FORUM FUNDS
497, 2000-03-01
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                                     [Logo]
- --------------------------------------------------------------------------------



                                   PROSPECTUS




                                  JUNE 15, 1999
                           (AS AMENDED MARCH 1, 2000)

                            BIA SMALL-CAP GROWTH FUND
                             BIA GROWTH EQUITY FUND





      EACH FUND SEEKS CAPITAL APPRECIATION BY INVESTING PRIMARILY IN COMMON
       STOCK. YOU MAY PURCHASE FUND SHARES WITHOUT A SALES CHARGE AND
             THE FUNDS DO NOT INCUR RULE 12B-1 (DISTRIBUTION) FEES.








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




<PAGE>

  [Logo]                                                    TABLE OF CONTENTS
- --------------------------------------------------------------------------------

          RISK/RETURN SUMMARY                                     2


          FEE TABLES                                              5



          INVESTMENT OBJECTIVES, STRATEGIES AND RISKS             7


          MANAGEMENT                                             12


          YOUR ACCOUNT                                           15


                    HOW TO CONTACT THE FUNDS                     15
                    GENERAL INFORMATION                          15
                    BUYING SHARES                                16
                    SELLING SHARES                               19
                    EXCHANGE PRIVILEGES                          22
                    RETIREMENT ACCOUNTS                          23


          OTHER INFORMATION                                      24


<PAGE>


RISK/RETURN SUMMARY                                          [Logo]
- --------------------------------------------------------------------------------

BIA SMALL-CAP GROWTH FUND


INVESTMENT OBJECTIVE Capital appreciation

PRINCIPAL  INVESTMENT STRATEGY The Fund invests primarily in the common stock of
small  domestic  growth  companies.  Growth  companies are  companies  that have
exhibited an above average increase in earnings over the past few years and that
have strong,  sustainable  earnings  prospects and attractive stock prices.  The
Fund primarily invests in small companies whose market capitalization is between
$25 million and $1 billion at the time of investment.

BIA GROWTH EQUITY FUND

INVESTMENT OBJECTIVE  Capital appreciation

PRINCIPAL  INVESTMENT STRATEGY The Fund invests primarily in the common stock of
large  domestic  companies  that have  exhibited  an above  average  increase in
earnings  over the past few  years and that have  strong,  sustainable  earnings
prospects and  attractive  stock  prices.  The Fund may also invest in companies
that do not  have  particularly  strong  earnings  histories  but do have  other
attributes that may contribute to accelerated  growth in the forseeable  future.
The Fund primarily  invests in large  companies whose market  capitalization  is
$2.5 billion or greater at the time of investment.


[Margin Callout]
Concepts to Understand
- -----------------------------------------------------
COMMON STOCK
means an equity or ownership interest in a company

MARKET CAPITALIZATION
of a company means the value of the company's common
stock in the stock market
- -----------------------------------------------------





2
<PAGE>


PRINCIPAL RISKS OF INVESTING IN THE FUNDS


GENERAL RISKS  You could lose money on your investment in a Fund, or the Fund
could under perform other investments, if any of the following occur:

     o    The stock market does not recognize the growth potential of the stocks
          in the Fund's portfolio
     o    Brown Investment  Advisory & Trust Company's (the "Adviser")  judgment
          as to the growth potential of a stock proves to be wrong
     o    The stock market goes down

RISKS OF SMALL COMPANIES Because investing in small companies can have more risk
than  investing in larger,  more  established  companies,  an  investment in BIA
Small-Cap Growth Fund may have the following additional risks:

     o    Analysts and other  investors  typically  follow these  companies less
          actively and therefore information about these companies is not always
          readily available
     o    Securities of many small companies are traded in the  over-the-counter
          markets or on a regional securities  exchange  potentially making them
          thinly  traded,  less liquid and their prices more  volatile  than the
          prices of the securities of larger companies
     o    Changes  in the  value of small  company  stocks  may not  mirror  the
          fluctuation of the general market
     o    More limited product lines, markets and financial resources make these
          companies more susceptible to economic or market setbacks

For these and other reasons, the prices of small  capitalization  securities can
fluctuate  more  significantly  than the  securities  of larger  companies.  The
smaller the company,  the greater  effect these risks may have on that company's
operations and performance.  As a result,  an investment in BIA Small-Cap Growth
Fund may  exhibit  a higher  degree  of  volatility  than the  general  domestic
securities market.


                                                                               3
<PAGE>


WHO MAY WANT TO INVEST IN THE FUNDS

A 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

A 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




4
<PAGE>


  [Logo]                                                         FEE TABLES
- --------------------------------------------------------------------------------
The following  tables  describe the various fees and expenses that you will bear
if you invest in a Fund.

Shareholder fees are charges you pay when buying,  selling or exchanging  shares
of a Fund.  Operating expenses,  which include fees of the Adviser, are paid out
of a Fund's  assets and are  factored  into the Fund's  share price  rather than
charged directly to shareholder accounts.


- --------------------------------------------------------------------------------
   SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
- --------------------------------------------------------------------------------
   Maximum Sales Charge (Load) Imposed on Purchases                    None
- --------------------------------------------------------------------------------
   Maximum Sales Charge (Load) Imposed on Reinvested Distributions     None
- --------------------------------------------------------------------------------
   Maximum Deferred Sales Charge (Load)                                None
- --------------------------------------------------------------------------------
   Redemption Fee                                                      None
- --------------------------------------------------------------------------------
   Exchange Fee                                                        None
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
   ANNUAL FUND OPERATING EXPENSES
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
- --------------------------------------------------------------------------------
   BIA SMALL-CAP GROWTH FUND
- --------------------------------------------------------------------------------
      Management Fees                                           1.00%
      Distribution (12b-1) Fees                                 None
      Other Expenses (1)                                        0.65%
      TOTAL ANNUAL FUND OPERATING EXPENSES (2)                  1.65%

- --------------------------------------------------------------------------------
   BIA GROWTH EQUITY FUND
- --------------------------------------------------------------------------------
      Management Fees                                           0.75%
      Distribution (12b-1) Fees                                 None
      Other Expenses (1)                                        0.85%
      TOTAL ANNUAL FUND OPERATING EXPENSES (2)                  1.60%
- --------------------------------------------------------------------------------

(1)  Based on estimated amounts for the current fiscal year ending May 31, 2000.
(2)  The Adviser has  voluntarily  undertaken to waive a portion of its fees and
     assume  certain  expenses  to the extent that total  annual  fund  expenses
     exceed  1.25% of the net assets of BIA  Small-Cap  Growth Fund and 1.00% of
     the net assets of BIA Growth Equity Fund.

                                                                               5
<PAGE>


EXAMPLE

The following is a hypothetical example intended to help you compare the cost of
investing  in each Fund to the cost of investing  in other  mutual  funds.  This
example  assumes  that you invest  $10,000 in a Fund and then redeem all of your
shares at the end of the period.  The example also assumes that your  investment
has a 5% annual  return,  that a Fund's  operating  expenses  remain the same as
stated in the table aboveand that  distributions  are reinvested.  Although your
actual costs may be higher or lower,  under these  assumptions  your costs would
be:



- --------------------------------------------------------------------------------
                                BIA SMALL-CAP                  BIA GROWTH
                                 GROWTH FUND                   EQUITY FUND
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   After 1 year                      $168                         $163
- --------------------------------------------------------------------------------
   After 3 years                     $520                         $505
- --------------------------------------------------------------------------------



6
<PAGE>



                                                      INVESTMENT OBJECTIVES,
  [Logo]                                               STRATEGIES AND RISKS
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVES

BIA SMALL-CAP  GROWTH FUND seeks to achieve  capital  appreciation  by primarily
investing in equity securities.

BIA GROWTH  EQUITY  FUND  seeks to achieve  capital  appreciation  by  primarily
investing in equity securities.

INVESTMENT STRATEGIES

The Adviser  relies on selecting  individual  stocks and does not try to predict
when the stock market might rise or fall. The Adviser uses in-house research and
other sources to conduct  analyses of prospective Fund  investments.  As part of
this analysis, the Adviser may visit prospective companies,  their suppliers and
customers.

THE ADVISER'S PROCESSES -- PURCHASING PORTFOLIO SECURITIES

BIA SMALL-CAP  GROWTH FUND The Adviser starts by identifying a universe of small
companies. From these companies, the Adviser selects those with a minimum annual
growth rate of 20% and a market capitalization of $25 million to $1 billion. The
Adviser then performs a  fundamental  analysis of these  companies.  The Adviser
uses these data to identify companies that have:

     o    Significant business opportunities relative to their operating history
          and size
     o    Proprietary products, services or distribution systems
     o    Management plans that are easy to understand and to monitor
     o    Attractively priced stocks compared to their growth potential

The Adviser plans to invest in these  companies early in their life cycle and to
hold the  investments  for the  long-term if they continue to satisfy the Fund's
investment criteria.

[Margin Callout]
Concept to Understand
- --------------------------------------------------
FUNDAMENTAL ANALYSIS
means the  analysis of a company's  financial
condition  to help  forecast  the
future value of its stock price.  This analysis
includes a review of a company's
balance sheet and income statement,  asset
history, earnings history, product or
service development and management productivity
- --------------------------------------------------

                                                                               7
<PAGE>

[Margin Callout]
Concepts to Understand
- --------------------------------------------------
PRICE/EARNINGS RATIO
means  the  price  of a  stock  divided
by the  company's  earnings  per  share

PRICE/SALES RATIO
means the amount an investor
is willing to pay for a dollar of
revenue

PRICE/CASH FLOW
means the price of a
stock divided by free cash flow per share
- --------------------------------------------------
BIA GROWTH EQUITY FUND The Adviser starts by using  in-house  research and other
sources  to  identify  a  universe  of  superior  companies  across  a range  of
industries. Superior companies are businesses that have:

     o    Significant  market  opportunities  (both in terms  of  magnitude  and
          duration)  where the  companies  are leaders or  potential  leaders in
          their respective markets
     o    Proprietary products and services, new product development and product
          cycle leadership that sustains a strong brand franchise
     o    A strong  management  team that is  proactive,  consistently  executes
          effectively and anticipates and adapts to change

The Adviser  then  focuses on those  companies  that have the ability to grow at
above average rates over several years, given the Adviser's belief that superior
investment  returns  are better  achieved  by low  portfolio  turnover.  Factors
considered include:

     o    Product cycles, pricing flexibility and product or geographic mix
     o    Cash flow and financial strength to fund growth
     o    Catalysts  for  growth  such as  changes  in  regulation,  management,
          business cycle, business mix and industry consolidation

The Adviser  then uses a range of  valuation  techniques  including  analyses of
price/earnings ratios,  price/sales ratios and price/cash flow to identify those
companies whose stocks are  attractively  valued  relative to the market,  their
peer groups and their own price history.  Valuation  techniques  also permit the
Adviser to mitigate the potential  downside  risk of an investment  candidate by
demonstrating  the  difference  in the  estimated  value  of a  company's  stock
compared to its market price.


8
<PAGE>


THE ADVISER'S PROCESSES -- SELLING PORTFOLIO SECURITIES

The Adviser  monitors the companies in a Fund's  portfolio to determine if there
have been any fundamental changes in the companies. The Adviser may sell a stock
if:

     o    It  subsequently  fails  to  meet  the  Adviser's  initial  investment
          criteria
     o    A more attractively priced company is found or if funds are needed for
          other purposes
     o    It becomes  overvalued  relative to the long-term  expectation for the
          stock price

INVESTMENT POLICIES

Under normal conditions, BIA Small-Cap Growth Fund will primarily invest all (at
least 65%) of its total assets in common stock of small  domestic  companies and
BIA Growth  Equity  Fund will  primarily  invest all (at least 65%) of its total
assets in common stock of larger domestic companies. Although common stock often
gives  the  owner  the  right  to  vote  on  measures  affecting  the  company's
organization  and operations,  neither Fund intends to exercise control over the
management  of  companies in which it invests.  Common  stocks have a history of
long-term  growth in value,  but their prices tend to fluctuate over the shorter
term.

TEMPORARY  DEFENSIVE  POSITION In order to respond to adverse market,  economic,
political or other conditions,  a Fund may assume a temporary defensive position
and invest in prime  commercial  paper and other money market  instruments.  The
result  of  this  action  may be that a Fund  will  be  unable  to  achieve  its
investment objective.


                                                                               9
<PAGE>

INVESTMENT RISKS

GENERALLY The value of a Fund's  investments  will fluctuate as the stock market
fluctuates.  An  investment  in a Fund is not by itself a complete  or  balanced
investment  program  and  there  is no  guarantee  the  Fund  will  achieve  its
investment  objective.   Nevertheless,   investing  in  equity  securities  with
different  capitalizations  may be important for investors seeking a diversified
portfolio,  particularly  for long-term  investors  able to tolerate  short-term
fluctuations in the value of their investments.

Because each Fund invests in growth stocks, there is a risk that the stocks will
not continue to grow at expected  rates,  thus causing the price of the stock to
decline.  There is also the risk that the market will not  recognize  the growth
potential of a stock.  The  Adviser's  judgment as to the growth  potential of a
stock may also prove to be wrong. A decline in investor demand for growth stocks
may also adversely affect the value of these securities.

SPECIFIC RISKS OF SMALL COMPANIES  Because investing in small companies can have
more risk than investing in larger, more established companies, an investment in
BIA Small-Cap Growth Fund may have the following additional risks:

     o    Analysts and other  investors  typically  follow these  companies less
          actively and  information  about these companies is not always readily
          available
     o    Securities of many small companies are traded in the  over-the-counter
          markets or on a regional securities  exchange  potentially making them
          thinly  traded,  less liquid and their prices more  volatile  than the
          prices of the securities of larger companies
     o    Changes  in the  value of small  company  stocks  may not  mirror  the
          fluctuations of the general market
     o    More limited product lines, markets and financial resources make these
          companies more susceptible to economic or market setbacks



10
<PAGE>

For these and other reasons, the prices of small  capitalization  securities can
fluctuate  more  significantly  than the  securities  of larger  companies.  The
smaller the company,  the greater  effect these risks may have on that company's
operations and performance.  As a result,  an investment in BIA Small-Cap Growth
Fund may  exhibit  a higher  degree  of  volatility  than the  general  domestic
securities market.




                                                                              11
<PAGE>

MANAGEMENT                                               [Logo]
- --------------------------------------------------------------------------------

Each Fund is a series of Forum  Funds (the  "Trust"),  an  open-end,  management
investment  company  (mutual  fund).  The business of the Trust and each Fund is
managed under the direction of the Board of Trustees  (the  "Board").  The Board
formulates the general  policies of each 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

Brown  Investment  Advisory & Trust  Company,  Furness  House,  19 South Street,
Baltimore,  Maryland  21202,  serves as  investment  adviser to each  Fund.  The
Adviser is currently a privately-owned  company. Prior to June 1998, the Adviser
operated as a subsidiary of Bankers Trust Company under the name of Alex.  Brown
Capital Advisory & Trust Company.

The  Adviser  and  its  predecessors  have  provided   investment  advisory  and
management  services  to  clients  for  over six  years.  As of the date of this
Prospectus,  the  Adviser  has over $4.8  billion  of assets  under  management.
Subject to the  general  control  of the Board,  the  Adviser  makes  investment
decisions for each Fund. For its services,  the Adviser receives an advisory fee
at an annual  rate of 1.00% of the  average  daily net  assets of BIA  Small-Cap
Growth Fund and 0.75% of the average daily net assets of BIA Growth Equity Fund.


12
<PAGE>

PORTFOLIO MANAGERS

Frederick L. Meserve,  Jr. is responsible  for the day-to-day  management of BIA
Small-Cap Growth Fund while Geoffrey R.B. Carey, CFA, and Jane W. Korhonen, CFA,
are  responsible  for the day-to-day  management of BIA Growth Equity Fund. Each
portfolio manager's business experience is as follows:

FREDERICK L.  MESERVE,  JR.  Senior  Portfolio  Manager and head of the Emerging
Growth Group of the Adviser  since 1994.  Mr.  Meserve has published a number of
investment  strategy  reports on growth  stocks.  He received a B.S. & E. degree
from Princeton  University in 1960 and an M.B.A.  degree from Columbia  Business
School in 1962.

GEOFFREY R.B. CAREY, CFA Senior Portfolio Manager of the Adviser since 1996. Mr.
Carey coordinates portfolio management activities for institutional and high net
worth clients.  Prior thereto, Mr. Carey was a Portfolio Manager for J.P. Morgan
Investment  Management in Geneva,  Switzerland.  He received a B.A.  degree from
Washington and Lee  University in 1984 and an M.B.A.  degree from the University
of North Carolina in 1989.

JANE W.  KORHONEN,  CFA Senior  Research  Analyst of the Adviser since 1994. Ms.
Korhonen  covers  U.S.  large-cap  technology  and health  care  sectors.  Prior
thereto,  Ms.  Korhonen was an Equity Group  Manager for Howard  Hughes  Medical
Institute.  She received a B.A.  degree from Denison  University  in 1979 and an
M.B.A.  degree from  Northwestern  University's  J.L. Kellogg Graduate School of
Management in 1984.



                                                                              13
<PAGE>

OTHER SERVICE PROVIDERS

The Forum Financial Group ("Forum") of companies  provide services to each Fund.
As of December 31, 1999, Forum provided administration and distribution services
to investment   companies and  collective   investment   funds  with  assets  of
approximately $54 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 each Fund's shares.  The  distributor  acts as the agent of the
Trust in connection with the offering of each 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 each Fund's shares.

Forum  Shareholder  Services,  LLC  ("Transfer  Agent") is each Fund's  transfer
agent.

FUND EXPENSES

Each Fund pays for all of its  expenses.  Each Fund's  expenses are comprised of
its own expenses as well as Trust expenses that are allocated  among the various
series of the Trust.  The Adviser or other  service  providers  may  voluntarily
waive  all or any  portion  of their  fees,  which  are  accrued  daily and paid
monthly. Any waiver would have the effect of increasing a Fund's performance for
the period  during  which the waiver was in effect and may not be  recouped at a
later date.

The Adviser has undertaken to waive its fees and assume certain expenses of each
Fund in order to limit the Funds' expenses (excluding taxes, interest, portfolio
transaction expenses and extraordinary expenses) to 1.25% or less of the average
daily net assets of BIA  Small-Cap  Growth Fund and 1.00% or less of the average
daily net assets of BIA Growth Equity Fund.


14
<PAGE>


     [Logo]                                                      YOUR ACCOUNT
- --------------------------------------------------------------------------------

GENERAL INFORMATION

You pay no sales charge to purchase or sell (redeem)  shares of a Fund.  You may
purchase  or sell  Fund  shares at the net asset  value  per  share  (NAV)  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 p.m.,  your  transaction  will be priced at the next  day's  NAV. A Fund
cannot accept orders that request a particular day or price for the  transaction
or any other special conditions.

Neither Fund issues share certificates.

You will  receive  statements  at least  quarterly  and a  confirmation  of each
transaction.  You should verify the accuracy of all transactions in your account
as soon as you receive your confirmations.

Each  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  Each 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 be changed in case of an emergency. A 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
by the number of shares  outstanding.  A Fund values securities for which market
quotations are readily  available at current market value. If market  quotations
are not readily  available,  then a Fund values  securities  at  estimated  fair
value.

[Margin Callout]
HOW TO CONTACT THE FUNDS
- -------------------------------------------------
WRITE TO US AT:
   Forum Shareholder Services, LLC
   P.O. Box 446
   Portland, ME 04112


TELEPHONE US AT:
   (800) 540-6807 (toll free) or
   (207) 879-0001


WIRE INVESTMENTS (OR ACH PAYMENTS) TO US AT:
   Bankers Trust Company
   New York, New York
   ABA #021001033
   FOR CREDIT TO:
   Forum Shareholder Services, LLC
   Account # 01-465-547
   Re: (Name of Your Fund)
(Your Name)
(Your Account Number)
- -------------------------------------------------



                                                                              15
<PAGE>

TRANSACTIONS  THROUGH  THIRD  PARTIES  If you  invest  through a broker or other
financial institution,  the policies and fees charged by that institution may be
different than those of the Funds. 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  or   Uniform  Gift  to  Minors  Act  ("UGMA")  or
     Uniform Transfer to Minors Act ("UTMA")  accounts,  the checks must be made
     payable to the Fund name (e.g., "BIA Growth Equity Fund") or to one or more
     owners of the account and endorsed to the Fund name (e.g."BIA Growth Equity
     Fund"). For all other accounts,  the check must be made payable on its face
     to the Fund name (e.g. "BIA Growth Equity Fund").  No other method of check
     payment is acceptable (for instance, you may not pay by travelers check).

     ACH PAYMENT  Instruct your financial  institution to make an ACH (automated
     clearinghouse)  payment to us. These payments typically take two days. Your
     financial institution may charge you a fee for this service.

     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.


16
<PAGE>

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

- --------------------------------------------------------------------------------
                                MINIMUM INITIAL       MINIMUM ADDITIONAL
                                   INVESTMENT             INVESTMENT
- --------------------------------------------------------------------------------

   Standard Accounts                  $5,000                 $100
   Traditional and Roth IRA Accounts  $2,000                 $100
   Accounts with Automatic
   Investment Plans                   $2,000                 $100
- --------------------------------------------------------------------------------

<TABLE>
                              <S>                                                               <C>
ACCOUNT REQUIREMENTS
- ---------------------------------------------------------------- --------------------------------------------------------------
                        TYPE OF ACCOUNT                                                   REQUIREMENT
- ---------------------------------------------------------------- --------------------------------------------------------------
INDIVIDUAL, SOLE PROPRIETORSHIP AND JOINT ACCOUNTS: Individual   o  Instructions must be signed by all persons required to
accounts are owned by one person, as are sole proprietorship        sign exactly as their names appear on the account
accounts. Joint accounts can have two or more owners (tenants)
- ---------------------------------------------------------------- --------------------------------------------------------------
- ---------------------------------------------------------------- --------------------------------------------------------------
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA): These custodial      o  Depending on state laws, you can set up a custodial
accounts provide a way to give money to a child                     account under the UGMA or UTMA
and obtain tax  benefits.  An individual  can give up to
$10,000 a year per child without paying Federal gift tax         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  Submit a Corporate/Organization Resolution form
                                                                    or similar document
- ---------------------------------------------------------------- --------------------------------------------------------------


                                                                              17
<PAGE>


INVESTMENT PROCEDURES

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

- ---------------------------------------------------------------- --------------------------------------------------------------
BY WIRE                                                          BY WIRE
o Call or  write  us for an  account  application  and/or        o Call to  notify  us of your incoming wire
  a Corporate/Organization Resolution form                       o Instruct your bank to wire your money
o Complete the application
o Call us and you will be assigned an account number to us
o Mail us your application
o Instruct your bank to wire your money to us

- ---------------------------------------------------------------- --------------------------------------------------------------
BY ACH PAYMENT                                                   BY AUTOMATIC INVESTMENT
o Call or write us for an account application and/or             o Call or write us for an "Automatic Investment Plan" form
  a Corporate/Organization Resolution form                       o Complete the form
o Complete the application                                       o Attach a voided check to your form
o Call us and you will be assigned an account number             o Mail us the form
o Mail us your application
o Make an ACH payment
- ---------------------------------------------------------------- --------------------------------------------------------------
</TABLE>

AUTOMATIC  INVESTMENTS You may invest a specified amount of money in a Fund once
or twice a month on  specified  dates.  These  payments are taken from your bank
account by ACH payment. Automatic investments must be for at least $100.

LIMITATIONS  ON  PURCHASES  Each 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 a Fund's view, is likely to engage in excessive trading (usually defined
as more than four  redemptions  or  exchanges  out of the Fund within a calendar
year).

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CANCELED OR FAILED  PAYMENTS Each Fund accepts  checks and ACH transfers at full
value subject to collection.  If a 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 a
Fund or the  Transfer  Agent,  and the Fund  may  redeem  shares  you own in the
account   (or   another   identically   registered   account  in  any  Fund)  as
reimbursement.  Each Fund and its agents  have the right to reject or cancel any
purchase or exchange due to nonpayment.

SELLING SHARES

Redemption orders are processed promptly. Generally, a 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.  Each Fund
may delay sending  redemption  proceeds  until it has collected  payment for the
shares you are selling, which may take up to 15 calendar days.


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                        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 -- See "By Telephone") OR
o  Mail us your request (See "By Mail")
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
o  Redemption proceeds will be:
   o  Mailed to you OR
   o  Wired to you (unless you declined wire redemption privileges -- See "By
      Wire")
AUTOMATICALLY
o  Call or write us for an "Automatic Redemption" form
o  Attach a voided check to your form
o  Mail us your form
- --------------------------------------------------------------------------------


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.

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.


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<PAGE>

AUTOMATIC  REDEMPTIONS  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.  Automatic redemptions must
be for at least $250.

SIGNATURE  GUARANTEE  REQUIREMENTS  To protect you and each 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 day
    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 automatic investment or redemption,  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 or
accounts with an established  automatic  investment plan), a Fund may ask you to
increase  your  balance.  If the account value is still below $1,000 (or $500 in
the case of IRAs or accounts  with an  established  automatic  investment  plan)
after 60 days, a Fund may close your account and send you the  proceeds.  A Fund
will not close your account if it falls below these  amounts  solely as a result
of changes in market value.


                                                                              21
<PAGE>

REDEMPTIONS IN KIND Each Fund reserves the right to pay  redemption  proceeds in
portfolio securities rather than cash. These redemptions "in kind" usually occur
if the amount to be redeemed is large enough to affect a 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.

EXCHANGE PRIVILEGES

You may  exchange  your Fund shares for shares of the other Fund by telephone or
in writing. You may also exchange Fund shares for Investor Shares of the Trust's
money  market  funds.  Because  exchanges  are treated as 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 each Fund reserves the right to limit exchanges. You may exchange
your  shares by mail or  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.


22
<PAGE>

- --------------------------------------------------------------------------------
                                 HOW TO EXCHANGE
- --------------------------------------------------------------------------------
BY MAIL
o  Prepare a written request including:
   o  Your name(s) and signature(s)
   o  Your account number
   o  The name of the funds from which you are exchanging and into which 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  Obtain a signature guarantee if required
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

Each Fund offers both  traditional and Roth IRAs accounts.  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 in which  the
contribution is made.


                                                                              23
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OTHER INFORMATION                                      [Logo]
- --------------------------------------------------------------------------------

DISTRIBUTIONS

Each Fund  distributes its net investment  income quarterly 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


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

A Fund's  distribution of net income (or short-term  capital gain) is taxable to
you as ordinary  income.  A Fund's  distribution  of  long-term  capital gain is
taxable to you as long-term capital gain.

If you buy shares just before your Fund makes a  distribution,  you will pay the
full  price for the  shares  and then  receive a portion  of the price back as a
taxable  distribution.  The  sale  or  exchange  of  Fund  shares  is a  taxable
transaction for income tax purposes.

Your 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 a Fund,  including
state and local tax matters, please see the SAI and consult your tax adviser.


24
<PAGE>


ORGANIZATION

The  Trust  is  a  Delaware  business  trust.   Neither  Fund  expects  to  hold
shareholders'  meetings unless required by Federal or Delaware law. Shareholders
of each series are entitled to vote at  shareholders'  meetings  unless a matter
relates only to specific series (such as approval of an advisory agreement for a
Fund). From time to time, large shareholders may control a Fund or the Trust.





                                                                              25
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                                     [Logo]
- --------------------------------------------------------------------------------

                            BIA SMALL-CAP GROWTH FUND

                             BIA GROWTH EQUITY FUND

FOR MORE INFORMATION

The following documents are available free upon request:

                           ANNUAL/SEMI-ANNUAL REPORTS
     Additional information about each Fund's investments will be contained
in the Fund's annual and semi-annual reports to shareholders. In a 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 year.

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

                              CONTACTING THE FUNDS
          You can get a free copy of the SAI and each Fund's reports,
     request other information and discuss your questions about the Funds by
                            contacting the Funds at:

                         Forum Shareholder Services, LLC
                                  P.O. Box 446
                              Portland, Maine 04112
                            800-540-6807 (toll free)
                                  207-879-0001

                       SECURITIES AND EXCHANGE COMMISSION
             You can also review the Funds' reports and the Funds'
   SAI at the Public Reference Room of the Securities and Exchange Commission.
            You can get text-only copies, for a fee, by writing to:

                              Public Reference Room
                       Securities and Exchange Commission
                           Washington, D.C. 20549-0102
                       e-mail address: [email protected]

       The scheduled hours of operation of the Public Reference Room may
         be obtained by calling the SEC at 202-942-8090. Free copies of
         reports and SAIs are available from the SEC's Internet website
                             at http://www.sec.gov

                    Investment Company Act File No. 811-3023.


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