the same way
as more traditional options on securities except that currency options are
settled exclusively in the currency subject to the option. The value of a
currency option is dependent upon the value of the currency relative to the U.S.
dollar and has no relationship to the investment merits of a foreign security.
Because foreign currency transactions occurring in the interbank market involve
substantially larger amounts than those that may be involved in the use of
foreign currency options, the Fund may be disadvantaged by having to deal in an
odd lot market (generally consisting in transactions of less than $1 million)
for the underlying currencies at prices that are less favorable than round lots.
To the extent that the U.S. options markets are closed while the market for the
underlying currencies are open, significant price and rate movements may take
place in the underlying markets that can not be reflected in the options
markets.

OPTIONS ON FUTURES. Options on futures contracts are similar to options on
securities except that an option on a futures contract gives the purchaser the
right, in return for the premium paid, to assume a position in a futures
contract rather than to purchase or sell a security or currency, at a specified
exercise price at any time during the period of the option. Upon exercise of the
option, the delivery of the futures position to the holder of the option will be
accompanied by transfer to the holder of an accumulated balance representing the
amount by which the market price of the futures contract exceeds, in the case of
a call, or is less than, in the case of a put, the exercise price of the option
on the future.

CURRENCY FUTURES AND INDEX FUTURES CONTRACTS. A futures contract is a bilateral
agreement where one party agrees to accept, and the other party agrees to make,
delivery of cash, an underlying debt security or a currency, as called for in
the contract, at a specified date and at an agreed upon price. An index futures
contract involves the delivery of an amount of cash equal to a specified dollar
amount multiplied by the difference between the index value at the close of
trading of the contract and the price at which the futures contract. No physical
delivery of the securities comprising the index is made. Generally, these
futures contracts are closed out prior to the expiration date of the contracts.

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RISKS OF OPTIONS AND FUTURES TRANSACTIONS

There are certain investment risks associated with options and futures
transactions. These risks include: (1) dependence on the Adviser's ability to
predict movements in the prices of individual securities and fluctuations in the
general securities markets; (2) imperfect correlation between movements in the
prices of options and movements in the price of the securities (or indices)
hedged or used for cover which may cause a given hedge not to achieve its
objective; (3) the fact that the skills and techniques needed to trade these
instruments are different from those needed to select the securities in which
the Fund invests; and (4) lack of assurance that a liquid secondary market will
exist for any particular instrument at any particular time, which, among other
things, may hinder the Fund's ability to limit exposures by closing its
positions. The potential loss to the Fund from investing in certain types of
futures transactions is unlimited.

Other risks include the inability of the Fund, as the writer of covered call
options, to benefit from any appreciation of the underlying securities above the
exercise price, and the possible loss of the entire premium paid for options
purchased by the Fund. In addition, the futures exchanges may limit the amount
of fluctuation permitted in certain futures contract prices on related options
during a single trading day. The Fund may be forced, therefore, to liquidate or
close out a futures contract position at a disadvantageous price. There is no
assurance that a counterparty in an over-the-counter option transaction will be
able to perform its obligations. The Fund may use various futures contracts that
are relatively new instruments without a significant trading history. As a
result, there can be no assurance that an active secondary market in those
contracts will develop or continue to exist. The Fund's activities in the
futures and options markets may result in higher portfolio turnover rates and
additional brokerage costs, which could reduce the Fund's yield.

LIMITS ON OPTIONS AND FUTURES

The Fund will not use leverage in its hedging strategy. The Fund will not hedge
more than 25% of its total assets by selling futures contracts, buying put
options and writing call options. In addition, the Fund will not buy futures
contracts or write put options whose underlying value exceeds 25% of the Fund's
total assets and will not purchase call options if the value of purchased call
options would exceed 5% of the Fund's total assets.

The Fund will only invest in futures contracts, options on futures contracts and
other options contracts that are subject to the jurisdiction of the CFTC after
filing a notice of eligibility and otherwise complying with the requirements of
Section 4.5 of the rules of the CFTC. Under that section the Fund would be
permitted to purchase such futures or options contracts only for bona fide
hedging purposes within the meaning of the rules of the CFTC; provided, however,
that in addition, with respect to positions in commodity futures and option
contracts not established for bona fide hedging purposes, the Fund represents
that the aggregate initial margin and premiums required to establish these
positions (subject to certain exclusions) will not exceed 5% of the liquidation
value of the Fund's assets after taking into account unrealized profits and
losses on any such contract the Fund has entered into.

LEVERAGE TRANSACTIONS

GENERAL

The Fund may use leverage to increase potential returns. Leverage involves
special risks and may involve speculative investment techniques. Leverage exists
when cash made available to the Fund through an investment technique is used to
make additional Fund investments. Borrowing for other than temporary or
emergency purposes, lending portfolio securities, entering into reverse
repurchase agreements, and purchasing securities on a when-issued, delayed
delivery or forward commitment basis. The Fund uses these investment techniques
only when the Adviser believes that the leveraging and the returns available to
the Fund from investing the cash will provide investors a potentially higher
return.

BORROWING AND REVERSE REPURCHASE AGREEMENTS. The Fund may borrow money from a
bank in amounts up to 33 1/3% of the Fund's total assets. The Fund will
generally borrow money to increase its returns. Typically, if a security

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<PAGE>

purchased with borrowed funds increases in value, the Fund may sell the
security, repay the loan, and secure a profit. The Fund may also enter into
reverse repurchase agreements. A reverse repurchase agreement is a transaction
in which the Fund sells securities to a bank or securities dealer and
simultaneously commits to repurchase the securities from the bank or dealer at
an agreed upon date and at a price reflecting a market rate of interest
unrelated to the sold securities. An investment of the Fund's assets in reverse
repurchase agreements will increase the volatility of the Fund's net asset value
per share. A counterparty to a reverse repurchase agreements must be primary
dealer that reports to the Federal Reserve Bank of New York or one of the
largest 100 commercial banks in the United States.

SECURITIES LENDING AND REPURCHASE AGREEMENTS. The Adviser is generally opposed
to securities lending and has not loaned securities in the past but may do so in
the future. The Fund may lend portfolio securities or participate in repurchase
agreements in an amount up to 50% of its total assets to brokers, dealers and
other financial institutions. The Fund may pay fees to arrange for securities
loans. Repurchase agreements are transactions in which the Fund purchases a
security and simultaneously agrees to resell that security to the seller at an
agreed upon price on an agreed upon future date, normally, one to seven days
later. If the Fund enters into a repurchase agreement, it will maintain
possession of the purchased securities and any underlying collateral. Securities
loans and repurchase agreements must be continuously collateralized and the
collateral must have market value at least equal to the value of the Fund's
loaned securities, plus accrued interest or, in the case of repurchase
agreements, equal to the repurchase price of the securities, plus accrued
interest. In a portfolio securities lending transaction, the Fund receives from
the borrower an amount equal to the interest paid or the dividends declared on
the loaned securities during the term of the loan as well as the interest on the
collateral securities, less any fees (such as finders or administrative fees)
the Fund pays in arranging the loan. The Fund may share the interest it receives
on the collateral securities with the borrower. The terms of the Fund's loans
permit the Fund to reacquire loaned securities on five business days' notice or
in time to vote on any important matter. Loans are subject to termination at the
option of the Fund or the borrower at any time, and the borrowed securities must
be returned when the loan is terminated.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS. The Fund may purchase securities
offered on a "when-issued" basis and may purchase or sell securities on a
"forward commitment" basis. When these transactions are negotiated, the price,
which is generally expressed in yield terms, is fixed at the time the commitment
is made, but delivery and payment for the securities take place at a later date.
Normally, the settlement date occurs within two months after the transaction,
but delayed settlements beyond two months may be negotiated. During the period
between a commitment and settlement, no payment is made for the securities
purchased by the purchaser and, thus, no interest accrues to the purchaser from
the transaction. At the time the Fund makes the commitment to purchase
securities on a when-issued or delayed delivery basis, the Fund will record the
transaction as a purchase and thereafter reflect the value each day of such
securities in determining its net asset value. No when-issued or forward
commitments will be made by the fund if, as a result, more than 10% of the
Fund's total assets would be committed to such transactions.

SHORT SALES. The Fund may sell a security which it does not own in anticipation
of a decline in the market value of that security. To sell short, the Fund will
borrow the security from a broker, sell it and maintain the proceeds of the
transaction in its brokerage account. The broker will charge the Fund interest
during the period it borrows the security. The Fund may close the short sale by
purchasing the security in the open market at the market price. If the proceeds
received from the short sale (less the interest charges) exceeds the amount paid
for the security, the Fund will incur a gain on the transaction. If the proceeds
received from the short sale (less the interest charges) are less than the
amount paid for the security, the Fund will incur a loss on the transaction.

RISKS

Leverage creates the risk of magnified capital losses. Leverage may involve the
creation of a liability that requires the Fund to pay interest (for instance,
reverse repurchase agreements) or the creation of a liability that does not
entail any interest costs (for instance, forward commitment costs).

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<PAGE>

The risks of leverage include a higher volatility of the net asset value of the
Fund's securities and the relatively greater effect on the net asset value of
the securities caused by favorable or adverse market movements or changes in the
cost of cash obtained by leveraging and the yield from invested cash. So long as
the Fund is able to realize a net return on its investment portfolio that is
higher than interest expense incurred, if any, leverage will result in higher
current net investment income for the Fund than if the Fund were not leveraged.
Changes in interest rates and related economic factors could cause the
relationship between the cost of leveraging and the yield to change so that
rates involved in the leveraging arrangement may substantially increase relative
to the yield on the obligations in which the proceeds of the leveraging have
been invested. To the extent that the interest expense involved in leveraging
approaches the net return on the Fund's investment portfolio, the benefit of
leveraging will be reduced, and, if the interest expense on borrowings were to
exceed the net return to investors, the Fund's use of leverage would result in a
lower rate of return than if the Fund were not leveraged. In an extreme case, if
the Fund's current investment income were not sufficient to meet the interest
expense of leveraging, it could be necessary for the Fund to liquidate certain
of its investments at an inappropriate time.

SEGREGATED ACCOUNTS. In order to attempt to reduce the risks involved in various
transactions involving leverage, the Fund's custodian will set aside and
maintain, in a segregated account, cash and liquid securities. The account's
value, which is marked to market daily, will be at least equal to the Fund's
commitments under these transactions.

ILLIQUID AND RESTRICTED SECURITIES

GENERAL

The Fund may not acquire securities or invest in repurchase agreements if, as a
result, more than 15% of the Fund's net assets (taken at current value) would be
invested in illiquid securities.

The term "illiquid securities" means securities that cannot be disposed of
within seven days in the ordinary course of business at approximately the amount
at which the Fund has valued the securities. Illiquid securities include: (1)
repurchase agreements not entitling the holder to payment of principal within
seven days; (2) purchased over-the-counter options; (3) securities which are not
readily marketable; and (4) securities subject to contractual or legal
restrictions on resale because they have not been registered under the 1933 Act
("restricted securities").

RISKS

Limitations on resale may have an adverse effect on the marketability of a
security and the Fund might also have to register a restricted security in order
to dispose of it, resulting in expense and delay. The Fund might not be able to
dispose of restricted or illiquid securities promptly or at reasonable prices
and might thereby experience difficulty satisfying redemption requests. There
can be no assurance that a liquid market will exist for any security at any
particular time. Any security, including securities determined by the Adviser to
be liquid, can become illiquid.

DETERMINATION OF LIQUIDITY

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FOREIGN SECURITIES

The Fund may invest in foreign securities. Although the Adviser currently
intends to invest the Fund's assets in issuers located in at least 5 countries,
there is no limit on the amount of the Fund's assets that may be invested in
issuers located in any one country or region. To the extent that the Fund has
concentrated its investments in issuers located in any one country or region,
the Fund is more susceptible to factors adversely affecting the economy of that
country or region than if the Fund was invested in a more geographically diverse
portfolio. Investments in the securities of foreign issuers may involve risks in
addition to those normally associated with investments in the securities of U.S.
issuers. All foreign investments are subject to risks of: (1) foreign political
and economic instability; (2) adverse movements in foreign exchange rates; (3)
the imposition or tightening of exchange controls or other limitations on
repatriation of foreign capital; (4) and changes in foreign governmental
attitudes towards private investment, including potential nationalization,
increased taxation or confiscation of the Fund's assets.

Dividends payable on foreign securities may be subject to foreign withholding
taxes, thereby reducing the income available for distribution to you. Some
foreign brokerage commissions and custody fees are higher than those in the
United States. Foreign accounting, auditing and financial reporting standards
differ from those in the United States, and therefore, less information may be
available about foreign companies than is available about issuers of comparable
U.S. companies. Foreign securities also may trade less frequently and with lower
volume and may exhibit greater price volatility than United States securities.

TEMPORARY DEFENSIVE POSITION

The Fund may invest in prime quality money market instruments, pending
investment of cash balances. The Fund may also assume a temporary defensive
position and may invest without limit in prime quality money market instruments.
Prime quality instruments are those instruments that are rated in one of the two
highest short-term rating categories by an NRSRO or, if not rated, determined by
the Adviser to be of comparable quality.

Money market instruments usually have maturities of one year or less and fixed
rates of return. The money market instruments in which the Fund may invest
include short-term U.S. Government Securities, commercial paper, bankers'
acceptances, certificates of deposit, interest-bearing savings deposits of
commercial banks, repurchase agreements concerning securities in which the Fund
may invest and money market mutual funds.

CORE AND GATEWAY(R)

The Fund may seek to achieve its investment objective by converting to a Core
and Gateway structure. The Fund operating under a Core and Gateway structure
holds, as its only investment, shares of another investment company having
substantially the same investment objective and policies. The Board will not
authorize conversion to a Core and Gateway structure if it would materially
increase costs to the Fund's shareholders. The Board will not convert the Fund
to a Core and Gateway structure without notice to the shareholders.

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<PAGE>

YEAR 2000

The date change transition to the Year 2000 prompted concern that certain
computer systems may not process date-related information properly on and after
January 1, 2000. The Adviser and the Fund's administrator have addressed and
continue to monitor this Year 2000 issue and its possible impact on their
systems. The Fund's other service providers have informed the Fund that they are
taking similar measures. Services provided to the Fund or any companies in which
it invests could still be adversely affected by a computer's failure to
accurately process date related information and, therefore, may lower the value
of your shares. While no adverse consequences have yet arisen, or have been
reported to the Adviser or the Fund's administrator, there is still the
possibility that certain computer systems may not be able to process
date-related information at some point during the year.

INVESTMENT LIMITATIONS

Except as required by the 1940 Act or the Code, if any percentage restriction on
investment or utilization of assets is adhered to at the time an investment is
made, a later change in percentage resulting from a change in the market values
of the Fund's assets or purchases and redemptions of shares will not be
considered a violation of the limitation.

A fundamental policy of the Fund and the Fund's investment objective, cannot be
changed without the affirmative vote of the lesser of: (1) 50% of the
outstanding shares of the Fund; or (2) 67% of the shares of the Fund present or
represented at a shareholders meeting at which the holders of more than 50% of
the outstanding shares of the Fund are present or represented. A nonfundamental
policy of the Fund may be changed by the Board without shareholder approval.

FUNDAMENTAL LIMITATIONS

The Fund has adopted the following investment limitations, that cannot be
changed by the Board without shareholder approval. The Fund may not:

BORROWING MONEY

Borrow money if, as a result, outstanding borrowings would exceed an amount
equal to 33 1/3% of the Fund's total assets. The following are not subject to
this limitation to the extent they are fully collateralized: (1) the delayed
delivery of purchased securities; (such as the purchase of when-issued
securities); (2) reverse repurchase agreements; and (3) dollar-roll
transactions.

CONCENTRATION

Purchase securities, other than U.S. Government Securities, repurchase
agreements covering U.S. Government Securities, or securities of other regulated
investment companies, if, immediately after each purchase, more than 25% of the
Fund's total assets taken at market value would be invested in securities of
issuers conducting their principal business activity in the same industry.

For purposes of determining industry concentration (1) there is no limit on
investments in tax-exempt securities issued by the states, territories or
possessions of the United States or foreign government securities; and (2) the
Fund treats the assets of investment companies in which it invests as its own
except to the extent that the Fund invests in other investment companies
pursuant to Section 12(d)(1)(A) of the 1940 Act.

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DIVERSIFICATION

With respect to 75% of its assets, purchase a security (other than a U.S.
Government Security or a security of an investment company) if, as a result: (1)
more than 5% of the Fund's total assets would be invested in the securities of a
single issuer, or (2) the Fund would own more than l0% of the outstanding voting
securities of any single issuer.

UNDERWRITING ACTIVITIES

Underwrite (as that term is defined in the 1933 Act) securities issued by other
persons except, to the extent that in connection with the disposition of the
Fund's assets, the Fund may be deemed to be an underwriter.

MAKING LOANS

Make loans to other parties. For purposes of this limitation, entering into
repurchase agreements, lending securities and acquiring any debt security are
not deemed to be the making of loans.

PURCHASES AND SALES OF REAL ESTATE

Purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent the Fund from
investing in securities or other instruments backed by real estate or securities
of companies engaged in the real estate business).

PURCHASES AND SALES OF COMMODITIES

Purchase or sell physical commodities unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the Fund from
purchasing or selling options and futures contracts or from investing in
securities or other instruments backed by physical commodities).

ISSUANCE OF SENIOR SECURITIES

Issue senior securities except to the extent permitted by the 1940 Act.

NONFUNDAMENTAL LIMITATIONS

The Fund has adopted the following investment limitations that may be changed by
the Board without shareholder approval. The Fund may not:

PLEDGES

Pledge, mortgage or hypothecate its assets, except to secure permitted
indebtedness. The deposit in escrow of securities in connection with the writing
of put and call options, collateralized loans of securities and collateral
arrangements with respect to margin for futures contracts are not deemed to be
pledges or hypothecations for this purpose.

SECURITIES OF INVESTMENT COMPANIES

Invest in securities of another registered investment company, except to the
extent permitted by the 1940 Act.

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<PAGE>

SHORT SALES

Enter into short sales if, as a result, more than 25% of the Fund's total assets
would be so invested or the Fund's short positions (other than those positions
"against the box") would represent more than 2% of the outstanding voting
securities of any single issuer or of any class of securities of any single
issuer.

ILLIQUID SECURITIES

Invest more than 15% of its net assets in illiquid assets such as: (1)
securities that cannot be disposed of within seven days at their then-current
value, (2) repurchase agreements not entitling the holder to payment of
principal within seven days and (3) securities subject to restrictions on the
sale of the securities to the public without registration under the 1933 Act
("restricted securities") that are not readily marketable. The Fund may treat
certain restricted securities as liquid pursuant to guidelines adopted by the
Board.

Except as required by the 1940 Act, whenever an amended or restated investment
policy or limitation states a maximum percentage of the Fund's assets that may
be invested, such percentage limitation will be determined immediately after and
as a result of the acquisition of such security or other asset. Any subsequent
change in values, assets or other circumstances will not be considered when
determining whether the investment complies with the Fund's investment policies
or limitations.

PERFORMANCE DATA AND ADVERTISING

PERFORMANCE DATA

On June 1, 1998, a limited partnership managed by the Adviser reorganized into
the Fund. The predecessor limited partnership maintained an investment objective
and investment policies that were, in all material respects, equivalent to those
of the Fund. The Fund's performance for periods before June 1, 1998 is that of
the limited partnership's performance had been readjusted to reflect the first
year expenses of the Fund, the Fund's performance for all periods except "Since
Inception" would have been lower. The limited partnership was not registered
under the Investment Company Act of 1940 ("1940 Act") and was not subject to
certain investment limitations, diversification requirements, and other
restrictions imposed by the 1940 Act and the Internal Revenue Code, which, if
applicable, may have adversely affected its performance.

Including the limited partnership performance, the Fund's average annual total
return for the 1-year, 3-year, 5-year and since inception (July 31, 1989)
periods as of May 31, 1998 was 11.95%, 12.74%, 15.71% and 11.27%, respectively.
Total return includes reinvestment of dividends and capital gains.

The Fund may compare any of its performance information with:

o The performance of other mutual funds.

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<PAGE>

o The performance of recognized stock, bond and other indices, including
but not limited to the Standard & Poor's 500(R) Index, the Russell
2000(R) Index, the Russell MidcapTM Index, the Russell 1000(R) Value
Index, the Russell 2500(R) Index, the Morgan Stanley - Europe,
Australian and Far East Index, the Dow Jones Industrial Average, the
Salomon Brothers Bond Index, the Shearson Lehman Bond Index, U.S.
Treasury bonds, bills or notes and changes in the Consumer Price Index
as published by the U.S. Department of Commerce.

Performance information may be presented numerically or in a table, graph or
similar illustration.

The Fund's performance will fluctuate in response to market conditions and other
factors.

PERFORMANCE CALCULATIONS

The Fund's performance may be quoted in terms of yield or total return. Table 1
in Appendix C includes performance information for the Fund.

SEC YIELD

Capital gains and losses generally are excluded from these calculations.

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TOTAL RETURN CALCULATIONS

The Fund's total return shows its overall change in value, including changes in
share price, and assumes all of the Fund's distributions are reinvested.

AVERAGE ANNUAL TOTAL RETURN. Average annual total return is calculated using a
formula prescribed by the SEC. To calculate standard average annual total return
the Fund: (1) determines the growth or decline in value of a hypothetical
historical investment in the Fund over a stated period; and (2) calculates the
annually compounded percentage rate that would have produced the same result if
the rate of growth or decline in value had been constant over the period. For
example, a cumulative return of 100% over ten years would produce an average
annual total return of 7.18%. While average annual total returns are a
convenient means of comparing investment alternatives, investors should realize
that performance is not constant over time but changes from year to year, and
that average annual total returns represent averaged figures as opposed to the
actual year-to-year performance of the Fund.

Average annual total return is calculated according to the following formula:

P(1+T)n = ERV

Because average annual total returns tend to smooth out variations in the Fund's
returns, shareholders should recognize that they are not the same as actual
year-by-year results.

OTHER MEASURES OF TOTAL RETURN. Standardized total return quotes may be
accompanied by non-standardized total return figures calculated by alternative
methods. For instance, the Fund may quote unaveraged or cumulative total
returns, which reflect the Fund's performance over a stated period of time.
Moreover, total returns may be stated in their components of income and capital
(including capital gains and changes in share price) in order to illustrate the
relationship of these factors and their contributions to total return.

14
<PAGE>

Any total return may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments and/or a series of
redemptions over any time period. Total returns may be quoted with or without
taking into consideration the Fund's front-end sales charge or contingent
deferred sales charges (if applicable).

Period total return is calculated according to the following formula:

PT = (ERV/P-1)

Where:
PT = period total return
The other definitions are the same as in average annual total
return above

OTHER MATTERS

The Fund may also include various information in its advertising, sales
literature, shareholder reports or other materials including, but not limited
to: (1) portfolio holdings and portfolio allocation as of certain dates, such as
portfolio diversification by instrument type, by instrument, by location of
issuer or by maturity; (2) statements or illustrations relating to the
appropriateness of types of securities and/or mutual funds that may be employed
by an investor to meet specific financial goals, such as funding retirement,
paying for children's education and financially supporting aging parents; (3)
information (including charts and illustrations) showing the effects of
compounding interest (compounding is the process of earning interest on
principal plus interest that was earned earlier; interest can be compounded at
different intervals, such as annually, quarterly or daily); (4) information
relating to inflation and its effects on the dollar; (for example, after ten
years the purchasing power of $25,000 would shrink to $16,621, $14,968, $13,465
and $12,100, respectively, if the annual rates of inflation were 4%, 5%, 6% and
7%, respectively); (5) information regarding the effects of automatic investment
and systematic withdrawal plans, including the principal of dollar-cost
averaging; (6) biographical descriptions of the Fund's portfolio managers and
the portfolio management staff of the Fund's investment adviser, summaries of
the views of the portfolio managers with respect to the financial markets, or
descriptions of the nature of the Adviser's and its staff's management
techniques; (7) the results of a hypothetical investment in the Fund over a
given number of years, including the amount that the investment would be at the
end of the period; (8) the effects of investing in a tax-deferred account, such
as an individual retirement account or Section 401(k) pension plan; (9) the net
asset value, net assets or number of shareholders of the Fund as of one or more
dates; and (10) a comparison of the Fund's operations to the operations of other
funds or similar investment products, such as a comparison of the nature and
scope of regulation of the products and the products' weighted average maturity,
liquidity, investment policies and the manner of calculating and reporting
performance.

The Fund may advertise information regarding the effects of systematic
investment and systematic withdrawal plans, including the principal of dollar
cost averaging. In a dollar-cost averaging program, an investor invests a fixed
dollar amount in the Fund at periodic intervals, thereby purchasing fewer shares
when prices are high and more shares when prices are low. While such a strategy
does not insure a profit or guard against a loss in a declining market, the
investor's average cost per share can be lower than if fixed numbers of shares
had been purchased at those intervals. In evaluating such a plan, investors
should consider their ability to continue purchasing shares through periods of
low price levels. For example, if an investor invests $100 a month for a period
of six months in the Fund the following will be the relationship between average
cost per share ($14.35 in the example given) and average price per share:

15
<PAGE>

In connection with its advertisements, the Fund may provide "shareholder's
letters" which serves to provide shareholders or investors with an introduction
into the Fund's, the Trust's or any of the Trust's service provider's policies
or business practices.

16
<PAGE>

MANAGEMENT

TRUSTEES AND OFFICERS

The names of the Trustees and officers of the Trust, their positions with the
Trust, address, date of birth and principal occupations during the past five
years are set forth below. Each Trustee who is an "interested person" (as
defined by the 1940 Act) of the Trust is indicated by an asterisk (*).
<TABLE>
<S> <C>
NAME, POSITION WITH THE TRUST, PRINCIPAL OCCUPATION(S) DURING
DATE OF BIRTH AND ADDRESS PAST 5 YEARS
- -------------------------------------------- -----------------------------------------------------------------------

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

Costas Azariadas, Trustee Professor of Economics, University of California-Los Angeles
Born: February 15, 1943 Visiting Professor of Economics, Athens University of Economics and
Department of Economics Business 1998 - 1999
University of California Trustee of one other investment company for which Forum Financial
Los Angeles, CA 90024 Group, LLC provides services

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

Ronald H. Hirsch, Treasurer Managing Director, Operations/Finance and Operations/Sales, Forum
Born: October 14, 1943 Financial Group, LLC since 1999
Two Portland Square Member of the Board - Citibank Germany 1991 - 1998
Portland, ME 04101 Officer of six other investment companies for which Forum Financial
Group, LLC provides services

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

- -------------------------------------------- -----------------------------------------------------------------------
</TABLE>

17
<PAGE>

COMPENSATION OF TRUSTEES AND OFFICERS

The following table sets forth the compensation paid to each Trustee by the
Trust and the Fund Complex that includes all series of the Trust and another
investment company for which Forum Financial Group, LLC provides services for
the fiscal year ended May 31, 1999.
<TABLE>
<S> <C> <C> <C> <C>
TOTAL COMPENSATION
COMPENSATION FROM FROM TRUST AND FUND
TRUSTEE TRUST BENEFITS RETIREMENT COMPLEX
John Y. Keffer $0 $0 $0 $0
Costas Azariadis $13,300 $0 $0 $23,800
James C. Cheng $14,800 $0 $0 $25,300
J. Michael Parish $14,800 $0 $0 $25,300

</TABLE>

INVESTMENT ADVISER

SERVICES OF ADVISER

The Adviser serves as investment adviser to the Fund pursuant to an investment
advisory agreement with the Trust. Under that agreement, the Adviser furnishes,
at its own expense, all services, facilities and personnel necessary in
connection with managing the Fund's investments and effecting portfolio
transactions for the Fund.

OWNERSHIP OF ADVISER

The Adviser is a privately owned company controlled by Bernard R. Horn, Jr.

FEES

OTHER PROVISIONS OF ADVISER'S AGREEMENT

The Adviser's agreement remains in effect for a period of two year from the date
of its effectiveness and then the agreement must be approved annually.
Subsequently, the Adviser's agreement must be approved at least annually by the
Board or by majority vote of the shareholders, and in either case by a majority
of the Trustees who are not parties to the agreement or interested persons of
any such party.

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<PAGE>

The Adviser's agreement is terminable without penalty by the Trust regarding the
Fund on 60 days' written notice when authorized either by vote of the Fund's
shareholders or by a majority vote of the Board, or by the Adviser on 60 days'
written notice to the Trust. The Agreement terminates immediately upon
assignment.

Under its agreement, the Adviser is not liable for any error of judgment,
mistake of law, or in any event whatsoever except for willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under the agreement.

DISTRIBUTOR

DISTRIBUTOR; SERVICES AND COMPENSATION OF DISTRIBUTOR

FFS, the distributor (also known as principal underwriter) of the shares of the
Fund, is located at Two Portland Square, Portland, Maine 04101. FFS is a
registered broker-dealer and is a member of the National Association of
Securities Dealers, Inc. Prior to August 1, 1999, FFSI was the distributor of
the Fund pursuant to similar terms and compensation.

FFS, FAdS, FAcS and FSS are each controlled indirectly by Forum Financial Group,
LLC, which is controlled by John Y. Keffer.

Under a distribution agreement (the "Distribution Agreement") with the Trust,
FFS acts as the agent of the Trust in connection with the offering of shares of
the Fund. FFS continually distributes shares of the Fund on a best effort basis.
FFS has no obligation to sell any specific quantity of Fund shares.

FFS may enter into agreements with selected broker-dealers, banks, or other
financial institutions for distribution of shares of the Fund. These financial
institutions may charge a fee for their services and may receive shareholders
service fees even though shares of the Fund are sold without a sales charge.
These financial institutions may otherwise act as processing agents, and will be
responsible for promptly transmitting purchase, redemption and other requests to
the Fund.

Investors who purchase shares in this manner will be subject to the procedures
of the institution through whom they purchase shares, which may include charges,
investment minimums, cutoff times and other restrictions in addition to, or
different from, those listed herein. Information concerning any charges or
services will be provided to customers by the financial institution. Investors
purchasing shares of the Fund in this manner should acquaint themselves with
their institution's procedures and should read this Prospectus in conjunction
with any materials and information provided by their institution. The financial
institution and not its customers will be the shareholder of record, although
customers may have the right to vote shares depending upon their arrangement
with the institution.

FFS does not receive a fee for services performed under the Distribution
Agreement.

OTHER PROVISIONS OF DISTRIBUTOR'S AGREEMENT

19
<PAGE>

Under the Distribution Agreement, FFS is not liable to the Trust or the Trust's
shareholders for any error of judgment or mistake of law, for any loss arising
out of any investment or for any act or omission in the performance of its
duties to the Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under the agreement.

Under the Distribution Agreement, FFS and certain related parties (such as FFS's
officers and persons that control FFS) are indemnified by the Trust against all
claims and expenses in any way related to alleged untrue statements of material
fact contained in the Fund's Registration Statement or any alleged omission of a
material fact required to be stated in the Registration Statement to make
statements contained therein not misleading. The Trust, however, will not
indemnify FSS for any such misstatements or omissions if they were made in
reliance upon information provided in writing by FSS in connection with the
preparation of the Registration Statement.

OTHER FUND SERVICE PROVIDERS

ADMINISTRATOR

As administrator, pursuant to an agreement with the Trust, FAdS is responsible
for the supervision of the overall management of the Trust, providing the Trust
with general office facilities and providing persons satisfactory to the Board
to serve as officers of the Trust.

For its services, FAdS receives a fee from the Fund at an annual rate 0.10% of
the first $150 million of the Fund's average daily net assets and 0.05% of the
Fund's average daily net assets in excess of $150 million. The fee is accrued
daily by the Fund and is paid monthly based on average net assets for the
previous month.

The Administration agreement must be approved at least annually by the Board or
by majority vote of the shareholders, and in either case by a majority of the
Trustees who are not parties to the agreement or interested persons of any such
party. FAdS's agreement is terminable without penalty by the Trust or by FAdS
with respect to the Fund on 60 days' written notice.

Under the Administration Agreement, FAdS is not liable to the Trust or the
Trust's shareholders for any act or omission, except for willful misfeasance,
bad faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under the agreement. Under the
agreement, FAdS and certain related parties (such as FAdS's officers and persons
who control FAdS) are indemnified by the Trust against any and all claims and
expenses related to FAdS's actions or omissions that are consistent with FAdS's
contractual standard of care.

Table 2 in Appendix B shows the dollar amount of the fees payable by the Funds
to FAdS, the amount of the fee waived by FAdS, and the actual fees received by
FAdS. The data is for the past three fiscal years (or shorter period depending
on the Fund's commencement of operations).

FUND ACCOUNTANT

As fund accountant, pursuant to an agreement with the Trust (the "Accounting
Agreement") FAcS provides fund accounting services to the Fund. These services
include calculating the NAV per share of the Fund (and class) and preparing the
Fund's financial statements and tax returns.

For its services, FAcS receives a fee from the Fund at an annual rate of
$36,000, plus $2,200 for the preparation of tax returns and certain surcharges
based upon the number and type of the Fund's portfolio transactions and
positions. The fee is accrued daily by the Fund and is paid monthly based on the
transactions and positions for the previous month.

20
<PAGE>

Under the Accounting Agreement, FAcS is not liable for any action or omission in
the performance of its duties to the Fund, except for willful misfeasance, bad
faith, gross negligence or by reason of reckless disregard of its obligations
and duties under the agreement. Under the agreement, FAcS and certain related
parties (such as FAcS's officers and persons who control FAcS) are indemnified
by the Trust against any and all claims and expenses related to FAcS's actions
or omissions that are consistent with FAcS's contractual standard of care.

Under the Accounting Agreement, in calculating the Fund's NAV per share, FAcS is
deemed not to have committed an error if the NAV per share it calculates is
within 1/10 of 1% of the actual NAV per share (after recalculation). The
agreement also provides that FAcS will not be liable to a shareholder for any
loss incurred due to an NAV difference if such difference is less than or equal
1/2 of 1% or less than or equal to $10.00. In addition, FAcS is not liable for
the errors of others, including the companies that supply securities prices to
FAcS and the Fund.

Table 3 in Appendix B shows the dollar amount of the fees payable by the Funds
to FAcS, the amount of the fee waived by FAcS, and the actual fees received by
FAcS. The data is for the past three fiscal years (or shorter period depending
on the Fund's commencement of operations).

TRANSFER AGENT

As transfer agent and distribution paying agent, pursuant to an agreement with
the Trust ("Transfer Agency Agreement"), FSS maintains an account for each
shareholder of record of the Fund and is responsible for processing purchase and
redemption requests and paying distributions to shareholders of record. FSS is
located at Two Portland Square, Portland, Maine 04101 and is registered as a
transfer agent with the SEC.

For its services, FSS receives a fee from the Fund at an annual rate of $24,000
plus $25 per shareholder account. The fee is accrued daily by the Fund and is
paid monthly based on the average net assets for the previous month.

The Transfer Agency Agreement must be approved at least annually by the Board or
by majority vote of the shareholders, and in either case by a majority of the
Trustees who are not parties to the agreement or interested persons of any such
party. The Transfer Agency Agreement is terminable without penalty by the Trust
or by FSS with respect to the Fund on 60 days' written notice.

Under the Transfer Agency Agreement, FSS is not liable for any act in the
performance of its duties to the Fund, except for willful misfeasance, bad faith
or gross negligence in the performance of its duties under the agreement. Under
the agreement, FSS and certain related parties (such as FSS's officers and
persons who control the Transfer FSS) are indemnified by the Trust against any
and all claims and expenses related to FSS's actions or omissions that are
consistent with FSS's contractual standard of care.

Table 4 in Appendix B shows the dollar amount of the fees payable by the Funds
to FSS, the amount of the fee waived by FSS, and the actual fees received by
FSS. The data is for the past three fiscal years (or shorter period depending on
the Fund's commencement of operations).

CUSTODIAN

As custodian, pursuant to an agreement with the Trust, Forum Trust, LLC
safeguards and controls the Fund's cash and securities, determines income and
collects interest on Fund investments. The Custodian may employ subcustodians to
provide custody of the Fund's domestic and foreign assets. The Custodian is
located at Two Portland Square, Portland, Maine 04101.

21
<PAGE>

LEGAL COUNSEL

Seward & Kissel, LLP, 1200 G Street, N.W., Washington, D.C. 20005, passes upon
legal matters in connection with the issuance of shares of the Trust.

INDEPENDENT AUDITORS

Deloitte & Touche, LLP, 200 Berkeley Street, Boston, Massachusetts 02116,
independent auditors have been selected as auditors for the Fund. The auditors
audit the annual financial statements of the Fund and provide the Fund with an
audit opinion. The auditors also review certain regulatory filings of the Fund
and the Fund' tax returns.

PORTFOLIO TRANSACTIONS

HOW SECURITIES ARE PURCHASED AND SOLD

Purchases of securities from underwriters of the securities includes a disclosed
fixed commission or concession paid by the issuer to the underwriter, and
purchases from dealers serving as market makers reflects the spread between the
bid and asked price.

In the case of fixed income and equity securities traded in the over-the-counter
markets, there is generally no stated commission, but the price usually includes
an undisclosed commission or markup.

COMMISSIONS PAID

Table 5 in Appendix B shows the aggregate brokerage commissions paid by the Fund
as well as aggregate commissions paid to an affiliate of the Fund or the
Adviser. The data presented are for the past three fiscal years (or shorter
period depending on the Fund's commencement of operations).

ADVISER RESPONSIBILITY FOR PURCHASES AND SALES

The Adviser places orders for the purchase and sale of securities with brokers
and dealers selected by and in the discretion of the Adviser. The Fund has no
obligation to deal with a specific broker or dealer in the execution of
portfolio transactions. Allocations of transactions to brokers and dealers and
the frequency of transactions are determined by the Adviser in its best judgment
and in a manner deemed to be in the best interest of the Fund rather than by any
formula.

22
<PAGE>

The Adviser seeks "best execution" for all portfolio transactions. This means
that the Adviser seeks the most favorable price and execution available. The
Adviser's primary consideration in executing transactions for the Fund is prompt
execution of orders in an effective manner and at the most favorable price
available.

CHOOSING BROKER-DEALERS

OBTAINING RESEARCH FROM BROKERS

The Adviser has full brokerage discretion. It evaluates the range and quality of
a broker's services in placing trades including securing best price,
confidentiality, clearance and settlement capabilities, promptness of execution
and the financial stability of the broker-dealer. Under certain circumstances,
the value of research provided by a broker-dealer may be a factor in the
selection of a broker. This research would include reports that are common in
the industry. Typically, the research will be used to service all of the
Adviser's accounts although a particular client may not benefit from all the
research received on each occasion. The nature of the services obtained for
clients include industry research reports and periodicals, quotation systems,
software for portfolio management and formal databases.

Occasionally, the Adviser utilizes a broker and pay a slightly higher commission
than another might charge. The higher commission is paid because of the
Adviser's need for specific research, for specific expertise a firm may have in
a particular type of transaction (due to factors such as size or difficulty), or
for speed/efficiency in execution. Since most of the Adviser's brokerage
commissions for research are for economic research on specific companies or
industries, and since the Adviser follows a limited number of securities, most
of the commission dollars spent for industry and stock research directly benefit
the clients.

There are occasions on which portfolio transactions may be executed as part of
concurrent authorizations to purchase or sell the same securities for more than
one account served by the Adviser. Although such concurrent authorizations
potentially could be either advantageous or disadvantageous to any one or more
particular accounts, they will be effected only when the Adviser believes that
to do so will be in the best interest of the affected accounts. When such
concurrent authorizations occur, the objective will be to allocate the execution
in a manner equitable to the accounts involved. Clients are typically allocated
securities with prices averaged on a per-share or per-bond basis.

23
<PAGE>

COUNTERPARTY RISK

TRANSACTIONS THROUGH AFFILIATES

The Adviser may effect transactions through affiliates of the Adviser (or
affiliates of those persons) pursuant to procedures adopted by the Trust.

OTHER ACCOUNTS OF THE ADVISER

Investment decisions for the Fund are made independently from those for any
other account or investment company that is or may in the future become managed
by the Adviser or its affiliates. Investment decisions are the product of many
factors, including basic suitability for the particular client involved.
Likewise, a particular security may be bought or sold for certain clients even
though it could have been bought or sold for other clients at the same time.
Likewise, a particular security may be bought for one or more clients when one
or more clients are selling the security. In some instances, one client may sell
a particular security to another client. It addition, two or more clients
simultaneously purchase or sell the same security, in which event each day's
transactions in such security are, insofar as is possible, averaged as to price
and allocated between such clients in a manner which, in the Adviser's opinion,
is equitable to each and in accordance with the amount being purchased or sold
by each. There may be circumstances when purchases or sales of a portfolio
security for one client could have an adverse effect on another client that has
a position in that security. In addition, when purchases or sales of the same
security for the Fund and other client accounts managed by the Adviser occurs
contemporaneously, the purchase or sale orders may be aggregated in order to
obtain any price advantages available to large denomination purchases or sales.

PORTFOLIO TURNOVER

The frequency of portfolio transactions of the Fund (the portfolio turnover
rate) will vary from year to year depending on many factors. From time to time
the Fund may engage in active short-term trading to take advantage of price
movements affecting individual issues, groups of issues or markets. An annual
portfolio turnover rate of 100% would occur if all the securities in the Fund
were replaced once in a period of one year. The Adviser anticipates that the
annual turnover in the Fund will not be in excess of 50%. High portfolio
turnover rates may result in increased brokerage costs to the Fund and a
possible increase in short-term capital gains or losses.

SECURITIES OF REGULAR BROKER-DEALERS

From time to time the Fund may acquire and hold securities issued by its
"regular brokers and dealers" or the parents of those brokers and dealers. For
this purpose, regular brokers and dealers means the 10 brokers or dealers that:
(1) received the greatest amount of brokerage commissions during the Fund's last
fiscal year; (2) engaged in the largest amount of principal transactions for
portfolio transactions of the Fund during the Fund's last fiscal year; or (3)
sold the largest amount of the Fund's shares during the Fund's last fiscal year.
During the Fund's last fiscal year, the Fund acquired no securities issued by
its regular brokers and dealers.

PURCHASE AND REDEMPTION INFORMATION

GENERAL INFORMATION

You may effect purchases or redemptions or request any shareholder privilege in
person at FSS's offices located at Two Portland Square, Portland, Maine 04101.

24
<PAGE>

The Fund accepts orders for the purchase or redemption of shares on any weekday
except days when the New York Stock Exchange is closed.

Not all classes or funds of the Trust may be available for sale in the sate in
which you reside. Please check with your investment professional to determine a
class or fund's availability.

ADDITIONAL PURCHASE INFORMATION

Shares of the Fund are sold on a continuous basis by the distributor at net
asset value ("NAV") per share without any sales charge. Accordingly, the
offering price per share is the same as the NAV per share.

The Fund reserves the right to refuse any purchase request.

Fund shares are normally issued for cash only. In the Adviser's discretion,
however, the Fund may accept portfolio securities that meet the investment
objective and policies of the Fund as payment for Fund shares. The Fund will
only accept securities that: (1) are not restricted as to transfer by law and
are not illiquid; and (2) have a value that is readily ascertainable (and not
established only by valuation procedures).

IRAS

All contributions into an IRA through the automatic investing service are
treated as IRA contributions made during the year the investment is received.

UGMAS/UTMAS

If the trustee's name is not in the account registration of a gift or transfer
to minor ("UGMA/UTMA") account, the investor must provide a copy of the trust
document.

PURCHASES THROUGH FINANCIAL INSTITUTIONS

If you purchase shares through a financial institution, you will be subject to
the institution's procedures, which may include charges, limitations, investment
minimums, cutoff times and restrictions in addition to, or different from, those
applicable when you invest in the Fund directly. When you purchase the Fund's
shares through a financial institution, you may or may not be the shareholder of
record and, subject to your institution's procedures, you may have Fund shares
transferred into your name. There is typically a three-day settlement period for
purchases and redemptions through broker-dealers. Certain financial institutions
may also enter purchase orders with payment to follow.

You may not be eligible for certain shareholder services when you purchase
shares through a financial institution. Contact your institution for further
information. If you hold shares through a financial institution, the Fund may
confirm purchases and redemptions to the financial institution, which will
provide you with confirmations and periodic statements. The Fund is not
responsible for the failure of any financial institution to carry out its
obligations.

25
<PAGE>

ADDITIONAL REDEMPTION INFORMATION

The Fund may redeem shares involuntarily to reimburse the Fund for any loss
sustained by reason of the failure of a shareholder to make full payment for
shares purchased by shareholders or to collect any charge relating to
transactions effected for the benefit of a shareholder which is applicable to
the Fund's shares as provided in the Prospectus.

SUSPENSION OF RIGHT OF REDEMPTION

The right of redemption may not be suspended, except for any period during
which: (1) the New York Stock Exchange is closed (other than customary weekend
and holiday closings) or during which the SEC determines that trading thereon is
restricted; (2) an emergency (as determined by the SEC) exists as a result of
which disposal by the Fund of its securities is not reasonably practicable or as
a result of which it is not reasonably practicable for the Fund fairly to
determine the value of its net assets; or (3) the SEC may by order permit for
the protection of the shareholders of the Fund.

REDEMPTION-IN-KIND

Redemption proceeds normally are paid in cash. Payments may be made wholly or
partly in portfolio securities, however, if the Board determines conditions
exist which would make payment in cash detrimental to the best interests of the
Fund. If redemption proceeds are paid wholly or partly in portfolio securities,
brokerage costs may be incurred by the shareholders in converting the securities
to cash. The Trust has filed an election with the SEC pursuant to which the Fund
may only effect a redemption in portfolio securities if the particular
shareholder is redeeming more than $250,000 or 1% of the Fund's total net
assets, whichever is less, during any 90-day period.

NAV DETERMINATION

In determining the Fund's NAV per share, securities for which market quotations
are readily available are valued at current market value using the last reported
sales price provided by independent pricing services. If no sales price is
reported, the mean of the last bid and ask price is used. If no average price is
available, the last bid price is used. If market quotations are not readily
available, then securities are valued at fair value as determined by the Board
(or its delegate).

DISTRIBUTIONS

Distributions of net investment income will be reinvested at the Fund's NAV per
share (unless you elect to receive distributions in cash) as of the last day of
the period with respect to which the distribution is paid. Distributions of
capital gain will be reinvested at the Fund's NAV per share (unless you elect to
receive distributions in cash) on the payment date for the distribution. Cash
payments may be made more than seven days following the date on which
distributions would otherwise be reinvested.

TAXATION

The tax information set forth in the Prospectus and the information in this
section relates solely to U.S. federal income tax law and assumes that the Fund
qualifies as a regulated investment company (as discussed BELOW). The
information presented here is only a summary of certain key federal income tax
considerations affecting the Fund and its shareholders and is in addition to the
information provided in the prospectus. No attempt has been made to present a
complete explanation of the federal tax treatment of the Fund or the
implications to shareholders. The discussions here and in the prospectus are not
intended as substitutes for careful tax planning.

This "Taxation" section is based on the Code and applicable regulations in
effect on the date hereof. Future legislative or administrative changes or court
decisions may significantly change the tax rules applicable to the Fund and
their shareholders. Any of these changes or court decisions may have a
retroactive effect.

26
<PAGE>

ALL INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISOR AS TO THE FEDERAL, STATE,
LOCAL AND FOREIGN TAX PROVISIONS APPLICABLE TO THEM.

QUALIFICATION AS A REGULATED INVESTMENT COMPANY

The tax year-end of the Fund is May 31 (the same as the Fund's fiscal year end).

MEANING OF QUALIFICATION

As a regulated investment company, the Fund will not be subject to federal
income tax on the portion of its net investment company taxable income (that is,
taxable interest, dividends, net short-term capital gains and other taxable
ordinary income, net of expenses) and net capital gain (that is, the excess of
net long-term capital gains over net short-term capital losses) that it
distributes to shareholders. In order to qualify to be taxed as a regulated
investment company the Fund must satisfy the following requirements:

o The Fund must derive at least 90% of its gross income from certain
types of income derived with respect to its business of investing in
securities.

o The Fund must satisfy the following asset diversification test at the
close of each quarter of the Fund's tax year: (1) at least 50% of the
value of the Fund's assets must consist of cash and cash items, U.S.
government securities, securities of other regulated investment
companies, and securities of other issuers (as to which the Fund has
not invested more than 5% of the value of the Fund's total assets in
securities of an issuer and as to which the Fund does not hold more
than 10% of the outstanding voting securities of the issuer); and (2)
no more than 25% of the value of the Fund's total assets may be
invested in the securities of any one issuer (other than U.S.
Government securities and securities of other regulated investment
companies), or in two or more issuers which the Fund controls and
which are engaged in the same or similar trades or businesses.

FAILURE TO QUALIFY

FUND DISTRIBUTIONS

The Fund anticipates distributing substantially all of its investment company
taxable income for each tax year. These distributions are taxable to you
ordinary income. A portion of these distributions may qualify for the 70%
dividends-received deduction for corporate shareholders.

27
<PAGE>

Distributions by the Fund that do not constitute ordinary income dividends or
capital gain dividends will be treated as a return of capital. Return of capital
distributions reduce your tax basis in the shares and are treated as gain from
the sale of the shares to the extent your basis would be reduced below zero.

All distributions by the Fund will be treated in the manner described above
regardless of whether the distribution is paid in cash or reinvested in
additional shares of the Fund (or of another Fund). If you receive distribution
in the form of additional shares, you will be treated as receiving a
distribution in an amount equal to the fair market value of the shares received,
determined as of the reinvestment date.

You may purchase shares whose net asset value at the time reflects undistributed
net investment income or recognized capital gain, or unrealized appreciation in
the value of the assets of the Fund. Distributions of these amounts are taxable
to you in the manner described above, although the distribution economically
constitutes a return of capital to you.

If you purchase shares of the Fund just prior to a distribution, you will be
taxed on the entire amount of the distribution received, even though the net
asset value per share on the date of the purchase reflected the amount of the
distribution.

Ordinarily, you are required to take distributions by the Fund into account in
the year in which they are made. A distribution declared in October, November or
December of any year and payable to shareholders of record on a specified date
in those months, however, is deemed to be received by you (and made by the Fund)
on December 31 of that calendar year even if the distribution is actually paid
in January of the following year.

You will be advised annually as to the U.S. federal income tax consequences of
distributions made (or deemed made) during the year.

CERTAIN TAX RULES APPLICABLE TO THE FUND'S TRANSACTIONS

For federal income tax purposes, when put and call options purchased by the Fund
expire unexercised, the premiums paid by the Fund give rise to short- or
long-term capital losses at the time of expiration (depending on the length of
the respective exercise periods for the options). When put and call options
written by the Fund expire unexcercised, the premiums received by the Fund give
rise to short-term capital gains at the time of expiration. When the Fund
exercises a call, the purchase price of the underlying security is increased by
the amount of the premium paid by the Fund. When the Fund exercises a put, the
proceeds from the sale of the underlying security are decreased by the premium
paid. When a put or call written by the Fund is exercised, the purchase price
(selling price in the case of a call) of the underlying security is decreased
(increased in the case of a call) for tax purposes by the premium received.

Certain listed options, regulated futures contracts and forward currency
contracts are considered "Section 1256 contracts" for federal income tax
purposes. Section 1256 contracts held by the Fund at the end of each tax year
are "marked to market" and treated for federal income tax purposes as though
sold for fair market value on the last business day of the tax year. Gains or
losses realized by the Fund on Section 1256 contracts generally are considered
60% long-term and 40% short-term capital gains or losses. The Fund can elect to
exempt its Section 1256 contracts that are part of a "mixed straddle" (as
described below) from the application of Section 1256.

28
<PAGE>

but not all, the positions are Section 1256 contracts, may constitute a "mixed
straddle". In general, straddles are subject to certain rules that may affect
the character and timing of the Fund's gains or losses with respect to straddle
positions by requiring, among other things, that: (1) the loss realized on
disposition of one position of a straddle may not be recognized to the extent
that the Fund has unrealized gains with respect to the other position in such
straddle; (2) the Fund's holding period in straddle positions be suspended while
the straddle exists (possibly resulting in gain being treated as short-term
capital gain rather than long-term capital gain); (3) the losses recognized with
respect to certain straddle positions which are part of a mixed straddle and
which are non-Section 1256 positions be treated as 60% long-term and 40%
short-term capital loss; (4) losses recognized with respect to certain straddle
positions which would otherwise constitute short-term capital losses be treated
as long-term capital losses; and (5) the deduction of interest and carrying
charges attributable to certain straddle positions may be deferred. Various
elections are available to the Fund which may mitigate the effects of the
straddle rules, particularly with respect to mixed straddles. In general, the
straddle rules described above do not apply to any straddles held by the Fund if
all of the offsetting positions consist of Section 1256 contracts.

FEDERAL EXCISE TAX

A 4% non-deductible excise tax is imposed on a regulated investment company that
fails to distribute in each calendar year an amount equal to: (1) 98% of its
ordinary taxable income for the calendar year; and (2) 98% of its capital gain
net income for the one-year period ended on October 31 of the calendar year. The
balance of the Fund's income must be distributed during the next calendar year.
The Fund will be treated as having distributed any amount on which it is subject
to income tax for any tax year.

For purposes of calculating the excise tax, the Fund: (1) reduces its capital
gain net income (but not below its net capital gain) by the amount of any net
ordinary loss for the calendar year; and (2) excludes foreign currency gains and
losses incurred after October 31 of any year in determining the amount of
ordinary taxable income for the current calendar year. The Fund will include
foreign currency gains and losses incurred after October 31 in determining
ordinary taxable income for the succeeding calendar year.

SALE OR REDEMPTION OF SHARES

In general, a shareholder will recognize gain or loss on the sale or redemption
of shares of the Fund in an amount equal to the difference between the proceeds
of the sale or redemption and your adjusted tax basis in the shares. All or a
portion of any loss so recognized may be disallowed if you purchase (for
example, by reinvesting dividends) other shares of the Fund within 30 days
before or after the sale or redemption (a so called "wash sale"). If disallowed,
the loss will be reflected in an upward adjustment to the basis of the shares
purchased. In general, any gain or loss arising from the sale or redemption of
shares of the Fund will be considered capital gain or loss and will be long-term
capital gain or loss if the shares were held for longer than one year. Any
capital loss arising from the sale or redemption of shares held for six months
or less, however, is treated as a long-term capital loss to the extent of the
amount of capital gain distributions received on such shares. In determining the
holding period of such shares for this purpose, any period during which your
risk of loss is offset by means of options, short sales or similar transactions
are not counted. Capital losses in any year are deductible only to the extent of
capital gains plus, in the case of a noncorporate taxpayer, $3,000 of ordinary
income.

BACKUP WITHHOLDING

29
<PAGE>

who has failed to certify to the Fund that it is not subject to backup
withholding or that it is a corporation or other "exempt recipient." Backup
withholding is not an additional tax; any amounts so withheld may be credited
against a shareholder's federal income tax liability or refunded.

FOREIGN SHAREHOLDERS

Taxation of a shareholder who under the Code is a nonresident alien individual,
foreign trust or estate, foreign corporation, or foreign partnership ("foreign
shareholder"), depends on whether the income from the Fund is "effectively
connected" with an U.S. trade or business carried on by the foreign shareholder.

If the income from the Fund is not effectively connected with a U.S. trade or
business carried on by a foreign shareholder, distributions of ordinary income
(including a short-term capital gains) paid to a foreign shareholder will be
subject to U.S. withholding tax at the rate of 30% (or lower applicable treaty
rate) upon the gross amount of the distribution. The foreign shareholder
generally would be exempt from U.S. federal income tax on gain realized on the
sale of shares of the Fund and distributions of net capital gain from the Fund
and amounts retained by the Fund.

The tax consequences to a foreign shareholder entitled to claim the benefits of
an applicable tax treaty may be different from those described herein.

The tax rules of other countries with respect to distributions from the Fund can
differ from the U.S. federal income taxation rules described above. These
foreign rules are not discussed herein. Foreign shareholders are urged to
consult their own tax advisers as to the consequences of foreign tax rules with
respect to an investment in the Fund.

STATE AND LOCAL TAXES

The tax rules of the various states of the U.S. and their local jurisdictions
with respect to distributions from the Fund can differ from the U.S. federal
income taxation rules described above. These state and local rules are not
discussed herein. Shareholders are urged to consult their tax advisers as to the
consequences of state and local tax rules with respect to an investment in the
Fund.

FOREIGN INCOME TAX

Investment income received by the Fund from sources within foreign countries may
be subject to foreign income taxes withheld at the source. The United States has
entered into tax treaties with many foreign countries that entitle the Fund to a
reduced rate of such taxes or exemption from taxes on such income. It is
impossible to know the effective rate of foreign tax in advance since the amount
of the Fund's assets to be invested within various countries cannot be
determined.

30
<PAGE>

OTHER MATTERS

THE TRUST AND ITS SHAREHOLDERS

GENERAL INFORMATION

Forum Funds was organized as a business trust under the laws of the State of
Delaware on August 29, 1995. On January 5, 1996 the Trust succeeded to the
assets and liabilities of Forum Funds, Inc.

Austin Global Equity Fund Investors Equity Fund
BIA Growth Equity Fund Investors Growth Fund
BIA Small-Cap Growth Fund Investors High Grade Bond Fund
Daily Assets Cash Fund(1) Maine Municipal Bond Fund
Daily Assets Government Fund(1) New Hampshire Bond Fund
Daily Assets Government Obligations Fund(1) Payson Balanced Fund
Daily Asset Municipal Fund(1) Payson Value Fund
Daily Assets Treasury Obligations Fund(1) Polaris Global Value Fund
Equity Index Fund TaxSaver Bond Fund
Investors Bond Fund
(1) The Trust offers shares of beneficial interest in an institutional,
institutional service, and investor share class of these series.

The Fund reserves the right to invest in one or more other investment companies
in a Core and Gateway(R) structure.

The Trust and the Fund will continue indefinitely until terminated.

SERIES AND CLASSES OF THE TRUST

SHAREHOLDER VOTING AND OTHER RIGHTS

Each share of each series of the Trust and each class of shares has equal
dividend, distribution, liquidation and voting rights, and fractional shares
have those rights proportionately, except that expenses related to the
distribution of the shares of each class (and certain other expenses such as
transfer agency, shareholder service and administration expenses) are borne
solely by those shares and each class votes separately with respect to the
provisions of any Rule 12b-1 plan which pertains to the class and other matters
for which separate class voting is appropriate under applicable law. Generally,
shares will be voted separately by individual series except if: (1) the 1940 Act
requires shares to be voted in the aggregate and not by individual series; and
(2) when the Trustees determine that the matter affect more than one series and
all affected series must vote. The Trustees may also determine that a matter
only affects certain classes of the Trust and thus only those such classes are
entitled to vote on the matter. Delaware law does not require the Trust to hold
annual meetings of shareholders, and it is anticipated that shareholder meetings
will be held only when specifically required by federal or state law. There are
no conversion or preemptive rights in connection with shares of the Trust.

31
<PAGE>

All shares, when issued in accordance with the terms of the offering, will be
fully paid and nonassessable.

CERTAIN REORGANIZATION TRANSACTIONS

The Trust or any series may be terminated upon the sale of its assets to, or
merger with, another open-end, management investment company or series thereof,
or upon liquidation and distribution of its assets. Generally such terminations
must be approved by the vote of the holders of a majority of the outstanding
shares of the Trust or the Fund. The Trustees may, without prior shareholder
approval, change the form of organization of the Trust by merger, consolidation
or incorporation. Under the Trust Instrument, the Trustees may, without
shareholder vote, cause the Trust to merge or consolidate into one or more
trusts, partnerships or corporations or cause the Trust to be incorporated under
Delaware law, so long as the surviving entity is an open-end, management
investment company that will succeed to or assume the Trust's registration
statement.

FUND OWNERSHIP

As of September 1, 1999, the percentage of shares owned by all officers and
trustees of the Trust as a group was as follows. To the extent officers and
trustees own less than 1% of the shares of each class of shares of the Fund (or
of the Trust), the table reflects "N/A" for not applicable.

PERCENTAGE OF SHARES
FUND (OR TRUST) OWNED
- ----------------------------------------------------- ----------------------
The Trust N/A
- ----------------------------------------------------- ----------------------
Polaris Global Value Fund N/A
- ----------------------------------------------------- ----------------------

Also as of that date, certain shareholders of record owned 5% or more of a class
of shares of the Fund. Shareholders known by the Fund to own beneficially 5% or
more of a class of shares of the Fund are listed in Table 7 in Appendix B.

From time to time, certain shareholders may own a large percentage of the shares
of the Fund. Accordingly, those shareholders may be able to greatly affect (if
not determine) the outcome of a shareholder vote. As of September 1, 1999, the
following persons beneficially owned 25% or more of the shares of the Fund (or
of the Trust) and may be deemed to control the Fund (or the Trust). For each
person listed that is a company, the jurisdiction under the laws of which the
company is organized (if applicable) and the company's parents are listed.

LIMITATIONS ON SHAREHOLDERS' AND TRUSTEES' LIABILITY

32
<PAGE>

defense of any claim made against any shareholder for any act or obligation of
the series and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which Delaware law does not apply no contractual limitation of
liability was in effect, and the Fund is unable to meet its obligations. FAdS
believes that, in view of the above, there is no risk of personal liability to
shareholders.

The Trust Instrument provides that the Trustees shall not be liable to any
person other than the Trust and its shareholders. In addition, the Trust
Instrument provides that the Trustees shall not be liable for any conduct
whatsoever, provided that a Trustee is not protected against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office.

REGISTRATION STATEMENT

Statements contained herein and in the Prospectus as to the contents of any
contract or other documents are not necessarily complete, and, in each instance,
are qualified by reference to the copy of such contract or other documents filed
as exhibits to the registration statement.

FINANCIAL STATEMENTS

The financial statements of Polaris Global Value Fund for the year ended May 31,
1999, which are included in the Fund's Annual Report to shareholders, are
incorporated herein by reference. These financial statements include the
schedules of investments, statements of assets and liabilities, statements of
operations, statement of changes in net assets, financial highlights, notes and
independent auditors' reports.

33
<PAGE>

APPENDIX A - DESCRIPTION OF SECURITIES RATINGS

CORPORATE BONDS (INCLUDING CONVERTIBLE BONDS)

MOODY'S INVESTORS SERVICE

C Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

NOTE
Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates
a ranking in the lower end of that generic rating category.

A-1
<PAGE>

STANDARD AND POOR'S CORPORATION

AAA An obligation rated AAA has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

AA An obligation rated AA differs from the highest-rated obligations only
in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.

A An obligation rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor's capacity
to meet its financial commitment on the obligation is still strong.

CC An obligation rated CC is currently highly vulnerable to nonpayment.

C The C rating may be used to cover a situation where a bankruptcy
petition has been filed or similar action has been taken, but payments
on this obligation are being continued.

NOTE Plus (+) or minus (-). The ratings from AA to CCC may be modified by
the addition of a plus or minus sign to show relative standing within
the major rating categories.

A-2
<PAGE>

DUFF & PHELPS CREDIT RATING CO.

AAA Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA+
AA High credit quality. Protection factors are strong. Risk is modest but
may vary slightly from time to time because of economic conditions.

A+
A,A- Protection factors are average but adequate. However, risk factors
are more variable in periods of greater economic stress.

BBB+
BBB
BBB- Below-average protection factors but still considered sufficient for
prudent investment. Considerable variability in risk during economic
cycles.

B+
B,B- Below investment grade and possessing risk that obligations will not
be met when due. Financial protection factors will fluctuate widely
according to economic cycles, industry conditions and/or company
fortunes. Potential exists for frequent changes in the rating within
this category or into a higher or lower rating grade.

DD Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or interest payments.

DP Preferred stock with dividend arrearages.

FITCH IBCA, INC.

INVESTMENT GRADE

A-3
<PAGE>

SPECULATIVE GRADE

CCC
CC,C High default risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon sustained,
favorable business or economic developments. A `CC' rating indicates
that default of some kind appears probable. `C' ratings signal imminent
default.

DDD
DD,D Default. Securities are not meeting current obligations and are
extremely speculative. `DDD' designates the highest potential for
recovery of amounts outstanding on any securities involved. For U.S.
corporates, for example, `DD' indicates expected recovery of 50% - 90%
of such outstandings, and `D' the lowest recovery potential, i.e.
below 50%.

PREFERRED STOCK

MOODY'S INVESTORS SERVICE

AA An issue which is rated "aa" is considered a high- grade preferred
stock. This rating indicates that there is a reasonable assurance the
earnings and asset protection will remain relatively well maintained in
the foreseeable future.

A-4
<PAGE>

CAA An issue which is rated "caa" is likely to be in arrears on dividend
payments. This rating designation does not purport to indicate the
future status of payments.

CA An issue which is rated "ca" is speculative in a high degree and is
likely to be in arrears on dividends with little likelihood of eventual
payments.

C This is the lowest rated class of preferred or preference stock. Issues
so rated can thus be regarded as having extremely poor prospects of
ever attaining any real investment standing.

STANDARD & POOR'S

AAA This is the highest rating that may be assigned by Standard & Poor's to
a preferred stock issue and indicates an extremely strong capacity to
pay the preferred stock obligations.

BB
B,CCC Preferred stock rated BB, B, and CCC is regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay
preferred stock obligations. BB indicates the lowest degree of
speculation and CCC the highest. While such issues will likely have
some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

CC The rating CC is reserved for a preferred stock issue that is in
arrears on dividends or sinking fund payments, but that is currently
paying.

A-5
<PAGE>

C A preferred stock rated C is a nonpaying issue.

D A preferred stock rated D is a nonpaying issue with the issuer in
default on debt instruments.

SHORT TERM RATINGS

MOODY'S INVESTORS SERVICE

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

PRIME-2 Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This
will normally be evidenced by many of the characteristics cited
above but to a lesser degree. Earnings trends and coverage ratios,
while sound, may be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.

PRIME-3 Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term obligations.
The effect of industry characteristics and market compositions may
be more pronounced. Variability in earnings and profitability may
result in changes in the level of debt protection measurements and
may require relatively high financial leverage. Adequate alternate
liquidity is maintained.

NOT
PRIME Issuers rated Not Prime do not fall within any of the Prime
rating categories.

A-6
<PAGE>

STANDARD AND POOR'S

A-1 A short-term obligation rated A-1 is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial
commitment on the obligation is strong. Within this category, certain
obligations are designated with a plus sign (+). This indicates that
the obligor's capacity to meet its financial commitment on these
obligations is extremely strong.

A-2 A short-term obligation rated A-2 is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions
than obligations in higher rating categories. However, the obligor's
capacity to meet its financial commitment on the obligation is
satisfactory.

FITCH IBCA, INC.

F1 Obligations assigned this rating have the highest capacity for timely
repayment under Fitch IBCA's national rating scale for that country,
relative to other obligations in the same country. This rating is
automatically assigned to all obligations issued or guaranteed by the
sovereign state. Where issues possess a particularly strong credit
feature, a "+" is added to the assigned rating.

F2 Obligations supported by a strong capacity for timely repayment
relative to other obligors in the same country. However, the relative
degree of risk is slightly higher than for issues classified as `A1'
and capacity for timely repayment may be susceptible to adverse change
sin business, economic, or financial conditions.

F3 Obligations supported by an adequate capacity for timely repayment
relative to other obligors in the same country. Such capacity is more
susceptible to adverse changes in business, economic, or financial
conditions than for obligations in higher categories.

C Obligations for which there is a high risk of default to other obligors
in the same country or which are in default.

A-7
<PAGE>

APPENDIX B - MISCELLANEOUS TABLES

TABLE 1 - INVESTMENT ADVISORY FEES

<TABLE>
<S> <C> <C> <C>
ADVISORY FEE PAYABLE ADVISORY FEE WAIVED ADVISORY FEE RETAINED
POLARIS GLOBAL VALUE FUND

Year Ended May 31, 1999 $199,686 $62,378 $137,308

TABLE 2 - ADMINISTRATION FEES

The following table shows the dollar amount of fees payable to FAdS with respect
to the Fund, the amount of fee that was waived by FAdS, if any, and the actual
fee received by FAdS.

ADMINISTRATION ADMINISTRATION ADMINISTRATION FEE
POLARIS GLOBAL VALUE FUND FEE PAYABLE FEE WAIVED RETAINED

Year Ended May 31, 1999 $40,000 $0 $40,000

TABLE 3 - ACCOUNTING FEES

The following table shows the dollar amount of fees payable to FAcS with respect
to the Fund, the amount of fee that was waived by FAcS, if any, and the actual
fee received by FAcS.

ACCOUNTING FEE PAYABLE ACCOUNTING FEE WAIVED ACCOUNTING FEE
POLARIS GLOBAL VALUE FUND RETAINED

Year Ended May 31, 1999 $39,000 $0 $39,000

TABLE 4 - TRANSFER AGENCY FEES

The following table shows the dollar amount of fees payable to FSS with respect
to the Fund, the amount of fee that was waived by FSS, if any, and the actual
fee received by FSS.

TRANSFER AGENCY TRANSFER AGENCY TRANSFER AGENCY FEE
POLARIS GLOBAL VALUE FUND FEE PAYABLE FEE WAIVED RETAINED

Year Ended May 31, 1999 $28,356 $0 $28,356
</TABLE>

B-1
<PAGE>

TABLE 5 - COMMISSIONS

The following table shows the aggregate brokerage commissions with respect to
the Fund that incurred brokerage costs.
<TABLE>
<S> <C> <C> <C> <C>
TOTAL BROKERAGE % OF BROKERAGE % OF TRANSACTIONS
COMMISSIONS ($) PAID TO COMMISSIONS PAID TO EXECUTED BY AN
POLARIS GLOBAL VALUE FUND TOTAL BROKERAGE AN AFFILIATE OF THE AN AFFILIATE OF THE AFFILIATE OF THE
COMMISSIONS ($) FUND OR ADVISER FUND OR ADVISER FUND OR ADVISER
YEAR ENDED MAY 31, 1999 $53,949 0% 0% 0%
</TABLE>

TABLE 6 - SECURITIES OF REGULAR BROKERS OR DEALERS

The following table lists the regular brokers and dealers of the Fund whose
securities (or the securities of the parent company) were acquired during the
past fiscal year and the aggregate value of the Fund's holdings of those
securities as of the Fund's most recent fiscal year.

REGULAR BROKER DEALER VALUE HELD

TABLE 7 - 5% SHAREHOLDERS

The following table lists (1) the persons who owned of record 5% or more of the
outstanding shares of a class of shares of the Fund and (2) any person known by
the Fund to own beneficially 5% or more of a class of shares of the Fund, as of
July 1, 1999.
<TABLE>
<S> <C> <C> <C>
POLARIS GLOBAL VALUE FUND
NAME AND ADDRESS SHARES % OF FUND
Christopher K. McLeod 157,411.659 7.14
119 Chatman Road
Stamford, CT 06903
DCGT TR 130,975.349 5.94
FBO Audrey Lewis - Reg IRA
10 Rogers Street
Cambridge, MA 02142
David Solomont 129,298.613 5.86
P.O. Box 67385
Chestnut Hill, MA 02467
</TABLE>

B-2
<PAGE>

APPENDIX C - PERFORMANCE DATA

TABLE 1 - TOTAL RETURNS

The average annual total return without sales charges of the Fund for the period
ended May 31, 1999, was as follows.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
CALENDAR
POLARIS GLOBAL VALUE ONE MONTH THREE MONTHS YEAR TO DATE ONE YEAR THREE FIVE YEARS SINCE INCEPTION
FUND YEARS (ANNUALIZED)
(4.12)% 9.54% 4.49% (11.95)% 12.74% 15.71% 11.27%
</TABLE>

C-1
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

AUGUST 1, 1999

AS AMENDED MARCH 24, 2000

AUSTIN GLOBAL EQUITY FUND

INVESTMENT ADVISER:

Austin Investment Management, Inc.
375 Park Avenue
New York, New York 10152

ACCOUNT INFORMATION AND SHAREHOLDER SERVICES:

Forum Shareholder Services, LLC
P.O. Box 446
Portland, Maine 04112
(800) 805-8258
(207) 879-0001

This Statement of Additional Information (the "SAI") supplements the Prospectus
dated August 1, 1999, as may be amended from time to time, offering shares of
Austin Global Equity Fund (the "Fund"), a separate series of Forum Funds, a
registered, open-end management investment company (the "Trust"). This SAI is
not a prospectus and should only be read in conjunction with the Prospectus. You
may obtain the Prospectus without charge by contacting Forum Shareholder
Services at the address or telephone number listed above.

<PAGE>

TABLE OF CONTENTS

Glossary....................................................................1

1. Investment Policies And Risks...........................................2

2. Investment Limitations..................................................9

3. Performance Data And Advertising.......................................12

4. Management.............................................................16

5. Portfolio Transactions.................................................21

6. Purchase And Redemption Information....................................23

7. Taxation...............................................................25

8. Other Matters..........................................................29

Appendix A - Description Of Securities Ratings............................A-1

Appendix B - Miscellaneous Tables.........................................B-1

Appendix C - Performance Data.............................................C-1

<PAGE>

GLOSSARY

As used in this SAI, the following terms have the meanings listed.

"Adviser" means Austin Investment Management, Inc.

"Board" means the Board of Trustees of the Trust.

"Code" means the Internal Revenue Code of 1986, as amended.

"Custodian" means the custodian of the Fund's assets.

"FAcS" means Forum Accounting Services, LLC, the fund accountant of
each Fund.

"FAdS" means Forum Administrative Services, LLC, the administrator of
the Fund.

"Fitch" means Fitch IBCA, Inc.

"FFS" means Forum Fund Services, LLC, the distributor of the Fund's
shares.

"FFSI" means Forum Financial Services, Inc., the distributor of the
Fund's shares prior to August 1, 1999.

"FSS" means Forum Shareholder Services, LLC, the transfer agent of the
Fund.

"Fund" means Austin Global Equity Fund.

"Moody's" means Moody's Investors Service.

"NRSRO" means a nationally recognized statistical rating organization.

"NAV" means net asset value per share.

"SEC" means the U.S. Securities and Exchange Commission.

"S&P" means Standard & Poor's, A Division of the McGraw Hill Companies.

"Trust" means Forum Funds.

"U.S. Government Securities" means obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities.

"1933 Act" means the Securities Act of 1933, as amended.

"1940 Act" means the Investment Company Act of 1940, as amended.

1
<PAGE>

1. INVESTMENT POLICIES AND RISKS

The Fund is a diversified series of the Trust. This section discusses in greater
detail than the Fund's Prospectus certain investments that the Fund may make.

A. SECURITY RATINGS INFORMATION

The Fund's investments in convertible securities are subject to credit risk
relating to the financial condition of the issuers of the securities that the
Fund holds. To limit credit risk, the Fund may only invest in: (1) convertible
debt securities that are rated B or higher by Moody's or S&P at the time of
purchase; and (2) preferred stock rated b or higher by Moody's or B or higher by
S&P at the time of purchase. The Fund will limit its investment in convertible
securities rated below BBB by S&P or bbb by Moody's to 10% of its total assets.
The Fund may purchase unrated convertible securities if, at the time of
purchase, the Adviser believes that they are of comparable quality to rated
securities that the Fund may purchase.

Moody's characterizes securities in the lowest permissible rating category as
generally lacking characteristics of a desirable investment and by S&P as being
predominantly speculative. A Fund may retain securities whose rating has been
lowered below the lowest permissible rating category (or that are unrated and
determined by the Adviser to be of comparable quality to securities whose rating
has been lowered below the lowest permissible rating category) if the Adviser
determines that retaining such security is in the best interests of the Fund.
Because a downgrade often results in a reduction in the market price of the
security, sale of a downgraded security may result in a loss.

Moody's, S&P and other NRSROs are private services that provide ratings of the
credit quality of debt obligations, including convertible securities. A
description of the range of ratings assigned to various types of convertible
securities by several NRSROs is included in Appendix A to this SAI. The Fund may
use these ratings to determine whether to purchase, sell or hold a security.
Ratings are general and are not absolute standards of quality. Securities with
the same maturity, interest rate and rating may have different market prices. If
an issue of securities ceases to be rated or if its rating is reduced after it
is purchased by a Fund, the Adviser will determine whether the Fund should
continue to hold the obligation. To the extent that the ratings given by a NRSRO
may change as a result of changes in such organizations or their rating systems,
the Adviser will attempt to substitute comparable ratings. Credit ratings
attempt to evaluate the safety of principal and interest payments and do not
evaluate the risks of fluctuations in market value. Also, rating agencies may
fail to make timely changes in credit ratings. An issuer's current financial
condition may be better or worse than a rating indicates.

B. EQUITY SECURITIES

1. COMMON AND PREFERRED STOCK

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<PAGE>

preferred stocks, fixed-income and money market investments. The market value of
all securities, including common and preferred stocks, is based upon the
market's perception of value and not necessarily the book value of an issuer or
other objective measure of a company's worth. If you invest in the Fund, you
should be willing to accept the risks of the stock market and should consider an
investment in the Fund only as a part of your overall investment portfolio.

2. CONVERTIBLE SECURITIES

GENERAL. The Fund may invest up to 35% of its assets in convertible securities.
Convertible securities include debt securities, preferred stock or other
securities that may be converted into or exchanged for a given amount of common
stock of the same or a different issuer during a specified period and at a
specified price in the future. A convertible security entitles the holder to
receive interest on debt or the dividend on preferred stock until the
convertible security matures or is redeemed, converted or exchanged. Convertible
securities rank senior to common stock in a company's capital structure but are
usually subordinated to comparable nonconvertible securities. Convertible
securities have unique investment characteristics in that they generally: (1)
have higher yields than common stocks, but lower yields than comparable
non-convertible securities; (2) are less subject to fluctuation in value than
the underlying stocks since they have fixed income characteristics; and (3)
provide the potential for capital appreciation if the market price of the
underlying common stock increases.

3. WARRANTS

GENERAL. The Fund may invest up to 5% of the value of its total assets in
warrants. Warrants are securities, typically issued with preferred stock or
bonds, that give the holder the right to purchase a given number of shares of
common stock at a specified price and time. The price usually represents a
premium over the applicable market value of the common stock at the time of the
warrant's issuance. Warrants have no voting rights with respect to the common
stock, receive no dividends and have no rights with respect to the assets of the
issuer.

4. DEPOSITARY RECEIPTS

GENERAL. The Fund may invest in sponsored and unsponsored American Depositary
Receipts ("ADRs"). ADRs typically are issued by a U.S. bank or trust company,
evidence ownership of underlying securities issued by a foreign company, and are
designed for use in U.S. securities markets. The Fund invests in depositary
receipts in order to obtain exposure to foreign securities markets.

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<PAGE>

costs in a sponsored depositary receipt. The bank or trust company depositary of
an unsponsored depositary receipt may be under no obligation to distribute
shareholder communications received from the foreign issuer or to pass through
voting rights. Accordingly, available information concerning the issuer may not
be current and the prices of unsponsored depositary receipts may be more
volatile than the prices of sponsored depositary receipts.

C. FOREIGN SECURITIES FORWARD CONTRACTS

1. GENERAL

The Fund may conduct foreign currency exchange transactions either on a spot
(cash) basis at the spot rate prevailing in the foreign exchange market or by
entering into a forward foreign currency contract. A forward foreign currency
contract ("forward contract") involves an obligation to purchase or sell a
specific amount of a specific currency at a future date, which may be any fixed
number of days (usually less than one year) from the date of the contract agreed
upon by the parties, at a price set at the time of the contract. Forward
contracts are considered to be "derivatives" -- financial instruments whose
performance is derived, at least in part, from the performance of another asset
(such as a security, currency or an index of securities). The Fund enters into
forward contracts in order to "lock in" the exchange rate between the currency
it will deliver and the currency it will receive for the duration of the
contract. In addition, the Fund may enter into forward contracts to hedge
against risks arising from securities the Fund owns or anticipates purchasing,
or the U.S. dollar value of interest and dividends paid on those securities. The
Fund does not intend to enter into forward contracts on a regular or continuing
basis. The Fund will not have more than 25% of its total assets committed to
forward contracts, or maintain a net exposure to forward contracts that would
obligate the Fund to deliver an amount of foreign currency in excess of the
value of the Portfolio's investment securities or other assets denominated in
that currency.

If the Fund makes delivery of the foreign currency at or before the settlement
of a forward contract, it may be required to obtain the currency through the
conversion of assets of the Fund into the currency. The Fund may close out a
forward contract obligating it to purchase a foreign currency by selling an
offsetting contract, in which case it will realize a gain or a loss.

2. RISKS

D. OPTIONS AND FUTURES CONTRACTS

1. GENERAL

The Fund may purchase or write (sell) put and call options to enhance the Fund's
performance or to hedge against a decline in the value of securities owned by
the Fund or an increase in the price of securities that the Fund plans to
purchase. The Fund may purchase or write (sell) options on securities,
currencies and stock indices. The Fund may also invest in stock index and
foreign currency futures contracts and options on those contracts. The Fund may
purchase put and call options written by others and may write covered calls. The
Fund may not write puts on futures contracts and may only write covered put
options on securities, foreign currencies and stock indices to effect closing
transactions. The Fund may only invest in options that trade on an exchange or
over-the-counter.

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<PAGE>

2. OPTIONS AND FUTURES STRATEGIES

OPTIONS ON FUTURES. Options on futures contracts are similar to options on
securities except that an option on a futures contract gives the purchaser the
right, in return for the premium paid, to assume a position in a futures
contract rather than to purchase or sell a security or currency, at a specified
exercise price at any time during the period of the option. Upon exercise of the
option, the delivery of the futures position to the holder of the option will be
accompanied by transfer to the holder of an accumulated balance representing the
amount by which the market price of the futures contract exceeds, in the case of
a call, or is less than, in the case of a put, the exercise price of the option
on the future.

FUTURES CONTRACTS AND INDEX FUTURES CONTRACTS. A futures contract is a bilateral
agreement where one party agrees to accept, and the other party agrees to make,
delivery of cash, an underlying debt security or a currency, as called for in
the contract, at a specified date and at an agreed upon price. An index futures
contract involves the delivery of an amount of cash equal to a specified dollar
amount multiplied by the difference between the index value at the close of
trading of the contract and the price at which the futures contract is
originally struck. No physical delivery of the securities comprising the index
is made. Generally, these futures contracts are closed out prior to the
expiration date of the contracts.

3. LIMITATIONS ON OPTIONS AND FUTURES TRANSACTIONS

The Fund will not sell futures contracts, buy put options and write call options
if, as a result, more than 25% of the Fund's total assets would be hedged
through the use of options and futures contracts. The Fund will not buy futures
contracts or write put options whose underlying value exceeds 25% of the Fund's
total assets. The Fund will not purchase call options if the value of option
premiums purchased would exceed 5% of the Fund's total assets.

The Fund will only invest in futures and options contracts after providing
notice to its shareholders and filing a notice of eligibility (if required) and
otherwise complying with the requirements of the Commodity Futures Trading

5
<PAGE>

Commission ("CFTC"). The CFTC's rules provide that a Fund is permitted to
purchase such futures or options contracts only: (1) for bona fide hedging
purposes within the meaning of the rules of the CFTC; provided, however, that in
the alternative with respect to each long position in a futures or options
contract entered into by a Fund, the underlying commodity value of such contract
at all times does not exceed the sum of cash, short-term United States debt
obligations or other United States dollar denominated short-term money market
instruments set aside for this purpose by the Fund, accrued profit on the
contract held with a futures commission merchant and cash proceeds from existing
Fund investments due in 30 days; and (2) subject to certain other limitations.

4. RISKS OF OPTIONS AND FUTURES TRANSACTIONS

There are certain investment risks associated with options and futures
transactions. These risks include: (1) dependence on the Adviser's ability to
predict movements in the prices of individual securities and fluctuations in the
general securities markets; (2) imperfect correlations between movements in the
prices of options and movements in the price of the securities (or indices)
hedged or used for cover which may cause a given hedge not to achieve its
objective; (3) the fact that the skills and techniques needed to trade these
instruments are different from those needed to select the securities in which a
Fund invests; and (4) lack of assurance that a liquid secondary market will
exist for any particular instrument at any particular time, which, among other
things, may hinder a Fund's ability to limit exposures by closing its positions.

E. LEVERAGE TRANSACTIONS

1. GENERAL

The Fund may use leverage to increase potential returns. Leverage involves
special risks and may involve speculative investment techniques. Leverage exists
when cash made available to a Fund through an investment technique is used to
make additional Fund investments. Borrowing for other than temporary or
emergency purposes, lending portfolio securities, entering into reverse
repurchase agreements, and purchasing securities on a when-issued, delayed
delivery or forward commitment basis are transactions involving leverage. The
Fund uses these investment techniques only when the Adviser believes that the
leveraging and the returns available to the Fund from investing the cash will
provide investors a potentially higher return.

REVERSE REPURCHASE. The Fund may also enter into reverse repurchase agreements.
A reverse repurchase agreement is a transaction in which a Fund sells securities
to a bank or securities dealer and simultaneously commits to repurchase the
security from the bank or dealer at an agreed upon date and at a price
reflecting a market rate of interest unrelated to the sold security. An
investment of a Fund's assets in reverse repurchase agreements will increase the
volatility of the Fund's net asset value per unit. A Fund will use the proceeds
of reverse repurchase agreements to fund redemptions or to make investments.

SECURITIES LENDING. The Fund may lend portfolio securities or participate in
repurchase agreements in an amount up to 33 1/3% of its total assets to brokers,
dealers and other financial institutions. Repurchase agreements are transactions
in which a Fund purchases a security and simultaneously agrees to resell that
security to the seller at an agreed upon price on an agreed upon future date,
normally, one to seven days later. If the Fund enters into a repurchase
agreement, it will maintain possession of the purchased securities and any
underlying collateral. Securities loans and repurchase agreements must be

6
<PAGE>

continuously collateralized and the collateral must have market value at least
equal to the value of the Fund's loaned securities, plus accrued interest or, in
the case of repurchase agreements, equal to the repurchase price of the
securities, plus accrued interest. In a portfolio securities lending
transaction, the Fund receives from the borrower an amount equal to the interest
paid or the dividends declared on the loaned securities during the term of the
loan as well as the interest on the collateral securities, less any fees (such
as finders or administrative fees) the Fund pays in arranging the loan. The Fund
may share the interest it receives on the collateral securities with the
borrower. The terms of a Fund's loans permit the Fund to reacquire loaned
securities on five business days' notice or in time to vote on any important
matter. Loans are subject to termination at the option of the Fund or the
borrower at any time, and the borrowed securities must be returned when the loan
is terminated.

2. RISKS

F. ILLIQUID AND RESTRICTED SECURITIES

1. GENERAL

The Fund may not acquire securities or invest in repurchase agreements if, as a
result, more than 15% of the Fund's net assets (taken at current value) would be
invested in illiquid securities.

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<PAGE>

The term "illiquid securities" means securities that cannot be disposed of
within seven days in the ordinary course of business at approximately the amount
at which the Fund has valued the securities. Illiquid securities include: (1)
repurchase agreements not entitling the holder to payment of principal within
seven days (2) purchased over-the-counter options; (3) securities which are not
readily marketable; and (4) except as otherwise determined by the Adviser,
securities subject to contractual or legal restrictions on resale because they
have not been registered under the 1933 Act ("restricted securities").

2. RISKS

Limitations on resale may have an adverse effect on the marketability of a
security and the Fund might also have to register a restricted security in order
to dispose of it, resulting in expense and delay. A Fund might not be able to
dispose of restricted or illiquid securities promptly or at reasonable prices
and might thereby experience difficulty satisfying redemptions. There can be no
assurance that a liquid market will exist for any security at any particular
time. Any security, including securities determined by the Adviser to be liquid,
can become illiquid.

3. DETERMINATION OF LIQUIDITY

G. FOREIGN SECURITIES

The Fund may invest in foreign securities. The Fund limits the amount of its
total assets that may be invested in any one country or denominated in one
currency (other than the U.S. dollar) to 25%. Investments in the securities of
foreign issuers may involve risks in addition to those normally associated with
investments in the securities of U.S. issuers. All foreign investments are
subject to risks of (1) foreign political and economic instability; (2) adverse
movements in foreign exchange rates; (3) the imposition or tightening of
exchange controls or other limitations on repatriation of foreign capital; and
(4) changes in foreign governmental attitudes towards private investment,
including potential nationalization, increased taxation or confiscation of your
assets.

Dividends payable on foreign securities may be subject to foreign withholding
taxes, thereby reducing the income available for distribution to you. Commission
rates payable on foreign transactions are generally higher than in the United
States. Foreign accounting, auditing and financial reporting standards differ
from those in the United States, and therefore, less information may be
available about foreign companies than is available about issuers of comparable
U.S. companies. Foreign securities also may trade less frequently and with lower
volume and may exhibit greater price volatility than United States securities.

8
<PAGE>

H. TEMPORARY DEFENSIVE POSITION

Money market instruments usually have maturities of one year or less and fixed
rates of return. The money market instruments in which the Fund may invest
include U.S. Government Securities, commercial paper, time deposits, bankers
acceptances and certificates of deposit issued by domestic banks, corporate
notes and short-term bonds and money market mutual funds. The Fund may only
invest in money market mutual funds to the extent permitted by the 1940 Act.

I. YEAR 2000

The date change transition to the Year 2000 prompted concern that certain
computer systems may not process date-related information properly on and after
January 1, 2000. The Adviser and the Fund's administrator have addressed and
continue to monitor this Year 2000 issue and its possible impact on their
systems. The Fund's other service providers have informed the Fund that they are
taking similar measures. Services provided to the Fund or any companies in which
it invests could still be adversely affected by a computer's failure to
accurately process date related information and, therefore, may lower the value
of your shares. While no adverse consequences have yet arisen, or have been
reported to the Adviser or the Fund's administrator, there is still the
possibility that certain computer systems may not be able to process
date-related information at some point during the year.

2. INVESTMENT LIMITATIONS

Except as required by the 1940 Act or the Code, if any percentage restriction on
investment or utilization of assets is adhered to at the time an investment is
made, a later change in percentage resulting from a change in the market values
of the Fund's assets or purchases and redemptions of shares will not be
considered a violation of the limitation.

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<PAGE>

policy of the Fund may be changed by the Board without shareholder approval.

A. FUNDAMENTAL LIMITATIONS

The Fund has adopted the following investment limitations, which are fundamental
policies of the Fund. The Fund may not:

1. BORROWING

Borrow money, except that the Fund may enter into commitments to
purchase securities in accordance with its investment program,
including delayed-delivery and when-issued securities and reverse
repurchase agreements, provided that the total amount of any such
borrowing does not exceed 33 1/3% of the Fund's total assets.

2. CONCENTRATION

3. DIVERSIFICATION

With respect to 75% of the value of its total assets, purchase
securities, other than U.S. Government Securities, of any one issuer,
if: (1) more than 5% of the Fund's total assets taken at market value
would at the time of purchase be invested in the securities of that
issuer; or (2) such purchase would at the time of purchase cause the
Fund to hold more than 10% of the outstanding voting securities of that
issuer.

4. UNDERWRITING ACTIVITIES

5. MAKE LOANS

Make loans to other persons except for loans of portfolio securities
and except through the use of repurchase agreements and through the
purchase of debt securities which are otherwise permissible
investments.

6. PURCHASES AND SALES OF REAL ESTATE

7. PURCHASES AND SALES OF COMMODITIES

Purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent a Fund from purchasing or selling options and futures contracts
or from investing in securities or other instruments backed by physical
commodities).

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<PAGE>

8. ISSUANCE OF SENIOR SECURITIES

Issue any senior security (as defined in the 1940 Act), except that:
(1) the Fund may engage in transactions that may result in the issuance
of senior securities to the extent permitted under applicable
regulations and interpretations of the 1940 Act or an exemptive order;
(2) the Fund may acquire securities to the extent otherwise permitted
by its investment policies, the acquisition of which may result in the
issuance of a senior security, to the extent permitted under applicable
regulations or interpretations of the 1940 Act; and (3) subject to the
restrictions set forth above, the Fund may borrow money as authorized
by the 1940 Act.

B. NONFUNDAMENTAL LIMITATIONS

The Fund has adopted the following nonfundamental investment limitations that
may be changed by the Board without shareholder approval. The Fund may not:

1. BORROWING

Borrow money for temporary or emergency purposes in an amount exceeding
5% of the value of its total assets at the time when the loan is made;
provided that any such temporary or emergency borrowings representing
more than 5% of the Fund's total assets must be repaid before the Fund
may make additional investments

Purchase securities for investment while any borrowing equaling 5% or
more of the Fund's total assets is outstanding or borrow money, except
for temporary or emergency purposes (including the meeting of
redemption requests), in an amount exceeding 5% of the value of the
Fund's total assets.

2. PLEDGING

Pledge, mortgage or hypothecate its assets, except to secure permitted
indebtedness. The deposit in escrow of securities in connection with
the writing of put and call options, collateralized loans of securities
and collateral arrangements with respect to margin for futures
contracts are not deemed to be pledges or hypothecations for this
purpose.

3. INVESTMENTS IN OTHER INVESTMENT COMPANIES

4. MARGIN AND SHORT SELLING

Purchase securities on margin, or make short sales of securities
(except short sales against the box), except for the use of short-term
credit necessary for the clearance of purchases and sales of portfolio
securities, but the Fund may make margin deposits in connection with
permitted transactions in options, futures contracts and options on
futures contracts.

5. ILLIQUID SECURITIES

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<PAGE>

3. PERFORMANCE DATA AND ADVERTISING

A. PERFORMANCE DATA

The Fund may compare any of its performance information with:

o The performance of other mutual funds.

o The performance of recognized stock, bond and other indices, including
but not limited to the Standard & Poor's 500(R) Index, the Russell
2000(R) Index, the Russell MidcapTM Index, the Russell 1000(R) Value
Index, the Russell 2500(R) Index, the Morgan Stanley - Europe,
Australian and Far East Index, the Dow Jones Industrial Average, the
Salomon Brothers Bond Index, the Shearson Lehman Bond Index, U.S.
Treasury bonds, bills or notes and changes in the Consumer Price Index
as published by the U.S. Department of Commerce.

Performance information may be presented numerically or in a table, graph, or
similar illustration.

The Fund's performance will fluctuate in response to market conditions and other
factors.

B. PERFORMANCE CALCULATIONS

The Fund's performance may be quoted in terms of yield or total return. Table 1
in Appendix C includes performance information for the Fund.

1. SEC YIELD

Capital gains and losses generally are excluded from these calculations.

12
<PAGE>

calculations, the yield quoted for the Fund may differ from the rate of
distribution of income from the Fund over the same period or the rate of income
reported in the Fund's financial statements.

The yields of the Fund are not fixed or guaranteed, and an investment in the
Fund is not insured or guaranteed. Accordingly, yield information should not be
used to compare shares of the Fund with investment alternatives, which, like
money market instruments or bank accounts, may provide a fixed rate of interest.
Also, it may not be appropriate to compare a Fund's yield information directly
to similar information regarding investment alternatives that are insured or
guaranteed.

2. TOTAL RETURN CALCULATIONS

The Fund's total return shows its overall change in value, including changes in
share price and assuming all of the Fund's distributions are reinvested.

Total return figures may be based on amounts invested in a fund net of sales
charges that may be paid by an investor. A computation of total return that does
not take into account sales charges paid by an investor would be higher than a
similar computation that takes into account payment of sales charges. The Fund
does not charge a sales charge.

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<PAGE>

Average annual total return is calculated according to the following formula:

P(1+T)n = ERV

Because average annual returns tend to smooth out variations in the Fund's
returns, shareholders should recognize that they are not the same as actual
year-by-year results.

OTHER MEASURES OF TOTAL RETURN. Standardized total return quotes may be
accompanied by non-standardized total return figures calculated by alternative
methods.

The Fund may quote unaveraged or cumulative total returns that reflect
a Fund's performance over a stated period of time.

Total returns may be stated in their components of income and capital
(including capital gains and changes in share price) in order to
illustrate the relationship of these factors and their contributions to
total return.

Any total return may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments and/or a series of
redemptions over any time period. Total returns may be quoted with or without
taking into consideration a fund's front-end sales charge or contingent deferred
sales charge (if applicable).

Period total return is calculated according to the following formula:

PT = (ERV/P-1)

Where:
PT = period total return
The other definitions are the same as in average annual total
return above

C. OTHER MATTERS

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<PAGE>

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<PAGE>

4. MANAGEMENT

A. TRUSTEES AND OFFICERS

NAME, POSITION WITH THE TRUST, PRINCIPAL OCCUPATION(S) DURING
DATE OF BIRTH AND ADDRESS PAST 5 YEARS

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

John Y. Keffer*, Chairman and President Member and Director, Forum Financial Group, LLC (a mutual fund services
Born: July 15, 1942 holding company)
Two Portland Square Director, Forum Fund Services, LLC (Trust's underwriter)
Portland, ME 04101 Officer of six other investment companies for which Forum Financial Group,
LLC provides services

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

Costas Azariadas, Trustee Professor of Economics, University of California-Los Angeles
Born: February 15, 1943 Visiting Professor of Economics, Athens University of Economics and
Department of Economics Business 1998 - 1999
University of California Trustee of one other investment company for which Forum Financial Group,
Los Angeles, CA 90024 LLC provides services

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

James C. Cheng, Trustee President, Technology Marketing Associates
Born: July 26, 1942 (marketing company for small and medium size businesses in New England)
27 Temple Street Trustee of one other investment company for which Forum Financial Group,
Belmont, MA 02718 LLC provides services

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

Stephen J. Barrett, Vice President Manager of Client Services and Senior Relationship Manager,
Born: November 14, 1968 Financial Group, LLC since 1996
Two Portland Square Senior Product Manager, Fidelity Investments, 1994 - 1996
Portland, Maine 04101 Officer of four other investment companies for which Forum Financial Group,
LLC provides services

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

David I. Goldstein, Vice President Counsel and General Counsel, Forum Financial Group LLC
Born: August 3, 1961 Officer of five other investment companies for which Forum Financial Group,
Two Portland Square LLC provides services
Portland, ME 04101

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

Ronald H. Hirsch, Treasurer Managing Director, Operations/Finance and Operations/Sales, Forum
Born: October 14, 1943 Financial Group, LLC since 1999
Two Portland Square Member of the Board - Citibank Germany 1991 - 1998
Portland, ME 04101 Officer of six other investment companies for which Forum Financial Group,
LLC provides services

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

Leslie K. Klenk, Secretary Assistant Counsel and Counsel, Forum Financial Group, LLC since 1998
Born: August 24, 1964 Associate General Counsel, Smith Barney Inc. (brokerage firm) 1993 - 1998
Two Portland Square Officer of one other investment company for which Forum Financial Group,
Portland, ME 04101 LLC provides services

- -------------------------------------------- -----------------------------------------------------------------------------
</TABLE>

B. COMPENSATION OF TRUSTEES AND OFFICERS

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<PAGE>

by electronic communication). Trustees are also reimbursed for travel and
related expenses incurred in attending Board meetings. Mr. Keffer receives no
compensation (other than reimbursement for travel and related expenses) for his
service as Trustee of the Trust. No officer of the Trust is compensated by the
Trust but officers are reimbursed for travel and related expenses incurred in
attending Board meetings held outside of Portland, Maine.

Costas Azariadis $11,200 $0 $0 $18,500

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

James C. Cheng $12,700 $0 $0 $20,000

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

J. Michael Parish $12,700 $0 $0 $20,000

- ------------------------- ------------------ -------------- ---------------- ----------------------------------
</TABLE>

C. INVESTMENT ADVISER

1. SERVICES OF ADVISER

The Adviser serves as investment adviser to the Fund pursuant to an investment
advisory agreement (the "Agreement") with the Trust. Under the Agreement, the
Adviser furnishes at its own expense all services, facilities and personnel
necessary in connection with managing a Fund's investments and effecting
portfolio transactions for a Fund.

2. OWNERSHIP OF ADVISER

The Adviser is a privately-owned company controlled by Peter A. Vlachos.

3. FEES

The Adviser's fee is calculated as a percentage of the Fund's average net
assets. The fee is accrued daily by the Fund and is paid monthly based on
average net assets for the previous month.

4. OTHER PROVISIONS OF ADVISER'S AGREEMENT

The Agreement remains in effect for a period of one year from the date of its
effectiveness. Subsequently, the Agreement must be approved at least annually by
the Board or by majority vote of the shareholders, and in either case by a
majority of the Trustees who are not parties to the agreement or interested
persons of any such party.

The Agreement is terminable without penalty by the Trust regarding the Fund on
60 days' written notice when authorized either by vote of the Fund's
shareholders or by a majority vote of the Board, or by the Adviser on 60 days'
written notice to the Trust. The Agreement terminates immediately upon
assignment.

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<PAGE>

Under the Agreement, the Adviser is not liable for any error of judgment,
mistake of law, for any loss arising out of any investment, or in any event
whatsoever except for willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties under the agreement.

D. DISTRIBUTOR

1. DISTRIBUTOR; SERVICES AND COMPENSATION OF DISTRIBUTOR

FFS, the distributor (also known as principal underwriter) of the shares of the
Fund, is located at Two Portland Square, Portland, Maine 04101. FFS is a
registered broker-dealer and is a member of the National Association of
Securities Dealers, Inc. Prior to August 1, 1999, Forum Financial Services, Inc.
("FFSI") was the distributor of each Fund pursuant to similar terms and
compensation.

FFS, FAdS, FAcS and FSS are each controlled indirectly by Forum Financial Group,
LLC. John Y. Keffer controls forum Financial Group, LLC.

Under a distribution agreement with the Trust (the "Distribution Agreement"),
FFS acts as the agent of the Trust in connection with the offering of shares of
the Fund. FFS continually distributes shares of the Fund on a best effort basis.
FFS has no obligation to sell any specific quantity of Fund shares.

FFS may enter into agreements with selected broker-dealers, banks, or other
financial institutions for distribution of shares of the Fund. These financial
institutions may charge a fee for their services and may receive shareholders
service fees even though shares of the Fund are sold without sales charges or
distribution fees. These financial institutions may otherwise act as processing
agents, and will be responsible for promptly transmitting purchase, redemption
and other requests to the Fund.

Investors who purchase shares in this manner will be subject to the procedures
of the institution through whom they purchase shares, which may include charges,
investment minimums, cutoff times and other restrictions in addition to, or
different from, those listed herein. Information concerning any charges or
services will be provided to customers by the financial institution. Investors
purchasing shares of the Fund in this manner should acquaint themselves with
their institution's procedures and should read the Prospectus in conjunction
with any materials and information provided by their institution. The financial
institution and not its customers will be the shareholder of record, although
customers may have the right to vote shares depending upon their arrangement
with the institution.

FFS does not receive any compensation for distributing the Fund's shares. FFSI,
the Fund's distributor prior to August 1, 1999 also did not receive compensation
for distributing the Fund's shares.

2. OTHER PROVISIONS OF DISTRIBUTOR'S AGREEMENT

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<PAGE>

duties to a Fund, except for willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reason of reckless disregard of its
obligations and duties under the agreement.

E. OTHER FUND SERVICE PROVIDERS

1. ADMINISTRATOR

For its services, FAdS receives a fee from a Fund at an annual rate of 0.25% of
the average daily net assets of each Fund. The fee is accrued daily by the Fund
and is paid monthly based on average net assets for the previous month.

The Admin Agreement must be approved at least annually by the Board or by
majority vote of the shareholders, and in either case by a majority of the
Trustees who are not parties to the agreement or interested persons of any such
party. The Admin Agreement is terminable without penalty by the Trust or by FAdS
with respect to a Fund on 60 days' written notice.

Under the Admin Agreement, FAdS is not liable to the Trust or the Trust's
shareholders for any act or omission, except for willful misfeasance, bad faith
or gross negligence in the performance of its duties or by reason of reckless
disregard of its obligations and duties under the agreement. Under the
Agreement, FAdS and certain related parties (such as FAdS's officers and persons
who control FAdS) are indemnified by the Trust against any and all claims and
expenses related to FAdS's actions or omissions that are consistent with FAdS's
contractual standard of care.

Table 2 in Appendix B shows the dollar amount of the fees payable by the Funds
to FAdS, the amount of the fee waived by FAdS, and the actual fees received by
FAdS. The data are for the past three fiscal years.

2. FUND ACCOUNTANT

As fund accountant, pursuant to an accounting agreement with the Trust (the
"Accounting Agreement"), FAcS provides fund accounting services to the Fund.
These services include calculating the NAV per share of the Fund and preparing
the Fund's financial statements and tax returns.

For its services, FAcS receives a fee from the Fund at an annual rate of $36,000
and certain surcharges based upon the number and type of the Fund's portfolio
transactions and positions. The fee is accrued daily by the Fund and is paid
monthly based on the transactions and positions for the previous month.

19
<PAGE>

indemnified by the Trust against any and all claims and expenses related to
FAcS's actions or omissions that are consistent with FAcS's contractual standard
of care.

Under the Accounting Agreement, in calculating a Fund's NAV per share, FAcS is
deemed not to have committed an error if the NAV per share it calculates is
within 1/10 of 1% of the actual NAV per share (after recalculation). The
agreement also provides that FAcS will not be liable to a shareholder for any
loss incurred due to an NAV difference if such difference is less than or equal
1/2 of 1% or less than or equal to $10.00. In addition, FAcS is not liable for
the errors of others, including the companies that supply securities prices to
FAcS and the Fund.

Table 3 in Appendix B shows the dollar amount of the fees payable by the Fund to
FAcS, the amount of the fee waived by FAcS, and the actual fees received by
FAcS. The data are for the past three fiscal years.

3. TRANSFER AGENT

As transfer agent and distribution paying agent, pursuant to a transfer agent
agreement with the Trust (the "Transfer Agent Agreement"), FSS maintains an
account for each shareholder of record of the Fund and is responsible for
processing purchase and redemption requests and paying distributions to
shareholders of record. FSS is located at Two Portland Square, Portland, Maine
04101 and is registered as a transfer agent with the SEC.

For its services, FSS receives with respect to the Fund an annual fee of $12,000
plus $25 per shareholder account.

The Transfer Agent Agreement must be approved at least annually by the Board or
by majority vote of the shareholders, and in either case by a majority of the
Trustees who are not parties to the agreement or interested persons of any such
party. The Transfer Agent Agreement is terminable without penalty by the Trust
or by the Transfer Agent with respect to a Fund on 60 days' written notice.

Under the Transfer Agent Agreement, FSS is not liable for any act in the
performance of its duties to a Fund, except for willful misfeasance, bad faith
or gross negligence in the performance of its duties under the agreement. Under
the agreement, FSS and certain related parties (such as FSS's officers and
persons who control FSS) are indemnified by the Trust against any and all claims
and expenses related to FAdS's actions or omissions that are consistent with
FAdS's contractual standard of care.

Table 4 in Appendix B shows the dollar amount of the fees payable by the Fund to
FSS, the amount of the fee waived by FSS, and the actual fees received by FSS.
The data are for the past three fiscal years.

4. CUSTODIAN

As custodian, pursuant to an agreement with the Trust, Forum Trust, LLC
safeguards and controls the Fund's cash and securities, determines income and
collects interest on Fund investments. The Custodian may employ subcustodians to
provide custody of a Fund's domestic and foreign assets. The Custodian is
located at Two Portland Square, Portland, Maine 04101.

5. LEGAL COUNSEL

Seward & Kissel LLP, 1200 G Street, N.W., Washington, D.C. 20005 passes upon
legal matters in connection with the issuance of shares of the Trust.

20
<PAGE>

6. INDEPENDENT AUDITORS

5. PORTFOLIO TRANSACTIONS

A. HOW SECURITIES ARE PURCHASED AND SOLD

In the case of fixed income and equity securities traded in the over-the-counter
markets, there is generally no stated commission, but the price usually includes
an undisclosed commission or markup.

B. COMMISSIONS PAID

Table 5 in Appendix B shows the aggregate brokerage commissions with respect to
each Fund. The data presented are for the past three fiscal years.

C. ADVISER RESPONSIBILITY FOR PURCHASES AND SALES

The Adviser seeks "best execution" for all portfolio transactions. This means
that the Adviser seeks the most favorable price and execution available. The
Adviser's primary consideration in executing transactions for the Fund is prompt
execution of orders in an effective manner and at the most favorable price
available.

1. CHOOSING BROKER-DEALERS

21
<PAGE>

factors such as size of the order, difficulty of execution, efficiency of the
executing broker's facilities (including the research services described below)
and any risk assumed by the executing broker.

Consistent with applicable rules and the Adviser's duties, the Adviser may: (1)
consider sales of shares of the Fund as a factor in the selection of
broker-dealers to execute portfolio transactions for a Fund; and (2) take into
account payments made by brokers effecting transactions for a Fund (these
payments may be made to the Fund or to other persons on behalf of the Fund for
services provided to the Fund for which those other persons would be obligated
to pay.)

2. OBTAINING RESEARCH FROM BROKERS

Occasionally, the Adviser utilizes a broker and pay a slightly higher commission
than another broker may charge. The higher commission is paid because of the
Adviser's need for specific research, for specific expertise a firm may have in
a particular type of transaction (due to factors such as size or difficulty), or
for speed/efficiency in execution. Since most of the Adviser's brokerage
commissions for research are for economic research on specific companies or
industries, and since the Adviser is involved with a limited number of
securities, most of the commission dollars spent for industry and stock research
directly benefit the clients.

3. COUNTERPARTY RISK

4. TRANSACTIONS THROUGH AFFILIATES

The Adviser may effect brokerage transactions through affiliates of the Adviser
(or affiliates of those persons) pursuant to procedures adopted by the Trust.

22
<PAGE>

5. OTHER ACCOUNTS OF THE ADVISER

Investment decisions for the Fund are made independently from those for any
other account or investment company that is or may in the future become managed
by the Adviser or its affiliates. Investment decisions are the product of many
factors, including basic suitability for the particular client involved. Thus, a
particular security may be bought or sold for certain clients even though it
could have been bought or sold for other clients at the same time. Likewise, a
particular security may be bought for one or more clients when one or more
clients are selling the security. In some instances, one client may sell a
particular security to another client. In addition, two or more clients may
simultaneously purchase or sell the same security, in which event each day's
transactions in such security are, insofar as is possible, averaged as to price
and allocated between such clients in a manner which, in the Adviser's opinion,
is equitable to each and in accordance with the amount being purchased or sold
by each. There may be circumstances when purchases or sales of a portfolio
security for one client could have an adverse effect on another client that has
a position in that security. In addition, when purchases or sales of the same
security for a Fund and other client accounts managed by the Adviser occurs
contemporaneously, the purchase or sale orders may be aggregated in order to
obtain any price advantages available to large denomination purchases or sales.

6. PORTFOLIO TURNOVER

The frequency of portfolio transactions of the Fund (the portfolio turnover
rate) will vary from year to year depending on many factors. From time to time
the Fund may engage in active short-term trading to take advantage of price
movements affecting individual issues, groups of issues or markets. An annual
portfolio turnover rate of 100% would occur if all of the securities in the Fund
were replaced once in a period of one year. Higher portfolio turnover rates may
result in increased brokerage costs to a Fund and a possible increase in
short-term capital gains or losses.

D. SECURITIES OF REGULAR BROKER-DEALERS

From time to time the Fund may acquire and hold securities issued by its
"regular brokers and dealers" or the parents of those brokers and dealers. For
this purpose, regular brokers and dealers are the 10 brokers or dealers that:
(1) received the greatest amount of brokerage commissions during the Fund's last
fiscal year; (2) engaged in the largest amount of principal transactions for
portfolio transactions of the Fund during the Fund's last fiscal year; or (3)
sold the largest amount of the Fund's shares during the Fund's last fiscal year.
Table 6 in Appendix B lists the regular brokers and dealers of each fund whose
securities (or the securities of the parent company) were acquired during the
past fiscal year and the aggregate value of the Funds' holdings of those
securities as of the Funds' most recent fiscal year.

6. PURCHASE AND REDEMPTION INFORMATION

A. GENERAL INFORMATION

You may effect purchases or redemptions or request any shareholder privilege in
person at FSS's offices located at Two Portland Square, Portland, Maine 04101.

The Fund accepts orders for the purchase or redemption of shares on any weekday
except days when the New York Stock Exchange is closed.

Not all classes or funds of the Trust may be available for sale in the sate in
which you reside. Please check with your investment professional to determine a
class or fund's availability.

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<PAGE>

B. ADDITIONAL PURCHASE INFORMATION

The Fund reserves the right to refuse any purchase request.

Fund shares are normally issued for cash only. In the Adviser's discretion,
however, the Fund may accept portfolio securities that meet the investment
objective and policies of the Fund as payment for Fund shares. The Fund will
only accept securities that: (1) are not restricted as to transfer by law and
are not illiquid; and (2) have a value that is readily ascertainable (and not
established only by valuation procedures).

1. IRAS

All contributions into an IRA through the automatic investing service are
treated as IRA contributions made during the year the investment is received.

2. UGMAS/UTMAS

If the trustee's name is not in the account registration of a gift or transfer
to minor ("UGMA/UTMA") account, the investor must provide a copy of the trust
document.

3. PURCHASES THROUGH FINANCIAL INSTITUTIONS

You may not be eligible for certain shareholder services when you purchase
shares through a financial institution. Contact your institution for further
information. If you hold shares through a financial institution, the Fund may
confirm purchases and redemptions to the financial institution, which will
provide you with confirmations and periodic statements. The Fund is not
responsible for the failure of any financial institution to carry out its
obligations.

C. ADDITIONAL REDEMPTION INFORMATION

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<PAGE>

1. SUSPENSION OF RIGHT OF REDEMPTION

2. REDEMPTION-IN-KIND

D. NAV DETERMINATION

E. DISTRIBUTIONS

Distributions of net investment income will be reinvested at the Fund's NAV per
share as of the last day of the period with respect to which the distribution is
paid. Distributions of capital gain will be reinvested at the NAV per share of a
Fund on the payment date for the distribution. Cash payments may be made more
than seven days following the date on which distributions would otherwise be
reinvested.

7. TAXATION

The tax information set forth in the Prospectus and the information in this
section relates solely to U.S. federal income tax law and assumes that the Fund
qualifies as a regulated investment company (as discussed below). Such
information is only a summary of certain key federal income tax considerations
affecting each Fund and its shareholders that are not described in the
prospectus. No attempt has been made to present a complete explanation of the
federal tax treatment of the Fund or the implications to shareholders. The
discussions here and in the prospectus are not intended as substitutes for
careful tax planning.

This "Taxation" section is based on the Code and applicable regulations in
effect on the date hereof. Future legislative or administrative changes or court
decisions may significantly change the tax rules applicable to the Fund and
their shareholders. Any of these changes or court decisions may have a
retroactive effect.

ALL INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISOR AS TO THE FEDERAL, STATE,
LOCAL AND FOREIGN TAX PROVISIONS APPLICABLE TO THEM.

A. QUALIFICATION AS A REGULATED INVESTMENT COMPANY

25
<PAGE>

The tax year-end of the Fund is March 31 (the same as the Fund's fiscal year
end).

1. MEANING OF QUALIFICATION

As a regulated investment company, the Fund will not be subject to federal
income tax on the portion of its net investment company taxable income (such as
taxable interest, dividends, net short-term capital gains and other taxable
ordinary income, net of expenses) and net capital gain (that is, the excess of
net long-term capital gains over net short-term capital losses) that it
distributes to shareholders. In order to qualify to be taxed as a regulated
investment company a Fund must satisfy the following requirements:

o The Fund must derive at least 90% of its gross income from certain
types of income derived with respect to its business of investing in
securities.

o The Fund must satisfy the following asset diversification test at the
close of each quarter of the Fund's tax year: (1) at least 50% of the
value of the Fund's assets must consist of cash and cash items, U.S.
government securities, securities of other regulated investment
companies, and securities of other issuers (as to which the Fund has
not invested more than 5% of the value of the Fund's total assets in
securities of the issuer and as to which the Fund does not hold more
than 10% of the outstanding voting securities of the issuer); and (2)
no more than 25% of the value of the Fund's total assets may be
invested in the securities of any one issuer (other than U.S.
Government securities and securities of other regulated investment
companies), or in two or more issuers which the Fund controls and
which are engaged in the same or similar trades or businesses.

2. FAILURE TO QUALIFY

B. FUND DISTRIBUTIONS

The Fund anticipates distributing substantially all of its investment company
taxable income for each tax year. These distributions are taxable to you as
ordinary income. A portion of these distributions may qualify for the 70%
dividends-received deduction for corporate shareholders.

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<PAGE>

All distributions by the Fund will be treated in the manner described above
regardless of whether the distribution is paid in cash or reinvested in
additional shares of the Fund (or of another Fund). If you receive a
distribution in the form of additional shares, you will be treated as receiving
a distribution in an amount equal to the fair market value of the shares
received, determined as of the reinvestment date.

You may purchase shares whose net asset value at the time reflects undistributed
net investment income or recognized capital gain, or unrealized appreciation in
the value of the assets of the Fund. Distributions of these amounts are taxable
to you in the manner described above, although the distribution economically
constitutes a return of capital to you.

Ordinarily, you are required to take distributions by the Fund into account in
the year in which they are made. A distribution declared in October, November or
December of any year and payable to shareholders of record on a specified date
in those months, however, is deemed to be received by you (and made by the Fund)
on December 31 of that calendar year if the distribution is actually paid in
January of the following year.

You will be advised annually as to the U.S. federal income tax consequences of
distributions made (or deemed made) to them during the year.

C. CERTAIN TAX RULES APPLICABLE TO THE FUND'S TRANSACTIONS

For federal income tax purposes, when put and call options purchased by the Fund
expire unexercised, the premiums paid by the Fund give rise to short- or
long-term capital losses at the time of expiration (depending on the length of
the respective exercise periods for the options). When put and call options
written by the Fund expire unexercised, the premiums received by the Fund give
rise to short-term capital gains at the time of expiration. When the Fund
exercises a call, the purchase price of the underlying security is increased by
the amount of the premium paid by the Fund. When the Fund exercises a put, the
proceeds from the sale of the underlying security are decreased by the premium
paid. When a put or call written by the Fund is exercised, the purchase price
(selling price in the case of a call) of the underlying security is decreased
(increased in the case of a call) for tax purposes by the premium received.

Certain listed options, regulated futures contracts and forward currency
contracts are considered "Section 1256 contracts" for federal income tax
purposes. Section 1256 contracts held by the Fund at the end of each tax year
are "marked to market" and treated for federal income tax purposes as though
sold for fair market value on the last business day of the tax year. Gains or
losses realized by the Fund on Section 1256 contracts generally are considered
60% long-term and 40% short-term capital gains or losses. The Fund can elect to
exempt its Section 1256 contracts, which are part of a "mixed straddle" (as
described below) from the application of Section 1256.

27
<PAGE>

short-term capital loss; (4) losses recognized with respect to certain straddle
positions which would otherwise constitute short-term capital losses be treated
as long-term capital losses; and (5) the deduction of interest and carrying
charges attributable to certain straddle positions may be deferred. Various
elections are available to the Fund, which may mitigate the effects of the
straddle rules, particularly with respect to mixed straddles. In general, the
straddle rules described above do not apply to any straddles held by the Fund
all of the offsetting positions of which consist of Section 1256 contracts.

D. FEDERAL EXCISE TAX

A 4% non-deductible excise tax is imposed on a regulated investment company that
fails to distribute in each calendar year an amount equal to: (1) 98% of its
ordinary taxable income for the calendar year; and (2) 98% of its capital gain
net income for the one-year period ended on October 31 of the calendar year. The
balance of the Fund's income must be distributed during the next calendar year.
The Fund will be treated as having distributed any amount on which it is subject
to income tax for any tax year.

For purposes of calculating the excise tax, the Fund: (1) reduces its capital
gain net income (but not below its net capital gain) by the amount of any net
ordinary loss for the calendar year and (2) excludes foreign currency gains and
losses incurred after October 31 of any year in determining the amount of
ordinary taxable income for the current calendar year. The Fund will include
foreign currency gains and losses incurred after October 31 in determining
ordinary taxable income for the succeeding calendar year.

The Fund intends to make sufficient distributions of its ordinary taxable income
and capital gain net income prior to the end of each calendar year to avoid
liability for the excise tax. Investors should note, however, that the Fund
might in certain circumstances be required to liquidate portfolio investments to
make sufficient distributions to avoid excise tax liability.

E. SALE OR REDEMPTION OF SHARES

In general, a shareholder will recognize gain or loss on the sale or redemption
of shares of the Fund in an amount equal to the difference between the proceeds
of the sale or redemption and the shareholder's adjusted tax basis in the
shares. All or a portion of any loss so recognized may be disallowed if the
shareholder purchases (for example, by reinvesting dividends) other shares of
the Fund within 30 days before or after the sale or redemption (a so called
"wash sale"). If disallowed, the loss will be reflected in an upward adjustment
to the basis of the shares purchased. In general, any gain or loss arising from
the sale or redemption of shares of the Fund will be considered capital gain or
loss and will be long-term capital gain or loss if the shares were held for
longer than one year. Any capital loss arising from the sale or redemption of
shares held for six months or less, however, is treated as a long-term capital
loss to the extent of the amount of capital gain distributions received on such
shares. In determining the holding period of such shares for this purpose, any
period during which a shareholder's risk of loss is offset by means of options,
short sales or similar transactions is not counted. Capital losses in any year
are deductible only to the extent of capital gains plus, in the case of a
noncorporate taxpayer, $3,000 of ordinary income.

F. WITHHOLDING TAX

The Fund will be required in certain cases to withhold and remit to the U.S.
Treasury 31% of distributions, and the proceeds of redemptions of shares, paid
to any shareholder: (1) who has failed to provide its correct taxpayer
identification number; (2) who is subject to backup withholding by the IRS for
failure to report the receipt of interest or dividend income properly; or (3)
who has failed to certify to the Fund that it is not subject to backup
withholding or that it is a corporation or other "exempt recipient." Backup
withholding is not an additional tax; any amounts so withheld may be credited
against a shareholder's federal income tax liability or refunded.

28
<PAGE>

G. FOREIGN SHAREHOLDERS

Taxation of a shareholder who under the Code is a nonresident alien individual,
foreign trust or estate, foreign corporation, or foreign partnership ("foreign
shareholder"), depends on whether the income from the Fund is "effectively
connected" with a U.S. trade or business carried on by the foreign shareholder.

If the income from the Fund is not effectively connected with a U.S. trade or
business carried on by a foreign shareholder, distributions of ordinary income
(an short-term capital gains) paid to a foreign shareholder will be subject to
U.S. withholding tax at the rate of 30% (or lower applicable treaty rate) upon
the gross amount of the distribution. The foreign shareholder generally would be
exempt from U.S. federal income tax on gain realized on the sale of shares of
the Fund and distributions of net capital gain from the Fund and amounts
retained by the Fund.

The tax consequences to a foreign shareholder entitled to claim the benefits of
an applicable tax treaty might be different from those described herein.

H. STATE AND LOCAL TAXES

8. OTHER MATTERS

A. THE TRUST AND ITS SHAREHOLDERS

1. GENERAL INFORMATION

Forum Funds was organized as a business trust under the laws of the State of
Delaware on August 29, 1995. On January 5, 1996 the Trust succeeded to the
assets and liabilities of Forum Funds, Inc.

29
<PAGE>

(1) The Trust offers shares of beneficial interest in an institutional,
institutional service, and investor share class of these series.

The Trust and each Fund will continue indefinitely until terminated.

2. SERIES AND CLASSES OF THE TRUST

3. SHAREHOLDER VOTING AND OTHER RIGHTS

Each share of each series of the Trust and each class of shares has equal
dividend, distribution, liquidation and voting rights, and fractional shares
have those rights proportionately, except that expenses related to the
distribution of the shares of each class (and certain other expenses such as
transfer agency, shareholder service and administration expenses) are borne
solely by those shares and each class votes separately with respect to the
provisions of any Rule 12b-1 plan which pertains to the class and other matters
for which separate class voting is appropriate under applicable law. Generally,
shares will be voted separately by individual series except if: (1) the 1940 Act
requires shares to be voted in the aggregate and not by individual series; and
(2) when the Trustees determine that the matter affects more than one series and
all affected series must vote. The Trustees may also determine that a matter
only affects certain classes of the Trust and thus only those classes are
entitled to vote on the matter. Delaware law does not require the Trust to hold
annual meetings of shareholders, and it is anticipated that shareholder meetings
will be held only when specifically required by federal or state law. There are
no conversion or preemptive rights in connection with shares of the Trust.

All shares, when issued in accordance with the terms of the offering, will be
fully paid and nonassessable.

30
<PAGE>

4. CERTAIN REORGANIZATION TRANSACTIONS

B. FUND OWNERSHIP

PERCENTAGE OF SHARES
FUND (OR TRUST) OWNED
The Trust N/A
Austin Global Equity Fund N/A

Also as of that date, certain shareholders of record owned 5% or more of a class
of shares of the Fund. Shareholders known by a Fund to own beneficially 5% or
more of a class of shares of the Fund are listed in Table 7 in Appendix B.

C. LIMITATIONS ON SHAREHOLDERS' AND TRUSTEES' LIABILITY

Delaware law provides that Fund shareholders are entitled to the same
limitations of personal liability extended to stockholders of private
corporations for profit. In the past, the Trust believes that the securities
regulators of some states, however, have indicated that they and the courts in
their state may decline to apply Delaware law on this point. The Forum Funds'
Trust Instrument (the document that governs the operation of the Trust contains
an express disclaimer of shareholder liability for the debts, liabilities,
obligations and expenses of the Trust. The Trust Instrument provides for
indemnification out of each series' property of any shareholder or former
shareholder held personally liable for the obligations of the series. The Trust
Instrument also provides that each series shall, upon request, assume the
defense of any claim made against any shareholder for any act or obligation of
the series and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which Delaware law does not apply, no contractual limitation of
liability was in effect, and the portfolio is unable to meet its obligations.
FAdS believes that, in view of the above, there is no risk of personal liability
to shareholders.

The Trust Instrument provides that the Trustees shall not be liable to any
person other than the Trust and its shareholders. In addition, the Trust
Instrument provides that the Trustees shall not be liable for any conduct
whatsoever, provided that a Trustee is not protected against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office.

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<PAGE>

D. REGISTRATION STATEMENT

FINANCIAL STATEMENTS

The financial statements of Austin Global Equity Fund for the year ended March
31, 1999, which are included in the Annual Report to Shareholders of each Fund,
are incorporated herein by reference. These financial statements only include
the schedules of investments, statements of assets and liabilities, statements
of operations, statements of changes in net assets, financial highlights, notes
and independent auditors' reports.

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APPENDIX A - DESCRIPTION OF SECURITIES RATINGS

A. CORPORATE BONDS (INCLUDING CONVERTIBLE BONDS)

1. MOODY'S INVESTORS SERVICE

AA Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present, which make the long-term risk,
appear somewhat larger than the Aaa securities.

C Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

NOTE
Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates
a ranking in the lower end of that generic rating category.

A-1
<PAGE>

2. STANDARD AND POOR'S CORPORATION

AAA An obligation rated AAA has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

AA An obligation rated AA differs from the highest-rated obligations only
in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.

A An obligation rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor's capacity
to meet its financial commitment on the obligation is still strong.

CC An obligation rated CC is currently highly vulnerable to nonpayment.

C The C rating may be used to cover a situation where a bankruptcy
petition has been filed or similar action has been taken, but payments
on this obligation are being continued.

NOTE Plus (+) or minus (-). The ratings from AA to CCC may be modified by
the addition of a plus or minus sign to show relative standing within
the major rating categories.

A-2
<PAGE>

risk-such as interest-only or principal-only mortgage securities; and
obligations with unusually risky interest terms, such as inverse
floaters.

3. DUFF & PHELPS CREDIT RATING CO.

AAA Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA+
AA High credit quality. Protection factors are strong. Risk is modest but
may vary slightly from time to time because of economic conditions.

A+
A,A- Protection factors are average but adequate. However, risk factors
are more variable in periods of greater economic stress.

BBB+
BBB
BBB- Below-average protection factors but still considered sufficient for
prudent investment. Considerable variability in risk during economic
cycles.

B+
B,B- Below investment grade and possessing risk that obligations will not
be met when due. Financial protection factors will fluctuate widely
according to economic cycles, industry conditions and/or company
fortunes. Potential exists for frequent changes in the rating within
this category or into a higher or lower rating grade.

DD Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or interest payments.

DP Preferred stock with dividend arrearages.

4. FITCH IBCA, INC.

INVESTMENT GRADE

A-3
<PAGE>

SPECULATIVE GRADE

CCC
CC,C High default risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon sustained,
favorable business or economic developments. A `CC' rating indicates
that default of some kind appears probable. `C' ratings signal imminent
default.

DDD
DD,D Default. Securities are not meeting current obligations and are
extremely speculative. `DDD' designates the highest potential for
recovery of amounts outstanding on any securities involved. For U.S.
corporates, for example, `DD' indicates expected recovery of 50% - 90%
of such outstandings, and `D' the lowest recovery potential, i.e.
below 50%.

B. PREFERRED STOCK

1. MOODY'S INVESTORS SERVICE

AA An issue which is rated "aa" is considered a high- grade preferred
stock. This rating indicates that there is a reasonable assurance the
earnings and asset protection will remain relatively well maintained in
the foreseeable future.

A-4
<PAGE>

CAA An issue which is rated "caa" is likely to be in arrears on dividend
payments. This rating designation does not purport to indicate the
future status of payments.

CA An issue which is rated "ca" is speculative in a high degree and is
likely to be in arrears on dividends with little likelihood of eventual
payments.

C This is the lowest rated class of preferred or preference stock. Issues
so rated can thus be regarded as having extremely poor prospects of
ever attaining any real investment standing.

2. STANDARD & POOR'S

AAA This is the highest rating that may be assigned by Standard & Poor's to
a preferred stock issue and indicates an extremely strong capacity to
pay the preferred stock obligations.

BB
B,CCC Preferred stock rated BB, B, and CCC is regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay
preferred stock obligations. BB indicates the lowest degree of
speculation and CCC the highest. While such issues will likely have
some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

CC The rating CC is reserved for a preferred stock issue that is in
arrears on dividends or sinking fund payments, but that is currently
paying.

C A preferred stock rated C is a nonpaying issue.

D A preferred stock rated D is a nonpaying issue with the issuer in
default on debt instruments.

A-5
<PAGE>

C. SHORT TERM RATINGS

1. MOODY'S INVESTORS SERVICE

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

PRIME-2 Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to
a lesser degree. Earnings trends and coverage ratios, while sound, may
be more subject to variation. Capitalization characteristics, while
still appropriate, may be more affected by external conditions. Ample
alternate liquidity is maintained.

NOT
PRIME Issuers rated Not Prime do not fall within any of the Prime rating
categories.

2. STANDARD AND POOR'S

A-1 A short-term obligation rated A-1 is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial
commitment on the obligation is strong. Within this category, certain
obligations are designated with a plus sign (+). This indicates that
the obligor's capacity to meet its financial commitment on these
obligations is extremely strong.

A-2 A short-term obligation rated A-2 is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions
than obligations in higher rating categories. However, the obligor's
capacity to meet its financial commitment on the obligation is
satisfactory.

A-6
<PAGE>

3. FITCH IBCA, INC.

F1 Obligations assigned this rating have the highest capacity for timely
repayment under Fitch IBCA's national rating scale for that country,
relative to other obligations in the same country. This rating is
automatically assigned to all obligations issued or guaranteed by the
sovereign state. Where issues possess a particularly strong credit
feature, a "+" is added to the assigned rating.

F2 Obligations supported by a strong capacity for timely repayment
relative to other obligors in the same country. However, the relative
degree of risk is slightly higher than for issues classified as `A1'
and capacity for timely repayment may be susceptible to adverse changes
in business, economic, or financial conditions.

F3 Obligations supported by an adequate capacity for timely repayment
relative to other obligors in the same country. Such capacity is more
susceptible to adverse changes in business, economic, or financial
conditions than for obligations in higher categories.

C Obligations for which there is a high risk of default to other obligors
in the same country or which are in default.

A-7
<PAGE>

APPENDIX B - MISCELLANEOUS TABLES

TABLE 1 - INVESTMENT ADVISORY FEES

The following table shows the dollar amount of fees payable to the Adviser with
respect to the Fund, the amount of fee that was waived by the Adviser, if any,
and the actual fee received by the Adviser.
<TABLE>
<S> <C> <C> <C>
ADVISORY FEE PAYABLE ADVISORY FEE WAIVED ADVISORY FEE RETAINED
AUSTIN GLOBAL EQUITY FUND
Year Ended March 31, 1999 $274,672 $0 $274,672
Year Ended March 31, 1998 $195,053 $24,463 $170,590
Year Ended March 31, 1997 $118,156 $69,562 $48,594

TABLE 2 - ADMINISTRATION FEES

The following table shows the dollar amount of fees payable to FAdS with respect
to the Fund, the amount of fee that was waived by FAdS, if any, and the actual
fee received by FAdS.

ADMINISTRATION FEE ADMINISTRATION FEE WAIVED ADMINISTRATION FEE
AUSTIN GLOBAL EQUITY FUND PAYABLE RETAINED

Year Ended March 31, 1999 $45,779 $0 $45,779
Year Ended March 31, 1998 $32,509 $0 $32,509
Year Ended March 31, 1997 $19,693 $0 $19,693

TABLE 3 - ACCOUNTING FEES

The following table shows the dollar amount of fees payable to FAcS with respect
to the Fund, the amount of fee that was waived by FAcS, if any, and the actual
fee received by FAcS.

ACCOUNTING FEE PAYABLE ACCOUNTING FEE WAIVED ACCOUNTING FEE
AUSTIN GLOBAL EQUITY FUND RETAINED

Year Ended March 31, 1999 $36,000 $0 $36,000
Year Ended March 31, 1998 $36,000 $0 $36,000
Year Ended March 31, 1997 $27,000 $0 $27,000

TABLE 4 - TRANSFER AGENCY FEES

The following table shows the dollar amount of fees payable to FSS with respect
to the Fund, the amount of fee that was waived by FSS, if any, and the actual
fee received by FSS.

TRANSFER AGENCY FEE TRANSFER AGENCY FEE TRANSFER AGENCY FEE
AUSTIN GLOBAL EQUITY FUND PAYABLE WAIVED RETAINED

Year Ended March 31, 1999 $19,647 $0 $19,647
Year Ended March 31, 1998 $25,482 $0 $25,482
Nine Months Ended March 31, 1997 $20,781 $0 $20,781

B-1
<PAGE>

TABLE 5 - COMMISSIONS

MARCH 31, 1999 MARCH 31, 1998 MARCH 31, 1997
AUSTIN GLOBAL EQUITY FUND $26,205 $19,974 $11,976
</TABLE>

TABLE 6 - SECURITIES OF REGULAR BROKERS OR DEALERS

REGULAR BROKER DEALER VALUE HELD

Dreyfus Cash Management $250,000

TABLE 7 - 5% SHAREHOLDERS

The following table lists the persons who owned of record 5% or more of the
outstanding shares of the Fund as of July 1, 1999.

NAME AND ADDRESS SHARES % OF FUND

Bear Stearns Securities Corp.
1 Metrotech Center North
Brooklyn, NY 11201 338,239.731 23.84

B-2
<PAGE>

APPENDIX C - PERFORMANCE DATA

TABLE 1 - TOTAL RETURNS

The average annual total return without sales charges of the Fund for the period
ended March 31, 1999, was as follows.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
CALENDAR SINCE INCEPTION
AUSTIN GLOBAL EQUITY ONE MONTH THREE MONTHS YEAR TO DATE ONE YEAR THREE YEARS FIVE YEARS (ANNUALIZED)
FUND
2.73% (0.36)% (0.36)% 9.51% 18.46% 17.08% 15.77%
</TABLE>

C-1
<PAGE>