STONE BRIDGE FUNDS INC
DEFR14A, 1996-09-12
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                            STONE BRIDGE FUNDS, INC.
                               TWO PORTLAND SQUARE
                              PORTLAND, MAINE 04101




Dear Oak Hall Shareholder:

         Stone Bridge Funds,  Inc. is holding a Special  Meeting of Shareholders
on October 15,  1996,  to seek your  approval  for the merger of Oak Hall Equity
Fund into the Oak Hall Equity  Series of the Forum  Funds.  On May 8, 1996,  the
Board of Directors approved the proposed reorganization.

         If the  reorganization  is approved,  the Oak Hall Equity Series of the
Forum Funds will have the same investment objective and policies as the Oak Hall
Equity Fund, the fees and expenses will remain the same and Oak Hall(R)  Capital
Advisors,  L.P. will be the investment  advisor to the Oak Hall Equity Series of
the Forum Funds.  Also,  each of the Fund's other service  providers will remain
the same.

         The Board of Directors of the Stone Bridge Funds has concluded that the
proposal  is in  the  best  interests  of the  Oak  Hall  Equity  Fund  and  its
shareholders  and  recommends  that you vote FOR the proposal.  In order for the
proposal to be approved, the holders of a majority of the outstanding securities
of the Oak Hall  Equity Fund  entitled to vote at the meeting  must vote for the
proposal. Please take the time to consider this important matter and vote now.

         In order to make  sure that your  vote is  represented,  indicate  your
choices  on the  enclosed  proxy  card,  date and sign it and  return  it in the
enclosed envelope.



                                             Sincerely,



                                             --------------
                                             Oak Hall(R) Capital Advisors, L.P.

<PAGE>

                            STONE BRIDGE FUNDS, INC.
                               TWO PORTLAND SQUARE
                              PORTLAND, MAINE 04101




Dear Austin Global Shareholder:

         Stone Bridge Funds,  Inc. is holding a Special  Meeting of Shareholders
on October  15,  1996,  to seek your  approval  for the merger of Austin  Global
Equity Fund into the Austin Global  Equity Series of the Forum Funds.  On May 8,
1996, the Board of Directors approved the proposed reorganization.

         If the  reorganization is approved,  the Austin Global Equity Series of
the Forum  Funds will have the same  investment  objective  and  policies as the
Austin Global Equity Fund, the fees and expenses will remain the same and Austin
Investment Management,  Inc. will be the investment advisor to the Austin Global
Equity  Series  of the Forum  Funds.  Also,  each of the  Fund's  other  service
providers will remain the same.

         The Board of Directors of the Stone Bridge Funds has concluded that the
proposal  is in the best  interests  of the Austin  Global  Equity  Fund and its
shareholders  and  recommends  that you vote FOR the proposal.  In order for the
proposal to be approved, the holders of a majority of the outstanding securities
of the Austin  Global  Equity Fund entitled to vote at the meeting must vote for
the proposal.  Please take the time to consider this  important  matter and vote
now.

         In order to make  sure that your  vote is  represented,  indicate  your
choices  on the  enclosed  proxy  card,  date and sign it and  return  it in the
enclosed envelope.

         If you have any questions, please call me.


                                      Sincerely,



                                      Peter A. Vlachos
                                      Austin Investment Management, Inc.



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