FORUM FUNDS
497, 2000-12-04
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FORUM
FUNDS

                                                PROSPECTUS


                                                OCTOBER 1, 2000
                                                (AS AMENDED NOVEMBER 15, 2000)


                                                EQUITY INDEX FUND

Equity Index Fund seeks to duplicate
the  return of the Standard & Poor's(R)
500 Composite Stock Index.

The Fund does not pay Rule 12b-1
(distribution) fees.

THE SECURITIES AND EXCHANGE COMMISSION
HAS NOT APPROVED OR  DISAPPROVED THE
FUND'S SHARES OR DETERMINED WHETHER
THIS PROSPECTUS IS ACCURATE OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.






                                   [Picture]





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TABLE OF CONTENTS

RISK/RETURN SUMMARY                                                         2


PERFORMANCE                                                                 3


FEE TABLES                                                                  4


INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES

AND PRINCIPAL RISKS                                                         5


MANAGEMENT                                                                  5


YOUR ACCOUNT                                                                7

          HOW TO CONTACT THE FUND                                           7
          GENERAL INFORMATION                                               7
          BUYING SHARES                                                     7
          SELLING SHARES                                                    9
          SALES CHARGES                                                    10
          EXCHANGE PRIVILEGES                                              11
          RETIREMENT ACCOUNTS                                              11


OTHER INFORMATION                                                          12


FINANCIAL HIGHLIGHTS                                                       13


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RISK/RETURN SUMMARY

INVESTMENT OBJECTIVE

Equity  Index Fund (the  "Fund")  seeks to  duplicate  the return of the S&P 500
Index.

PRINCIPAL INVESTMENT STRATEGY

The  Fund  invests  substantially  all of it  assets  in  Index  Portfolio  (the
"Portfolio"),  a series of another  mutual  fund.  The  Portfolio  and Fund have
substantially similar investment objectives and investment policies. Through its
investment in the Portfolio, the Fund invests in substantially all of the common
stocks listed on the S&P 500 Index.

CONCEPTS TO UNDERSTAND

COMMON STOCK means an equity or ownership interest in a company.

STANDARD & POOR'S(R)  500  COMPOSITE  INDEX ("S&P 500 INDEX") means an unmanaged
index  composed of common  stocks of 500 publicly  traded  large  capitalization
companies.

PRINCIPAL RISKS OF INVESTING IN THE FUND

The principal  risk of an investment in the Fund is that your  investment in the
Fund will lose value if the S&P 500 Index loses value.

An  investment  in the Fund is not a  deposit  of a bank and is not  insured  or
guaranteed  by  the  Federal   Deposit   Insurance   Corporation  or  any  other
governmental  agency. You could lose money on your investment in the Fund or the
Fund could underperform other investments.

WHO MAY WANT TO INVEST IN THE FUND

The Fund may be appropriate for you if you:
o    Are willing to tolerate significant changes in the value of your investment
o    Are pursuing a long-term goal
o    Are willing to accept higher short-term risk

The Fund may not be appropriate for you if you:

o    Want an investment that pursues market trends or focuses only on particular
     sectors or industries
o    Need regular income or stability of principal
o    Are pursuing a short-term goal or investing emergency reserves






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                                                                     FORUM FUNDS
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PERFORMANCE

The following  chart and table provide some indication of the risks of investing
in the Fund by showing the Fund's  return  compared to a broad measure of market
performance.   Performance  information  presented  here  represents  only  past
performance and does not necessarily indicate future results.

The  following  chart shows the annual total return for each full  calendar year
that the Fund has  operated.  The chart does not reflect  sales  charges and, if
reflected, the returns would be less than shown.

[EDGAR Representation of Bar Chart]

1998    28.86%
1999    20.79%

The calendar year-to-date total return as of June 30, 2000 was -0.51%.

During the periods shown in the chart,  the highest  quarterly return was 21.13%
(for the quarter ended  December 31, 1998) and the lowest  quarterly  return was
-9.54% (for the quarter ended September 30, 1998).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1999 to the S&P 500 Index.

YEAR(S)                              EQUITY INDEX FUND             S&P 500 INDEX
1  Year                                  15.96%                       21.04%
Since Inception (12/24/97)               24.04%                       27.05%

The S&P 500  Index is a market  index of  common  stocks.  The S&P 500  Index is
unmanaged and reflects reinvestment of all dividends paid by the stocks included
in the index.  Unlike the  performance  figures of the Fund, the S&P 500 Index's
performance does not reflect the effect of expenses.











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FEE TABLES

The following tables describe the various fees and expenses that you will pay if
you invest in the Fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
     Maximum Sales Charge (Load) Imposed on
      Purchase(as a percentage of the offering price)                   4.00%
     Maximum Sales Charge (Load) Imposed on                              None
      Reinvested Distributions
     Maximum Deferred Sales Charge (Load)
      (as a percentage of amount redeemed)                              1.00%(1)
     Redemption Fee                                                      None
     Exchange Fee                                                        None

(1)  Applicable only on purchases of $1 million or more.

     ANNUAL FUND OPERATING EXPENSES(2)
     (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
     Management Fees                                                    0.15%
     Distribution (12b-1) Fees                                          None
     Other Expenses                                                     0.93%
     TOTAL ANNUAL FUND OPERATING EXPENSES(3)                            1.08%

(2)  Based on amounts incurred during the Fund's fiscal year ended May 31, 2000,
     stated as a percentage of assets.  The Fund's expenses include its pro rata
     share of the Portfolio's expenses.

(3)  Certain service providers voluntarily waived a portion of their fees and/or
     reimbursed certain expenses of the Fund so that Total Annual Fund Operating
     Expenses did not exceed 0.25%.  Fee waivers and/or  expense  reimbursements
     may be reduced or eliminated at any time.

EXAMPLE

The following is a hypothetical example intended to help you compare the cost of
investing  in the  Fund to the cost of  investing  in other  mutual  funds.  The
example  assumes  that you  invest  $10,000  in the  Fund  for the time  periods
indicated,  you pay the maximum  sales charge and then redeem all of your shares
at the end of those periods. The example also assumes that your investment has a
5% annual return,  that the Fund's  operating  expenses  remain as stated in the
above table and that  distributions  are reinvested.  Although your actual costs
may be higher or lower, based on these assumptions your costs would be:

     1 YEAR              3 YEARS           5 YEARS           10 YEARS
      $506                 $730             $972              $1,664











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INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND PRINCIPAL RISKS
INVESTMENT OBJECTIVE

The Fund seeks to duplicate the return of the S&P 500 Index.

INVESTMENT STRATEGIES

THE ADVISER'S PROCESS Wells Fargo Bank, N.A. ("WFB"), the Portfolio's investment
adviser,  and Wells  Capital  Management  ("WCM"),  the  Portfolio's  investment
subadviser, generally executes portfolio transactions to:

o    replicate the composition and total rate of return, before expenses, of the
     S&P 500 Index
o    invest cash received from portfolio security dividends or investments in
     the Fund
o    raise cash to fund redemptions

INVESTMENT  POLICIES  The Fund is a  "gateway"  fund in a "Core and  Gateway(R)"
structure.  The Fund invests substantially all of its assets in the Portfolio, a
series of Wells Fargo Core Trust ("Wells Core Trust"),  another mutual fund. The
Fund  and  Portfolio  have  substantially   similar  investment  objectives  and
policies.   The  Fund  invests  in  the  Portfolio  to  enhance  its  investment
opportunities and reduce its operating expenses by sharing the costs of managing
a large pool of assets.

Through its investment in the Portfolio,  the Fund invests in substantially  all
of the  common  stocks  listed  on the S&P 500  Index.  The  Portfolio  seeks to
replicate  the total rate of return of the S&P 500 Index and attempts to achieve
a 95% correlation  between its own investment results (before expenses) and that
of  the  S&P  500  Index.  This  correlation  is  sought  regardless  of  market
conditions.

A precise  duplication  of the  performance of the S&P 500 Index is not feasible
because the Portfolio's  performance may be affected by, among other things, the
Portfolio's   expenses,   transaction   costs  and  shareholder   purchases  and
redemptions.

TEMPORARY  DEFENSIVE  POSITION In response to adverse market,  economic or other
conditions, the Fund and the Portfolio may assume a temporary defensive position
and invest  without  limit in cash and high  quality  cash  equivalents  such as
commercial paper and money market instruments. During such periods, the Fund and
the Portfolio may be unable to achieve their investment objective.

INVESTMENT RISKS

GENERAL The Fund's net asset value and total  return will  fluctuate  based upon
changes in the value of the Portfolio and the  securities in which the Portfolio
invests.  The market value of  securities  in which the  Portfolio  and the Fund
invests is based upon the market's perception of value and is not necessarily an
objective  measure of the  securities'  value.  There is no  assurance  that the
Portfolio or the Fund will achieve its  investment  objective.  An investment in
the Fund is not by itself a complete or balanced investment program.

Since the Fund seeks to replicate the  performance  of the S&P 500 Index through
its  investment in the  Portfolio,  your  investment  will lose value during the
periods when the S&P 500 Index loses value.

The Fund may withdraw its entire  investment  from the  Portfolio at any time if
the Board of Trustees of Forum Funds (the  "Board")  decides it is in the Fund's
best  interests  to do  so.  The  inability  of the  Fund  to  find  a  suitable
replacement investment could adversely affect your investment in the Fund.

MANAGEMENT

The Fund is a series of Forum  Funds  (the  "Trust"),  an  open-end,  management
investment  company (mutual fund).  The business of the Trust and of the Fund is
managed  under the  direction  of the Board.  The Board  formulates  the general
policies of the Fund and meets  periodically  to review the Fund's  performance,
monitor investment  activities and practices and discuss other matters affecting
the Fund.  Additional  information  regarding the Board,  as well as the Trust's
executive  officers,  may be found in the  Statement of  Additional  Information
("SAI").

THE ADVISER

Wells Fargo Bank, N.A.("WFB"), 525 Market Street, San Francisco,  California, is
the  Portfolio's  investment  adviser.  WFB provides  portfolio  management  and
fundamental security analysis services for the Portfolio.  WFB, founded in 1852,
is the oldest bank in the western  United States and is one of the largest banks
in the United States. WFB is a wholly owned subsidiary of Wells Fargo & Company,
a national bank holding company.

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Subject to the general control of the Board of Trustees of Wells Core Trust, WFB
makes  investment  decisions for the Portfolio.  WFB receives an advisory fee of
0.15% of the average  daily net assets of the  Portfolio.  For the Fund's fiscal
year ending May 31, 2000,  WFB waived a portion of its fee and only  received an
advisory fee of 0.10%.  The Fund pays WFB its pro rata share of the  Portfolio's
advisory fee, which is based on the percentage of the Portfolio's assets held by
the Fund.

As of June 30, 2000, WFB and its affiliates  provided advisory services for over
$160 billion in assets.

Wells Capital Management ("WCM"), 525 Market Street, San Francisco,  California,
is the Portfolio's  investment  subadviser and is responsible for the day-to-day
investment  management  activities  of  the  Portfolio.  WCM is a  wholly  owned
subsidiary  of WFB.  WCM  receives  a fee  from  WFB and not the  Portfolio  for
advisory services provided to the Portfolio.

As of June 30,  2000,  WCM  provided  advisory  services  of over $80 billion in
assets.

PORTFOLIO MANAGERS

David D. Sylvester and Laurie R. White have been  responsible for the day-to-day
management  of the  Portfolio  since 1996.  Each  portfolio  manager's  business
experience is as follows:

DAVID D.  SYLVESTER  Executive  Vice  President of Liquidity  Investments of WCM
since  1998.  Mr.  Sylvester  has  been  with  Wells  Fargo  &  Company  and its
predecessors  in an  investment  management  capacity  for  over 20  years.  Mr.
Sylvester  has  nearly 25 years of  investment  experience.  He  specializes  in
portfolio and securities  analysis,  fixed-income trading and the ability to add
stability and safety through  maximizing fund  diversification.  He also manages
structured  and  derivative  securities  and  institutional  and personal  trust
assets. Mr. Sylvester attended the University of Detroit-Mercy.

LAURIE R. WHITE  Principal for the Liquidity  Investments  of WCM. Ms. White has
been with Wells Fargo & Company and its  predecessors  since 1991. Ms. White has
14 years of investment experience.  Ms. White specializes in managing short-term
securities,  along with structured and derivative  securities and  institutional
and personal trust assets.  Ms. White received a B.A. in Political  Science from
Carleton College and an M.B.A. from the University of Minnesota.

OTHER SERVICE PROVIDERS

Forum Financial  Group,  LLC and its affiliates  (collectively  "Forum") provide
services to the Fund. As of June 30, 2000,  Forum  provided  administration  and
distribution  services to investment  companies and collective  investment funds
with assets of approximately $120 billion.

Forum Fund Services, LLC, a registered  broker-dealer and member of the National
Association  of  Securities  Dealers,   Inc.,  is  the  distributor   (principal
underwriter) of the Fund's shares. The distributor acts as the representative of
the Trust in connection with the offering of the Fund's shares.  The distributor
may enter  into  arrangements  with  banks,  broker-dealers  or other  financial
institutions  through which  investors may purchase or redeem shares and may, at
its own expense,  compensate persons who provide services in connection with the
sale or expected sale of the Fund's shares.

Forum Administrative Services, LLC provides administrative services to the Fund,
Forum  Accounting  Services,  LLC is the Fund's  accountant,  Forum  Shareholder
Services,  LLC (the "Transfer  Agent") is the Fund's transfer  agent,  and Forum
Trust, LLC is the Fund's custodian.

FUND EXPENSES

The Fund pays all of its expenses.  The Fund's expenses are comprised of its own
expenses as well as Trust  expenses  that are  allocated  among the Fund and the
other funds of the Trust. The Fund's or other service providers may waive all or
any portion of their fees and/or  reimburse  certain  expenses of the Fund.  Any
waiver or expense reimbursement  increases the Fund's performance for the period
during which the waiver or reimbursement is in effect and may not be recouped at
a later date.


Certain  service  providers  of the Fund have  undertaken  to waive a portion of
their  fees  and/or  reimburse  certain  expenses  in order  to  limit  expenses
(excluding taxes,  interest,  portfolio  transaction  expenses and extraordinary
expenses) to 0.25% or less of the average daily net assets of the Fund.  Waivers
and/or reimbursement may be reduced or eliminated at any time.



6
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YOUR ACCOUNT

HOW TO CONTACT THE FUND

WRITE TO US AT:
         Forum Funds
         P.O. Box 446
         Portland, Maine 04112

OVERNIGHT ADDRESS:
         Forum Funds
         Two Portland Square
         Portland, Maine 04101

TELEPHONE US AT:
         (800) 94FORUM or
         (800) 943-6786 (Toll Free)
         (207) 879-0001

WIRE INVESTMENTS (OR ACH PAYMENTS) TO:
         Bankers Trust Company
         New York, New York
         ABA #021001033

FOR CREDIT TO:
         Forum Shareholder Services, LLC
         Account # 01-465-547
         Re: Equity Index Fund
         (Your Name)
         (Your Account Number)

GENERAL INFORMATION

You may purchase or sell (redeem) shares at the net asset value of a share (NAV)
plus any applicable  sales charge (or minus any  applicable  sales charge in the
case of  redemptions)  next  calculated  after the Transfer  Agent receives your
request in proper form.  For  instance,  if the  Transfer  Agent  receives  your
purchase request in proper form after 4:00 p.m.,  Eastern time, your transaction
will be priced at the next business day's NAV plus the applicable  sales charge.
The Fund cannot  accept  orders that request a  particular  day or price for the
transaction or any other special conditions.

The Fund does not issue share certificates.

If you  purchase  shares  directly  from  the  Fund,  you will  receive  monthly
statements  and a  confirmation  of each  transaction.  You  should  verify  the
accuracy  of all  transactions  in your  account  as soon  as you  receive  your
confirmations.

The Fund  reserves  the  right  to  waive  minimum  investment  amounts  and may
temporarily  suspend  (during  unusual market  conditions)  or  discontinue  any
service or privilege.

WHEN AND HOW NAV IS DETERMINED  The Fund  calculates  its NAV as of the close of
the New York Stock Exchange  (normally 4:00 p.m.,  Eastern time) on each weekday
except days when the New York Stock Exchange is closed. The time at which NAV is
calculated  may change in case of an emergency.  The Fund's NAV is determined by
taking  the  market  value of all  securities  owned by the Fund (plus all other
assets such as cash),  subtracting  all liabilities and then dividing the result
(net assets) by the number of shares outstanding. The Fund values securities for
which market quotations are readily available at current market value. If market
quotations are not readily  available,  then the Fund values  securities at fair
value pursuant to procedures adopted by the Board.

TRANSACTIONS  THROUGH  THIRD  PARTIES  If you  invest  through a broker or other
financial institution,  the policies and fees (other than sales charges) charged
by  that  institution  may  be  different  than  those  of the  Fund.  Financial
institutions  may  charge   transaction  fees  and  may  set  different  minimum
investments or limitations on buying or selling shares.  These  institutions may
also  provide you with certain  shareholder  services  such as periodic  account
statements and trade confirmations summarizing your investment activity. Consult
a representative of your financial institution for more information.

BUYING SHARES

HOW TO MAKE PAYMENTS All investments  must be in U.S. dollars and checks must be
drawn on U.S. banks.

CHECKS For individual, sole proprietorship, joint and Uniform Gift to Minors Act
("UGMA") or Uniform Transfer to Minors Act ("UTMA") accounts,  the check must be
made  payable  to "Forum  Funds" or to one or more  owners  of the  account  and
endorsed  to "Forum  Funds."  For all  other  accounts,  the check  must be made
payable  on its face to  "Forum  Funds."  No other  method of check  payment  is
acceptable (for instance, you may not pay by traveler's check).

PURCHASES BY  AUTOMATED  CLEARING  HOUSE  ("ACH")  This  services  allows you to
purchase  shares  through an  electronic  transfer  of money from a checking  or
savings account. When you make an additional payment by telephone,  the Transfer
Agent will automatically  debit your pre-designated bank account for the desired
amount.  Your financial  institution may charge a fee for this service.  You may
call (800) 943-6786 to request an ACH transaction.

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WIRES Instruct your  financial  institution to make a Federal Funds wire payment
to us. Your financial institution may charge you a fee for this service.

MINIMUM  INVESTMENTS  The Fund  accepts  investments  in the  following  minimum
amounts:

                                                  MINIMUM             MINIMUM
                                                  INITIAL            ADDITIONAL
                                                 INVESTMENT          INVESTMENT
Standard Account                                   $2,000              $250
Traditional and Roth IRA Accounts                  $1,000              $250
Accounts with Systematic Investment Plans            $250              $250

ACCOUNT REQUIREMENTS
<TABLE>
                                <S>                                                     <C>
                      TYPE OF ACCOUNT                                              REQUIREMENT
INDIVIDUAL, SOLE PROPRIETORSHIP AND JOINT ACCOUNTS           o    Instructions must be signed by all persons
Individual accounts are owned by one person, as are sole          required to sign exactly as their names appear on
proprietorship accounts. Joint accounts have two or more          the account
owners  (tenants)
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)                   o    Depending on state laws, you can set up a
These custodial accounts provide a way to give money to a         custodial account under the UGMA or the UTMA
child and obtain tax benefits                                o    The custodian must sign instructions in a manner
                                                                  indicating custodial capacity
BUSINESS ENTITIES                                            o    Submit a Corporate/Organization Resolution
                                                                  form or similar document
TRUSTS                                                       o    The trust must be established before an
                                                                  account can be opened
                                                             o    Provide a certified trust document, or the
                                                                  pages from the trust document that identify the
                                                                  trustees

INVESTMENT PROCEDURES

                      HOW TO OPEN AN ACCOUNT                                   HOW TO ADD TO YOUR ACCOUNT
BY CHECK                                                     BY CHECK
o    Call or write us for an account application (and        o    Fill out an investment slip from a confirmation
     Corporate/Organization Resolution form if applicable)        or write us a letter
o    Complete  the  application  (and  resolution  form)     o    Write your account number on your check
o    Mail us your  application (and resolution form)         o    Mail us the slip (or your letter) and the check
     and a check

BY WIRE                                                      BY WIRE
o    Call or write us for an  account  application  (and     o    Call to notify us of your incoming wire
     Corporate/Organization  Resolution form if applicable)  o    Instruct your bank to wire your money to us
o    Complete the application (and resolution form)
o    Call us to fax the completed application (and
     resolution form) and we will assign you an account
     number
o    Mail us your original application (and resolution
     form)
o    Instruct your bank to wire your money to us

BY ACH PAYMENT                                               BY SYSTEMATIC INVESTMENT

o    Call or write us for an account application (and        o    Complete the systematic investment section of
     Corporate/Organization Resolution form if applicable)        the application
o    Complete the application (and resolution form)          o    Attach a voided check to your application
o    Call us to fax the completed application (and           o    Mail us the completed application and voided
     resolution form) and we will assign you an account           check
     number
o    Mail us your original application (and resolution
     form)
o    Make an ACH payment
</TABLE>

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SYSTEMATIC  INVESTMENTS  You may invest a specified  amount of money in the Fund
once or twice a month on  specified  dates.  These  payments are taken from your
bank account by ACH payment. Systematic investments must be for at least $250.

LIMITATIONS  ON  PURCHASES  The Fund  reserves  the right to refuse any purchase
(including exchange) request,  particularly requests that could adversely affect
the Fund or its  operations.  This includes  those from any  individual or group
who, in the Fund's view, is likely to engage in excessive trading (including two
or more  substantial  redemptions  or  exchanges  out of the  Fund  followed  by
substantial repurchases into the Fund within a calendar year).

CANCELED OR FAILED  PAYMENTS The Fund accepts  checks and ACH  transfers at full
value  subject to  collection.  If the Fund does not  receive  your  payment for
shares  or you pay with a check  or ACH  transfer  that  does  not  clear,  your
purchase will be canceled.  You will be  responsible  for any losses or expenses
incurred by the Fund or the Transfer  Agent,  and the Fund may redeem shares you
own in the account (or another identically  registered account that you maintain
with the  Transfer  Agent) as  reimbursement.  The Fund and its agents  have the
right to reject or cancel any purchase or exchange due to nonpayment.

SELLING SHARES

The Fund processes  redemption  orders promptly.  Generally,  the Fund will send
redemption  proceeds  to you  within a week.  Delays  may occur in cases of very
large redemptions, excessive trading or during unusual market conditions. If the
Fund has not yet collected payment for the shares you are selling,  it may delay
sending redemption proceeds for up to 15 calendar days.

                      HOW TO SELL SHARES FROM YOUR ACCOUNT

BY MAIL
o    Prepare a written request including:
     o    Your name(s) and signature(s)
     o    Your account number
     o    The Fund name
     o    The dollar amount or number of shares you want to sell
     o    How and where to send the  redemption  proceeds
o    Obtain a signature  guarantee (if required)
o    Obtain other  documentation (if required)
o    Mail us your request and  documentation
BY WIRE
o    Wire  redemptions  are only  available if your  redemption is for $5,000 or
     more and you did not decline  wire  redemption  privileges  on your account
     application
o    Call us  with  your  request  (unless  you  declined  telephone  redemption
     privileges on your application) (See "By Telephone") OR
o    Mail us your request (See "By Mail")
BY TELEPHONE
o    Call us with your request (unless you declined telephone authorization
     privileges on your account application)
o    Provide the following information:
     o    Your account number
     o    Exact  name(s) in which the account is registered
     o    Additional form of identification
o    Redemption proceeds will be:
     o    Mailed to you OR
     o    Wired to you (unless you declined wire redemption privileges on your
          account application) (See "By Wire")
SYSTEMATICALLY
o    Complete the systematic withdrawal section of the application
o    Attach a voided check to your application
o    Mail us the completed application

WIRE  REDEMPTION  PRIVILEGES  You may  redeem  your  shares by wire  unless  you
declined wire  redemption  privileges on your account  application.  The minimum
amount that may be redeemed by wire is $5,000.

TELEPHONE  REDEMPTION  PRIVILEGES You may redeem your shares by telephone unless
you declined telephone redemption  privileges on your account  application.  You
may be responsible  for any fraudulent  telephone  order as long as the Transfer
Agent takes reasonable measures to verify the order.


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SYSTEMATIC  WITHDRAWALS  You may  redeem a  specified  amount of money from your
account  once a month on a specified  date.  These  payments  are sent from your
account to a designated bank account by ACH payment. Systematic withdrawals must
be for at least $250.

SIGNATURE  GUARANTEE  REQUIREMENTS  To protect you and the Fund  against  fraud,
signatures on certain  requests  must have a "signature  guarantee." A signature
guarantee  verifies the authenticity of your signature.  You can obtain one from
most banking  institutions or securities brokers,  but not from a notary public.
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 withdrawals,  distribution,  telephone
     redemption or exchange option or any other election in connection with your
     account

SMALL  ACCOUNTS If the value of your account falls below $1,000 ($500 for IRAs),
the Fund may ask you to increase  your  balance.  If the account  value is still
below $1,000 ($500 for IRAs) after 60 days,  the Fund may close your account and
send you the  proceeds.  The Fund will not close your  account if it falls below
these amounts solely as a result of a reduction in your account's market value.

REDEMPTIONS  IN KIND The Fund reserves the right to pay  redemption  proceeds in
portfolio  securities  rather than in cash. These  redemptions "in kind" usually
occur if the  amount  to be  redeemed  is large  enough  to  affect  the  Fund's
operations (for example, if it represents more than 1% of the Fund's assets).

LOST   ACCOUNTS  The  Transfer   Agent  will   consider  your  account  lost  if
correspondence  to your address of record is returned as  undeliverable,  unless
the Transfer  Agent  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 the  Transfer  Agent  will be
reinvested and the checks will be canceled.

SALES CHARGES

PURCHASES  A sales  charge is  assessed  on  purchases  of the Fund's  shares as
follows:

                             SALES CHARGE (LOAD) AS % OF:

 AMOUNT OF                    PUBLIC                NET
 PURCHASE                 OFFERING PRICE        ASSET VALUE*    REALLOWANCE%
 $0 to $49,999                 4.00                 4.17           3.50
 $50,000 to $99,999            3.50                 3.63           3.00
 $100,000 to $249,999          3.00                 3.09           2.50
 $250,000 to $499,999          2.50                 2.56           2.10
 $500,000 to $999,999          2.00                 2.04           1.70
 $1,000,000 and up             0.00                 0.00           1.00
* Rounded to the nearest one-hundredth percent.

The offering price for the Fund's shares includes the relevant sales charge. The
commission paid to the distributor is the sales charge less the reallowance paid
to certain  financial  institutions  purchasing  shares as  principal  or agent.
Normally,  reallowances  are paid as indicated in the above table.  From time to
time, however,  the distributor may elect to reallow the entire sales charge for
all sales during a particular period.

From  time  to  time  and  at its  own  expense,  the  distributor  may  provide
compensation,  including financial assistance,  to certain dealers in connection
with conferences,  sales or training programs for their employees,  seminars for
the public,  advertising  campaigns or other  dealer-sponsored  special  events.
Compensation  may include the  provision  of travel  arrangements  and  lodging,
tickets for entertainment events and merchandise.

REDEMPTIONS  A  contingent   deferred  sales  charge  ("CDSC")  is  assessed  on
redemptions  of shares that were part of a purchase  of $1 million or more.  The
CDSC is assessed as follows:

     REDEEMED WITHIN                                              SALES CHARGE
 First year of purchase                                              1.00%
 Second year of purchase                                             0.50%

10
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                                                                     FORUM FUNDS
--------------------------------------------------------------------------------

The CDSC is paid on the lower of the NAV of shares  redeemed  or the cost of the
shares. To satisfy the redemption request,  the Fund will first liquidate shares
that are not subject to a CDSC such as shares acquired with reinvested dividends
and capital gains.  The Fund will then  liquidate  shares in the order that they
were purchased until your redemption request is satisfied.

REDUCED  SALES  CHARGES  You may  qualify  for a  reduced  sales  charge on Fund
purchases under rights of  accumulation  or a letter of intent.  Certain persons
may also be eligible to purchase or redeem Fund shares  without a sales  charge.
Please see the SAI for further information.

EXCHANGE PRIVILEGES

You may  exchange  your Fund  shares for shares of another  fund of the Trust by
telephone or in writing.  For a list of funds  available for  exchange,  you may
call the Transfer  Agent.  If you  exchange  into a fund that has a higher sales
charge than the Fund,  you will have to pay the  difference  between that fund's
sales charge and the Fund's sales  charge.  If you exchange into a fund that has
no sales charge or a lower sales charge than the Fund,  you will not have to pay
a sales  charge  at the  time of  exchange.  Because  exchanges  are a sale  and
purchase of shares, they may have tax consequences.

REQUIREMENTS You may make exchanges only between identically registered accounts
(name(s),  address  and  taxpayer  ID number).  There is  currently  no limit on
exchanges,  but the Fund reserves the right to limit exchanges. You may exchange
your shares by mail or by telephone,  unless you declined  telephone  redemption
privileges  on  your  account  application.  You  may  be  responsible  for  any
fraudulent  telephone  order  as long as the  Transfer  Agent  takes  reasonable
measures to verify the order.

                                 HOW TO EXCHANGE

BY MAIL
o    Prepare a written request including:
     o    Your name(s) and signature(s)
     o    Your account numbers
     o    The names of each fund you are exchanging
     o    The dollar amount or number of shares you want to sell (and exchange)
o    Open a new account and complete an account application if you are
     requesting different shareholder privileges
o    Mail us your request and documentation
BY TELEPHONE
o    Call us with your request (unless you declined telephone redemption
     privileges on your account application)
o    Provide the following information:
     o    Your account number
     o    Exact  name(s) in which  account is  registered
     o    Additional  form of identification

RETIREMENT ACCOUNTS

The Fund offers IRA accounts, including traditional, and Roth IRAs. The Fund may
be appropriate for other retirement plans.  Before investing in any IRA or other
retirement  plan,  you  should  consult  your tax  adviser.  Whenever  making an
investment in an IRA, be sure to indicate the year for which the contribution is
being made.







                                                                              11
<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

OTHER INFORMATION

DISTRIBUTIONS

The Fund distributes its net investment  income annually and net capital gain at
least annually.

All  distributions  are  reinvested  in additional  shares,  unless you elect to
receive  distributions  in cash. For Federal income tax purposes,  distributions
are treated the same  whether they are  received in cash or  reinvested.  Shares
become entitled to receive distributions on the day after the shares are issued.

TAXES

The Fund  generally  intends  to  operate  in a manner  such that it will not be
liable for Federal income or excise tax.

The Fund's  distribution of net income  (including  short-term  capital gain) is
taxable to you as ordinary income. The Fund's  distribution of long-term capital
gain is taxable to you as long-term capital gain regardless of how long you have
held your Fund shares.

If you buy shares shortly before the Fund makes a distribution,  you may pay the
full  price for the  shares  and then  receive a portion  of the price back as a
distribution that may be taxable to you.

The sale or exchange of Fund shares is a taxable  transaction for Federal income
tax purposes.

The Fund will send you information  about the income tax status of distributions
paid during the year shortly after December 31 of each year.

For  further  information  about  the tax  effects  of  investing  in the  Fund,
including  state and local tax matters,  please see the SAI and consult your tax
adviser.

ORGANIZATION

The  Trust is a  Delaware  business  trust.  The Fund  does not  expect  to hold
shareholders'  meetings unless required by Federal or Delaware law. Shareholders
of each  series of the  Trust are  entitled  to vote at  shareholders'  meetings
unless a matter relates only to specific series (such as approval of an advisory
agreement for the Fund).  From time to time, large  shareholders may control the
Fund or the Trust.

12
<PAGE>

                                                                     FORUM FUNDS
--------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

The  following  table is intended to help you  understand  the Fund's  financial
performance.  Total return in the table  represents  the rate an investor  would
have earned (or lost) on an investment in the Fund (assuming the reinvestment of
all distributions).  This information has been audited by Deloitte & Touche LLP.
The Fund's  financial  statements  and the auditor's  report are included in the
Annual  Report dated May 31,  2000,  which is available  upon  request,  without
charge.
<TABLE>
                <S>                                 <C>            <C>               <C>
                                                             YEAR ENDED MAY 31,
                                                    2000           1999           1998(1)
 SELECTED DATA FOR A SINGLE SHARE
 Beginning Net Asset Value Per Share               $14.01          $11.69          $10.00
 Income from Investment Operations:
      Net investment income(2)                      0.45            0.16            0.07
      Net realized and unrealized gain on
      investments                                   1.03            2.27            1.62
 Total from Investment Operations                   1.48            2.43            1.69
 Less Distributions:
      From net investment income                   (0.15)          (0.11)            --
      From net realized capital gain               (0.05)          --(3)             --
 Total Distributions                               (0.20)          (0.11)            --
 Ending Net Asset Value Per Share                  $15.29          $14.01          $11.69
 OTHER INFORMATION
 Ratios to Average Net Assets:
      Expenses                                      0.25%          0.25%          0.25%(5)
      Gross expenses (4)                            1.08%          1.26%          2.25%(5)
      Net investment income                         1.12%          1.27%          1.41%(5)
 Total Return(5)                                   10.55%         20.98%          16.90%
 Portfolio Turnover Rate(6)                           16%             4%              7%
 Net Assets at End of Period (in thousands)       $13,482       $11,127           $5,038
</TABLE>

(1)     The Fund commenced  operations on December 24, 1997.
(2)     Includes the Fund's proportionate share of income and expenses of the
        Portfolio.
(3)     Less than $0.01 per share.
(4)     Reflects expense ratios in the absence of fee waivers and expense
        reimbursements.
(5)     Annualized.
(6)     Does not include sales charge.
(7)     Information presented is that of the Portfolio in which the Fund
        invests.



                                                                              13
<PAGE>
<TABLE>
                                        <S>                                                 <C>
FOR MORE INFORMATION                                                                       FORUM
                                                                                           FUNDS

The following documents are available free upon request:

                        ANNUAL/SEMI-ANNUAL REPORTS                                  EQUITY INDEX FUND
     Additional information about the Fund's investments is available in the
      Fund's annual and semi-annual reports to shareholders. In the Fund's
     annual report, you will find a discussion of the market conditions and
    investment strategies that significantly affected the Fund's performance
                          during its last fiscal year.

                   STATEMENT OF ADDITIONAL INFORMATION ("SAI")
        The SAI provides more detailed information about the Fund and is
              incorporated by reference into this Prospectus.

                            CONTACTING THE FUND
    You  can get a free  copy  of  both  reports  and  the  SAI,  request  other
  information and discuss your questions about the Fund by contacting the
                                 Fund at:

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

                 SECURITIES AND EXCHANGE COMMISSION INFORMATION
     You can also review the Fund's reports and SAI at the Public Reference
      Room of the Securities and Exchange Commission ("SEC"). The scheduled
   hours of operation of the Public Reference Room may be obtained by calling
    the SEC at (202) 942-8090. You can get copies of this information, for a
                      fee, by e-mailing or by writing to :

                           Public Reference Room                                          [LOGO]
                    Securities and Exchange Commission
                        Washington, D.C. 20549-6009                                    Forum Funds
                    E-mail address: [email protected]                                P.O. Box 446
                                                                                  Portland, Maine 04112
 Free copies of the reports and SAI are available from the SEC's Internet             (800) 94FORUM
                      Web Site at http://www.sec.gov.                                (800) 943-6786
                                                                                     (207) 879-0001
                    Investment Company Act File No. 811-3023
</TABLE>



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