485APOS 1 a485apos.htm FORUM FUNDS // UTENDAHL FLOATING NAV FUND / UTENDAHL GOVERNMENT FLOATING NAV FUND / UTENDAHL CREDIT FLOATING NAV FUND a485apos.htm


 
As filed with the Securities and Exchange Commission December 15, 2009
 
File Nos. 2-67052 and 811-3023
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM N-1A
 
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
 
Post-Effective Amendment No. 265
 
AND
 
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
 
Amendment No. 266
_____________________________________________________________________________________________
 
FORUM FUNDS
Three Canal Plaza, Suite 600
Portland, Maine 04101
207-347-2090
 
Francine J. Rosenberger, Esq.
K&L Gates LLP
1601 K Street, N.W.
Washington, D.C. 20006
 
Copies to:
 
Christopher Madden
Atlantic Fund Administration LLC
Three Canal Plaza
Portland, ME 04101
 
 
It is proposed that this filing will become effective:
 
[ ] immediately upon filing pursuant to Rule 485, paragraph (b)(1)
[ ] on September 1, 2009 pursuant to Rule 485, paragraph (b)(1)
[ ] 60 days after filing pursuant to Rule 485, paragraph (a)(1)
[ ] on ______ pursuant to Rule 485, paragraph (a)(1)
[X] 75 days after filing pursuant to Rule 485, paragraph (a)(2)
[ ] on ______ pursuant to Rule 485, paragraph (a)(2)
[ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
 
Title of series being registered: Utendahl Floating NAV Fund, Utendahl Government Floating NAV Fund, Utendahl Credit Floating NAV Fund
 


The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.



UTENDAHL LOGO
PIMCO LOGO
 
 
UTENDAHL FUNDS
PROSPECTUS

 
February [  ], 2010

 
UTENDAHL FLOATING NAV FUND
Institutional Class [TICKER]
 


The Securities and Exchange Commission has not approved or disapproved of these securities or passed upon the accuracy or adequacy of the disclosure in this Prospectus.  Any representation to the contrary is a criminal offense.
 



TABLE OF CONTENTS  
Summary Section
2
Investment Objective
2
Fees and Expenses
3
Expense Example
3
Principal Investment Strategies
3
Principal Investment Risks
4
Performance Information
6
Manager
7
Portfolio Managers
7
Purchase and Sale of Fund Shares
7
Tax Information
7
Payments to Broker-Dealers and Other Financial Intermediaries
7
 
Details Regarding the Fund’s Investment Strategies and Risks
8
Additional Information Regarding Investment Strategies
8
Additional Information Regarding Risk Factors
10
   
Management
14
The Adviser
14
Portfolio Managers
14
Other Service Providers
15
Fund Expenses
15
   
Your Account
15
How to Contact the Fund
15
General Information
16
Buying Shares
19
Selling Shares
21
Retirement Accounts
23
   
Other Information
23
Distributions
23
Taxes
23
Organization
24
   
Financial Highlights
25
 

 
SUMMARY SECTION

INVESTMENT OBJECTIVE

Utendahl Floating NAV Fund (the “Fund”) seeks to provide high levels of current income while providing daily liquidity and principal preservation.

FEES AND EXPENSES

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Operating expenses are based on amounts expected to be incurred during the Fund’s fiscal year ending February 28, 2011, as a percentage of average daily net assets.

SHAREHOLDER FEES (fees paid directly from your investment)
 
Institutional Shares
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of the offering price)
None
Maximum Sales (Charge) Load Imposed on Reinvested Dividends
None
Deferred Sales Load Imposed on Redemptions (as a percentage of the offering price)
None
Redemption Fee (as a percentage of amount redeemed)
None
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage value of your investment)
 
Management Fees
0.00%
Distribution (12b-1) Fees
None
Other Expenses
0.06%
Acquired Fund Fees and Expenses(1)
0.20%
Total Annual Fund Operating Expenses
0.26%
Fee Reduction & Expense Reimbursements
0.06%
Net Total Annual Fund Operating Expenses(2)
0.20%
 
 (1) The Fund’s shareholders indirectly bear the expenses of the acquired funds in which the Fund invests.  The Fund’s indirect expenses from investing in the acquired funds is based upon the estimated average allocation of the Fund’s investments in the acquired funds and upon the estimated operating expenses of the acquired funds (including estimated waivers and expense limitations) from their most recent prospectus.  Actual acquired funds expenses incurred by the Fund may vary with changes in the allocation of the Fund’s assets among the acquired funds and with other events that directly affect the expenses of the acquired funds.
 
(2) The Adviser has contractually agreed to waive its fee and/or reimburse Fund expenses to the extent that the Total Annual Fund Operating Expenses exceed 0.20% (excluding taxes, interest, portfolio transaction expenses, and extraordinary expenses) through February 28, 2011. The contractual waiver may be changed or eliminated only with the consent of the Board of Trustees.
 
2

Expense Example.  This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  This Example assumes that you invest $10,000 in the Fund for the time periods indicated 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 and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 
1 year
3 years
Institutional Shares
$20
$78
 
Portfolio Turnover.  The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance.  Portfolio turnover rate for the Fund’s last fiscal year is not provided because the Fund has not commenced operations prior to the date of this Prospectus.

PRINCIPAL INVESTMENT STRATEGIES

The Fund is a “fund of funds” that seeks to achieve its investment objective by investing in a combination of underlying funds (“Underlying Funds”) managed by the Investment Adviser.  The Fund’s assets are allocated among two Underlying Funds, the Utendahl Credit Floating NAV Fund (the “Credit Fund”), subadvised by PIMCO, and the Utendahl Government Floating NAV Fund (the “Government Fund”), managed by Utendahl Capital Management, LP..

Utendahl Capital Management, LP (the “Adviser”) is responsible for overall Fund asset allocation.  The allocation between the Credit Fund and the Government Fund will remain in a range of at least 20% and no more than 80% allocated to each of the Underlying Funds.  However, the Adviser will continuously review, and adjust as deemed appropriate, the asset allocation taking into consideration economic, financial markets, fiscal and monetary policy conditions, and will focus on relative value, credit risk, yields, and other investment considerations.

The Credit Fund seeks to achieve its objective of daily liquidity and principal protection by investing, under normal circumstances, at least 65% of its total assets in a diversified portfolio of investment grade securities.  Investment grade securities are those rated in one of the four highest rating categories or, if unrated, deemed comparable by the Credit Fund’s Adviser or Subadviser.

The Government Fund seeks to achieve its objective of daily liquidity and principal protection by investing at least 80% of its assets in obligations issued or guaranteed as to principal and interest by the agencies or instrumentalities of the U.S. government; U.S. Treasury obligations; separately traded interest and principal component parts of such obligations; and repurchase agreements secured by such obligations.

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The Underlying Funds maintain an average portfolio maturity of 90 days or less (weighted by the relative values of its holdings), and generally do not invest in any securities with a remaining maturity of more than 465 days (approximately 15 months).  In general, the majority of securities will have a remaining maturity of 397 days or less.

Each of the Fund and Underlying Funds is a floating NAV fund and seeks to maintain a net asset value close to $10.00 per share.  Unlike money market funds, the Underlying Funds do not seek to maintain a stable share price of $1.00 and will not use the amortized cost method of valuation.  Instead, the Underlying Funds generally value their portfolio securities using current market prices furnished by an independent pricing service.  As a result, each Underlying Fund’s share price, which is its net asset value per share (or NAV), will vary and reflect the effects of unrealized appreciation and depreciation and realized losses and gains.  This feature is designed to maintain liquidity and reduce the likelihood of shareholder redemptions prompted to avoid unrealized depreciation or realized losses.

PRINCIPAL INVESTMENT RISKS

It is important that investors closely review and understand the risks of investing in the Fund.  Unprecedented recent turbulence in the financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect issuers worldwide, which could have an adverse effect on the Fund.
 
Fund of Funds Risk.  The Fund pursues its investment objective by investing its assets in the Underlying Funds, therefore, the risks associated with an investment in the Fund include the risks associated with an investment in the Underlying Funds.

Among the principals risks of investing in the Underlying Funds are:

Low Yield Risk.  Because short-term money market securities are among the safest securities available, the interest they pay is among the lowest for income-paying securities.  Accordingly, the yield of the Underlying Funds will likely be lower than the yield on funds that invest in longer-term or lower-quality securities.
 
Credit Risk. The value of the investment in the Underlying Funds may change in response to changes in the credit ratings of the each Underlying Fund’s portfolio securities. Generally, investment risk and price volatility increase as a security’s credit rating declines.

Interest Rate Risk. An increase in interest rates typically causes a fall in the value of the fixed income securities in which the Underlying Funds may invest.

Liquidity Risk. During periods of market turbulence or unusually low trading activity, in order to meet redemptions it may be necessary for the Credit Fund to sell securities at prices that could have an adverse effect on the Credit Fund’s share price.

Foreign Investment Risk. The Credit Fund may invest in high quality short-term securities of foreign issuers that are denominated in U.S. dollars.  Foreign investments involve certain special
 
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risks, such as unfavorable political and legal developments, limited financial information, regulatory risk and economic and financial instability.

Financial Services Exposure. Changes in government regulation and interest rates and economic downturns can have a significant negative effect on issuers in the financial services sector.

Repurchase Agreement Risk. A repurchase agreement exposes the Underlying Funds to the risk that the party that sells the securities may default on its obligation to repurchase them.  In this circumstance, the Underlying Funds can lose money because it cannot sell the securities at the agreed-upon time and price; or the securities lose value before they can be sold.

Market Risk. Although individual securities may outperform the market, the entire market may decline as a result of rising interest rates, regulatory developments or deteriorating economic conditions.

Variable and Floating Rate Securities Risk.  Variable and floating rate securities generally are less sensitive to interest rate changes but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general.

Mortgage-Related and Other Asset-Backed Securities Risk.  Generally, rising interest rates tend to extend the duration of fixed rate mortgage-related and other asset-backed securities, making them more sensitive to changes in interest rates.  As a result, in a period of rising interest rates, if the Credit Fund holds mortgage-related and/or other asset-backed securities, it may exhibit additional volatility.

Issuer Risk.  Issuer risk is the risk that the value of a security may decline for reasons directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or service.
 
Leveraging Risk.  The risk that certain transactions of the Underlying Funds, such as reverse repurchase agreements, dollar rolls, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment transactions, may give rise to leverage, causing the Underlying Funds to be more volatile than if they had not been leveraged.

Management Risk.  Management risk is the risk that the investment techniques and risk analyses applied by the Adviser and the Credit Fund’s Subadviser will produce the desired results and that legislative, regulatory, or tax developments may affect the investment techniques available to the Adviser and the Credit Fund’s Subadviser and the individual portfolio manager in connection with managing the Credit Fund.  There is no guarantee that the investment objective of the Credit Fund will be achieved.

Please see “Details Regarding the Fund’s Investment Strategies and Risks” for a more detailed description of these risks.

5

PERFORMANCE INFORMATION

Performance information for the Fund is not provided because the Fund had not commenced operations prior to the date of this Prospectus.
 
6

MANAGEMENT

Utendahl Capital Management, LP is the Fund’s Investment Adviser.

PORTFOLIO MANAGEMENT

Mr. Thomas Mandel is primarily responsible for the day to day management of the Fund. Mr. Mandel was the Adviser’s Chief Investment Officer from 1992 until 2005 and is currently a senior member of the Adviser’s investment team.

MANAGEMENT OF THE UNDERLYING FUNDS

The Adviser is the investment adviser for the Underlying Funds and will be responsible for investment decisions within the Government Fund.  Pacific Investment Management Company LLC (“PIMCO” or “Subadviser”) is the Credit Fund’s Subadviser and will be responsible for investment decisions within the Credit Fund.

PURCHASE AND SALE OF FUND SHARES

The Fund will only accept purchase orders and redemption orders with proceeds to be sent by wire and will not accept orders by any other means.  Please contact the Transfer Agent at [Phone Number] to obtain The ABA routing number and the account number for the Fund.  The Fund accepts investments in the following minimum amounts:
 
Initial Minimum Investment
Type of Account
Institutional Shares
Regular Accounts
$5,000,000
There are no minimum subsequent investment requirements.
 
You will be paid for redeemed shares by wire transfer of funds to your financial advisor or bank upon receipt of a duly authorized redemption request as promptly as feasible. For your protection, you may not change the destination bank account over the phone.
 
TAX INFORMATION
 
Shareholders may receive distributions from the Fund of dividends and capital gains, which may be taxed as ordinary income or capital gains.  See “Taxes” in the Fund’s prospectus.
 
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
 
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services.  These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary’s Web site for more information.
 
7

Details Regarding the Fund’s Investment Strategies and Risks

The Fund seeks to provide high levels of current income while providing daily liquidity and principal preservation. The Fund is a “fund of funds” that seeks to achieve its investment objective by investing in a combination of underlying funds (“Underlying Funds”) managed by the Adviser.  The Fund’s assets are allocated among the Underlying Funds. The allocation between the Credit Fund and the Government Fund will  remain in a range of at least 20% and no more than 80% allocated to each of the Underlying Funds.  However, the Adviser will continuously review, and adjust as deemed appropriate, the asset allocation taking into consideration economic, financial markets, fiscal and monetary policy conditions, and will focus on relative value, credit risk, yields, and other investment considerations.  The Adviser will consider information from publically available sources such as economic indicators, money market security yields, credit quality, liquidity, and volatility, monetary and fiscal policy, along with research from various sources, and information discussed with the Credit Fund’s Subadviser, as a part of this ongoing process.  Asset allocation may change over time through investments into or redemptions from one or both Underlying Funds or the Adviser may change asset allocation through proactive re-allocation of assets either within the Underlying Funds or by adjusting the percentage investment into each of the Underlying Funds.  Adjustments to asset allocation will happen as frequently or infrequently as deemed appropriate by the Adviser.
 
Investment Strategies of the Underlying Funds

Utendahl Credit Floating NAV Fund seeks to achieve its objective of daily liquidity and principal protection through investment in a diversified portfolio of high quality, short maturity fixed income securities.  Under normal circumstances, the Credit Fund invests at least 65% of its total assets in a diversified portfolio of investment grade securities.  Such securities include obligations issued or guaranteed by the U.S. government, its agencies or government-sponsored enterprises; corporate debt securities of U.S. and non-U.S. issuers, including  corporate commercial paper; mortgage-backed and other asset-backed securities (meeting the stated final maturity, liquidity, and quality guidelines); bank certificates of deposit, fixed time deposits and bankers’ acceptances; repurchase agreements on fixed income instruments; debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises; obligations of non-U.S. governments or their subdivisions, agencies and government-sponsored enterprises; and obligations of international agencies or supranational entities.  The Credit Fund may invest in securities of non-U.S. issuers only if the securities are U.S. dollar-denominated.  The Credit Fund may invest in securities that pay interest on a variable or floating rate basis.  The Credit Fund may purchase instruments on an extended settlement basis and may, without limitation, seek to obtain market exposure to the securities in which it primarily invests by entering into a series of purchase and sale contracts or by using other investment techniques (such as buy backs or dollar rolls).

·  
The Credit Fund invests in investment grade securities.  Investment grade securities are those rated in one of the four highest rating categories or, if unrated, deemed comparable by the Credit Fund’s Adviser or Subadviser.
 
·  
The Credit Fund maintains an average portfolio maturity of 90 days or less (weighted by the relative values of its holdings), and generally does not invest in any securities with a
 
8

 
  
remaining maturity of more than 465 days (approximately 15 months).  In general, the majority of securities will have a remaining maturity of 397 days or less.
 
·  
The Credit Fund may not, with respect to 75% of the Credit Fund’s total assets, purchase the securities of any issuer, except securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities and securities of other investment companies, if, as a result (i) more than 5% of the Credit Fund’s total assets would be invested in the securities of that issuer, or (ii) the Credit Fund would hold more than 10% of the outstanding voting securities of that issuer.
 
·  
The Credit Fund may invest more than 25% of its total assets in obligations issued by domestic branches of U.S. banks or U.S. branches of foreign banks subject to similar regulations as U.S. banks.
 
·  
The Credit Fund may acquire securities on a when-issued basis and may buy securities that are subject to puts or standby commitments.
 
Utendahl Government Floating NAV Fund seeks to achieve its objective of daily liquidity and principal protection through investments in obligations issued or guaranteed as to principal and interest by the agencies or instrumentalities of the U.S. government; U.S. Treasury obligations; separately traded interest and principal component parts of such obligations; and repurchase agreements secured by such obligations.

·  
At least 80% of the Government Fund’s assets will be invested in U.S. government securities, including U.S. Treasury bills, notes, and other obligations issued by, or guaranteed as to interest and principal by the U.S. government, or by agencies or instrumentalities of the U.S. government and other such obligations that are neither insured nor guaranteed by the U.S. Treasury, such as the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association and the Federal Home Loan Bank.
 
·  
The remainder of the Government Fund’s assets may be invested in U.S. government securities issued by entities that are chartered or sponsored by Congress but whose securities are neither issued nor guaranteed by the U.S. government.  The Government Fund also may invest in repurchase agreements collateralized by the above listed securities.
 
·  
The Government Fund maintains an average portfolio maturity of 90 days or less (weighted by the relative values of its holdings), and generally does not invest in any securities with a remaining maturity of more than 465 days (approximately 15 months).  In general, the majority of securities will have a remaining maturity of 397 days or less.
 
Temporary Defensive Position. In order to respond to adverse market, economic, political or other conditions, the Fund may assume a temporary defensive position that is inconsistent with its principal investment strategies and invest, without limitation, in cash or prime quality cash equivalents (including commercial paper, certificates of deposit, banker’s acceptances and time deposits). A defensive position, taken at the wrong time, may have an adverse impact on the
9

Fund’s performance. The Fund may be unable to achieve its investment objective during the employment of a temporary defensive measure.
 
ADDITIONAL INFORMATION REGARDING RISK FACTORS

Fund of Funds Risk.  The Fund pursues its investment objective by investing its assets in the Underlying Funds rather than investing directly in stocks, bonds, cash or other investments.  The Fund’s investment performance depends on the investment performance of the Underlying Funds in which it invests.  Therefore, the risks associated with an investment in the Fund are also the risks associated with an investment in the Underlying Funds.

There is a risk that the Adviser’s evaluations and assumptions regarding the Fund’s broad asset classes or the Underlying Funds in which the Fund invests may be incorrect based on actual market conditions.  There is a risk that the Fund will vary from the target weightings in the Underlying Funds due to factors such as market fluctuations.  There can be no assurance that the Underlying Funds will achieve their investment objectives.

Because the Fund is a fund of funds, the Fund is subject to the risks associated with the Underlying Funds in which it invests.  The risks of an investment in the Underlying Funds are set forth below:

Principal Risks Associated with Investments in the Underlying Funds

Low Yield Risk.  Because short-term money market securities are among the safest securities available, the interest they pay is among the lowest for income-paying securities.  Accordingly, the yield of the Underlying Funds will likely be lower than the yield on funds that invest in longer-term or lower-quality securities.  With respect to the Government Fund, U.S. government securities are believed to be the safest securities because they are supported by the U.S. government’s full faith and credit pledge (the highest credit quality available) and because they are among the most widely traded and most liquid securities investors can buy.

Credit Risk. The value of the Fund’s investment in the Underlying Funds may change in response to the credit ratings of the Underlying Funds’ portfolio securities.  The degree of risk for a particular security may be reflected in its credit rating.  Generally, investment risk and price volatility increase as a security’s credit rating declines.  The financial condition of an issuer of a fixed income security held by an Underlying Fund may cause it to default or become unable to pay interest or principal due on the security.  The Underlying Funds cannot collect interest and principal payments on a fixed income security if the issuer defaults.  Investments in fixed income securities that are issued by U.S. government sponsored entities such as the Federal National Mortgage Association, the Federal Home Loan Mortgage Association, and the Federal Home Loan Banks involve credit risk as they are not backed by the full faith and credit of the U.S. government.

In relative terms, the Government Fund, which invests in securities backed by the full faith and credit of the U.S. government, offers the lower credit risk as compared with other funds.

10

The Credit Fund could lose money if the issuer or guarantor of a fixed income security, repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations.  Securities are subject to varying degrees of credit risk, which are often reflected in credit ratings.  To the extent that the Credit Fund invests 25% or more of its assets in obligations issued by U.S. banks, the Credit Fund will be subject to bank concentration risks, such as adverse changes in economic and regulatory developments affecting the banking industry that could affect the ability of the banks to meet their obligations.

Interest Rate Risk. The value of the Fund’s investment in the Underlying Funds may change in response to changes in interest rates.  Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates.  As nominal interest rates rise, the value of certain fixed income securities held by an Underlying Fund is likely to decrease.  A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate.  Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations.

Repurchase Agreement Risk.  A repurchase agreement exposes an Underlying Fund to the risk that the party that sells the securities may default on its obligation to repurchase them.  In this circumstance, an Underlying Fund can lose money because: 1) it cannot sell the securities at the agreed-upon time and price; or 2) the securities lose value before they can be sold.  The Underlying Funds seek to reduce this risk by monitoring the creditworthiness of the sellers with whom it enters into repurchase agreements.  The Underlying Funds also monitor the value of the securities to ensure that they are at least equal to the total amount of the repurchase obligations, including interest and accrued interest.

Market Risk. The market value of a security may fluctuate, sometimes rapidly and unpredictably.  This volatility may cause a security to be worth less than what was paid for it.  Market risk may affect a single issuer, industry, sector of the economy or the market as a whole.  Stock markets can decline for many reasons, including adverse political or economic developments, changes in investor psychology, or heavy institutional selling.  The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment.

Principal Risks Associated with Investments in the Credit Fund

Liquidity Risk.  Liquidity risk exists when particular investments are difficult to purchase or sell.  Certain fixed income securities held by the Credit Fund may reduce the returns of the Credit Fund because it may be unable to sell the illiquid securities at an advantageous time or price.  As a result, the Credit Fund may have to hold these securities longer than it would like and may forego other investment opportunities.  Additionally, the market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer.  In such cases, the Credit Fund, due to limitations on investments in illiquid securities and the difficulty in purchasing and selling such securities or instruments, may be unable to achieve its desired level of exposure to a certain sector.  To the extent that the Credit Fund’s principal investment strategies involve foreign (non-
 
11

U.S.) securities or securities with substantial market and/or credit risk, the Credit Fund will tend to have the greatest exposure to liquidity risk.
 
Foreign Investment Risk.  The Credit Fund invests in foreign (non-U.S.) securities which may experience more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies.  The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries.  Additionally, issuers of foreign securities are usually not subject to the same degree of regulation as U.S. issuers.  Reporting, accounting and auditing standards of foreign countries differ, in some cases significantly, from U.S. standards.  Also, nationalization, expropriation or confiscatory taxation, currency blockage, political changes or diplomatic developments could adversely affect the Credit Fund’s investments in a foreign country.  In the event of nationalization, expropriation or other confiscation, the Credit Fund could lose its entire investment in foreign securities.  Adverse conditions in a certain region can adversely affect securities of other countries whose economies appear to be unrelated.  To the extent that the Credit Fund invests a significant portion of its assets in a specific geographic region, the Credit Fund will generally have more exposure to regional economic risks associated with foreign investments.

Financial Services Exposure.  Financial services companies are highly dependent on the supply of short term financing.  The value of securities of issuers in the financial services sector can be sensitive to changes in government regulation and interest rates and economic downturns in the U.S. and abroad.

Variable and Floating Rate Securities Risk.  Variable and floating rate securities generally are less sensitive to interest rate changes but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general.  Conversely, floating rate securities will not generally increase in value if interest rates decline.  Inverse floating rate securities may decrease in value if interest rates increase.  Inverse floating rate securities may also exhibit greater price volatility than a fixed rate obligation with similar credit quality.  When the Credit Fund holds variable or floating rate securities, a decrease (or, in the case of inverse floating rate securities, an increase) in market interest rates will adversely affect the income received from such securities and the net asset value of the Credit Fund’s shares.

Mortgage-Related and Other Asset-Backed Securities Risk.  Mortgage-related and other asset-backed securities are subject to certain additional risks.  Generally, rising interest rates tend to extend the duration of fixed rate mortgage-related securities, making them more sensitive to changes in interest rates.  As a result, in a period of rising interest rates, if the Credit Fund holds mortgage-related securities, it may exhibit additional volatility.  This is known as extension risk.  In addition, adjustable and fixed rate mortgage-related securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their mortgages sooner than expected.  This can reduce the returns of the Credit Fund because the Credit Fund may have to reinvest that money at the lower prevailing interest rates.  The Credit Fund’s investments in other asset-backed securities are subject to risks similar to those associated with mortgage-related securities, as well as additional risks associated with the nature of the assets and the servicing of those assets.

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Issuer Risk.  Issuer risk is the risk that the value of a security may decline for reasons directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or service.

Reverse Repurchase Agreements, Dollar Rolls and Other Borrowings.  The Credit Fund may enter into reverse repurchase agreements and dollar rolls. A reverse repurchase agreement or dollar roll involves the sale of a security by a Fund and its agreement to repurchase the instrument at a specified time and price, and may be considered a form of borrowing for some purposes.  The Credit Fund will segregate or “earmark” assets determined to be liquid by the Subadviser to cover its obligations under reverse repurchase agreements and dollar rolls.  Reverse repurchase agreements, dollar rolls and other forms of borrowings may create leveraging risk for the Credit Fund.

When-Issued, Delayed Delivery and Forward Commitment Transactions.  The Credit Fund may purchase or sell securities which it is eligible to purchase or sell on a when-issued basis, may purchase and sell such securities for delayed delivery and may make contracts to purchase or sell such securities for a fixed price at a future date beyond normal settlement time (forward commitments).  When-issued transactions, delayed delivery purchases and forward commitments involve a risk of loss if the value of the securities declines prior to the settlement date. This risk is in addition to the risk that the Credit Fund’s other assets will decline in value.  Therefore, these transactions may result in a form of leverage and increase the Credit Fund’s overall investment exposure.  Typically, no income accrues on securities the Credit Fund has committed to purchase prior to the time delivery of the securities is made, although the Credit Fund may earn income on securities it has segregated or “earmarked” to cover these positions.  When the Credit Fund has sold a security on a when-issued, delayed delivery, or forward commitment basis, the Credit Fund does not participate in future gains or losses with respect to the security.

Management Risk.  Management risk is the risk that the investment techniques and risk analyses applied by the Adviser and Subadviser will produce the desired results and that legislative, regulatory, or tax developments may affect the investment techniques available to the Adviser and Subadviser and the individual portfolio manager in connection with managing the Credit Fund.  There is no guarantee that the investment objective of the Credit Fund will be achieved.
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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 the Fund is managed under the oversight of the Board of Trustees (the “Board”).  The Board oversees 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 Fund’s Statement of Additional Information (“SAI”).

The Adviser.  The Fund’s Adviser is Utendahl Capital Management, LP, a Delaware limited partnership whose principal place of business is 30 Broad Street, 21st floor, New York, NY 10004.  The Adviser also provides investment advisory services to the accounts of private individual and institutional investors.  As of October 31, 2009, the Adviser had $1.6 billion in other assets under management.

The Adviser receives an advisory fee at an annual rate of 0.20% of the average daily net assets of each Underlying Fund under the terms of its Investment Advisory Agreement. The Adviser has contractually agreed to waive its fee and/or reimburse each Underlying Fund’s expenses to the extent that the Total Annual Fund Operating Expenses exceed 0.20% (excluding taxes, interest, portfolio transaction expenses, and extraordinary expenses) through February 28, 2011. The contractual waiver may be changed or eliminated only with the consent of the Board of Trustees.
A discussion regarding the basis for the Board of Trustees approving the investment advisory contract of the Fund will be included in the Fund’s semi-annual report to shareholders for the fiscal period ended August 31, 2010.

Portfolio Manager.  The person employed by or associated with the Adviser who is primarily responsible for the day-to-day management of the Fund’s portfolio is Thomas Mandel, CFA. Mr. Mandel is a founder and Managing Director of the Adviser, serving as Chief Information Officer from inception in 1992 until 2005.  Mr. Mandel continues to serve as a senior member of the investment team since 2005.

The Fund’s SAI provides additional information about Mr. Mandel’s compensation, other accounts managed by Mr. Mandel, and Mr. Mandel’s ownership of securities in the Fund.

The Adviser may pay additional compensation, out of its own resources and not as an expense of the Fund, to brokers or other financial intermediaries, or their affiliates, in connection with the sale, distribution, retention and/or servicing of Fund shares.  To the extent that these resources are derived from advisory fees paid by the Fund, these payments could be considered “revenue sharing.”  In some cases, these payments may create an incentive for the intermediary or its employees to recommend or sell shares of the Fund to you.  If you have purchased shares of a Fund through an intermediary, please contact your intermediary to learn more about any payments it receives from the Adviser and/or its affiliates, as well as fees and/or commissions the intermediary charges.  You should also consult disclosures made by your intermediary at the time of purchase.  Any such payments will not change the net asset value or the price of the Fund’s shares.

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Other Service Providers. Atlantic Fund Administration, LLC (“Atlantic”) provides certain administration, portfolio accounting and transfer agency services to the Fund and the Trust and supplies certain officers to the Trust, including a Principal Executive Officer (“PEO”), Principal Financial Officer (“PFO”), Chief Compliance Officer (“CCO”) and an Anti-Money Laundering Compliance Officer (“AMLCO”), as well as additional compliance support functions.

Foreside Fund Services, LLC, the Trust’s principal underwriter (the “Distributor”), acts as the Trust’s Distributor in connection with the offering of the Fund’s shares. The Distributor may enter into arrangements with banks, broker-dealers and other financial institutions through which investors may purchase or redeem shares.

The Distributor is not affiliated with the Adviser or with Atlantic or their affiliates.

Fund Expenses. The Fund pays expenses out of its own assets.  Expenses of each share class include that class’ own expenses as well as Trust expenses that are allocated among the Fund, its classes of shares and all other funds of the Trust.  Certain service providers may waive all or any portion of their fees and reimburse certain expenses of the Fund.  Any fee waiver or expense reimbursement increases investment performance of the Fund and/or its applicable share classes for the period during which the waiver or reimbursement is in effect and may not be recouped at a later date.

Your Account

How to Contact the Fund
 
Write to us at:
Utendahl Floating NAV Fund
P.O. Box 588
Portland, Maine 04112
 
Overnight address:
Utendahl Floating NAV Fund
c/o Atlantic Fund Administration, LLC
Three Canal Plaza, Ground Floor
Portland, Maine 04101
 
Telephone us at:
[TELEPHONE] (toll free)
 
Email us at:
info@ucmpartners.com
 
Wire investments to:
 Please contact the Transfer Agent at Fund Phone Number to obtain The ABA routing number and the account number for the Fund.
 
15

General Information. You may purchase or sell (redeem) shares of the Fund on each weekday that the New York Stock Exchange (“NYSE”) is open.  Under unusual circumstances, the Fund may accept and process shareholder orders when the NYSE is closed if deemed appropriate by the Trust’s officers.
 
You may purchase or sell (redeem) shares at the NAV next calculated after the transfer agent receives your request in proper form (as described in this Prospectus on pages [__] through [__]).  If the transfer agent receives your purchase or redemption request in proper form by 2:00 p.m., Eastern time, your transaction will price at the NAV of the Fund the same business day; if the transfer agent receives your request after 2:00 p.m., Eastern time, your transaction will price at the NAV of the Fund the next business day.   Wire proceeds from redemption requests received in good order by 2:00 p.m. Eastern time (or such other time as may be designated by the Fund) will generally be transmitted to shareholders on the same day.  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 from the Fund detailing Fund balances and all transactions completed during the prior month and a confirmation of each transaction.  Automatic reinvestments of distributions and systematic investments/withdrawals may be confirmed only by monthly statement.  You should verify the accuracy of all transactions in your account as soon as you receive your confirmation and monthly statements.

The Fund may temporarily suspend (during unusual market conditions) or discontinue any service or privilege, including systematic investments and withdrawals, wire redemption privileges and telephone redemption privileges.

The Fund reserves the right to refuse any purchase request, particularly requests that could adversely affect the Fund or its operations.

When and How NAV is Determined. The Fund calculates its NAV as of 2:00 p.m., Eastern time (or at the close of the NYSE, whichever is earlier) on each weekday when the NYSE is open.  The time at which the NAV is calculated may change in case of an emergency, if deemed appropriate by the Trust’s officers.
 
The Fund’s NAV is determined by taking the market value of the Fund’s total assets, subtracting liabilities and then dividing the result (net assets) by the number of the Fund’s shares outstanding.  Since the Credit Fund may invest in securities that may trade on foreign securities markets on days other than a Fund business day, the value of the Credit Fund’s portfolio may change on days on which shareholders will not be able to purchase or redeem Fund shares.
 
The Fund and the Underlying Funds generally value securities based on valuations received from independent pricing services.  Investments in other open-end regulated investment companies are valued at their NAV.
 
In the event that the pricing services are unable to provide a valuation for a security, the Fund and the Underlying Funds may need to determine a fair value pursuant to procedures (“Procedures”) adopted by the Board.  Market quotations may not be readily available or may be unreliable if, among other things: (i) the exchange on which a security is principally traded
 
16

closes early; (ii) trading in a security is halted during the day and does not resume prior to the time as of which the Fund calculates its NAV; or (iii) events occur after the close of the securities markets on which the Fund’s portfolio securities primarily trade but before the time as of which the Fund calculates its NAV.  Fair valuation has the effect of updating security prices to reflect market value based on, among other things, the recognition of a significant event. The Fund and the Underlying Funds may also value newly acquired securities at their amortized cost and/or purchase price on the date of acquisition.
 
Fair value pricing is based on subjective factors.  As a result, the fair value price for a security may differ from the security’s market price and may not be the price at which the security may be sold.  Fair valuation could result in a different NAV than a NAV determined by using market quotes.

NYSE Holiday Schedule. The NYSE is open every weekday, Monday through Friday, except on the following holidays: New Year’s Day, Martin Luther King, Jr. Day (the third Monday in January), President’s Day (the third Monday in February), Good Friday, Memorial Day (the last Monday in May), Independence Day, Labor Day (the first Monday in September), Thanksgiving Day (the fourth Thursday in November) and Christmas Day.  Exchange holiday schedules are subject to change without notice.  The NYSE may close early on the day before each of these holidays and the day after Thanksgiving Day.
 
To the extent the Fund’s portfolio investments trade in markets on days when the Fund is not open for business, the Fund’s assets may vary on those days.  In addition, trading in certain portfolio investments may not occur on days the Fund is open for business because markets or exchanges other than the NYSE may be closed.  If the exchange or market on which the Fund’s underlying investments are primarily traded closes early, the NAV may be calculated prior to its normal market calculation time.  For example, the primary trading markets for the Fund may close early on the day before certain holidays and the day after Thanksgiving.
 
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 Fund.  These 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.
 
The Fund, as permitted, or any of its agents may enter into arrangements with a financial institution under which such party, at its own expense, will pay the financial institution a fee for providing distribution related services and/or for performing certain administrative and transfer agency servicing functions (such as sub-transfer agency, record-keeping or shareholder communication services) for the benefit of Fund shareholders.  Such payments by such party may create an incentive for these financial institutions to recommend that you purchase Fund shares.
 
Anti-Money Laundering Program. Customer identification and verification are part of the Fund’s overall obligation to deter money laundering under Federal law.  The Trust has adopted an Anti-Money Laundering Program designed to prevent the Fund from being used for money laundering or the financing of terrorist activities.  In this regard, the Fund reserves the right, to
 
17

the extent permitted by law, (i) to refuse, cancel or rescind any purchase order or (ii) to freeze any account and/or suspend account services.  These actions will be taken when, at the sole discretion of Trust management, they are deemed to be in the best interest of the Fund or in cases when the Fund is requested or compelled to do so by governmental or law enforcement authority.  If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if the Fund is required to withhold such proceeds.
 
Portfolio Holdings.  A description of the Fund’s policies and procedures with respect to the disclosure of portfolio securities is available in the Fund’s SAI, which can be found on the Fund’s website.
 

18

BUYING SHARES
 
How to Make Payments
 
Unless purchased through a third party financial institution, all investments must be made by wire. Please contact the Transfer Agent at [Phone Number] to obtain The ABA routing number and the account number for the Fund, and instruct your financial institution with whom you have an account to make a Federal Funds wire payment to the Fund.  Your financial institution may charge you a fee for this service.
 
Minimum Investments The Fund accepts investments in the following minimum amounts:
 
  Initial Minimum Investment
Type of Account
Institutional Shares
 
Regular Accounts
$5,000,000
 

There are no minimum subsequent investment requirements.

If deemed appropriate by the Trust officers, the Fund may waive investment minimum requirements for certain Fund investors, including the following:

·  
A client of a financial institution with which the Distributor has entered into a selected dealer or similar agreement on behalf of the fund;
·  
Trustees and officers of the Trust;
·  
Principals, officers and full-time employees of the Adviser, the Distributor or any of their respective affiliates (a person in any of the first three categories is referred to herein as a “Fund Associate”);
·  
A spouse, parent, child, sibling or other close family member of any of the foregoing persons;
·  
A rollover by an individual retirement account or a self-employed retirement plan;
·  
A trust for the benefit of or the estate of a Fund Associate;
·  
A client of the Advisor or a person otherwise known to the Adviser through a Fund Associate; and
·  
Other investors, as deemed appropriate by the Fund.
 
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Account Requirements

Type of Account
Requirement
Individual, Sole Proprietorship and Joint Accounts
Individual accounts and sole proprietorship accounts are owned by one person.  Joint accounts have two or more owners (tenants).
· Instructions must be signed by all persons required to sign and signed exactly as their names appear on the account.
 
Gifts or Transfers to a Minor (UGMA, UTMA)
These custodial accounts provide a way to give money to a child and obtain tax benefits.
· Depending on state laws, you can set up a custodial account under the UGMA or the UTMA.
· The custodian must sign instructions in a manner indicating custodial capacity.
Corporations/Other
· The entity should submit a certified copy of its articles of incorporation (or a government-issued business license or other document that reflects the existence of the entity) and corporate resolution or a secretary’s certificate.
Trusts (including corporate pension plans)
· The trust must be established before an account   may be opened.
· The Trust should provide the first and signature pages from the trust document identifying the trustees.
 
Account Application and Customer Identity Verification To help the government fight the funding of terrorism and money laundering activities, Federal law requires financial institutions to, among other measures, obtain, verify, and record information that identifies each person who opens an account.
 
When you open an account, the Fund will ask for your first and last name, taxpayer identification number, physical street address, date of birth, and other information or documents that will allow us to identify you.
 
If you do not supply the required information, the Fund will attempt to contact you or, if applicable, your financial adviser.  If the Fund cannot obtain the required information within a timeframe established in its sole discretion, your application will be rejected.
 
When your application is in proper form and includes all required information, your application will normally be accepted and your order will be processed at the NAV next calculated after receipt of your application and in proper form. Once your application is accepted, the Fund will attempt to verify your identity using the information you have supplied and other information about you that is available from third parties, including information available in public and private databases such as consumer reports from credit reporting agencies.

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The Fund will try to verify your identity within a timeframe established in its sole discretion.  If the Fund cannot do so, the Fund reserves the right to redeem your investment at the next NAV calculated after the Fund decides to close your account. If your account is closed, you may be subject to a gain or loss on Fund shares and will be subject to any related taxes and will not be able to recoup any sales charges or redemption fees assessed.  If the Fund has not yet collected payment for the shares you are selling, it may delay sending redemption proceeds until such payment is received, which may be up to 15 calendar days.
 
The Fund may reject your application under the Trust’s Anti-Money Laundering Program. Under this program, your money may not be returned to you if your account is closed at the request of governmental or law enforcement authorities.

Limitations on Frequent Purchases and Redemptions. Because of the Fund’s low volatility and holdings of short-term securities, generally the Fund is not susceptible to market timing. Thus, the Board has adopted a policy of not monitoring for frequent purchases and redemptions of Fund shares. Frequent trading by Fund shareholders poses risks to other shareholders in the Fund, including (i) the dilution of the Fund’s NAV, (ii) an increase in the Fund’s expenses, and (iii) interference with the portfolio manager’s ability to execute efficient investment strategies.
 
Policy on Prohibition of Foreign Shareholders. The Fund requires that all shareholders be U.S. persons with a valid U.S. taxpayer identification number to open an account with the Fund.
 
Investment Procedures
 
How to Open an Account How to Add to Your Account
Through a Financial Institution
•    Contact your advisor using the method that is most convenient for you
Through a Financial Institution
   Contact your advisor using the method that is most convenient for you
By Wire
· Call us or write us, or visit [email address]  for an account application
· Complete the application (and other required documents, if applicable)
· Call us to fax the completed application (and other required documents, if applicable) and we will assign you an account number
· Mail us your original application (and other required documents, if applicable)
· Instruct your financial institution to wire your money to us
By Wire
· Instruct your financial institution to wire your money to us
 
Selling Shares The Fund processes redemption orders received in good order at the next calculated NAV.  Under normal circumstances, the Fund will send redemption proceeds to you within a week. If the Fund has not yet collected payment for the shares you are selling, it may delay sending redemption proceeds until such payment is received, which may be up to 15 calendar days.
 
21

 
How to Sell Shares from Your Account
Through a Financial Institution
      Contact your advisor using the method that is most convenient for you

Wire Redemption Privileges  You may redeem your shares by wire.  The minimum amount that may be redeemed by wire is $5,000.
 
Signature Guarantee Requirements.  To protect you and the Fund against fraud, signatures on certain requests must have a Medallion signature guarantee.  A Medallion signature guarantee verifies the authenticity of your signature.  You can obtain a Medallion signature guarantee from most banking institutions or securities brokers, but not from a notary public.  The transfer agent will need written instructions signed by all registered shareholders, with a Medallion signature guarantee for each shareholder, for any of the following:
 
  ●  Written requests to redeem $100,000 or more;
   
  Changes to a shareholder’s record name or account registration;
   
  ●  Paying redemption proceeds from an account for which the address has changed within the last 30 days
   
  ●  Sending redemption and distribution proceeds to any person, address or financial institution account not on record;
   
  ●  Sending redemption and distribution proceeds to an account with a different registration (name or ownership) from your account;
   
  ●  Adding or changing ACH or wire instructions, telephone redemption or exchange options, or any other election in connection with your account.
 
The transfer agent reserves the right to require a Medallion signature guarantee on all redemptions.
 
Small Accounts.  If the value of your account falls below $250, the Fund may ask you to increase your balance.  If the account value is still below $250 after 60 days, the Fund retains the right to close your account and send you the proceeds.  There are no minimum balance requirements for qualified retirement plans.  The Fund will not close your account if it falls below these amounts solely as a result of Fund performance.
 
Redemptions In Kind.  Pursuant to an election filed with the Securities and Exchange Commission (the “SEC”), the Fund reserves the right to pay redemption proceeds in portfolio securities rather than in cash.  To the extent that a Fund shareholder redeems its Fund holdings in kind, the shareholder assumes any risk of the market price of such securities fluctuating.  In addition, the shareholder will bear any brokerage and related costs in disposing of or selling the portfolio securities it receives from the Fund.  Please see the Fund’s SAI for more detail on redemptions in kind.
 
Lost Accounts.  The transfer agent may consider your account “lost” if correspondence to your address of record is returned as undeliverable on two consecutive occasions, unless the transfer agent determines your new address.  When an account is “lost,” all distributions on the account
 
22

will be reinvested in additional Fund shares.  In addition, the amount of any outstanding (unpaid for six months or more) checks that have been returned to the transfer agent may be reinvested at the then-current NAV and the checks will be canceled.  However, checks will not be reinvested into accounts with a zero balance, but will be held in an account until the Transfer Agent locates you or the funds escheat to the state of your last known address.

Retirement Accounts. You may invest in Fund shares through an IRA account, including traditional and Roth IRAs also known as “Qualified Retirement Accounts.” The Fund may also 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 in which the contribution is made.

Other Information

Distributions

The Fund declares distributions from net investment income daily and pays those distributions monthly. Net capital gain, if any, realized by the Fund will be distributed at least annually.  Shareholders begin earning dividends on the business day that the transfer agent receives the request and payment in proper form.  All expenses are accrued daily and are deducted before declaration of dividends to investors.  Dividends and distributions from the Fund will be reinvested in additional full and fractional shares of the Fund at the NAV determined on the payable date.
 
Taxes
 
The Fund generally intends to operate in a manner such that it will not be liable for Federal income or excise taxes.
 
You will generally be taxed on the Fund’s distributions, regardless of whether you reinvest them or receive them in cash. The Fund’s distributions of net investment income (including net short-term capital gain) are taxable to you as ordinary income. The Fund’s distributions of net long-term capital gain, if any, are taxable to you as long-term capital gain, regardless of how long you have held your shares. Distributions may also be subject to  state and local income taxes. Some Fund distributions may also include nontaxable returns of capital. Return of capital distributions reduce your tax basis in your Fund shares and are treated as gain from the sale of the shares to the extent your basis would be reduced below zero.
 
A portion of the Fund’s distributions may be treated as “qualified dividend income,” taxable to individuals at a maximum Federal income tax rate of 15% (0% for individuals in lower tax brackets) through 2010. A distribution is treated as qualified dividend income to the extent that the Fund receives dividend income from taxable domestic corporations and certain qualified foreign corporations, provided that certain holding period and other requirements are met by the Fund and the shareholder.
 
A distribution of net capital gain or net investment income reduces the NAV of the Fund’s shares by the amount of the distribution. If you purchase shares prior to a distribution, you are taxed on the distribution even though it represents a return of your investment.
 
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The sale (redemption) of Fund shares is a taxable transaction for Federal income tax purposes. You will recognize a gain or loss on such a transaction equal to the difference, if any, between the amount of your net redemption proceeds and your tax basis in the Fund shares. Such gain or loss will be capital gain or loss if you held your Fund shares as capital assets. Any capital gain or loss will generally be treated as long-term capital gain or loss if you held the Fund shares for more than one year at the time of the sale. Any capital loss arising from the sale of shares held for six months or less, however, will be treated as long-term capital loss to the extent of the amount of net long-term capital gain distributions with respect to those shares.
 
The Fund may be required to withhold Federal income tax at a 28% rate on all taxable distributions and redemption proceeds otherwise payable to you if you fail to provide the Fund with your correct taxpayer identification number or to make required certifications or if you have been notified by the Internal Revenue Service that you are subject to backup withholding. Backup withholding is not an additional tax. Rather, any amounts withheld may be credited against your Federal income tax liability.
 
Investment income received by the Fund from sources within foreign countries may be subject to foreign income taxes withheld at the source.
 
The Fund will mail you a statement containing information about the income tax status of distributions paid during a calendar year soon after December 31 of that 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 statutory trust, and the Fund is a series of the Trust.  The Fund does not expect to hold shareholders’ meetings unless required by Federal or Delaware law.  Shareholders of a separate series of the Trust are not entitled to vote separately at shareholders’ meetings unless a matter relates only to specific series (such as approval of the advisory agreement for a Fund).   From time to time, large shareholders may control the Fund or the Trust.
 
24

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund’s financial performance for the period of the Fund’s operations.  Financial highlights are not provided because the Fund has not commenced operations prior to the date of this Prospectus.

25


Utendahl Floating NAV Fund
 
FOR MORE INFORMATION
 
Annual/Semi-Annual Reports
Additional information about the Fund’s investments will be available in the Fund’s annual/semi-annual reports (when available) 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, and is legally part of, this Prospectus.

Contacting the Fund
You may obtain free copies of the annual/semi-annual reports (when available) and the SAI, request other information and discuss your questions about the Fund by contacting the Fund at:

Utendahl Floating NAV Fund
c/o Atlantic Fund Administration
P.O. Box 588
Portland, Maine 04112
[(xxx) xxx-xxxx or (xxx) xxx-xxxx] (toll free)

The Fund’s prospectus, SAI, and annual/semi-annual reports (when available), as well as a description of the policies and procedures with respect to the disclosure of the Fund’s portfolio securities, are available without charge on the Fund’s website at:  www.utendahlcapitalmanagement.com

Securities and Exchange Commission Information
You may also review the Fund’s annual/semi-annual reports (when available), the SAI and other information about the Fund 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) 551-8090.You may obtain copies of this information, for a fee, by e-mailing or writing to:
Public Reference Room
Securities and Exchange Commission
Washington, D.C. 20549
mailto:publicinfo@sec.gov
 
Fund information, including copies of the annual/semi-annual reports (when available) and the SAI, is available on the SEC’s Web site at http://www.sec.gov/.
 
 
 
Distributor
Foreside Fund Services, LLC
http://www.foreside.com/
 
Investment Company Act File Number 811-3023.



26



The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

UTENDAHL LOGO
PIMCO LOGO

UTENDAHL FUNDS
PROSPECTUS

 
February [  ], 2010

 
UTENDAHL CREDIT FLOATING NAV FUND

Institutional Class (Ticker)

UTENDAHL GOVERNMENT FLOATING NAV FUND

Institutional Class (Ticker)

 

The Securities and Exchange Commission has not approved or disapproved of these securities or passed upon the accuracy or adequacy of the disclosure in this Prospectus.  Any representation to the contrary is a criminal offense.
 
 
 

 

TABLE OF CONTENTS
Utendahl Credit Floating NAV Fund Summary
Investment Objective
3  
Fees and Expenses
3  
Expense Example 3  
Principal Investment Strategies
4  
Principal Investment Risks
5  
Performance Information
7  
Portfolio Management
7  
Purchase and Sale of Fund Shares
7  
Tax Information
7  
Payments to Broker-Dealers and Other Financial Intermediaries
7  
     
Utendahl Government Floating NAV Fund Summary
   
Investment Objective
9  
Fees and Expenses
9  
Expense Example 10  
Principal Investment Strategies
10  
Principal Investment Risks
11  
Performance Information
11  
Portfolio Management
11  
Purchase and Sale of Fund Shares
12  
Tax Information
12  
Payments to Broker-Dealers and Other Financial Intermediaries
12  
   
Investment Details Regarding the Funds
 
Utendahl Credit Floating NAV Fund
 
Additional Information Regarding Investment Strategies
14  
Additional Information Regarding Risk Factors
14  
 Utendahl Government Floating NAV Fund
   
Additional Information Regarding Investment Strategies
18  
Additional Information Regarding Risk Factors
18  
     
Management
 
The Adviser and Subadviser
20  
Portfolio Managers
20  
Other Service Providers
21  
Fund Expenses
21  


Your Account
 
How to Contact the Fund
22  
General Information
22  
Buying Shares
24  
Selling Shares
27  
     
Other Information
29  
Distributions
29  
Taxes
29  
Organization
30  
     
Financial Highlights 31  
 
 
 

 

UTENDAHL CREDIT FLOATING NAV FUND SUMMARY

INVESTMENT OBJECTIVE

The Utendahl Credit Floating NAV Fund (the “Credit Fund”) seeks to provide a high level of current income that is consistent with daily liquidity and principal preservation.

FEES AND EXPENSES

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Credit Fund.  Operating expenses are based on amounts expected to be incurred during the Credit Fund’s fiscal year ending February 28, 2011, as a percentage of average daily net assets.
 
SHAREHOLDER FEES (fees paid directly from your investment)
 
Institutional Shares
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
None
 
Maximum Sales (Charge) Load Imposed on Reinvested Dividends
None
 
Deferred Sales Load Imposed on Redemptions (as a percentage of the offering price)
None
 
Redemption Fee (as a percentage of amount redeemed)
None
 
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage value of your investment)
   
Management Fees
0.20 %
 
Distribution (12b-1) Fees
None
 
Other Expenses(1)
0.13%
 
Total Annual Fund Operating Expenses
0.33%
 
Fee Reduction & Expense Reimbursements
0.13%
 
Net Total Annual Fund Operating Expenses(2)
0.20%
 

(1) Other Expenses include Acquired Fund fees and expenses (“AFFE”). AFFE reflect the pro-rata portion of the fees and expenses charged by any underlying funds in which the Credit Fund may invest. AFFE are expected to be less than 0.01% for the Fund’s fiscal year ending February 28, 2011.
 
(2) The Adviser has contractually agreed to waive its fee and/or reimburse Credit Fund expenses to the extent that the Total Annual Fund Operating Expenses exceed 0.20% (excluding taxes, interest, portfolio transaction expenses, and extraordinary expenses) through February 28, 2011. The contractual waiver may be changed or eliminated only with the consent of the Board of Trustees.

Expense Example.  This Example is intended to help you compare the cost of investing in the Credit Fund with the cost of investing in other mutual funds.  This Example assumes that you invest $10,000 in the Credit Fund for the time periods indicated and then redeem all of your
 
3

shares at the end of those periods.  The Example also assumes that your investment has a 5% annual return and that the Credit Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 
1 year
3 years
Institutional Shares
$20
$93

Portfolio Turnover.  The Credit Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when the Credit Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Credit Fund’s performance. Portfolio turnover rate for the Credit Fund’s last fiscal year is not provided because the Credit Fund has not commenced operations prior to the date of this Prospectus.

PRINCIPAL INVESTMENT STRATEGIES

The Credit Fund seeks to achieve its objective of daily liquidity and principal protection through investment in a diversified portfolio of high quality, short maturity fixed income securities.

The Credit Fund is a floating NAV fund and seeks to maintain a net asset value close to $10.00 per share.  Unlike money market funds, it does not seek to maintain a stable share price of $1.00 and will not use the amortized cost method of valuation.  Instead, the Credit Fund generally values its portfolio securities using current market prices furnished by an independent pricing service. As a result, the Credit Fund’s share price, which is its net asset value per share (or NAV), will vary and reflect the effects of unrealized appreciation and depreciation and realized losses and gains.  This feature is designed to maintain liquidity and reduce the likelihood of shareholder redemptions prompted to avoid unrealized depreciation or realized losses.

·  
The Credit Fund seeks to achieve its investment objective by investing, under normal circumstances, at least 65% of its total assets in a diversified portfolio of investment grade securities.  Such securities include obligations issued or guaranteed by the U.S. government, its agencies or government-sponsored enterprises; corporate debt securities of U.S. and non-U.S. issuers, including  corporate commercial paper; mortgage-backed and other asset-backed securities (meeting the stated final maturity, liquidity, and quality guidelines); bank certificates of deposit, fixed time deposits and bankers’ acceptances; repurchase agreements on fixed income instruments; debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises; obligations of non-U.S. governments or their subdivisions, agencies and government-sponsored enterprises; and obligations of international agencies or supranational entities.  The Credit Fund may invest in securities of non-U.S. issuers only if the securities are U.S. dollar-denominated.  The Credit Fund may invest in securities that pay interest on a variable or floating rate basis.  The Credit Fund may purchase instruments on an extended settlement basis and may, without limitation, seek to obtain market exposure to the securities in which it primarily invests by entering into a series of
 
4

 
purchase and sale contracts or by using other investment techniques (such as buy backs or dollar rolls).
 
·  
The Credit Fund invests in investment grade securities.  Investment grade securities are those rated in one of the four highest rating categories or, if unrated, deemed comparable by the Credit Fund’s Adviser or Subadviser.
 
·  
The Credit Fund maintains an average portfolio maturity of 90 days or less (weighted by the relative values of its holdings), and generally does not invest in any securities with a remaining maturity of more than 465 days (approximately 15 months).  In general, the majority of securities will have a remaining maturity of 397 days or less.
 
·  
The Credit Fund may not, with respect to 75% of the Credit Fund’s total assets, purchase the securities of any issuer, except securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities and securities of other investment companies, if, as a result (i) more than 5% of the Credit Fund’s total assets would be invested in the securities of that issuer, or (ii) the Credit Fund would hold more than 10% of the outstanding voting securities of that issuer.
 
·  
The Credit Fund may invest more than 25% of its total assets in obligations issued by domestic branches of U.S. banks or U.S. branches of foreign banks subject to similar regulations as U.S. banks.
 
·  
The Credit Fund may acquire securities on a when-issued basis and may buy securities that are subject to puts or standby commitments.
 
PRINCIPAL INVESTMENT RISKS

It is important that investors closely review and understand the risks of investing in the Credit Fund.  Unprecedented recent turbulence in the financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect issuers worldwide, which could have an adverse effect on the Credit Fund.
 
Low Yield Risk.  Because short-term money market securities are among the safest securities available, the interest they pay is among the lowest for income-paying securities.  Accordingly, the yield of the Credit Fund will likely be lower than the yield on funds that invest in longer-term or lower-quality securities.
 
Credit Risk. The value of your investment in the Credit Fund may change in response to changes in the credit ratings of the Credit Fund’s portfolio securities. Generally, investment risk and price volatility increase as a security’s credit rating declines.

Interest Rate Risk. An increase in interest rates typically causes a fall in the value of the fixed income securities in which the Credit Fund may invest.

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Liquidity Risk. During periods of market turbulence or unusually low trading activity, in order to meet redemptions it may be necessary for the Credit Fund to sell securities at prices that could have an adverse effect on the Credit Fund’s share price.

Foreign Investment Risk. The Credit Fund may invest in high quality short-term securities of foreign issuers that are denominated in U.S. dollars.  Foreign investments involve certain special risks, such as unfavorable political and legal developments, limited financial information, regulatory risk and economic and financial instability.

Financial Services Exposure. Changes in government regulation and interest rates and economic downturns can have a significant negative effect on issuers in the financial services sector.

Repurchase Agreement Risk. A repurchase agreement exposes the Credit Fund to the risk that the party that sells the securities may default on its obligation to repurchase them.  In this circumstance, the Credit Fund can lose money because it cannot sell the securities at the agreed-upon time and price; or the securities lose value before they can be sold.

Market Risk. Although individual securities may outperform the market, the entire market may decline as a result of rising interest rates, regulatory developments or deteriorating economic conditions.

Variable and Floating Rate Securities Risk.  Variable and floating rate securities generally are less sensitive to interest rate changes but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general.

Mortgage-Related and Other Asset-Backed Securities Risk.  Generally, rising interest rates tend to extend the duration of fixed rate mortgage-related and other asset-backed securities, making them more sensitive to changes in interest rates.  As a result, in a period of rising interest rates, if the Credit Fund holds mortgage-related and/or other asset-backed securities, it may exhibit additional volatility.

Issuer Risk.  Issuer risk is the risk that the value of a security may decline for reasons directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or service.

Leveraging Risk.  The risk that certain transactions of the Credit Fund, such as reverse repurchase agreements, dollar rolls, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment transactions, may give rise to leverage, causing the Credit Fund to be more volatile than if it had not been leveraged.
 
Management Risk.  Management risk is the risk that the investment techniques and risk analyses applied by the Adviser and Subadviser will produce the desired results and that legislative, regulatory, or tax developments may affect the investment techniques available to the Adviser and Subadviser and the individual portfolio manager in connection with managing the
 
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Credit Fund.  There is no guarantee that the investment objective of the Credit Fund will be achieved.

PERFORMANCE INFORMATION

Performance information for the Credit Fund is not provided because the Credit Fund had not commenced operations prior to the date of this Prospectus.
 
PORTFOLIO MANAGEMENT

Adviser.  Utendahl Capital Management, LP is the Credit Fund’s Investment Adviser.
Subadviser.  Pacific Investment Management Company LLC (“PIMCO”) is the Credit Fund’s Subadviser.
Portfolio Manager.   Mr. Jerome Schneider of PIMCO is primarily responsible for the day-to-day management of the Credit Fund.

PURCHASE AND SALE OF FUND SHARES

In general the Credit Fund will only accept purchase orders and redemptions from the Utendahl Floating NAV Fund.

The Credit Fund will only accept purchase orders and redemption orders with proceeds to be sent by wire and will not accept orders by any other means.  Please contact the Transfer Agent at [Phone Number] to obtain The ABA routing number and the account number for the Credit Fund.  The Credit Fund accepts investments in the following minimum amounts:
 
Initial Minimum Investment
Type of Account
Institutional Shares
 
Regular Accounts
$5,000,000
 
There are no minimum subsequent investment requirements.
 
You will be paid for redeemed shares by wire transfer of funds to your financial advisor or bank upon receipt of a duly authorized redemption request as promptly as feasible. For your protection, you may not change the destination bank account over the phone.

TAX INFORMATION
 
Shareholders may receive distributions from the Credit Fund of dividends and capital gains, which may be taxed as ordinary income or capital gains.  See “Taxes” in the Credit Fund’s Prospectus.
 
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
 
If you purchase the Credit Fund through a broker-dealer or other financial intermediary (such as a bank), the Credit Fund and its related companies may pay the intermediary for the sale of
 
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Credit Fund shares and related services.  These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Credit Fund over another investment.  Ask your salesperson or visit your financial intermediary’s website for more information.

 
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UTENDAHL GOVERNMENT FLOATING NAV FUND SUMMARY

INVESTMENT OBJECTIVE

The Utendahl Government Floating NAV Fund (the “Government Fund”) seeks to provide a high level of current income that is consistent with daily liquidity and principal preservation.

FEES AND EXPENSES

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Government Fund.  Operating expenses are based on amounts expected to be incurred during the Government Fund’s fiscal year ending February 28, 2011, as a percentage of average daily net assets.
 
SHAREHOLDER FEES (fees paid directly from your investment)
 
Institutional Shares
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
None
 
Maximum Sales (Charge) Load Imposed on Reinvested Dividends
None
 
Deferred Sales Load Imposed on Redemptions (as a percentage of the offering price)
None
 
Redemption Fee (as a percentage of amount redeemed)
None
 
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage value of your investment)
   
Management Fees
0.20%
 
Distribution (12b-1) Fees
None
 
Other Expenses(1)
0.09%
 
Total Annual Fund Operating Expenses
0.29%
 
Fee Reduction & Expense Reimbursements
0.09%
 
Net Total Annual Fund Operating Expenses(2)
0.20%
 

(1) Other Expenses include Acquired Fund fees and expenses (“AFFE”). AFFE reflect the pro-rata portion of the fees and expenses charged by any underlying funds in which the Fund may invest. AFFE are estimated to be less than 0.01% for the Fund’s fiscal year ending February 28, 2011.
 
(2) The Adviser has contractually agreed to waive its fee and/or reimburse Government Fund expenses to the extent that the Total Annual Fund Operating Expenses exceed 0.20% (excluding taxes, interest, portfolio transaction expenses, and extraordinary expenses) through February 28, 2011. The contractual waiver may be changed or eliminated only with the consent of the Board of Trustees.

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Expense Example.  This Example is intended to help you compare the cost of investing in the Government Fund with the cost of investing in other mutual funds.  This Example assumes that you invest $10,000 in the Government Fund for the time periods indicated 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 and that the Government Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 
1 year
3 years
Institutional Shares
$20
$85

Portfolio Turnover.  The Government Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Government Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Government Fund’s performance. Portfolio turnover rate for the Government Fund’s last fiscal year is not provided because the Government Fund has not commenced operations prior to the date of this Prospectus.

PRINCIPAL INVESTMENT STRATEGIES

The Government Fund seeks to achieve its objective of daily liquidity and principal protection through investments in obligations issued or guaranteed as to principal and interest by the agencies or instrumentalities of the U.S. government; U.S. Treasury obligations; separately traded interest and principal component parts of such obligations; and repurchase agreements secured by such obligations.

The Government Fund is a floating NAV fund and seeks to maintain a net asset value close to $10.00 per share.  Unlike money market funds, it does not seek to maintain a stable share price of $1.00 and will not use the amortized cost method of valuation.  Instead, the Government Fund generally values its portfolio securities using current market prices furnished by an independent pricing service. As a result, the Government Fund’s share price, which is its net asset value per share (or NAV), will vary and reflect the effects of unrealized appreciation and depreciation and realized losses and gains.  This feature is designed to maintain liquidity and reduce the likelihood of shareholder redemptions prompted to avoid unrealized depreciation or realized losses.

·  
At least 80% of the Government Fund’s assets will be invested in U.S. government securities, including U.S. Treasury bills, notes, and other obligations issued by, or guaranteed as to interest and principal by the U.S. government, or by agencies or instrumentalities of the U.S. government and other such obligations that are neither insured nor guaranteed by the U.S. Treasury, such as the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association and the Federal Home Loan Bank.
 
·  
The remainder of the Government Fund’s assets may be invested in U.S. government securities issued by entities that are chartered or sponsored by Congress but whose
10

 
  
securities are neither issued nor guaranteed by the U.S. government.  The Government Fund also may invest in repurchase agreements collateralized by the above listed securities.
 
·  
The Government Fund maintains an average portfolio maturity of 90 days or less (weighted by the relative values of its holdings), and generally does not invest in any securities with a remaining maturity of more than 465 days (approximately 15 months).  In general, the majority of securities will have a remaining maturity of 397 days or less.
 
PRINCIPAL INVESTMENT RISKS

It is important that investors closely review and understand the risks of investing in the Government Fund.  Unprecedented recent turbulence in the financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect issuers worldwide, which could have an adverse effect on the Government Fund.
 
Low Yield Risk.  Because U.S. government securities are among the safest securities available, the interest they pay is among the lowest for income-paying securities.  Accordingly, the yield of the Government Fund will likely be lower than the yield on funds that invest in longer-term or lower-quality securities.
 
Credit Risk.  In relative terms, the Government Fund, which invests in securities backed by the full faith and credit of the U.S. government, offers the lower credit risk as compared with other funds.  However, the value of your investment in the Government Fund may change in response to changes in the credit ratings of the Government Fund’s portfolio securities. Generally, investment risk and price volatility increase as a security’s credit rating declines.

Interest Rate Risk.  An increase in interest rates typically causes a fall in the value of the fixed income securities in which the Government Fund may invest.

Repurchase Agreement Risk.  A repurchase agreement exposes the Government Fund to the risk that the party that sells the securities may default on its obligation to repurchase them. In this circumstance, the Government Fund can lose money because it cannot sell the securities at the agreed-upon time and price; or the securities lose value before they can be sold.

Market Risk. Although individual securities may outperform the market, the entire market may decline as a result of rising interest rates, regulatory developments or deteriorating economic conditions.

PERFORMANCE INFORMATION

Performance information for the Government Fund is not provided because the Government Fund had not commenced operations prior to the date of this Prospectus.
 
PORTFOLIO MANAGEMENT

Adviser.  Utendahl Capital Management, LP is the Government Fund’s Investment Adviser.
 
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Portfolio Manager.  Mr. Thomas Mandel is primarily responsible for the day-to-day management of the Government Fund.

PURCHASE AND SALE OF FUND SHARES

The Government Fund will only accept purchase orders and redemption orders with proceeds to be sent by wire and will not accept orders by any other means.  Please contact the Transfer Agent at [Phone Number] to obtain The ABA routing number and the account number for the Government Fund. The Government Fund accepts investments in the following minimum amounts:
 
Initial Minimum Investment
Type of Account
Institutional Shares
 
Regular Accounts
$5,000,000
 
 
There are no minimum subsequent investment requirements.
 
You will be paid for redeemed shares by wire transfer of funds to your financial advisor or bank upon receipt of a duly authorized redemption request as promptly as feasible. For your protection, you may not change the destination bank account over the phone.
 
Tax Information
 
Shareholders may receive distributions from the Government Fund of dividends and capital gains, which may be taxed as ordinary income or capital gains.  See “Taxes” in the Government Fund’s prospectus.
 
Payments to Broker-Dealers and Other Financial Intermediaries
 
If you purchase the Government Fund through a broker-dealer or other financial intermediary (such as a bank), the Government Fund and its related companies may pay the intermediary for the sale of Government Fund shares and related services.  These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Government Fund over another investment.  Ask your salesperson or visit your financial intermediary’s website for more information.

 
12

 
Investment Details Regarding the Utendahl Credit Floating NAV Fund

Fund Investments.  The Credit Fund invests in a diversified portfolio of investment grade securities, that may pay interest on a variable or floating rate basis, such securities include:

·  
U.S. government securities that are issued or guaranteed as to interest and principal by the U.S. government, or by agencies or instrumentalities of the U.S. government and other such obligations that are neither insured nor guaranteed by the U.S. Treasury, such as the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association and the Federal Home Loan Bank.
 
·  
U.S. dollar-denominated short-term obligations, consisting of corporate debt securities of U.S. and non-U.S. issuers, including corporate commercial paper; mortgage-backed and other asset-backed securities (meeting the stated final maturity, liquidity, and quality guidelines).  Mortgage related securities and other asset-backed securities, are generally participations in a pool of assets whose payment is derived from the payments generated by the underlying assets. Payments on the asset-backed security generally consist of interest and/ or principal.
 
·  
Bank certificates of deposit, fixed time deposits and bankers’ acceptances.
 
·  
Repurchase agreements, which are agreements to buy securities at one price, with a simultaneous agreement to sell back the securities at a future date at an agreed-upon price.  The Credit Fund may invest in repurchase agreements on fixed income instruments.
 
·  
Debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises.
 
·  
Securities of non-U.S. issuers only if the securities are U.S. dollar-denominated.  Such securities include obligations of non-U.S. governments or their subdivisions, agencies and government-sponsored enterprises and obligations of international agencies or supranational entities.
 
The Credit Fund may purchase instruments on an extended settlement basis and may, without limitation, seek to obtain market exposure to the securities in which it primarily invests by entering into a series of purchase and sale contracts or by using other investment techniques (such as buy backs or dollar rolls).
 
Under normal market conditions, 25% or more of the Credit Fund’s assets are invested in obligations of issuers in the financial services industry.  The Credit Fund may not, with respect to 75% of the Credit Fund’s total assets, purchase the securities of any issuer, except securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities and securities of other investment companies, if, as a result (i) more than 5% of the Credit Fund’s total assets would be invested in the securities of that issuer, or (ii) the Credit Fund would hold more than 10% of the outstanding voting securities of that issuer.

13

Investment Strategy.  The Credit Fund seeks to achieve its investment objective by investing under normal circumstances at least 65% of its total assets in a diversified portfolio of investment grade securities.  Investment grade securities are those rated in one of the four highest rating categories or, if unrated, deemed comparable by the Credit Fund’s Adviser or Subadviser.  The Credit Fund maintains an average portfolio maturity of 90 days or less (weighted by the relative values of its holdings), and generally does not invest in any securities with a remaining maturity of more than 465 days (approximately 15 months).  In general, the majority of securities will have a remaining maturity of 397 days or less.

The Subadviser bases investment decisions on the relative attractiveness of different short-term debt securities based on various factors including the general level of interest rates as well as supply/demand imbalances in the market.

The Subadviser makes investment decisions to ensure adequate cash equivalents to meet potential investor redemptions (daily liquidity) and to minimize the variability of the daily NAV through investing in a very high quality, well diversified, short average maturity portfolio of debt securities.  The Subadviser generally will sell securities in the Credit Fund’s portfolio when necessary to provide incremental liquidity or to protect principal due to credit events or deteriorating credits.

Temporary Defensive Position.  In order to respond to adverse market, economic, political or other conditions, the Credit Fund may assume a temporary defensive position that is inconsistent with its principal investment strategies and invest, without limitation, in cash or U.S. Treasury bills.  A defensive position, taken at the wrong time, may have an adverse impact on the Credit Fund’s performance.  The Credit Fund may be unable to achieve its investment objective during the employment of a temporary defensive measure.

Additional Information Regarding Risk Factors

Low Yield Risk.  Because short-term money market securities are among the safest securities available, the interest they pay is among the lowest for income-paying securities.  Accordingly, the yield of the Credit Fund will likely be lower than the yield on funds that invest in longer-term or lower-quality securities.

Credit Risk. The value of your investment in the Credit Fund may change in response to the credit ratings of the Credit Fund’s portfolio securities.  The degree of risk for a particular security may be reflected in its credit rating. Generally, investment risk and price volatility increase as a security’s credit rating declines.  The financial condition of an issuer of a fixed income security held by the Credit Fund may cause it to default or become unable to pay interest or principal due on the security.  The Credit Fund cannot collect interest and principal payments on a fixed income security if the issuer defaults.  Investments in fixed income securities that are issued by U.S. government sponsored entities such as the Federal National Mortgage Association, the Federal Home Loan Mortgage Association, and the Federal Home Loan Banks involve credit risk as they are not backed by the full faith and credit of the U.S. government.

14

The Credit Fund could lose money if the issuer or guarantor of a fixed income security, repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations.  Securities are subject to varying degrees of credit risk, which are often reflected in credit ratings.  To the extent that the Credit Fund invests 25% or more of its assets in obligations issued by U.S. banks, the Credit Fund will be subject to bank concentration risks, such as adverse changes in economic and regulatory developments affecting the banking industry that could affect the ability of the banks to meet their obligations.

Interest Rate Risk. The value of your investment in the Credit Fund may change in response to changes in interest rates.  Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates.  As nominal interest rates rise, the value of certain fixed income securities held by the Credit Fund is likely to decrease.  A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate.  Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations.

Liquidity Risk.  Liquidity risk exists when particular investments are difficult to purchase or sell.  Certain fixed income securities held by the Credit Fund may reduce the returns of the Credit Fund because it may be unable to sell the illiquid securities at an advantageous time or price.  As a result, the Credit Fund may have to hold these securities longer than it would like and may forego other investment opportunities.  Additionally, the market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer.  In such cases, the Credit Fund, due to limitations on investments in illiquid securities and the difficulty in purchasing and selling such securities or instruments, may be unable to achieve its desired level of exposure to a certain sector.  To the extent that the Credit Fund’s principal investment strategies involve foreign (non-U.S.) securities or securities with substantial market and/or credit risk, the Credit Fund will tend to have the greatest exposure to liquidity risk.

Foreign Investment Risk.  The Credit Fund invests in foreign (non-U.S.) securities which may experience more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies.  The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries.  Additionally, issuers of foreign securities are usually not subject to the same degree of regulation as U.S. issuers.  Reporting, accounting and auditing standards of foreign countries differ, in some cases significantly, from U.S. standards.  Also, nationalization, expropriation or confiscatory taxation, currency blockage, political changes or diplomatic developments could adversely affect the Credit Fund’s investments in a foreign country.  In the event of nationalization, expropriation or other confiscation, the Credit Fund could lose its entire investment in foreign securities.  Adverse conditions in a certain region can adversely affect securities of other countries whose economies appear to be unrelated.  To the extent that the Credit Fund invests a significant portion of its assets in a specific geographic region, the Credit Fund will generally have more exposure to regional economic risks associated with foreign investments.

15

Financial Services Exposure.  Financial services companies are highly dependent on the supply of short term financing.  The value of securities of issuers in the financial services sector can be sensitive to changes in government regulation and interest rates and economic downturns in the U.S. and abroad.

Repurchase Agreement Risk.  A repurchase agreement exposes the Credit Fund to the risk that the party that sells the securities may default on its obligation to repurchase them.  In this circumstance, the Credit Fund can lose money because: 1) it cannot sell the securities at the agreed-upon time and price; or 2) the securities lose value before they can be sold.  The Credit Fund seeks to reduce this risk by monitoring the creditworthiness of the sellers with whom it enters into repurchase agreements.  The Credit Fund also monitors the value of the securities to ensure that they are at least equal to the total amount of the repurchase obligations, including interest and accrued interest.

Market Risk. The market value of a security may fluctuate, sometimes rapidly and unpredictably.  This volatility may cause a security to be worth less than what was paid for it.  Market risk may affect a single issuer, industry, sector of the economy or the market as a whole.  Stock markets can decline for many reasons, including adverse political or economic developments, changes in investor psychology, or heavy institutional selling.  The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment.

Variable and Floating Rate Securities Risk.  Variable and floating rate securities generally are less sensitive to interest rate changes but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general.  Conversely, floating rate securities will not generally increase in value if interest rates decline.  Inverse floating rate securities may decrease in value if interest rates increase.  Inverse floating rate securities may also exhibit greater price volatility than a fixed rate obligation with similar credit quality.  When the Credit Fund holds variable or floating rate securities, a decrease (or, in the case of inverse floating rate securities, an increase) in market interest rates will adversely affect the income received from such securities and the net asset value of the Credit Fund’s shares.

Mortgage-Related and Other Asset-Backed Securities Risk.  Mortgage-related and other asset-backed securities are subject to certain additional risks.  Generally, rising interest rates tend to extend the duration of fixed rate mortgage-related securities, making them more sensitive to changes in interest rates.  As a result, in a period of rising interest rates, if the Credit Fund holds mortgage-related securities, it may exhibit additional volatility.  This is known as extension risk.  In addition, adjustable and fixed rate mortgage-related securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their mortgages sooner than expected.  This can reduce the returns of the Credit Fund because the Credit Fund may have to reinvest that money at the lower prevailing interest rates.  The Credit Fund’s investments in other asset-backed securities are subject to risks similar to those associated with mortgage-related securities, as well as additional risks associated with the nature of the assets and the servicing of those assets.

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Issuer Risk.  Issuer risk is the risk that the value of a security may decline for reasons directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or service.
 
Reverse Repurchase Agreements, Dollar Rolls and Other Borrowings.  The Credit Fund may enter into reverse repurchase agreements and dollar rolls. A reverse repurchase agreement or dollar roll involves the sale of a security by a Fund and its agreement to repurchase the instrument at a specified time and price, and may be considered a form of borrowing for some purposes.  The Credit Fund will segregate or “earmark” assets determined to be liquid by the Subadviser to cover its obligations under reverse repurchase agreements and dollar rolls.  Reverse repurchase agreements, dollar rolls and other forms of borrowings may create leveraging risk for the Credit Fund.

When-Issued, Delayed Delivery and Forward Commitment Transactions.  The Credit Fund may purchase or sell securities which it is eligible to purchase or sell on a when-issued basis, may purchase and sell such securities for delayed delivery and may make contracts to purchase or sell such securities for a fixed price at a future date beyond normal settlement time (forward commitments).  When-issued transactions, delayed delivery purchases and forward commitments involve a risk of loss if the value of the securities declines prior to the settlement date.  This risk is in addition to the risk that the Credit Fund’s other assets will decline in value.  Therefore, these transactions may result in a form of leverage and increase the Credit Fund’s overall investment exposure.  Typically, no income accrues on securities the Credit Fund has committed to purchase prior to the time delivery of the securities is made, although the Credit Fund may earn income on securities it has segregated or “earmarked” to cover these positions.  When the Credit Fund has sold a security on a when-issued, delayed delivery, or forward commitment basis, the Credit Fund does not participate in future gains or losses with respect to the security.

Management Risk.  Management risk is the risk that the investment techniques and risk analyses applied by the Adviser and Subadviser will produce the desired results and that legislative, regulatory, or tax developments may affect the investment techniques available to the Adviser and Subadviser and the individual portfolio manager in connection with managing the Credit Fund.  There is no guarantee that the investment objective of the Credit Fund will be achieved.
 
 
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Investment Details Regarding the Utendahl Government Floating NAV Fund

Fund Investments.  The Government Fund invests in obligations issued or guaranteed as to principal and interest by the agencies or instrumentalities of the U.S. government (“Government Securities”), U.S. Treasury obligations, and separately traded interest and principal component parts of such obligations.  The Adviser normally invests at least 80% of the Government Fund’s assets in Government Securities.  U.S. government securities includes U.S. Treasury bills, notes, and other obligations issued by, or guaranteed as to interest and principal by the U.S. government, or by agencies or instrumentalities of the U.S. government and other such obligations that are neither insured nor guaranteed by the U.S. Treasury, such as the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association and the Federal Home Loan Bank  The Government Fund may change this 80% policy only upon 60 days’ prior written notice to shareholders.  The Adviser reserves the right to enter into repurchase agreements for U.S. Treasury securities for the Government Fund.  The Adviser also may enter into reverse repurchase agreements for the Government Fund.  The Adviser normally invests the Government Fund’s assets in Government Securities issued by entities that are chartered or sponsored by Congress but whose securities are neither issued nor guaranteed by the U.S. Treasury.

Investment Strategy.  The Government Fund maintains an average portfolio maturity of 90 days or less (weighted by the relative values of its holdings), and generally does not invest in any securities with a remaining maturity of more than 465 days (approximately 15 months).  In general, the majority of securities will have a remaining maturity of 397 days or less.

The Adviser makes investment decisions to ensure adequate cash equivalents to meet potential investor redemptions (daily liquidity) and to minimize the variability of the daily NAV through investing in a very high quality, well diversified, short average maturity portfolio of debt securities.  The Adviser generally will sell securities in the Government Fund’s portfolio when necessary to provide incremental liquidity or to protect principal due to credit events or deteriorating credits.

Temporary Defensive Position.  In order to respond to adverse market, economic, political or other conditions, the Government Fund may assume a temporary defensive position that is inconsistent with its principal investment strategies and invest, without limitation, in cash or U.S. Treasury bills.  A defensive position, taken at the wrong time, may have an adverse impact on the Government Fund’s performance.  The Government Fund may be unable to achieve its investment objective during the employment of a temporary defensive measure.

Additional Information Regarding Risk Factors

Low Yield Risk.  U.S. government securities are believed to be the safest securities because they are supported by the U.S. government’s full faith and credit pledge (the highest credit quality available) and because they are among the most widely traded and most liquid securities investors can buy.  Because short-term money market securities are among the safest securities available, the interest they pay is among the lowest for income-paying securities.  Accordingly,
 
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the yield on Government Fund will likely be lower than the yield on funds that invest in longer-term or lower-quality securities.

Credit Risk.  In relative terms, the Government Fund, which invests in securities backed by the full faith and credit of the U.S. government, offers the lower credit risk as compared with other funds.  However, the value of your investment in the Government Fund may change in response to the credit ratings of the Government Fund’s portfolio securities.  The degree of risk for a particular security may be reflected in its credit rating.  Generally, investment risk and price volatility increase as a security’s credit rating declines.  The financial condition of an issuer of a fixed income security held by the Government Fund may cause it to default or become unable to pay interest or principal due on the security.  The Government Fund cannot collect interest and principal payments on a fixed income security if the issuer defaults.  Investments in fixed income securities that are issued by U.S. government sponsored entities such as the Federal National Mortgage Association, the Federal Home Loan Mortgage Association, and the Federal Home Loan Banks involve credit risk as they are not backed by the full faith and credit of the U.S. government.

Interest Rate Risk. The value of your investment in the Government Fund may change in response to changes in interest rates.  An increase in interest rates typically causes a fall in the value of the securities in which the Government Fund invests.  The longer the duration of a fixed income security, the more its value typically falls in response to an increase in interest rates.

Repurchase Agreement Risk.  A repurchase agreement exposes the Government Fund to the risk that the party that sells the securities may default on its obligation to repurchase them.  In this circumstance, the Government Fund can lose money because: 1) it cannot sell the securities at the agreed-upon time and price; or 2) the securities lose value before they can be sold.  The Government Fund seeks to reduce this risk by monitoring the creditworthiness of the sellers with whom it enters into repurchase agreements.  The Government Fund also monitors the value of the securities to ensure that they are at least equal to the total amount of the repurchase obligations, including interest and accrued interest.

Market Risk. The market value of a security may fluctuate, sometimes rapidly and unpredictably.  This volatility may cause a security to be worth less than what was paid for it.  Market risk may affect a single issuer, industry, sector of the economy or the market as a whole.  Stock markets can decline for many reasons, including adverse political or economic developments, changes in investor psychology, or heavy institutional selling.  The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment.
 
 
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Management

The Credit Fund and the Government Fund (each, a “Fund” and together, the “Funds”) are a series of Forum Funds (the “Trust”), an open-end, management investment company (mutual fund).  The business of the Trust and the Funds are managed under the oversight of the Board of Trustees (the “Board”).  The Board oversees the Funds and meets periodically to review each Fund’s performance, monitor investment activities and practices, and discuss other matters affecting the Funds.  Additional information regarding the Board, as well as the Trust’s executive officers, may be found in the Funds’ Statement of Additional Information (“SAI”).

The Adviser and Subadviser. The Funds’ Adviser is Utendahl Capital Management LP (“Adviser”), a Delaware limited partnership whose principal place of business is 30 Broad Street, 21st floor, New York, NY 10004.  The Adviser has provided investment advisory and management services to clients since 1992.  As of October 31, 2009, the Adviser had $1.6 billion in assets under management.

The Adviser receives an advisory fee at an annual rate of 0.20% of the average daily net assets of each Fund under the terms of its Investment Advisory Agreement. The Adviser has contractually agreed to waive its fee and/or reimburse each Fund’s expenses to the extent that the Total Annual Fund Operating Expenses exceed 0.20% (excluding taxes, interest, portfolio transaction expenses, and extraordinary expenses) through February 28, 2011. The contractual waiver may be changed or eliminated only with the consent of the Board of Trustees.
A discussion regarding the basis for the Board of Trustees approving an investment advisory agreement with respect to each Fund will be included in the Funds’ semi-annual report to shareholders for the fiscal period ended August 31, 2010.

Subject to the general supervision of the Board, the Adviser is directly responsible for making the investment decisions for the Government Fund.

Subject to the general supervision of the Board and the Adviser, Pacific Investment Management Company, LLC (“PIMCO” or “Subadviser”) makes the investment decisions for the Credit Fund.

Advisory fees for services rendered by PIMCO are paid by the Adviser and not the Credit Fund and are included in the “Advisory Fee Received” for the Credit Fund

PIMCO is a Delaware limited liability company whose principal place of business is 840 Newport Center Drive, Suite 100, Newport Beach, CA 92660.  PIMCO has provided investment advisory and management services to clients since1971.  As of September 30, 2009, PIMCO had $940.4 billion in assets under management.

Portfolio Managers.

Government Fund. The person employed by or associated with the Adviser who is primarily responsible for the day-to-day management of the Government Fund’s portfolio is Thomas Mandel, CFA. Mr. Mandel is a founder and Managing Director of the Adviser, serving as Chief
 
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Information Officer from inception in 1992 until 2005.  Mr. Mandel continues to serve as a senior member of the investment team since 2005.

Credit Fund. The person employed by or associated with PIMCO who is primarily responsible for the day-to-day management of the Credit Fund’s portfolio is Jerome Schneider. Mr. Schneider is an Executive Vice President of PIMCO.  Mr. Schneider joined PIMCO in 2008.  Prior to joining PIMCO, Mr. Schneider had served as a Senior Managing Director at Bear Sterns since 1995.

The Funds’ SAI provides additional information about the Portfolio Managers’ compensation, other accounts managed by the Portfolio Managers, and the Portfolio Managers’ ownership of securities in the Funds.

The Adviser may pay additional compensation, out of its own resources and not as an expense of the Funds, to brokers or other financial intermediaries, or their affiliates, in connection with the sale, distribution, retention and/or servicing of Fund shares.  To the extent that these resources are derived from advisory fees paid by a Fund, these payments could be considered “revenue sharing.”  In some cases, these payments may create an incentive for the intermediary or its employees to recommend or sell shares of a Fund to you.  If you have purchased shares of a Fund through an intermediary, please contact your intermediary to learn more about any payments it receives from the Adviser and/or its affiliates, as well as fees and/or commissions the intermediary charges.  You should also consult disclosures made by your intermediary at the time of purchase.  Any such payments will not change the net asset value or the price of a Fund’s shares.
 
Other Service Providers. Atlantic Fund Administration, LLC (“Atlantic”) provides certain administration, portfolio accounting and transfer agency services to the Funds and the Trust and supplies certain officers to the Trust, including a Principal Executive Officer (“PEO”), Principal Financial Officer (“PFO”), Chief Compliance Officer (“CCO”) and an Anti-Money Laundering Compliance Officer (“AMLCO”), as well as additional compliance support functions.
 
Foreside Fund Services, LLC, the Trust’s principal underwriter (the “Distributor”), acts as the Trust’s Distributor in connection with the offering of the Funds’ shares.  The Distributor may enter into arrangements with banks, broker-dealers and other financial institutions through which investors may purchase or redeem shares.
 
The Distributor is not affiliated with the Adviser, the Subadviser or with Atlantic or their affiliates.
 
Fund Expenses. The Funds pay for their expenses out of their own assets.  Each Fund’s expenses include its own expenses as well as Trust expenses that are allocated among each Fund and other funds of the Trust.  The Adviser or other service providers may reduce all or any portion of their fees and reimburse certain expenses of a Fund.  Any agreement to reduce fees or reimburse expenses increases the investment performance of a Fund for the period during which the reduction or reimbursement is in effect and may not be recouped at a later date.
 
 
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Your Account

How to Contact the Funds
 
Write to us at:
The Utendahl Funds
P.O. Box 588
Portland, Maine 04112
 
Overnight address:
The Utendahl Funds
c/o Atlantic Fund Administration, LLC
Three Canal Plaza, Ground Floor
Portland, Maine 04101
 
Telephone us at:
Number (toll free)
 
Email us at:
 info@ucmpartners.com
 
Wire investments to:

Please contact the Transfer Agent at [Phone Number] to obtain The ABA routing number and the account number for a Fund.
 
General Information. You may purchase or sell (redeem) shares of a Fund on each weekday that the New York Stock Exchange (“NYSE”) is open.  Under unusual circumstances, the Funds may accept and process shareholder orders when the NYSE is closed if deemed appropriate by the Trust’s officers.
 
You may purchase or sell (redeem) shares at the NAV next calculated after the transfer agent receives your request in proper form (as described in this Prospectus on pages [_] through [_]).  If the transfer agent receives your purchase or redemption request in proper form by 2:00 p.m., Eastern time, your transaction will price at the NAV of a Fund the same business day; if the transfer agent receives your request after 2:00 p.m., Eastern time, your transaction will price at the NAV of a Fund the next business day.  Wire proceeds from redemption requests received in good order by 2:00 p.m. Eastern time (or such other time as may be designated by a Fund) will generally be transmitted to shareholders on the same day.  The Funds cannot accept orders that request a particular day or price for the transaction or any other special conditions.
 
The Funds do not issue share certificates.
 
If you purchase shares directly from any Fund, you will receive monthly statements detailing Fund balances and all transactions completed during the prior month and a confirmation of each transaction.  Automatic reinvestments of distributions may be confirmed only by monthly statement.  You should verify the accuracy of all transactions in your account as soon as you receive your confirmation and monthly statements.

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Each Fund may temporarily suspend (during unusual market conditions) or discontinue any service or privilege, including wire redemption privileges.  Each Fund reserves the right to refuse any purchase request, particularly requests that could adversely affect the Fund or its operations.

When and How NAV is Determined. Each Fund calculates its NAV as of 2:00 p.m., Eastern time (or at the close of the NYSE, whichever is earlier) on each weekday when the NYSE is open.  The time at which the NAV is calculated may change in case of an emergency, if deemed appropriate by the Trust’s officers.
 
The NAV of each Fund is determined by taking the market value of the Fund’s total assets, subtracting liabilities and then dividing the result (net assets) by the number of the Fund’s shares outstanding.  Since the Credit Fund may invest in securities that may trade on foreign securities markets on days other than a Fund business day, the value of the Credit Fund’s portfolio may change on days on which shareholders will not be able to purchase or redeem Fund shares.
 
Each Fund generally values securities based on valuations received from independent pricing services.  Investments in other open-end regulated investment companies are valued at their NAV.
 
In the event that the pricing services are unable to provide a valuation for a security, the Funds may need to determine a fair value pursuant to procedures (“Procedures”) adopted by the Board. Market quotations may not be readily available or may be unreliable if, among other things: (i) the exchange on which a security is principally traded closes early; (ii) trading in a security is halted during the day and does not resume prior to the time as of which a Fund calculate its NAV; or (iii) events occur after the close of the securities markets on which each Fund’s portfolio securities primarily trade but before the time as of which each Fund calculate it’s NAV.  Fair valuation has the effect of updating security prices to reflect market value based on, among other things, the recognition of a significant event. The Funds may also value newly acquired securities at their amortized cost and/or purchase price on the date of acquisition.
 
The Credit Fund’s investment in foreign securities also are more likely to require a fair value determination because, among other things, most foreign securities markets close before the Credit Fund values its securities. The earlier close of those foreign securities markets gives rise to the possibility that significant events may have occurred in the interim.
 
Fair value pricing is based on subjective factors. As a result, the fair value price for a security may differ from the security’s market price and may not be the price at which the security may be sold.  Fair valuation could result in a different NAV than a NAV determined by using market quotes.

NYSE Holiday Schedule. The NYSE is open every weekday, Monday through Friday, except on the following holidays: New Year’s Day, Martin Luther King, Jr. Day (the third Monday in January), President’s Day (the third Monday in February), Good Friday, Memorial Day (the last Monday in May), Independence Day, Labor Day (the first Monday in September), Thanksgiving Day (the fourth Thursday in November) and Christmas Day.  Exchange holiday schedules are subject to change without notice.  The NYSE may close early on the day before each of these holidays and the day after Thanksgiving Day.
 
To the extent the Funds’ portfolio investments trade in markets on days when the Funds are not open for business, the Funds’ assets may vary on those days. In addition, trading in certain
 
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portfolio investments may not occur on days the Funds are open for business because markets or exchanges other than the NYSE may be closed. If the exchange or market on which the Funds’ underlying investments are primarily traded closes early, the NAV may be calculated prior to its normal market calculation time.  For example, the primary trading markets for the Funds may close early on the day before certain holidays and the day after Thanksgiving.
 
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. These 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.
 
The Funds, are permitted, or any of their agents may enter into arrangements with a financial institution under which such party, at its own expense, will pay the financial institution a fee for providing distribution related services and/or for performing certain administrative and transfer agency servicing functions (such as sub-transfer agency, record-keeping or shareholder communication services) for the benefit of a Fund’s shareholders. Such payments by such party may create an incentive for these financial institutions to recommend that you purchase a Fund’s shares.
 
Anti-Money Laundering Program. Customer identification and verification are part of the Funds’ overall obligation to deter money laundering under Federal law. The Trust has adopted an Anti-Money Laundering Program designed to prevent the Funds from being used for money laundering or the financing of terrorist activities.  In this regard, the Funds reserve the right, to the extent permitted by law, (i) to refuse, cancel or rescind any purchase order or (ii) to freeze any account and/or suspend account services. These actions will be taken when, at the sole discretion of Trust management, they are deemed to be in the best interest of a Fund or in cases when a Fund is requested or compelled to do so by governmental or law enforcement authority.  If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if a Fund is required to withhold such proceeds.
 
Portfolio Holdings.  A description of each Fund’s policies and procedures with respect to the disclosure of portfolio securities is available in the Funds’ SAI, which can be found on the Funds’ website.
 
BUYING SHARES
 
How to Make Purchases
 
Unless purchased through a third party financial institution, all investments must be made by wire. Please contact the Transfer Agent at [Phone Number] to obtain The ABA routing number and the account number for the Fund, and instruct your financial institution with whom you have an account to make a Federal Funds wire payment to the Fund.  Your financial institution may charge you a fee for this service.
 
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Minimum Investments.  Each Fund accepts investments in the following minimum amounts:
 
Initial Minimum Investment
Type of Account
Institutional Shares
 
Regular Accounts
$5,000,000
 
 
There are no minimum subsequent investment requirements.

If deemed appropriate by the Trust officers, a Fund may waive investment minimum requirements for certain Fund investors, including the following:

·  
A client of a financial institution with which the Distributor has entered into a selected dealer or similar agreement on behalf of the Fund;
·  
Trustees and officers of the Trust;
·  
Principals, officers and full-time employees of the Adviser, the Distributor or any of their respective affiliates (a person in any of the first three categories is referred to herein as a “Fund Associate”);
·  
A spouse, parent, child, sibling or other close family member of any of the foregoing persons;
·  
A rollover by an individual retirement account or a self-employed retirement plan;
·  
A trust for the benefit of or the estate of a Fund Associate;
·  
A client of the Advisor or a person otherwise known to the Adviser through a Fund Associate; and
·  
Other investors, as deemed appropriate by the Fund.

Account Requirements

Type of Account
Requirement
Individual, Sole Proprietorship and Joint Accounts
Individual accounts and sole proprietorship accounts are owned by one person.  Joint accounts have two or more owners (tenants).
·  Instructions must be signed by all persons required to sign and signed exactly as their names appear on the account.
 
Gifts or Transfers to a Minor (UGMA, UTMA)
These custodial accounts provide a way to give money to a child and obtain tax benefits.
· Depending on state laws, you can set up a custodial account under the UGMA or the UTMA.
· The custodian must sign instructions in a manner indicating custodial capacity.
Corporations/Other
· The entity should submit a certified copy of its articles of incorporation (or a government-issued business license or other document that reflects the existence of the entity) and corporate resolution or
 
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a secretary’s certificate.
Trusts (including corporate pension plans)
· The trust must be established before an account may be opened.
· The Trust should provide the first and signature pages from the trust document identifying the trustees.

Account Application and Customer Identity Verification To help the government fight the funding of terrorism and money laundering activities, Federal law requires financial institutions to, among other measures, obtain, verify, and record information that identifies each person who opens an account.
 
When you open an account, a Fund will ask for your first and last name, taxpayer identification number, physical street address, date of birth, and other information or documents that will allow us to identify you.
 
If you do not supply the required information, a Fund will attempt to contact you or, if applicable, your financial adviser.  If a Fund cannot obtain the required information within a timeframe established in its sole discretion, your application will be rejected.
 
When your application is in proper form and includes all required information, your application will normally be accepted and your order will be processed at the NAV next calculated after receipt of your application and in proper form. Once your application is accepted, a Fund will attempt to verify your identity using the information you have supplied and other information about you that is available from third parties, including information available in public and private databases such as consumer reports from credit reporting agencies.

A Fund will try to verify your identity within a timeframe established in its sole discretion.  If a Fund cannot do so, that Fund reserves the right to redeem your investment at the next NAV calculated after that Fund decides to close your account. If your account is closed, you may be subject to a gain or loss on Fund shares and will be subject to any related taxes and will not be able to recoup any sales charges or redemption fees assessed.  If a Fund has not yet collected payment for the shares you are selling, it may delay sending redemption proceeds until such payment is received, which may be up to 15 calendar days.
 
A Fund may reject your application under the Trust’s Anti-Money Laundering Program. Under this program, your money may not be returned to you if your account is closed at the request of governmental or law enforcement authorities.

Limitations on Frequent Purchases and Redemptions. Because of the Fund’s low volatility and holdings of short-term securities, generally the Fund is not susceptible to market timing. Thus, the Board has adopted a policy of not monitoring for frequent purchases and redemptions of Fund shares. Frequent trading by Fund shareholders poses risks to other shareholders in the Fund, including (i) the dilution of the Fund’s NAV, (ii) an increase in the Fund’s expenses, and (iii) interference with the portfolio manager’s ability to execute efficient investment strategies.

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Policy on Prohibition of Foreign Shareholders.  The Funds require that all shareholders be U.S. persons with a valid U.S. taxpayer identification number to open an account with a Fund.
 
Investment Procedures
 
How to Open an Account  How to Add to Your Account
Through a Financial Institution
Contact your advisor using the method that is most convenient for you
Through a Financial Institution
Contact your advisor using the method that is most convenient for you
By Wire
· Call us or write us, or visit [email address]  for an account application
· Complete the application (and other required documents, if applicable)
· Call us to fax the completed application (and other required documents, if applicable) and we will assign you an account number
· Mail us your original application (and other required documents, if applicable)
· Instruct your financial institution to wire your money to us
By Wire
· Instruct your financial institution to wire your money to us

 
Selling Shares. Each Fund processes redemption orders received in good order at the next calculated NAV.  Under normal circumstances, a Fund will send redemption proceeds to you the same day. If a Fund has not yet collected payment for the shares you are selling, it may delay sending redemption proceeds until such payment is received, which may be up to 15 calendar days.
 
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How to Sell Shares from Your Account
Through a Financial Institution
      Contact your advisor using the method that is most convenient for you
 
Wire Redemption Privileges You may redeem your shares by wire. The minimum amount that may be redeemed by wire is $5,000.
 
Signature Guarantee Requirements. To protect you and the Funds against fraud, signatures on certain requests must have a Medallion signature guarantee. A Medallion signature guarantee verifies the authenticity of your signature. You can obtain a Medallion signature guarantee from most banking institutions or securities brokers, but not from a notary public. The transfer agent will need written instructions signed by all registered shareholders, with a Medallion signature guarantee for each shareholder, for any of the following:
 
  ●  Written requests to redeem $100,000 or more;
   
  Changes to a shareholder’s record name or account registration;
   
  ●  Paying redemption proceeds from an account for which the address has changed within the last 30 days
   
  ●  Sending redemption and distribution proceeds to any person, address or financial institution account not on record;
   
  ●  Sending redemption and distribution proceeds to an account with a different registration (name or ownership) from your account;
   
  ●  Adding or changing ACH or wire instructions, telephone redemption or exchange options, or any other election in connection with your account.
 
The transfer agent reserves the right to require a Medallion signature guarantee on all redemptions.
 
Small Accounts. If the value of your account falls below $250, a Fund may ask you to increase your balance.  If the account value is still below $250 after 60 days, a Fund retains the right to close your account and send you the proceeds.  There are no minimum balance requirements for qualified retirement plans. The Funds will not close your account if it falls below these amounts solely as a result of Fund performance.
 
Redemptions In Kind.  Pursuant to an election filed with the Securities and Exchange Commission (the “SEC”), the Funds reserve the right to pay redemption proceeds in portfolio securities rather than in cash.  To the extent that a Fund shareholder redeems its Fund holdings in kind, the shareholder assumes any risk of the market price of such securities fluctuating.  In addition, the shareholder will bear any brokerage and related costs in disposing of or selling the portfolio securities it receives from the Fund.  Please see the Funds’ SAI for more detail on redemptions in kind.
 
Lost Accounts.  The transfer agent may consider your account “lost” if correspondence to your address of record is returned as undeliverable on two consecutive occasions, 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
 
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for six months or more) checks that have been returned to the transfer agent may be reinvested at the then-current NAV and the checks will be canceled.  However, checks will not be reinvested into accounts with a zero balance, but will be held in an account until the Transfer Agent locates you or the Funds escheat to the state of your last known address.

Other Information

Distributions

Each Fund declares distributions from net investment income daily and pays those distributions monthly. Net capital gain, if any, realized by each Fund will be distributed at least annually.  Shareholders begin earning dividends on the business day that the transfer agent receives the request and payment in proper form.  All expenses are accrued daily and are deducted before declaration of dividends to investors.  Dividends and distributions from a Fund will be reinvested in additional full and fractional shares of the Fund at the NAV determined on the payable date.
 
Taxes
 
The Funds generally intend to operate in a manner such that it will not be liable for Federal income or excise taxes.
 
You will generally be taxed on a Fund’s distributions, regardless of whether you reinvest them or receive them in cash. A Fund’s distributions of net investment income (including net short-term capital gain) are taxable to you as ordinary income.  A Fund’s distributions of net long-term capital gain, if any, are taxable to you as long-term capital gain, regardless of how long you have held your shares. Distributions may also be subject to state and local income taxes. Some Fund distributions may also include nontaxable returns of capital. Return of capital distributions reduce your tax basis in your Fund shares and are treated as gain from the sale of the shares to the extent your basis would be reduced below zero.
 
A portion of each Fund’s distributions may be treated as “qualified dividend income,” taxable to individuals at a maximum Federal income tax rate of 15% (0% for individuals in lower tax brackets) through 2010. A distribution is treated as qualified dividend income to the extent that a Fund receives dividend income from taxable domestic corporations and certain qualified foreign corporations, provided that certain holding period and other requirements are met by the Fund and the shareholder.
 
A distribution of net capital gain or net investment income reduces the NAV of a Fund’s shares by the amount of the distribution.  If you purchase shares prior to a distribution, you are taxed on the distribution even though it represents a return of your investment.
 
The sale (redemption) of Fund shares is a taxable transaction for Federal income tax purposes. You will recognize a gain or loss on such a transaction equal to the difference, if any, between the amount of your net redemption proceeds and your tax basis in a Fund shares. Such gain or loss will be capital gain or loss if you held your Fund shares as capital assets.  Any capital gain or loss will generally be treated as long-term capital gain or loss if you held a Fund shares for more than one year at the time of the sale. Any capital loss arising from the sale of shares held
 
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for six months or less, however, will be treated as long-term capital loss to the extent of the amount of net long-term capital gain distributions with respect to those shares.
 
Each Fund may be required to withhold Federal income tax at a 28% rate on all taxable distributions and redemption proceeds otherwise payable to you if you fail to provide a Fund with your correct taxpayer identification number or to make required certifications or if you have been notified by the Internal Revenue Service that you are subject to backup withholding. Backup withholding is not an additional tax. Rather, any amounts withheld may be credited against your Federal income tax liability.
 
Investment income received by a Fund from sources within foreign countries may be subject to foreign income taxes withheld at the source.
 
Your Fund will mail you a statement containing information about the income tax status of distributions paid during a calendar year soon after December 31 of that year. For further information about the tax effects of investing in the Funds, including state and local tax matters, please see the SAI and consult your tax adviser.
 
Organization
 
The Trust is a Delaware statutory trust, and each Fund is a series of the Trust.  The Funds do not expect to hold shareholders’ meetings unless required by Federal or Delaware law.  Shareholders of a separate series of the Trust are not entitled to vote separately at shareholders’ meetings unless a matter relates only to specific series (such as approval of the advisory agreement for a Fund).  From time to time, large shareholders may control a Fund or the Trust.
 
 
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FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Funds’ financial performance for the period of the Funds’ operations.  Financial highlights are not provided because the Funds have not commenced operations prior to the date of this Prospectus.

 
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UTENDAHL CREDIT FLOATING NAV FUND
UTENDAHL GOVERNMENT FLOATING NAV FUND
 
FOR MORE INFORMATION
 
Annual/Semi-Annual Reports
Additional information about the Funds’ investments will be available in the Funds’ annual/semi-annual reports (when available) to shareholders.  In the Funds’ annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during its last fiscal year.

Statement of Additional Information (“SAI”)
The SAI provides more detailed information about the Funds and is incorporated by reference into, and is legally part of, this Prospectus.

Contacting the Funds
You may obtain free copies of the annual/semi-annual reports (when available) and the SAI, request other information and discuss your questions about the Funds by contacting the Funds at:

Utendahl Funds
c/o Atlantic Fund Administration
P.O. Box 588
Portland, Maine 04112
(xxx) xxx-xxxx or(xxx) xxx-xxxx (toll free)

The Funds’ prospectus, SAI, and annual/semi-annual reports (when available), as well as a description of the policies and procedures with respect to the disclosure of the Funds’ portfolio securities, are available without charge on the Funds’ website at:  www.utendahlcapitalmanagement.com
 
Securities and Exchange Commission Information
You may also review the Funds’ annual/semi-annual reports (when available), the SAI and other information about the Funds 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) 551-8090.You may obtain copies of this information, for a fee, by e-mailing or writing to:
Public Reference Room
Securities and Exchange Commission
Washington, D.C. 20549
mailto:publicinfo@sec.gov
 
Fund information, including copies of the annual/semi-annual reports (when available) and the SAI, is available on the SEC’s Web site at http://www.sec.gov/.
 
 
Distributor
Foreside Fund Services, LLC
http://www.foreside.com/
 
Investment Company Act File Number 811-3023.


 
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The information in this Statement of Additional Information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This statement of additional information is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
Statement of Additional Information


[February XX, 2010]
 
 
 
Investment Adviser:
Utendahl Capital Management LP
30 Broad Street, 21st Floor
New York, NY 10004
 
Account Information
and Shareholder Services:
 
Attn:  Transfer Agent
Atlantic Fund Administration, LLC
P.O. Box 588
Portland, ME  04112
(###) ###-####
[WEBSITE]
 
Utendahl Floating NAV Fund
Institutional Shares
[TICKER]
 
 
This Statement of Additional Information (the “SAI”) supplements the Prospectus dated February [   ], 2009, as may be amended from time to time, offering Institutional Shares of Utendahl Floating NAV Fund (the “Fund”)(the “Prospectus”), a separate portfolio of Forum Funds, a registered, open-end management investment company (the “Trust”).

This SAI is not a prospectus and should only be read in conjunction with the Prospectus.  You may obtain the Prospectus without charge by contacting Atlantic Fund Administration, LLC at the address or telephone number listed above. You may also obtain the Prospectus on the Fund’s website listed above.

Utendahl Floating NAV Fund has not commenced operations as of the date hereof and so financial statements for the Fund are not available. Copies of the Annual Report may be obtained when they are available, without charge, upon request by contacting Atlantic Fund Administration, LLC at the address or telephone number listed above.
 
 
 

 

Table of Contents

Glossary
1
   
Investment Policies and Risks
2
   
Investment Limitations
9
   
Management
10
   
Portfolio Transactions
18
   
Purchase and Redemption Information
22
   
Taxation
24
   
Other Matters
29
   
APPENDIX A – DESCRIPTION OF SECURITIES RATINGS
A-1
   
APPENDIX B – TRUST PROXY VOTING PROCEDURES
B-1

 
 

 

Glossary
 
As used in this SAI, the following terms have the meanings listed.
 
“Accountant” means Atlantic.
 
“Administrator” means Atlantic.
 
“Adviser” means Utendahl Capital Management LP.
 
“Atlantic” means Atlantic Fund Administration, LLC.
 
“Board” means the Board of Trustees of the Trust.
 
“CFTC” means  the U.S. Commodities Future Trading Commission.
 
 “Code” means the Internal Revenue Code of 1986, as amended and includes the rules thereunder, IRS interpretations and any private letter rulings or similar authority upon which a Fund may rely.
 
“Custodian” means Union Bank, N.A.
 
“Distributor” means Foreside Fund Services, LLC.
 
 “Fund” means Utendahl Floating NAV Fund.
 
“Independent Trustee” means a Trustee that is not an interested person of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act.
 
“IRS” means the U.S. Internal Revenue Service, Inc.
 
“Moody’s” means Moody’s Investors Service, Inc.
 
“NAV” means net asset value per share.
 
“NRSRO” means a nationally recognized statistical rating organization.
 
“SAI” means this  Statement of Additional Information.
 
“SEC” means the U.S. Securities and Exchange Commission.
 
“S&P” means Standard & Poor’s Corporation, a division of the McGraw Hill Companies.
 
“Transfer Agent” means Atlantic Shareholder Services, LLC.
 
“Trust” means Forum Funds, a Delaware statutory trust.
 
“U.S.” means United States.
 
“U.S. Government Securities” means obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
 
“Underlying Funds” means Utendahl Credit Floating NAV Fund and Utendahl Government Floating NAV Fund.
 
“1933 Act” means the Securities Act of 1933, as amended, including rules and regulations as promulgated thereunder.
 
“1940 Act” means the Investment Company Act of 1940, as amended and includes the rules and regulations,  SEC interpretations and any exemptive orders or interpretive relief thereunder.
 
 
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Investment Policies and Risks

The Fund is a diversified series of the Trust.  This section discusses investments that the Fund can make.  Please see the Prospectus for a discussion of the principal policies and risks of investing in the Fund.

The Fund allocates its assets, in varying percentages, to the Underlying Funds, as described in the Fund’s Prospectus.  The Fund achieves its targeted asset allocation mix by investing in the Underlying Funds that are advised by the Adviser that, in turn, invest in a wide range of variable and floating rate investment grade and government securities.

Because the Fund invests all or substantially all of its investable assets in the Underlying Funds, the description of the investment policies, techniques, specific investments and related risks for the Funds and the Underlying Funds that follows applies primarily to the Underlying Funds.

Description of the Underlying Funds

The Underlying Funds are selected by the Adviser based on their investment objectives and management policies, portfolio holdings, risk/reward profiles and other factors. The Underlying Funds in which the Fund may invest, as of the date of this SAI, are set forth below.

Utendahl Credit Floating NAV Fund.  The Credit Fund seeks to achieve its objective of daily liquidity and principal protection by investing, under normal circumstances, at least 65% of its total assets in a diversified portfolio of investment grade securities.  Investment grade securities are those rated in one of the four highest rating categories or, if unrated, deemed comparable by the Credit Fund’s Adviser or Subadviser.
Utendahl Government Floating NAV Fund.  The Government Fund seeks to achieve its objective of daily liquidity and principal protection by investing at least 80% of its assets in obligations issued or guaranteed as to principal and interest by the agencies or instrumentalities of the U.S. government; U.S. Treasury obligations; separately traded interest and principal component parts of such obligations; and repurchase agreements secured by such obligations.

The Adviser is the investment adviser for the Underlying Funds and will be responsible for investment decisions within the Government Fund.  Pacific Investment Management Company LLC is the Credit Fund’s Subadviser and will be responsible for investment decisions within the Credit Fund.

Fund of Funds Risk

The Fund’s investment performance, because it is a fund of funds, depends on the investment performance of the Underlying Funds in which it invests.  An investment in the Fund is subject to the risks associated with the Underlying Funds.  The Fund will indirectly pay a proportional share of the asset-based fees, if any, of the Underlying Funds in which it invests.  There is a risk that evaluations and assumptions regarding the broad asset classes represented in the Underlying Funds may be incorrect based on actual market conditions.  In addition, at times certain of the segments of the market represented by the Underlying Funds may be out of favor and underperform other segments.

Investment in the Underlying Funds may subject the Fund to the following risks:

Fixed Income Investments

Debt Securities  The Underlying Funds may invest in short- and long-term debt securities.  Changes in interest rates will affect the value of the Underlying Funds’ investments in debt securities.  Increases in interest rates may cause the value of the Underlying Funds’ investments to decline and this decrease in value may not be offset by higher interest income from new investments.  Changes in the financial strength of an issuer or changes in the ratings of any particular security may also affect the value of fixed income securities.  Appendix A of this SAI describes the securities ratings used by various ratings agencies.

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Corporate Debt Securities   Corporate debt securities are bonds or notes issued by corporations and other business organizations, including business trusts, in order to finance their credit needs.  Corporate debt securities include commercial paper, which consists of short term (usually from one to two hundred seventy days) unsecured promissory notes issued by corporations in order to finance their current operations.  Fixed rate corporate debt securities tend to exhibit more price volatility during times of rising or falling interest rates than securities with floating rates of interest.  This is because floating rate securities behave like short-term instruments in that the rate of interest they pay is subject to periodic adjustments based on a designated interest rate index.  Fixed rate securities pay a fixed rate of interest and are more sensitive to fluctuating interest rates.  In periods of rising interest rates the value of a fixed rate security is likely to fall.  Fixed rate securities with short-term characteristics are not subject to the same price volatility as fixed rate securities without such characteristics.  Therefore, they behave more like floating rate securities with respect to price volatility.

Many corporate debt obligations permit the issuers to call the security and thereby redeem their obligations earlier than the stated maturity dates.  Issuers are more likely to call bonds during periods of declining interest rates.  In these cases, if an Underlying Fund owns a bond which is called, the Underlying Fund will receive its return of principal earlier than expected and would likely be required to reinvest the proceeds at lower interest rates, thus reducing income to the Underlying Fund.

Corporate zero coupon securities are: (i) notes or debentures which do not pay current interest and are issued at substantial discounts from par value; or (ii) notes or debentures that pay no current interest until a stated date one or more years into the future, after which the issuer is obligated to pay interest until maturity, usually at a higher rate than if interest were payable from the date of issuance.

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

Many variable rate instruments include the right of the holder to demand prepayment of the principal amount of the obligation prior to its stated maturity and the right of the issuer to prepay the principal amount prior to maturity.

There may not be an active secondary market for any particular floating or variable rate instruments, which could make it difficult for an Underlying Fund to dispose of the instrument during periods that such Underlying Fund is not entitled to exercise any demand rights it may have. The Underlying Funds could, for this or other reasons, suffer a loss with respect to those instruments.

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

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

On September 7, 2008, Fannie Mae and Freddie Mac were placed under the conservatorship of the Federal Housing Finance Agency to attempt to provide stability in the financial markets, mortgage availability and taxpayer protection by seeking to preserve Fannie Mae and Freddie Mac’s assets and property and to put Fannie Mae and Freddie Mac in a sound and solvent condition.  Under conservatorship, the U.S. Treasury will receive senior preferred equity shares and warrants to ensure that Fannie Mae and Freddie Mac maintain a positive net worth.

Further, the U.S. Treasury has established a new secured lending credit facility that will be available to Fannie Mae and Freddie Mac to assist the entities in funding their regular business activities in the capital markets until December 31, 2009.  Also, the U.S. Treasury has initiated a program to purchase Fannie Mae and Freddie Mac mortgage-backed securities through December 31, 2009 to aid mortgage affordability.

Mortgage-Related Securities. The Underlying Funds may invest in mortgage-related securities.  Mortgage-related securities represent interests in a pool of mortgage loans originated by lenders such as commercial banks, savings associations and mortgage bankers and brokers. Mortgage-related securities may be issued by governmental or government-related entities or by non-governmental entities such as special purpose trusts created by commercial lenders.
 
Pools of mortgages consist of whole mortgage loans or participations in mortgage loans. The majority of these loans are made to purchasers of 1-4 family homes. The terms and characteristics of the mortgage instruments are generally uniform within a pool but may vary among pools. For example, in addition to fixed-rate, fixed-term mortgages, the Fund may purchase pools of adjustable-rate mortgages, growing equity mortgages, graduated payment mortgages and other types.  Mortgage poolers apply qualification standards to lending institutions which originate mortgages for the pools as well as credit standards and underwriting criteria for individual mortgages included in the pools. In addition, many mortgages included in pools are insured through private mortgage insurance companies.
 
Mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or on specified call dates. Most mortgage-related securities, however, are pass-through securities, which means that investors receive payments consisting of a pro-rata share of both principal and interest (less servicing and other fees), as well as unscheduled prepayments, as loans in the underlying mortgage pool are paid off by the borrowers.  Additional prepayments to holders of these securities are caused by prepayments resulting from the sale or foreclosure of the underlying property or refinancing of the underlying loans.  As prepayment rates of individual pools of mortgage loans vary widely, it is not possible to predict accurately the average life of a particular mortgage-related security.  Although mortgage-related securities are issued with stated maturities of up to forty years, unscheduled or early payments of principal and interest on the mortgages may shorten considerably the securities’ effective maturities.

Government and Agency Mortgage-Related Securities. The Underlying Funds may invest in government agency and mortgage-backed securities. The principal issuers or guarantors of mortgage-backed securities are the Government National Mortgage Association (“GNMA”), Fannie Mae (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”). GNMA, a wholly-owned U.S. Government corporation creates pass-through securities from pools of government guaranteed (Farmers’ Home Administration, Federal Housing Authority or Veterans Administration) mortgages. The principal and interest on GNMA pass-through securities are backed by the full faith and credit of the U.S. Government.
 
FNMA and Freddie Mac are U.S. Government-sponsored corporations and are subject to regulation by the Office of Federal Housing Enterprise Oversight (“OFHEO”). Both issue pass-through securities from pools of conventional and federally insured and/or guaranteed residential mortgages. FNMA guarantees full and timely payment of all interest and principal, and FHLMC guarantees timely payment of interest and ultimate collection of principal of its pass-through securities. Mortgage-backed securities from FNMA and FHLMC are not backed by the full faith and credit of the U.S. Government.
 
On September 7, 2008, FNMA and FHLMC were placed under the conservatorship of the Federal Housing Finance Agency (“FHFA”) to provide stability in the financial markets, mortgage availability and taxpayer protection by preserving FNMA and FHLMC’s assets and property and putting FNMA and FHLMC in a sound and solvent condition. Under the conservatorship, the management of FNMA and FHLMC was replaced. Additionally, FNMA
 
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and FHLMC are expected to modestly increase their mortgage-backed security portfolios through the end of 2009 and then gradually reduce such portfolios at the rate of 10 percent per year until stabilizing at a lower, less risky size.
 
The U.S. Treasury, FHFA and the Federal Reserve acted in collaboration to take the following steps to support the conservatorship. First, the U.S. Treasury and FHFA have established Preferred Stock Purchase Agreements pursuant to which the U.S. Treasury will receive senior preferred equity shares and warrants to ensure that FNMA and FHLMC maintain a positive net worth. FNMA and FHLMC’s common and preferred shareholders will bear any losses ahead of the new government senior preferred shares. Second, the U.S. Treasury has established a new secured lending credit facility which will be available to FNMA and FHLMC to assist the entities in funding their regular business activities in the capital markets, until December 31, 2009. Also, the U.S. Treasury has initiated a program to purchase FNMA and FHLMC mortgage-backed securities through December 31, 2009, to aid mortgage affordability.
 
Privately Issued Mortgage-Related Securities. The Underlying Funds may invest in privately issued mortgage-backed securities.  Mortgage-related securities offered by private issuers include pass-through securities comprised of pools of conventional residential mortgage loans; mortgage-backed bonds, which are considered to be debt obligations of the institution issuing the bonds and are collateralized by mortgage loans; and bonds and collateralized mortgage obligations that are collateralized by mortgage-related securities issued by GNMA, FNMA or FHLMC or by pools of conventional mortgages of multi-family or of commercial mortgage loans.
 
Privately-issued mortgage-related securities generally offer a higher rate of interest (but greater credit and interest rate risk) than securities issued by U.S. Government issuers because there are no direct or indirect governmental guarantees of payment. Many non-governmental issuers or servicers of mortgage-related securities guarantee or provide insurance for timely payment of interest and principal on the securities. The market for privately-issued mortgage-related securities is smaller and less liquid than the market for mortgage-related securities issued by U.S. government issuers.
 
Municipal Securities  Municipal securities are generally issued to finance public works, such as airports, bridges, highways, housing, hospitals, mass transportation projects, schools, streets, and water and sewer works.  They are also issued to repay outstanding obligations, to raise funds for general operating expenses, and to make loans to other public institutions and facilities.

The two principal classifications of municipal securities are “general obligation” and “revenue” bonds.  General obligation bonds are secured by the issuer’s pledge of its full faith and credit and taxing power for the payment of principal and interest.  Interest on and principal of revenue bonds, however, are payable only from the revenue generated by the facility financed by the bond or other specified sources of revenue.  Revenue bonds do not represent a pledge of credit or create any debt of or charge against the general revenues of a municipality or public authority.

Municipal securities may carry fixed or floating rates of interest.  Most municipal securities pay interest in arrears on a semi-annual or more frequent basis.  However, certain securities, typically known as capital appreciation bonds or zero coupon bonds, do not provide for any interest payments prior to maturity.  Such securities are normally sold at a discount from their stated value, or provide for periodic increases in their stated value to reflect a compounded interest rate.  The market value of these securities is also more sensitive to changes in market interest rates than securities that provide for current interest payments.

Municipal securities in the form of notes generally are used to provide for short-term capital needs, in anticipation of an issuer’s receipt of other revenues or financing, and typically have maturities of up to three years.  Such instruments may include Tax Anticipation Notes, Revenue Anticipation Notes, Bond Anticipation Notes, Tax and Revenue Anticipation Notes and Construction Loan Notes.  The obligations of an issuer of municipal notes are generally secured by the anticipated revenues from taxes, grants or bond financing.  An investment in such instruments, however, presents a risk that the anticipated revenues will not be received or that such revenues will be insufficient to satisfy the issuer’s payment obligations under the notes or that refinancing will be otherwise unavailable.
 
Asset-Backed Securities. Asset-backed securities (“ABS”) are bonds backed by pools of loans or other receivables.  ABS are created from many types of assets, including auto loans, credit card receivables, home equity loans, and student loans.  ABS are issued through special purpose vehicles that are bankruptcy remote from the issuer of the collateral.  The credit quality of an ABS transaction depends on the performance of the underlying assets.  To protect ABS investors from the possibility that some borrowers could miss payments or even default on their loans, ABS include various forms of credit enhancement. Some ABS, particularly home equity loan transactions, are subject to interest-rate risk and prepayment risk.  A change in interest rates can affect the pace of payments on the underlying loans, which in turn, affects total return on the securities.  ABS also carry credit or default risk. If many borrowers on the underlying loans default, losses could exceed the credit enhancement level and result in losses to investors in an ABS transaction. Finally, ABS have structure risk due to a unique characteristic known as early amortization, or early payout, risk. Built into the structure of most ABS are triggers for early payout, designed to protect investors from losses.  These triggers are unique to each transaction and can include: a big rise in defaults on the underlying loans, a sharp drop in the credit enhancement level, or even the bankruptcy of the originator.  Once early amortization begins, all incoming loan payments are used to pay investors as quickly as possible.  Consistent with an Underlying Fund’s investment objectives and policies, the Adviser or Sub-Adviser also may invest in other types of asset-backed securities.

When-Issued, Delayed Delivery and Forward Commitment Transactions.  Each of the Underlying Funds may purchase or sell securities on a when-issued, delayed delivery, or forward commitment basis.  When such purchases or sales are outstanding, the Underlying Fund will segregate or “earmark” until the settlement date assets determined to be liquid by the Adviser or Sub-Adviser or otherwise cover its position in an amount sufficient to meet the Underlying Fund’s obligation.  Typically, no income accrues on securities a Fund has committed to purchase prior to the time delivery of the securities is made, although an Underlying Fund may earn income on securities it has segregated or “earmarked.”

When purchasing a security on a when-issued, delayed delivery, or forward commitment basis, the Underlying Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value.  Because the Underlying Fund is not required to pay for the security until the delivery date, these risks are in addition to the risks associated with the Underlying Fund’s other investments.  If the other party to a transaction fails to deliver the securities, the Underlying Fund could miss a favorable price or yield opportunity.  If the Underlying Fund remains substantially fully invested at a time when when-issued, delayed delivery, or forward commitment purchases are outstanding, the purchases may result in a form of leverage.

When an Underlying Fund has sold a security on a when-issued, delayed delivery, or forward commitment basis, the Underlying Fund does not participate in future gains or losses with respect to the security. If the other party to a transaction fails to pay for the securities, the Underlying Fund could suffer a loss. Additionally, when selling a security on a when-issued, delayed delivery, or forward commitment basis without owning the security, a Underlying Fund will incur a loss if the security’s price appreciates in value such that the security’s price is above the agreed upon price on the settlement date.

An Underlying Fund may dispose of or renegotiate a transaction after it is entered into, and may purchase or sell when-issued, delayed delivery or forward commitment securities before the settlement date, which may result in a gain or loss.  There is no percentage limitation on the extent to which the Underlying Funds may purchase or sell securities on a when-issued, delayed delivery, or forward commitment basis.

Bank Obligations. Bank obligations in which the Underlying Funds may invest include certificates of deposit, bankers’ acceptances, and fixed time deposits.  Certificates of deposit are negotiable certificates issued against funds deposited in a commercial bank for a definite period of time and earning a specified return.  Bankers’ acceptances are negotiable drafts or bills of exchange, normally drawn by an importer or exporter to pay for specific merchandise, which are “accepted” by a bank, meaning, in effect, that the bank unconditionally agrees to pay the face value of the instrument on maturity. Fixed time deposits are bank obligations payable at a stated maturity date and bearing interest at a fixed rate.  Fixed time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal penalties which vary depending upon market conditions and the remaining maturity of the obligation. There are no contractual restrictions on the right to transfer a beneficial interest in a fixed time deposit to a third party, although there is no market for such deposits.  An Underlying Fund  will not invest in fixed time deposits which (1) are not subject to prepayment or (2) provide for withdrawal penalties upon prepayment (other than overnight deposits) if, in the aggregate, more than 15% of its net assets (would be invested in such deposits, repurchase agreements maturing in more than seven days and other illiquid assets.

Obligations of foreign banks involve somewhat different investment risks than those affecting obligations of United States banks, including the possibilities that their liquidity could be impaired because of future political and economic developments, that their obligations may be less marketable than comparable obligations of United States banks, that a foreign jurisdiction might impose withholding taxes on interest income payable on those obligations, that foreign deposits may be seized or nationalized, that foreign governmental restrictions such as exchange controls may be adopted which might adversely affect the payment of principal and interest on those obligations and that the selection of those obligations may be more difficult because there may be less publicly available information concerning foreign banks or the accounting, auditing and financial reporting standards, practices and requirements applicable to foreign banks may differ from those applicable to United States banks.  Foreign banks are not generally subject to examination by any United States Government agency or instrumentality.
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General Risks of Debt Securities

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

Certain debt securities may be subject to extension risk, which refers to the change in total return on a security resulting from an extension or abbreviation of the security’s maturity.  Issuers may prepay fixed rate debt securities when interest rates fall, forcing the Underlying Funds to invest in securities with lower interest rates. Issuers of debt securities are also subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors that may restrict the ability of the issuer to pay, when due, the principal of and interest on its debt securities.  The possibility exists therefore, that, as a result of bankruptcy, litigation or other conditions, the ability of an issuer to pay, when due, the principal of and interest on its debt securities may become impaired.

Interest Rate Risk  The market value of the interest-bearing debt securities held by the Underlying Funds will be affected by changes in interest rates.  There is normally an inverse relationship between the market value of securities sensitive to prevailing interest rates and actual changes in interest rates. The longer the remaining maturity (and duration) of a security, the more sensitive the security is to changes in interest rates.  All debt securities, including U.S. Government Securities, can change in value when there is a change in interest rates.  As a result, an investment in the Underlying Funds is subject to risk even if all debt securities in the Underlying Funds’ investment portfolio are paid in full at maturity.

Credit Risk  Changes in the ability of an issuer to make payments of interest and principal and in the markets’ perception of an issuer’s creditworthiness will also affect the market value of that issuer’s debt securities.  The financial condition of an issuer of a debt security held by the Underlying Funds may cause it to default on interest or principal payments due on a security.  This risk generally increases as security credit ratings fall.

Investments in Foreign Securities

Foreign Securities   The Underlying Funds may invest in foreign debt securities which may be denominated in foreign currencies. Foreign securities are subject to additional investment risks.  All foreign investments are subject to foreign political and economic instability.  There may be less information publicly available about foreign issues than about domestic issues, and foreign issuers are not generally subject to accounting, auditing and financial reporting standards and practices comparable to those in the U.S.

Income from foreign securities will be received and realized in foreign currencies and the Underlying Funds are required to compute and distribute income in U.S. dollars.  Accordingly, a decline in the value of a particular foreign currency against the U.S. dollar after the Underlying Funds’ income has been earned and computed in U.S. dollars may require the Underlying Funds to liquidate portfolio securities to acquire sufficient U.S. dollars to make a distribution.  Similarly, if the exchange rate declines between the time an Underlying Fund incurs expenses in U.S. dollars and the time such expenses are paid, the Underlying Funds may be required to liquidate additional foreign securities to purchase the U.S. dollars required to meet such expenses.

Foreign Market Risks  Investments in foreign securities also include the risk that the foreign government will impose restrictions on foreign currency transactions and rates of exchanges, will impose other regulations on exchange controls or will impose the seizure or nationalization of foreign assets.  There is also the risk that there will be changes in the administrations or economic and monetary policies of related foreign governments, resulting in the possibility of expropriation decrees and other adverse foreign governmental action, or the imposition of new taxes.  Foreign markets also tend to be less liquid and typically involve less government supervision of exchanges, brokers and issuers, as well as, difficulty in enforcing contractual obligations, delays in settlement of securities transactions and greater price volatility.  Changes in foreign exchange rates will affect the U.S. dollar value of all foreign currency denominated securities held by the Underlying Funds.  Exchange rates are influenced generally by the forces of supply and demand in the foreign currency markets and by numerous other political and economic events occurring outside the United States, many of which may be difficult, if not impossible, to predict.

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Additional Risks of High Yield Foreign Sovereign Debt Securities  Investing in fixed and floating rate high yield foreign sovereign debt securities will expose funds investing in such securities to the direct or indirect consequences of political, social or economic changes in the countries that issue the securities.  The ability and willingness of sovereign obligors in developing and emerging countries or the governmental authorities that control repayment of their external debt to pay principal and interest on such debt when due may depend on general economic and political conditions within the relevant country.  Countries such as those in which the Underlying Funds may invest have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate trade difficulties and extreme poverty and unemployment.  Many of these countries also are characterized by political uncertainty or instability.

Other factors that may influence the ability or willingness to service debt include, but are not limited to: a country's cash flow situation, the availability of sufficient foreign exchange on the date a payment is due, the relative size of its debt service burden to the economy as a whole, and its government's policy towards the International Monetary Fund, the World Bank and other international agencies.  The ability of a foreign sovereign obligor to make timely payments on its external debt obligations also will be strongly influenced by the obligor's balance of payments, including export performance, its access to international credits and investments, fluctuations in interest rates and the extent of its foreign reserves.  A country whose exports are concentrated in a few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports.  To the extent that a country receives payment for its exports in currencies other than dollars, its ability to make debt payments denominated in dollars could be affected adversely.  If a foreign sovereign obligor cannot generate sufficient earnings from foreign trade to service its external debt, it may need to depend on continuing loans and aid from foreign governments, commercial banks and multilateral organizations, and inflows of foreign investment.  The commitment on the part of these foreign governments, multilateral organizations and others to make such disbursements may be conditioned on the government's implementation of economic reforms and/or economic performance and the timely service of its obligations.  Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties' commitments to lend funds, which may further impair the obligor's ability or willingness to timely service its debts.

The cost of servicing external debt also generally will be affected adversely by rising international interest rates, because many external debt obligations bear interest at rates that are adjusted based upon international interest rates.  The ability to service external debt also will depend on the level of the relevant government's international currency reserves and its access to foreign exchange.  Currency devaluations may affect the ability of a sovereign obligor to obtain sufficient foreign exchange to service its external debt.

As a result of the foregoing, a governmental obligor may default on its obligations.  If such an event occurs, the Underlying Funds may have limited legal recourse against the issuer and/or guarantor.  Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of foreign sovereign debt securities to obtain recourse may be subject to the political climate in the relevant country.  In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of other foreign sovereign debt obligations in the event of default under their commercial bank loan agreements.

Sovereign obligors in developing and emerging countries are among the world's largest debtors to commercial banks, other governments, international financial organizations and other financial institutions.  These obligors have in the past experienced substantial difficulties in servicing their external debt obligations, which led to defaults on certain obligations and the restructuring of certain indebtedness.  Restructuring arrangements have included, among other things, reducing and rescheduling interest and principal payments by negotiating new or amended credit agreements or converting outstanding principal and unpaid interest to Brady Bonds, and obtaining new credit to finance interest payments.  Holders of certain foreign sovereign debt securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers.  There can be no assurance that the Brady Bonds and other foreign sovereign debt securities in which the Underlying Funds may invest will not be subject to similar restructuring arrangements or to requests for new credit that may affect adversely the Underlying Funds’ holdings.  Furthermore, certain participants in the secondary market for such debt may be involved directly in negotiating the terms of these arrangements and may therefore have access to information not available to other market participants.

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Other Investment Strategies

Borrowing  The Underlying Funds may borrow amounts up to 5% of its total assets to meet redemption requests.  Because the Underlying Funds’ investments will fluctuate in value, whereas the interest obligations on borrowed funds may be fixed, during times of borrowing, the Underlying Funds’ net asset value may tend to increase more than its investments increase in value, and decrease more when its investments decrease in value.  In addition, interest costs on borrowings may fluctuate with changing market interest rates and may partially offset or exceed the return earned on the borrowed funds.  Also, during times of borrowing under adverse market conditions, the Underlying Funds might have to sell portfolio securities to meet interest or principal payments at a time when fundamental investment considerations would not favor such sales.

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

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

Foreign Currency Transactions  The Underlying Funds may temporarily hold funds in bank deposits in foreign currencies during the completion of investment programs.  Foreign currency transactions involve certain costs and risks.  The Underlying Funds incur foreign exchange expenses in converting assets from one currency to another.

Temporary Defensive Position  The Underlying Funds may invest in prime quality money market instruments, pending investment of cash balances.  The Underlying Funds may assume a temporary defensive position and may invest without limit in prime quality money market instruments.  Prime quality instruments are those instruments that are rated in one of the two highest short-term rating categories by an NRSRO or, if not rated, determined by each Underlying Fund’s Adviser or Sub-Adviser to be of comparable quality.  The Underlying Funds can also invest in cash and prime quality cash equivalents pending settlement of investments.

Money market instruments usually have maturities of one year or less and fixed rates of return.  The money market instruments in which the Underlying Funds may invest include short-term U.S. Government Securities, commercial paper, bankers’ acceptances, certificates of deposit, interest-bearing savings deposits of commercial banks, repurchase agreements concerning securities in which the Underlying Funds may invest and money market mutual funds. The Underlying Funds will invest in money market mutual funds in compliance with the 1940 Act.

Open-End and Closed-End Investment Companies

General   The Underlying Funds may invest in shares of open-end and closed-end investment companies in accordance with the investment restrictions in the 1940 Act.  Under the 1940 Act, the Underlying Funds’ investments in such securities is generally limited to 3% of the outstanding voting stock of any one company, 5% of each Underlying Fund’s total assets in any one company, and 10% of such Underlying Fund’s total assets in investment companies generally.  Shares of an exchange traded fund (“ETF”) that has received exemptive relief from the SEC to permit other funds to
 
8

invest in the shares without these limitations and shares of money market funds are generally excluded from such restrictions.

Risks  The Underlying Funds, as a shareholder of another investment company, will bear its pro-rata portion of the other investment company’s advisory fee and other expenses, in addition to its own expenses and will be exposed to the investment risks associated with the other investment company.  To the extent that the Underlying Funds invest in open-end or closed-end companies that invest primarily in the securities of companies located outside the United States, see the risks related to foreign securities set forth above.

Core and Gateway®

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

Except as required by the 1940 Act or the Code, such as with respect to borrowing, if any percentage restriction on investment or utilization of assets is adhered to at the time an investment is made, a later change in percentage resulting from a change in the market values of the Fund’s assets or purchases and redemptions of shares will not be considered a violation of the limitation.
 
A fundamental policy of the Fund and the Fund’s investment objective cannot be changed without the affirmative vote of the lesser of: (1) 50% of the outstanding shares of the Fund; or (2) 67% of the shares of the Fund present or represented at a shareholders meeting at which the holders of more than 50% of the outstanding shares of the Fund are present or represented.  A nonfundamental policy of the Fund may be changed by the Board without shareholder approval.

1.           Fundamental Limitations
 
The Fund has adopted the following investment limitations that cannot be changed by the Board without shareholder approval.
 
Diversification  With respect to 75% of its assets, the Fund will not purchase securities, other than U.S. Government Securities and securities of other investment companies, of any one issuer, if: (1) more than 5% of the Fund’s total assets taken at market value would at the time of purchase be invested in the securities of that issuer; or  (2) such purchase would at the time of purchase cause the Fund to hold more than 10% of the outstanding voting securities of that issuer.
 
Borrowing Money  The Fund will not borrow money, except: (a) from a bank, provided that immediately after such borrowing there is an asset coverage of 300% for all borrowings of the Fund; or (b) from a bank or other persons for temporary purposes only, provided that such temporary borrowings are in an amount not exceeding 5% of the Fund’s total assets at the time when the borrowing is made.  This limitation does not preclude the Fund from entering into reverse repurchase transactions, provided that the Fund has an asset coverage of 300% for all borrowings and repurchase commitments of the Fund pursuant to reverse repurchase transactions.

Senior Securities  The Fund will not issue senior securities.  This limitation is not applicable to activities that may be deemed to involve the issuance or sale of a senior security by the Fund, provided that the Fund’s engagement in such activities is consistent with or permitted by the 1940 Act.

Underwriting  The Fund will not act as underwriter of securities issued by other persons.  This limitation is not applicable to the extent that, in connection with the disposition of portfolio securities (including restricted securities), the Fund may be deemed an underwriter under certain federal securities laws.

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Real Estate  The Fund will not purchase or sell real estate.  This limitation is not applicable to investments in marketable securities, which are secured by or represent interests in real estate.  This limitation does not preclude the Fund from investing in mortgage-related securities or investing in companies engaged in the real estate business or that have a significant portion of their assets in real estate (including real estate investment trusts).

Commodities  The Fund will not purchase or sell commodities unless acquired as a result of ownership of securities or other investments.  This limitation does not preclude the Fund from purchasing or selling options or futures contracts, from investing in securities or other instruments backed by commodities or from investing in companies, which are engaged in a commodities business or have a significant portion of their assets in commodities.

Loans The Fund will not make loans to other persons, except: (a) by loaning portfolio securities; (b) by engaging in repurchase agreements; or (c) by purchasing nonpublicly offered debt securities.  For purposes of this limitation, the term “loans” shall not include the purchase of a portion of an issue of publicly distributed bonds, debentures or other securities.

Concentration The Fund will not invest 25% or more of its total assets in a particular industry.  This limitation is not applicable to investments in obligations issued or guaranteed by the U.S. government, its agencies and instrumentalities or repurchase agreements with respect thereto.

With respect to the percentages adopted by the Trust, on behalf of the Fund, as maximum limitations on its investment policies and limitations, an excess above the fixed percentage will not be a violation of the policy or limitation unless the excess results immediately and directly from the acquisition of any security or the action taken.  This paragraph does not apply to the policy regarding borrowing money set forth above.

Management
 
1.           Trustees and Officers of the Trust
 
The Board is responsible for oversight of the management of the Trust’s business affairs and of the exercise of all the Trust’s powers except those reserved for shareholders.  The following table provides information about each Board member and certain officers of the Trust  Mr. Keffer is considered an Interested Trustee of the Trust due to his affiliation with Atlantic.  Each Trustee and officer holds office until the person resigns, is removed, or is replaced.  Unless otherwise noted, the persons have held their principal occupations for more than five years.  The address for all Trustees and officers are c/o Atlantic Fund Administration, LLC, Three Canal Plaza, Suite 600, Portland, Maine 04101, unless otherwise indicated.  Each Trustee oversees twenty-eight portfolios in the Fund Family.  Mr. Keffer is also an Interested Director of Wintergreen Fund, Inc., another registered, open-ended investment company.

 
Name
and Birth Date
Position
with the
Trust
Term of Office and
Length of Time
Served
Principal Occupation(s)
During
Past 5 Years
Independent Trustees
     
J. Michael Parish
Born: 1943
 
Chairman of the Board; Trustee; Chairman, Nominating Committee and Qualified Legal Compliance Committee
Since 1989
(Chairman since 2004)
 
Retired; Partner, Wolf, Block, Schorr and Solis-Cohen LLP (law firm) 2002 – 2003; Partner, Thelen Reid & Priest LLP (law firm) 1995 – 2002.
Costas Azariadis
Born: 1943
 
Trustee; Chairman, Valuation Committee
Since 1989
 
Professor of Economics, Washington University (effective 2006);
Professor of Economics, University of California-Los Angeles 1992 - 2006.
 

 
10

 
James C. Cheng
Born: 1942
 
Trustee; Chairman, Audit Committee
Since 1989
President, Technology Marketing Associates (marketing company for small- and medium-sized businesses in New England) since 1991.
Interested Trustee
     
John Y. Keffer1
Born: 1942
Trustee
 
Since 1989
Chairman, Atlantic Fund Administration, LLC since 2008; President, Forum Foundation (a charitable organization) since 2005; President, Forum Trust, LLC (a non-depository trust company of which Atlantic is a subsidiary) since 1997; President, Citigroup Fund Services, LLC (“Citigroup”) 2003 – 2005; President, Forum Financial Group, LLC (“Forum”) (a fund services company acquired by Citibank, N.A. ) 1986-2003.
Officers
     
Stacey E. Hong
Born:  1966
President; Principal Executive Officer
Since 2008
President, Atlantic, since 2008; Director, Consulting Services, Foreside Fund Services, 2007; Elder Care, 2005-2006; Director, Fund Accounting, Citigroup, 2003-2005.
Karen Shaw
Born: 1972
Treasurer; Principal Financial Officer
Since 2008
Senior Manager, Atlantic since 2008; Section Manager/Vice President, Enterprise Support Services, Citigroup, 2003-2008; Senior Manager, Support and Fund Accounting, Forum Financial Group, 1994-2003.
David Faherty
Born: 1970
 
Vice President
Since 2009
Senior Counsel, Atlantic since 2009; Vice President, Citi Fund Services Ohio, Inc.  (2007–2009); Associate Counsel Investors Bank & Trust Company 2006–2007; Employee of FDIC 2005; employee of IKON Office Solutions, Inc. 1998–2001.
Lina Bhatnagar
Born: 1971
Secretary
Since 2008
Senior Administration Specialist, Atlantic since 2008; Regulatory Administration Specialist, Citigroup, 2006-2008; Money Market/Short Term Trader, Wellington Management 1996-2002.
Michael J. McKeen
Born:  1971
Vice President
Since 2009
Senior Manager, Atlantic Fund Administration, LLC, since 2008; Vice President, Citigroup 2003–2008; Manager, Forum Financial Group, 1993-2003
Joshua LaPan
Born:  1973
Vice President
Since 2009
Manager, Atlantic Fund Administration, LLC, since 2008; Vice President, Citigroup 2003 - 2008; Manager, Forum Financial Group, 1995-2003
Timothy Bowden
Born:  1969
Vice President
Since 2009
Manager, Atlantic Fund Administration, LLC, since 2008; Vice President, Citigroup 2005 - 2008; Manager, PNC, 1997-2005
 
1  Since 1997, John Y. Keffer has been president and owner of Forum Trust, LLC. Atlantic Fund Administration, LLC, is a subsidiary of Forum Trust, LLC.
 
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1.     Trustee Ownership in the Fund and Other Series of the Trust
 
 
Trustees
 
Dollar Range of Beneficial Ownership in the Fund as of [December 31, 2009]
Aggregate Dollar Range of Ownership as of [December 31, 2009] in all Funds Overseen by Trustee in the Trust
Interested Trustees
   
John Y. Keffer
N/A
None
Independent Trustees
   
Costas Azariadis
N/A
None
James C. Cheng
N/A
None
J. Michael Parish
N/A
Over $100,000

2.      Ownership of Securities of the Adviser and Related Companies

As of [December 31, 2009], no Independent Trustee or any immediate family member owned beneficially or of record securities of any Trust investment adviser, its principal underwriter, or any person (other than a registered investment company) directly or indirectly, controlling, controlled by or under common control with any Trust investment adviser or principal underwriter.

3.   Information Concerning Trust Committees

Audit Committee  The Trust’s Audit Committee, which meets when necessary, consists of Messrs. Azariadis, Cheng and Parish, constituting all of the Trust’s Independent Trustees.  Pursuant to a charter adopted by the Board, the Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Trust.  It is directly responsible for the appointment, termination, compensation and oversight of work of the independent registered public accountants to the Trust.  In so doing, the Committee reviews the methods, scope and results of the audits and audit fees charged, and reviews the Trust’s internal accounting procedures and controls.  During the fiscal year ended February 28, 2009, the Audit Committee met seven times for the Trust.

Nominating Committee  The Trust’s Nominating Committee, which meets when necessary, consists of Messrs. Azariadis, Cheng, and Parish, constituting all of the Trust’s Independent Trustees.  Pursuant to a charter adopted by the Board, the Nominating Committee is charged with the duty of nominating all Independent Trustees and committee members, and presenting these nominations to the Board.  The Nominating Committee will not consider nominees for Trustees recommended by security holders.  During the fiscal year ended February 28, 2009, the Nominating Committee did not meet.

Valuation Committee   The Trust’s Valuation Committee, which meets when necessary, consists of Messrs.  Azariadis, Cheng, Keffer or Parish, the President or the Treasurer, a representative of the Fund’s fund accountant and, if needed, a portfolio manager or senior representative of the investment adviser to the Trust series holding securities that require fair valuation. Pursuant to a charter adopted by the Board, the Valuation Committee reviews and provides advice regarding the Trust’s policies and procedures for determining NAV per share of the Trust’s series.  The Valuation Committee also produces fair value determinations for securities maintained in the portfolios of the Trust’s series consistent with valuation procedures approved by the Board.  During the fiscal year ended February 28, 2009, the Valuation Committee met seven times.

Qualified Legal Compliance Committee The Qualified Legal Compliance Committee (the “QLCC’), which meets when necessary, consists of Messrs. Azariadis, Cheng and Parish, constituting all of the Trust’s Independent Trustees.  The QLCC evaluates and recommends resolutions to reports from attorneys servicing the Trust regarding evidence of material violations of applicable Federal and state law or the breach of fiduciary duties under applicable Federal and state law by the Trust or an employee or agent of the Trust.  During the fiscal year ended February 28, 2009, the QLCC did not meet.

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4.      Compensation of Trustees and Officers

Each Trustee is paid an annual retainer fee of $16,000 for service to the Trust ($20,000 for the Chairman).  In addition, each Trustee will be paid a fee of $1,500 for each regular Board meeting attended ($2,500 for the Chairman), $500 for each short special Board meeting attended ($750 for the Chairman) and $1,500 for each major special Board meeting attended ($2,250 for the Chairman) whether the regular or special Board meetings are attended in person or by electronic communication.  In addition, a $3,000 annual stipend will be paid to each Trustee that serves as Chairman of one or more Board Committees.  Each Trustee is also reimbursed for all reasonable out-of-pocket expenses incurred in connection with his duties as a Trustee, including travel and related expenses incurred in attending Board meetings.  No officer of the Trust is compensated by the Trust but officers are reimbursed for travel and related expenses incurred in attending Board meetings held outside of Portland, Maine.

The following table sets forth the fees expected to be paid to each Trustee by the Fund and the Trust for the fiscal year ending February 28, 2001.
 
Trustee
Estimated Compensation
from the Fund
 
Benefits
Retirement
Estimated Total Compensation
from Trust
Costas Azariadis
N/A
N/A
N/A
$27,000
James C. Cheng
N/A
N/A
N/A
$27,000
J. Michael Parish
N/A
N/A
N/A
$37,000
John Y. Keffer
N/A
N/A
N/A
$0
 
5.           Investment Adviser
 
Services of Adviser  The Adviser serves as investment adviser to the Fund pursuant to an investment advisory agreement (the “Advisory Agreement”) with the Trust.  Under the Advisory Agreement, the Adviser furnishes, at its own expense, all services, facilities and personnel necessary in connection with managing the Fund’s investments and effecting portfolio transactions for the Fund. The Adviser may also pay fees to certain brokers/dealers to have the Fund available for sale through such institutions as well as for certain shareholder services provided to customers purchasing Fund shares through such institutions.

Subject to the general oversight of the Board, the Adviser makes decisions regarding the investment and reinvestment of the Fund’s assets.
 
Ownership of Adviser  The Fund’s investment adviser is Utendahl Capital Management LP, , a Delaware limited partnership, 30 Broad Street, 21st Floor, New York, NY 10004.
 
Information Regarding Portfolio Manager  The following information regarding the Fund’s portfolio manager has been provided by the Adviser.

Other Accounts under Management As of November 30, 2009, Mr. Mandel acted as portfolio manager for 7 other accounts with assets totaling $200,000,000.  Mr. Mandel does not manage any other registered investment companies.  No account managed by Mr. Mandel pays the Adviser a performance-based fee.

Conflicts of Interest Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or other account.  More specifically, portfolio managers who manage multiple funds and/or other accounts may be presented with the following conflicts:
 
·  
The management of multiple funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each fund and/or other account.  The Adviser seeks to manage such competing interests for the time and attention of portfolio managers be having portfolio managers focus on a particular investment discipline.  Most other accounts managed by the portfolio manager are managed using the same investment models that are used in connection with the management of the Fund.
 
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·  
If the portfolio manager identifies a limited investment opportunity which may be suitable for more than one account, the Fund may be unable to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible accounts.  To deal with these situations, the Adviser and the Fund have adopted procedures for allocating portfolio transactions across multiple accounts.
 
·  
With respect to securities transactions for the Fund, the Adviser determines which broker to use to execute each order, consistent with its duty to seek best execution of the transaction.  However, with respect to certain other accounts (such as other pooled investment vehicles that are not registered mutual funds and other accounts managed for organizations and individuals), the Adviser may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker.  In these cases, the Adviser may place separate, non-simultaneous transactions for the Fund and another account which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Fund or the other account.
 
·  
Finally, the appearance of a conflict of interest may arise if the Adviser has an incentive, such as a performance-based management fee, which relates to the management of one fund or account but not all funds and accounts with respect to which a portfolio manager has day-to-day management responsibilities.
 
The Adviser and the Fund have adopted certain compliance procedures, which are designed to address these types of conflicts.  However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
 
Compensation of Portfolio Manager For the period ended October 31, 2009, the Adviser compensated Mr. Mandel based on a fixed salary plus a bonus.  The bonus reflected the respective contribution of Mr. Mandel to and the overall profitability of the Adviser based on assets under management. 

Portfolio Manager Ownership in the Fund

The Fund has not commenced operations as of the date of this SAI, thus the portfolio manager of the Fund do not own any shares of the Fund.

Fees  The Adviser’s fee is calculated as a percentage of the Fund’s average daily net assets.  The fee, if not waived, is accrued daily by the Fund.  The Adviser’s fee is paid monthly based on average net assets for the prior month.
 
In addition to receiving its advisory fee from the Fund, the Adviser may also act and be compensated as investment manager for its clients with respect to assets they invested in the Fund.  If you have a separately managed account with the Adviser with assets invested in the Fund, the Adviser will not charge you a separate management fee on the account with respect to those assets.
 
As of the date hereof, the Fund has not commenced operations.

Advisory Agreement  The Adviser is not affiliated with Atlantic or any company affiliated with Atlantic.  The Investment Advisory Agreement remains in effect for a period of two years from the date of its effectiveness, and thereafter the Investment Advisory Agreement must be approved at least annually by the Board or by majority vote of the shareholders, and in either case by a majority of the Independent Trustees who are not parties to the agreement or interested persons of any such party (other than as Trustees of the Trust).

14

The Investment Advisory Agreement is terminable without penalty by the Trust with respect to the Fund on 60 days’ written notice when authorized either by vote of the Fund’s shareholders or by a majority vote of the Board, or by the Adviser on 60 days’ written notice to the Trust.  The Investment Advisory Agreement terminates immediately upon assignment.

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

6.           Distributor

Distribution Services
 
 
The Distributor (also known as the principal underwriter) of the shares of the Fund is located at Three Canal Plaza, Portland, Maine 04101.  The Distributor is a registered broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”).

Under a Distribution Agreement with the Trust dated March 31, 2009, the Distributor acts as the agent of the Trust in connection with the continuous offering of shares of the Fund.  The Distributor continually distributes shares of the Fund on a best effort basis.  The Distributor has no obligation to sell any specific quantity of Fund shares.  The Distributor and its officers have no role in determining the investment policies or which securities are to be purchased or sold by the Trust or its Fund.
 
The Distributor may enter into agreements with selected broker-dealers, banks or other financial institutions (each a
“Financial Institution,” collectively, the “Financial Institutions”) for distribution of shares of the Fund.  With respect to certain Financial Institutions and related Fund “supermarket” platform arrangements, the Fund and/or the Fund’s Adviser, rather than the Distributor, typically enter into such agreements (see also “Purchases through Financial Institutions”).  These Financial Institutions may charge a fee for their services and may receive shareholder service or other fees from parties other than the Distributor.  These Financial Institutions may otherwise act as processing agents and are responsible for promptly transmitting purchase, redemption and other requests to the Fund.
 
The Adviser, at its expense, pays the Distributor a fee for certain distribution-related services.
 
7.           Other Fund Service Providers

Administrator, Accountant, Transfer Agent and Compliance Services

Atlantic and its subsidiaries provide administration, fund accounting and transfer agency services to the Fund. Atlantic is a subsidiary of Forum Trust, LLC. Mr. John Y. Keffer, a Trustee of the Trust, is the Chairman of Atlantic and is also the founder and a substantial owner of Forum Trust, LLC, the corporate parent of Atlantic.

Pursuant to the Atlantic Services Agreement (the “Services Agreement”), the Fund pays Atlantic a bundled fee for administration, fund accounting and transfer agency services at an annual rate of: 0.04% on the first $500 million in Fund assets, 0.03% on the next $1,500 million in Fund assets and 0.025% on Fund assets exceeding $2 billion. The base fee is subject to an annual minimum of $100,000. The Fund also pays Atlantic certain surcharges and shareholder account fees. The fee is accrued daily by the Fund and is paid monthly based on the average net assets, transactions and positions for the previous month.

As administrator, Atlantic administers the Fund’ operations with respect to the Fund except those that are the responsibility of any other service provider hired by the Trust, all in such manner and to such extent as may be authorized by the Board. The Administrator’s responsibilities include, but are not limited to, (1) overseeing the performance of administrative and professional services rendered to the Fund by others, including its custodian, transfer agent and dividend disbursing agent as well as legal, auditing, shareholder servicing and other services performed for the Fund; (2) preparing for filing and filing certain regulatory filings (i.e. registration statements and semi-annual reports) subject to Trust counsel and/or independent auditor oversight; (3) overseeing the preparation and filing of the Fund’s tax returns, the preparation of financial statements and related reports to the Fund’s shareholders, the SEC and state and other securities administrators; (4) providing the Fund with adequate general
 
15

office space and facilities and provide persons suitable to the Board to serve as officers of the Trust; (5) assisting the Fund’s investment advisers in monitoring Fund holdings for compliance with prospectus investment restrictions and assist in preparation of periodic compliance reports; and (6) with the cooperation of the Adviser, the officers of the Trust and other relevant parties, preparing and disseminating materials for meetings of the Board.

As fund accountant, Atlantic provides fund accounting services to the Fund. These services include calculating the NAV of the Fund and preparing the Fund’s financial statements and tax returns.

The Services Agreement with respect to the Fund continues in effect until terminated, so long as its continuance is specifically approved or ratified with respect to the Fund with such frequency and in such manner as required by applicable law. The Services Agreement is terminable with or without cause and without penalty by the Trust or by the Administrator with respect to the Fund on 120 days’ written notice to the other party. The Services Agreement is also terminable for cause by the non-breaching party on at least 60 days’ written notice to the other party, provided that such party has not cured the breach within that notice period. Under the Services Agreement, Atlantic is not liable to the Fund or the Fund’s shareholders for any act or omission, except for willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under the Services Agreement. Under the Services Agreement, Atlantic and certain related parties (such as Atlantic’s officers and persons who control Atlantic) are indemnified by the Fund against any and all claims and expenses related to the Atlantic’s actions or omissions that are consistent with Atlantic’s contractual standard of care. Under the Services Agreement, in calculating the Fund’s NAV, Atlantic is deemed not to have committed an error if the NAV it calculates is within 1/10 of 1% of the actual NAV (after recalculation). The Services Agreement also provides that Atlantic will not be liable to a shareholder for any loss incurred due to a NAV difference if such difference is less than or equal to  1/2 of 1% or less than or equal to $25.00. In addition, Atlantic is not liable for the errors of others, including the companies that supply security prices to Atlantic and the Fund.

Atlantic, located at Three Canal Plaza, Portland, Maine 04101, serves as transfer agent and distribution paying agent for the Fund. The transfer agent and distribution paying agent maintains an account for each shareholder of record of the Fund and is responsible for processing purchase and redemption requests and paying distributions to shareholders of record.

Atlantic provides a Principal Executive Officer (“PEO”), Principal Financial Officer (“PFO” and, with the PEO, “Certifying Officers”), a Chief Compliance Officer (“CCO”), and an Anti-Money Laundering Compliance Officer (“AMLCO”) to the Fund, as well as certain additional compliance support functions (collectively, “Compliance Services”), pursuant to its Compliance Services Agreement dated June 1, 2008 (the “Compliance Services Agreement”).
 
For making available the CCO, AMLCO and Certifying Officers, and for providing the Compliance Services, Atlantic receives a fee from the Fund of (i) $20,000 (allocated equally to all Trust series for which the Adviser provides management services), and (ii) $5,000 per Fund.
 
The Compliance Services Agreement with respect to the Fund continues in effect until terminated. The Compliance Services Agreement is terminable with or without cause and without penalty by the Board of the Trust or by Atlantic with respect to the Fund on 60 days’ written notice to the other party. Notwithstanding the foregoing, the provisions of the Compliance Services Agreement related to CCO services, may be terminated at any time by the Board, effective upon written notice to the CCO and Certifying Officers, without the payment of any penalty.
 
Under the Compliance Services Agreement, (1) Atlantic is not liable to the Fund or the Fund’s shareholders for any act or omission, and (2) Atlantic and certain related parties (“Atlantic Indemnitees”) are indemnified by the Fund against any and all claims and expenses related to an Atlantic Indemnitee’s actions or omissions, except, with respect to (1) and (2), for willful misfeasance, bad faith or negligence in the performance of Atlantic’s duties or by reason of reckless disregard of its obligations and duties under the Compliance Services Agreement.

As of the date hereof, the Fund has not commenced operations.

16

Custodian  Union Bank, N.A., is the Custodian for the Fund and safeguards and controls the Fund’s cash and securities, determines income and collects interest on Fund investments.  The Custodian may employ subcustodians to provide custody of the Fund’s domestic and foreign assets.  The Custodian is located at 350 California Street, 6th Floor, San Francisco, CA 94104.

Legal Counsel  K&L Gates LLP, 1601 K Street, Washington D.C. 20006, serves as legal counsel to the Trust.

Independent Registered Public Accounting Firm [          ] is the independent registered public accounting firm for the Fund and provides audit and tax services.  [          ]audits the annual financial statements of the Fund and provides the Fund with an audit opinion.  [          ] also reviews certain regulatory filings of the Fund.


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Portfolio Transactions
 
1.  
How Securities are Purchased and Sold
 
Purchases and sales of portfolio securities that are fixed income securities (for instance, money market instruments and bonds, notes and bills) usually are principal transactions.  In a principal transaction, the party from whom the Fund purchases or to whom the Fund sells is acting on its own behalf (and not as the agent of some other party such as its customers).  These securities normally are purchased directly from the issuer or from an underwriter or market maker for the securities.  There usually are no brokerage commissions paid for these securities.

The price of securities purchased  from underwriters includes a disclosed fixed commission or concession paid by the issuer to the underwriter, and prices of securities purchased from dealers serving as market makers reflects the spread between the bid and asked price.

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

2.  
Adviser Responsibility for Purchases and Sales

The Adviser places orders for the purchase and sale of securities with brokers and dealers selected by and in the discretion of the Adviser.  The Adviser seeks “best execution” for all portfolio transactions.  This means that the Adviser seeks the most favorable price and execution available for the purchase and sale of securities.  The Fund has no obligation to deal with a specific broker or dealer in the execution of portfolio transactions.  Allocations of transactions to brokers and dealers and the frequency of transactions are determined by the Adviser in its best judgment and in a manner deemed to be in the best interest of the Fund rather than by any formula.  The Adviser’s primary consideration in executing transactions for the Fund is prompt execution of orders in an effective manner and at the most favorable price available.

3.  
Choosing Broker-Dealers
 
The Adviser seeks “best execution” for all portfolio transactions. This means that the Adviser seeks the most favorable price and execution available. The Fund may not always pay the lowest commission or spread available.  Rather, in determining the amount of commissions (including certain dealer spreads) paid in connection with securities transactions, the Adviser takes into account factors such as size of the order, difficulty of execution, efficiency of the executing broker’s facilities (including the research services described below) and any risk assumed by the executing broker.
 
Consistent with applicable rules and the Adviser’s duties, the Adviser may consider payments made by brokers effecting transactions for the Fund.  These payments may be made to the Fund or to other persons on behalf of the Fund for services provided to the Fund for which those other persons would be obligated to pay.
 
The Adviser may also utilize a broker and pay a slightly higher commission if, for example, the broker has specific expertise in a particular type of transaction (due to factors such as size or difficulty), or the broker is efficient in trade execution.

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4.  
Obtaining Research from Brokers

The Adviser has full brokerage discretion.  The Adviser evaluates the range and quality of a broker’s services in placing trades including securing best price, confidentiality, clearance and settlement capabilities, promptness of execution and the financial stability of the broker-dealer.  The Adviser may give consideration to research services furnished by brokers to the Adviser for its use and may cause the Fund to pay these brokers a higher amount of commission than may be charged by other brokers.  This research is designed to augment the Adviser’s own internal research and investment strategy capabilities.  This research may include reports that are common in the industry such as industry research reports and periodicals, quotation systems, software for portfolio management and formal databases.  Typically, the research will be used to service all of the Adviser’s accounts, although a particular client may not benefit from all the research received on each occasion.  The Adviser’s fees are not reduced by reason of the Adviser’s receipt of research services.  Since most of the Adviser’s brokerage commissions for research are for economic research on specific companies or industries, and since the Adviser follows a limited number of securities, most of the commission dollars spent for industry and stock research directly benefit the Adviser’s clients and the Fund’s investors.

5.  
Counterparty Risk

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

6.  
Transactions through Affiliates

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

7.  
Other Accounts of the Adviser

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

8.  
Portfolio Turnover

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

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9.  
Securities of Regular Broker-Dealers

From time to time, the Fund may acquire and hold securities issued by its “regular brokers and dealers” or the parent companies of those brokers and dealers.  For this purpose, regular brokers and dealers means the 10 brokers or dealers that:  (1) received the greatest amount of brokerage commissions during the Fund’s last fiscal year; (2) engaged in the largest amount of principal transactions for portfolio transactions of the Fund during the Fund’s last fiscal year; or (3) sold the largest amount of the Fund’s shares during the Fund’s last fiscal year.
As of the date hereof, the Fund has not commenced operations.
 
10. Portfolio Holdings
 
Portfolio holdings of the Fund are disclosed to the public on a quarterly basis in forms required to be filed with the SEC. Portfolio holdings as of the end of the Fund’s annual and semi-annual fiscal periods are reported to the SEC on Form N-CSR within ten days of the mailing of the annual or semi-annual report. Portfolio holdings as of the end of the first and third fiscal quarters are reported to the SEC on Form N-Q within 60 days of the end of such period. You may request a copy of the Fund’s latest semi-annual report to shareholders or a copy of the Fund’s latest Form N-Q which contains the Fund’s portfolio holdings by contacting the Transfer Agent at the address or phone number listed on the cover of this SAI. You may also obtain a copy of the Fund’s latest Form N-CSR and Form N-Q by accessing the SEC’s website at www.sec.gov.
 
In addition, the Fund’s Adviser makes publicly available, on a quarterly basis, information regarding the Fund’s top ten holdings (including name and percentage of the Fund’s assets invested in each such holding) and the percentage breakdown of the Fund’s investments by country, sector and industry, as applicable. This holding information is made available through the Fund’s or the Adviser’s website, marketing communications (including printed advertisements and sales literature), and/or the Fund’s Transfer Agent telephone customer service center that supports the Fund. This quarterly holdings information is released within 15 days after the quarter end.
 
The Fund’s nonpublic portfolio holdings information is received by certain service providers in advance of public release in the course of performing or enabling them to perform the contractual or fiduciary duties necessary for the Fund’s operation that the Fund have retained them to perform. The Adviser to the Fund has regular and continuous access to the Fund’s portfolio holdings. In addition, the Fund’s Administrator, Custodian, Distributor and Fund Accountant as well as independent auditors, proxy voting services, mailing services and financial printers may have access to the Fund’s nonpublic portfolio holdings information on an ongoing basis. The Trustees, the Trust’s officers, and legal counsel to the Trust and to the Independent Trustees may receive such information on an as needed basis. From time to time, nonpublic information regarding the Fund’s portfolio holdings may also be disclosed to certain mutual fund consultants, analysts and rating/ranking entities, or other entities or persons (“Recipients”) that have a legitimate business purpose in receiving such information.  Any disclosure of information more current than the latest publicly available nonpublic portfolio holdings information will be made only if a Trust Officer determines that: (1) the more current information is necessary for a Recipient to complete a specified task; (2) the Fund has a legitimate business purposes for the disclosing the information; and (3) the disclosure is in the best interests of the Fund and its shareholders. Any Recipient receiving such information shall agree in writing to: (1) keep the information confidential; (2) use it only for agreed-upon purposes; and (3) not trade or advise others to trade securities, including shares of the Fund, on the basis of the information.  Such confidentiality agreements entered into for the receipt of nonpublic information shall also provide, among other things, that the Recipient: (1) will limit access to the information to its employees and agents who are obligated to keep and treat such information as confidential; (2) assume responsibility for any breach of the terms of the confidentiality agreement by its employees; and (3) upon request from the Trust, will return or promptly destroy the information.  The Trust Officer shall report to the Board at its next regularly scheduled Board meeting the entering into of an agreement with a Recipient for the disclosure of nonpublic portfolio holdings information and shall include in the report the Trust Officer’s reasons for determining to permit such disclosure.
 
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No compensation is received by the Fund, nor, to the Fund’s knowledge, paid to its Adviser or any other party in connection with the disclosure of the Fund’s portfolio holdings.  The codes of ethics of the Trust, the Adviser, Fund officers, and the Distributor are intended to address, among other things, potential conflicts of interest arising from the misuse of information concerning the Fund’s portfolio holdings.  In addition, the Fund’s service providers may be subject to confidentiality provisions contained within their service agreements, codes of ethics, professional codes, or other similar policies that address conflicts of interest arising from the misuse of such information. 
 
The Fund’s portfolio holdings disclosure policy is subject to review by the Fund’s CCO who will report the results of such review at least annually to the Board. Any identified conflict between the interests of shareholders and those of another party resulting from the disclosure of nonpublic portfolio holdings information will be reported to the Board for appropriate action.
 
There is no assurance that the Fund’s portfolio holdings disclosure policy will protect the Fund against potential misuse of holdings information by individuals or firms in possession of that information.
 
21

Purchase and Redemption Information
 
1.  
General Information
 
You may effect purchases or redemptions or request any shareholder privilege by contacting the transfer agent.
 
The Fund accepts orders for the purchase or redemption of shares on any weekday except days when the NYSE is closed, but under unusual circumstances, may accept orders when the NYSE is closed if deemed appropriate by the Trust’s officers.
 
Not all classes or portfolios of the Trust may be available for sale in the state in which you reside. Please check with your investment professional to determine a class or fund’s availability.
 
Shares of the Fund are sold on a continuous basis by the Distributor. The Fund reserves the right to refuse any purchase request.
 
Fund shares are normally issued for cash only. In the Adviser’s discretion, however, the Fund may accept portfolio securities that meet the investment objective and policies of the Fund as payment for Fund shares. The Fund will only accept securities that: (1) are not restricted as to transfer by law and are not illiquid; and (2) have a value that is readily ascertainable (and not established only by valuation procedures).
 
2.  
IRAs

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

3.  
UGMAs/UTMAs
 
If the trustee’s name is not in the account registration of a gift or transfer to minor (“UGMA/UTMA”) account, the investor must provide a copy of the trust document.
 
4.  
Purchases through Financial Institutions

The Fund or its Adviser may enter into agreements with Financial Institutions.  You may purchase and redeem shares through Financial Institutions. The Fund has authorized one or more Financial Institutions to receive purchase, redemption or exchange orders on its behalf.    Certain Financial Institutions may authorize their agents to receive purchase, redemption, or other requests on behalf of the Fund.  Your order will be priced at the Fund’s NAV next calculated after the Financial Institution receives your order so long as the Financial Institution transmits such order to the Fund consistent with the Fund’s prospectus or the Financial Institution’s contractual arrangements with the Fund.

Financial Institutions may charge their customers a fee for their services and are responsible for promptly transmitting purchase, redemption and other requests to the Fund.  If you purchase shares through a Financial Institution, you will be subject to the Financial Institution’s procedures, which may include charges, limitations, investment minimums, cutoff times and restrictions in addition to, or different from, those applicable when you invest in the Fund directly. The Fund is not responsible for the failure of any Financial Institution to carry out its obligations.

Investors purchasing shares of the Fund through a Financial Institution should read any materials and information provided by the Financial Institution to acquaint themselves with its procedures and any fees that the Financial Institution may charge.
 
Certain Financial Institutions may provide administrative services (such as sub-transfer agency, record-keeping or shareholder communications services) to investors purchasing shares of the Fund through retirement plans and other investment programs. A Financial Institution may perform program services itself or may arrange with a third party to perform program services. In addition to participant recordkeeping, reporting, or transaction processing, program services may include services rendered in connection with fund/investment selection and monitoring, employee enrollment and education, plan balance rollover or separation, or other similar services.
 
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The Adviser or the Fund (if approved by the Board) may pay fees to these Financial Institutions for their services.
 
The Adviser may, at its own expense, compensate the Financial Institutions in connection with the sale or expected sale of Fund shares. The Adviser may also sponsor various promotional activities held by the Financial Institutions to promote sales of the Fund.
 
In addition the Adviser, at its expense, may compensate a Financial Institution for providing certain marketing support services, including finders fees, third party marketing services, business planning assistance, advertising, educating personnel of the Financial Institution about the Fund and shareholder financial planning needs, providing placement on the Financial Institution’s list of offered funds, counseling on the preparation of sales material and presentations and arranging access to sales meetings, sales representatives and management representatives of the Financial Institutions.
 
The above payments are made to Financial Institutions that are registered as holders of record or dealers of record for accounts in the Fund. These payments are generally based on one or more of the following factors: average net assets of the Fund shares attributable to that dealer, gross or net sales of Fund shares attributable to that dealer, reimbursement of ticket charges (including fees that a dealer firm charges its representatives for effecting transactions in fund shares and payments for processing transactions via National Securities Clearing Corporation ("NSCC")) or a negotiated lump sum payment for services rendered. The Adviser compensates dealers differently depending upon, among other factors, the level and/or type of marketing support provided by the dealer. Eligibility requirements for such payments to Financial Institutions are determined by the Adviser. Such payments will create an incentive for the Financial Institutions to recommend that investors purchase Fund shares.
 
Marketing support payments are not expected, with certain limited exceptions, to exceed 0.10% of the average net assets of the Adviser’s mutual funds attributable to that dealer, estimated on an annual basis over a five year time period. Program servicing payments, which are paid in some instances to third parties in connection with investments in the Fund by retirement plans and other investment programs, are not expected, with certain limited exceptions, to exceed 0.10% of the total assets in the Adviser’s mutual funds, estimated on an annual basis over a five year time period. In addition, the Adviser may make one-time or annual payments to select Financial Institutions receiving program servicing payments in reimbursement of printing costs for literature for participants, account maintenance fees or fees for establishment of the Adviser’s mutual funds on the Financial Institution's system. The amounts of these payments may, but will not normally (except in cases where the aggregate assets in the program are small), cause the aggregate amount of the program servicing payments to such Financial Institution on an annual basis to exceed the amounts set forth above. Separately, the Adviser may enter into one or more arrangements with third-party marketing firms. The Adviser anticipates that compensation to such firms will be consistent to costs associated with wholesaling and/or marketing mutual funds. Such compensation will be in addition to any marketing support and/or program servicing payments.
 
From time to time, the Adviser, at its expense, may provide additional compensation to Financial Institutions which sell or arrange for the sale of shares of the Fund to the extent not prohibited by laws or the rules of any self-regulatory agency, such as the FINRA. Such compensation provided by the Adviser may include financial assistance to Financial Institutions that enable the Adviser to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other dealer employees, dealer entertainment, and other dealer-sponsored events, and travel expenses, including lodging incurred by registered representatives and other employees in connection with prospecting, retention and due diligence trips.

5.  
Additional Redemption Information

You may redeem Fund shares at the NAV per share minus any applicable redemption fee.  Accordingly, the redemption price per share of the Fund may be lower than the Fund’s NAV per share.  To calculate redemption fees, after first redeeming any shares associated with reinvested distributions, the Fund will use the first-in-first-out (FIFO) method to determine the holding period.  Under this method, the date of redemption will be compared with the earliest purchase date of shares held in the account.
 
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The Fund may redeem shares involuntarily to: (1) reimburse the Fund for any loss sustained by reason of the failure of a shareholder to make full payment for shares purchased by the shareholder; or (2) collect any charge relating to transactions effected for the benefit of a shareholder which is applicable to the Fund’s shares as provided in the Prospectuses.

6.  
Suspension of Right of Redemption

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

7.  
Redemption-In-Kind

Redemption proceeds normally are paid in cash.  If deemed appropriate and advisable by the Adviser, the Fund may satisfy a redemption request from a shareholder by distributing portfolio securities pursuant to procedures adopted by the Board. The Trust has filed an election with the SEC pursuant to which the Fund may only affect a redemption in portfolio securities if the particular shareholder is redeeming more than $250,000 or 1% of the Fund’s total net assets, whichever is less, during any 90-day period.

8.  
NAV Determination

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

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

The tax information set forth in the Prospectus and the information in this section relate solely to Federal income tax law and assume that the Fund qualifies for treatment as a “regulated investment company” (as discussed below). Such information is only a summary of certain key federal income tax considerations affecting the Fund and its shareholders that are not described in the Prospectus. No attempt has been made to present a complete explanation of the federal tax treatment of the Fund or the implications to shareholders. The discussions here and in the Prospectus are not intended as substitutes for careful tax planning.
 
This “Taxation” section is based on the Code and applicable regulations in effect on the date hereof. Future legislative, regulatory or administrative changes or court decisions may significantly change the tax rules applicable to the Fund and its shareholders. Any of these changes or court decisions may have a retroactive effect.
 
All investors should consult their own tax advisor as to the Federal, state, local and foreign tax provisions applicable to them. The tax year-end of the Fund is February 28 (the same as the Fund’s fiscal year end).
 
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1.  
Qualification for Treatment as a Regulated Investment Company

The Fund intends for each tax year to qualify as a “regulated investment company” under the Code. This qualification does not involve governmental supervision of management or investment practices or policies of the Fund.
 
2.  
Meaning of Qualification
 
As a regulated investment company, the Fund will not be subject to Federal income tax on the portion of its investment company taxable income (that is, taxable interest, dividends, the excess of net short-term capital gain over net long term capital loss, and net gains and losses from certain foreign currency transactions and other taxable ordinary income, net of expenses) and net capital gain (that is, the excess of net long-term capital gains over net short-term capital losses) that it distributes to shareholders. In order to qualify to be taxed as a regulated investment company the Fund must satisfy the following requirements:
 
·  
The Fund must distribute at least 90% of its investment company taxable income for the tax year. (Certain distributions made by the Fund after the close of its tax year are considered distributions attributable to the previous tax year for purposes of satisfying this requirement.)
 
·  
The Fund must derive at least 90% of its gross income each year from dividends, interest, payments with respect to securities loans, and gains from the sale or other disposition of securities, or other income (including gains from options and futures contracts) derived from its business of investing in securities.
 
·  
The Fund must satisfy the following asset diversification test at the close of each quarter of the Fund’s tax year: (1) at least 50% of the value of the Fund’s assets must consist of cash and cash items, U.S. government securities, securities of other regulated investment companies, and securities of other issuers (as to which the Fund has not invested more than 5% of the value of the Fund’s total assets in securities of the issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Fund’s total assets may be invested in the securities of any one issuer (other than U.S. Government securities and securities of other regulated investment companies) or in two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses.
 
Failure to Qualify  If for any tax year the Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) will be subject to tax at regular corporate rates without any deduction for dividends paid to shareholders, and the dividends will be taxable to the shareholders as ordinary income (or possibly as qualified income) to the extent of the Fund’s current and accumulated earnings and profits.
 
Failure to qualify as a regulated investment company would thus have a negative impact on the Fund’s income and performance. It is possible that the Fund will not qualify as a regulated investment company in any given tax year.
 
Fund Distributions  The Fund anticipates distributing substantially all of its investment company taxable income for each tax year. These distributions are taxable to you as ordinary income. A portion of these distributions may qualify for the 70% dividends-received deduction for corporate shareholders.
 
A portion of the Fund’s distributions may be treated as “qualified dividend income,” taxable to individuals through December 31, 2010 at a maximum Federal income tax rate of 15% (0% for individuals in lower tax brackets). A distribution will be treated as qualified dividend income to the extent that the Fund receives
 
25

dividend income from most domestic corporations and certain foreign corporations, provided that certain holding period and other requirements are met.  To the extent the Fund’s distributions are attributable to other sources, such as interest or capital gains, the distributions are not treated as qualified dividend income. The Fund’s distributions of dividends that it received from REITs generally do not constitute “qualified dividend income.”
 
The Fund anticipates distributing substantially all of its net capital gain for each tax year. These distributions generally are made only once a year, usually in November or December, but the Fund may make additional distributions of net capital gain at any time during the year. These distributions are taxable to you as long-term capital gain, regardless of how long you have held shares. These distributions will not qualify for the dividends-received deduction.
 
The Fund may have capital loss carryovers (unutilized capital losses from prior years). These capital loss carryovers (which can be used for up to eight years) may be used to offset any current capital gain (whether short- or long-term). All capital loss carryovers are listed in the Fund’s financial statements. Any such losses may not be carried back.
 
Distributions by the Fund that do not constitute ordinary income dividends or capital gain dividends will be treated as a return of capital.  Return of capital distributions reduce your tax basis in the shares and are treated as gain from the sale of the shares to the extent your basis would be reduced below zero.
 
All distributions by the Fund will be treated in the manner described above regardless of whether the distribution is paid in cash or reinvested in additional shares of the Fund (or of another fund). If you receive a distribution in the form of additional shares, you will be treated as receiving a distribution in an amount equal to the fair market value of the shares received, determined as of the reinvestment date.
 
You may purchase shares with a NAV at the time of purchase that reflects undistributed net investment income and/or recognized capital gain, or unrealized appreciation in the value of the assets of the Fund. Distributions of these amounts are taxable to you in the manner described above, although the distribution economically constitutes a return of capital to you.
 
Ordinarily, you are required to take distributions by the Fund into account in the year in which they are made. A distribution declared in October, November or December of any year and payable to shareholders of record on a specified date in those months, however, is deemed to be received by you (and made by the Fund) on December 31 of that calendar year if the distribution is actually paid in January of the following year.
 
The Fund will send you information annually as to the federal income tax consequences of distributions made (or deemed made) to you during the year.
 
3.  Certain Tax Rules Applicable to the Fund’s Transactions
 
For federal income tax purposes, when put and call options purchased by the Fund expire unexercised, the premiums paid by the Fund give rise to short- or long-term capital losses at the time of expiration (depending on the length of the respective exercise periods for the options). When put and call options written by the Fund expire unexercised, the premiums received by the Fund give rise to short- term capital gains at the time of expiration. When the Fund exercises a call, the purchase price of the underlying security is increased by the amount of the premium paid by the Fund. When the Fund exercises a put, the proceeds from the sale of the underlying security are decreased by the premium paid. When a put or call written by the Fund is exercised, the purchase price (selling price in the case of a call) of the underlying security is decreased (increased in the case of a call) for tax purposes by the premium received.
 
Certain listed options, regulated futures contracts and foreign currency contracts are considered “Section 1256 contracts” for federal income tax purposes. Section 1256 contracts held by the Fund at the end of each tax year are “marked to market” and treated for federal income tax purposes as though sold for fair market value on the last business day of the tax year. Gains or losses realized by the Fund on Section 1256 contracts are generally considered 60% long-term and 40% short-term capital gains or losses. The Fund can elect to exempt its Section 1256 contracts that are part of a “mixed straddle” (as described below) from the application of Section 1256.
 
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Any option, futures or forward contract, or other position entered into or held by the Fund in conjunction with any other position held by the Fund may constitute a “straddle” for federal income tax purposes. A straddle of which at least one, but not all, the positions are Section 1256 contracts, may constitute a “mixed straddle”. In general, straddles are subject to certain rules that may affect the character and timing of the Fund’s gains and losses with respect to straddle positions by requiring, among other things, that: (1) the loss realized on disposition of one position of a straddle may not be recognized to the extent that the Fund has unrealized gains with respect to the other position in such straddle; (2) the Fund’s holding period in straddle positions be suspended while the straddle exists (possibly resulting in gain being treated as short-term capital gain rather than long-term capital gain); (3) the losses recognized with respect to certain straddle positions which are part of a mixed straddle and which are non-Section 1256 contract positions be treated as 60% long-term and 40% short-term capital loss; (4) losses recognized with respect to certain straddle positions which would otherwise constitute short-term capital losses be treated as long-term capital losses; and (5) the deduction of interest and carrying charges attributable to certain straddle positions may be deferred. Various elections are available to the Fund, which may mitigate the effects of the straddle rules, particularly with respect to mixed straddles. In general, the straddle rules described above do not apply to any straddles held by the Fund if all of the offsetting positions consist of Section 1256 contracts.
 
Under current federal tax law, if the Fund invests in bonds issued with "original issue discount", the Fund generally will be required to include in income as interest each year, in addition to stated interest received on such bonds, a portion of the excess of the face amount of the bonds over their issue price, even though the Fund does not receive payment with respect to such discount during the year. With respect to “market discount bonds” (i.e., bonds purchased by the Fund at a price less than their issue price plus the portion of “original issue discount” previously accrued thereon), the Fund may likewise elect to accrue and include in income each year a portion of the market discount with respect to such bonds. As a result, in order to make the distributions necessary for the Fund not to be subject to federal income or excise taxes, the Fund may be required to pay out as an income distribution each year an amount greater than the total amount of cash which the Fund has actually received as interest during the year.
 
Under the Code, gains or losses attributable to fluctuations in exchange rates that occur between the time the Fund accrues interest or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such receivables or pays such liabilities are treated as ordinary income or ordinary loss.  Similarly, gains or losses from the disposition of foreign currencies, debt securities denominated in a foreign currency, or forward contracts denominated in a foreign currency that are attributable to fluctuations in the value of the foreign currency between the date of acquisition of the asset and the date of disposition thereof also are treated as ordinary income or loss.  These gains or losses increase or decrease the amount of the Fund's investment company taxable income available to be distributed to its shareholders as ordinary income, rather than increasing or decreasing the amount of the Fund's net capital gain.

4. Federal Excise Tax

A 4% non-deductible excise tax is imposed on a regulated investment company that fails to distribute in each calendar year an amount equal to at least the sum of: (1) 98% of its ordinary income for the calendar year; and (2) 98% of its capital gain net income for the one-year period ended on October 31 of the calendar year. The balance of the Fund’s income must be distributed during the next calendar year. The Fund will be treated as having distributed any amount on which it is subject to income tax for any tax year ending in the calendar year.
 
For purposes of calculating the excise tax, the Fund: (1) reduces its capital gain net income (but not below its net capital gain) by the amount of any net ordinary loss for the calendar year, and (2) excludes foreign currency gains and losses incurred after October 31 of any year in determining the amount of ordinary income for the current calendar year. The Fund will include foreign currency gains and losses incurred after October 31 in determining ordinary income for the succeeding calendar year.
 
The Fund intends to make sufficient distributions of its ordinary income and capital gain net income prior to the end of each calendar year to avoid liability for the excise tax. Investors should note, however, that the Fund might in certain circumstances be required to liquidate portfolio investments to make sufficient distributions to avoid excise tax liability.
 
27

5. Redemption of Shares

In general, a shareholder will recognize gain or loss on the redemption of shares of the Fund, or on the exchange of Fund shares for shares in another fund, in an amount equal to the difference between the proceeds of the redemption or exchange (in the latter case, the fair market value of the other fund’s shares received in the exchange) and the shareholder’s adjusted tax basis in the shares. All or a portion of any loss so recognized may be disallowed if the shareholder purchases (for example, by reinvesting dividends) other shares of the Fund within 30 days before or after the redemption (a “wash sale”).
 
If disallowed, the loss will be reflected in an upward adjustment to the basis of the shares purchased. In general, any gain or loss arising from the redemption or exchange of shares of the Fund will be considered capital gain or loss and will be long-term capital gain or loss if the shares were held for longer than one year. Any capital loss arising from the redemption or exchange of shares held for six months or less, however, is treated as a long-term capital loss to the extent of the amount of distributions of net capital gain received on such shares. In determining the holding period of such shares for this purpose, any period during which a shareholder’s risk of loss is offset by means of options, short sales or similar transactions is not counted. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a non-corporate taxpayer, $3,000 of ordinary income.
 
 6. Backup Withholding
 
The Fund will be required to withhold and remit to the U.S. Treasury 28% of distributions (in the case of all three situations mentioned below), and the proceeds of redemptions of shares, to an individual or certain non-corporate shareholders: (1) who has failed to provide a correct taxpayer identification number; (2) who is subject to backup withholding for failure to report the receipt of interest or dividend income properly; or (3) who has failed to certify to the Fund that it is not subject to backup withholding or that it is a corporation or other “exempt recipient.” Backup withholding is not an additional tax; rather any amounts so withheld may be credited against a shareholder’s Federal income tax liability or refunded.
 
7.  
State and Local Taxes

The tax rules of the various states of the U.S. and their local jurisdictions with respect to an investment the Fund can differ from the rules for Federal income taxation described above. These state and local rules are not discussed herein. Shareholders are urged to consult their tax advisers as to the consequences of state and local tax rules with respect to an investment in the Fund.
 
8.  
Foreign Income Tax

Investment income received by the Fund, and gains it realizes, on foreign securities may be subject to income, withholding or other taxes of foreign countries and U.S. possessions that are withheld at the source. The United States has entered into tax treaties with many foreign countries that may entitle the Fund to a reduced rate of such taxes or exemption from taxes on such income. It is impossible to know the effective rate of foreign tax in advance since the amount of the Fund’s assets to be invested within various countries cannot be determined.
 
28

Other Matters
 
1.  
The Trust and Its Shareholders
 
General Information  Forum Funds was organized as a statutory trust under the laws of the State of Delaware on August 29, 1995. On January 5, 1996 the Trust succeeded to the assets and liabilities of Forum Funds, Inc.
 
The Trust is registered as an open-end, management investment company under the 1940 Act. The Trust registered for sale shares of beneficial interest in its series. As of the date hereof, the Trust consisted of the following shares of beneficial interest:
 
Absolute Opportunities Fund (4)
Absolute Strategies Fund (1)
Adams Harkness Small Cap Growth Fund
Auxier Focus Fund (2)
Beck, Mack & Oliver Global Equity Fund (f/k/a Austin Global Equity Fund)
Beck, Mack & Oliver Partners Fund
Brown Advisory Core International Fund (4)
Brown Advisory Flexible Value Fund (f/k/a Flag Investors – Equity Opportunity Fund) (6)
Brown Advisory Growth Equity Fund (3)
Brown Advisory Intermediate Income Fund (3)
Brown Advisory Maryland Bond Fund (4)
Brown Advisory Opportunity Fund (3)
Brown Advisory Small-Cap Growth Fund (5)
Brown Advisory Small-Cap Value Fund (3)
Brown Advisory Small-Cap Fundamental Value Fund (3)
Brown Advisory Value Equity Fund (3)
DF Dent Premier Growth Fund
Fountainhead  Special Value Fund
Golden Large Cap Core Fund (7)
Golden Small Cap Core Fund (7)
Grisanti Brown Value Fund (9)
Merk Absolute Return Currency Fund (8)
Merk Asian Currency Fund (8)
Merk Hard Currency Fund (8)
Payson Total Return Fund
Polaris Global Value Fund
The BeeHive Fund
Utendahl Credit Floating NAV Fund(4)
Utendahl Floating NAV Fund(4)
Utendahl Government Floating NAV Fund(4)
Waterville Large Cap Value Fund (7)
 
(1)  
The Trust registered for sale shares of beneficial interest in Institutional and R classes of this series.  Effective August 1, 2009, Class C shares were converted to R shares.
 
(2)  
The Trust registered for sale shares of beneficial interest in Investor and A classes of this series.
 
(3)  
The Trust registered for sale shares of beneficial interest in Institutional and A classes of this series. Currently A shares of Brown Advisory Small-Cap Fundamental Value Fund are not publicly offered.
 
(4)  
The Trust registered for sale shares of beneficial interest in an Institutional class of these series.
 
(5)  
The Trust registered for sale shares of beneficial interest in Institutional and A classes of this series.  The Fund has ceased the public offering of D Shares.  This means that the class is closed to new investors, and current shareholders cannot purchase additional shares except through a pre-established reinvestment program.
 
(6)  
The Trust registered for sale shares of beneficial interests in Institutional and A classes of these series.
 
(7)  
The Trust registered for sale shares of beneficial interests in Institutional and Investor classes of these series. Currently Investor Shares of the Golden Large Cap Core Fund and Golden Small Cap Core Fund are not offered for sale.
 
29

(8)  
The Trust registered for sale shares of beneficial interests in an Investor class of these series.
 
(9)  
The Trust registered for sale shares of beneficial interest in an I Shares class of this series. Previously, Grisanti Brown Value Fund’s I Shares Class was named “Institutional Shares”.
 
The Trust has an unlimited number of authorized shares of beneficial interest. The Board may, without shareholder approval, divide the authorized shares into an unlimited number of separate series and may divide series into classes of shares; the costs of doing so will be borne by the Trust.
 
The Trust and each series and class thereof will continue indefinitely until terminated.
 
Series and Classes of the Trust  Each series or class of the Trust may have a different expense ratio and its expenses will affect each class’ performance.  For more information on any other series or class of shares of the Trust, investors may contact the Transfer Agent.

Shareholder Voting and Other Rights  Each share of each series of the Trust and each class of shares has equal dividend, distribution, liquidation and voting rights, and fractional shares have those rights proportionately, except that expenses related to the distribution of the shares of each series or class (and certain other expenses such as transfer agency, shareholder service and administration expenses) are borne solely by those shares and each series or class votes separately with respect to the provisions of any Rule 12b-1 plan which pertains to the series or class and other matters for which separate series or class voting is appropriate under applicable law.  Generally, shares will be voted separately by individual series except if: (1) the 1940 Act requires shares to be voted in the aggregate and not by individual series; and (2) the Trustees determine that the matter affects more than one series and all affected series must vote.  The Trustees may also determine that a matter only affects certain series or classes of the Trust and thus only those series or classes are entitled to vote on the matter.  Delaware law does not require the Trust to hold annual meetings of shareholders, and it is anticipated that shareholder meetings will be held only when specifically required by Federal or state law.  There are no conversion or preemptive rights in connection with shares of the Trust.

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

A shareholder in a series is entitled to the shareholder’s pro-rata share of all distributions arising from that series’ assets and, upon redeeming shares, will receive the portion of the series’ net assets represented by the redeemed shares.

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

Termination or Reorganization of Trust or Its Series

The Trustees, may, without prior shareholder approval, change the form of organization of the Trust by merger, consolidation or incorporation, so long as the surviving entity is an open-end management investment company.  Under the trust instrument, the Trustees may also, without shareholder vote, sell and convey all or substantially all of the assets of the Trust to another trust, partnership, association or corporation, or cause the Trust to incorporate in the State of Delaware, so long as the surviving entity is an open-end, management investment company that will succeed to or assume the Trust’s registration statement.

Under the Trust Instrument, the Trustees may, with shareholder consent, sell or convey the assets of series created on or before May 1, 1999 or reorganize those series into another investment company registered under the 1940 Act.  The sale or conveyance of assets of series created after May 1, 1999 or the reorganization of those series into another investment company registered under the 1940 Act may be affected by the Trustees without shareholder consent.
 
Fund Ownership  As of the date hereof, the Fund has not commenced operations.

30

Limitations on Shareholders’ and Trustees’ Liability  Delaware law provides that Fund shareholders are entitled to the same limitations of personal liability extended to stockholders of private corporations for profit. In the past, the Trust believes that the securities regulators of some states, however, have indicated that they and the courts in their states may decline to apply Delaware law on this point.  The Trust’s Trust Instrument (the document that governs the operation of the Trust) contains an express disclaimer of shareholder liability for the debts, liabilities, obligations and expenses of the Trust.  The Trust’s Trust Instrument provides for indemnification out of each series’ property of any shareholder or former shareholder held personally liable for the obligations of the series.  The Trust Instrument also provides that each series shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the series and satisfy any judgment thereon.  Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which Delaware law does not apply, no contractual limitation of liability was in effect and the portfolio is unable to meet its obligations.  The Administrator believes that, in view of the above, there is no risk of personal liability to shareholders.

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

2.
Proxy Voting Procedures

A copy of the Trust’s and Adviser’s proxy voting procedures are included in Appendix C. Information regarding how the Fund voted proxies relating to portfolio securities during the twelve-month period ended June 30 is available (1) without charge, upon request, by contacting the Transfer Agent at [(800) XXX-XXXX] and (2) on the SEC’s web site at www.sec.gov.
 
3.
Code of Ethics

The Trust, the Adviser, and the Distributor have each adopted a code of ethics under Rule 17j-1 of the 1940 Act which are designed to eliminate conflicts of interest between the Fund and personnel of the Trust, the Advisor, and the Distributor.  The codes permit such personnel to invest in securities, including securities that may be purchase or held by the Fund, subject to certain limitations.

4.      Registration Statement

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

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

5.      Financial Statements

The Trust’s independent registered public accounting firm, [], audits and reports on the Fund’s annual financial statements. The financial statements include the schedule of investments, statement of assets and liabilities, statement of operations, statements of changes in net assets, financial highlights, notes and report of independent registered public accounting firm. Shareholders will receive annual audited financial statements and semi-annual unaudited financial statements. As of the date hereof, the Fund has not commenced operations, and thus financial statements are not available for the Fund.
 
 
31

 
 
APPENDIX A – DESCRIPTION OF SECURITIES RATINGS
 
A.
  
Long-Term Ratings
   
1.
  
Moody’s Investors Service – Long-Term Corporate Obligation Ratings
 
Moody’s long-term obligation ratings are opinions of the relative credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings use Moody’s Global Scale and reflect both the likelihood of default and any financial loss suffered in the event of default.
 
Aaa
  
Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
   
Aa
  
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
   
A
  
Obligations rated A are considered upper-medium grade and are subject to low credit risk.
   
Baa
  
Obligations rated Baa are subject to moderate credit risk. They are considered medium grade and as such may possess certain speculative characteristics.
   
Ba
  
Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
   
B
  
Obligations rated B are considered speculative and are subject to high credit risk.
   
Caa
  
Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
   
Ca
  
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
   
C
  
Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
   
Note
  
Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

2.
  
Standard and Poor’s – Long-Term Issue Credit Ratings (including Preferred Stock)
 
Issue credit ratings are based, in varying degrees, on the following considerations:
· Likelihood of payment—capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;
· Nature of and provisions of the obligation;
· Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
 
AAA
  
An obligation rated 'AAA' has the highest rating assigned by Standard & Poor's. The obligor's capacity to
   
 
A-1

 
  
 meet its financial commitment on the obligation is extremely strong.
   
AA
  
An obligation rated 'AA' differs from the highest-rated obligations only to a small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.
   
A
  
An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.
   
BBB
  
An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
   
Note
  
Obligations rated 'BB', 'B', 'CCC', 'CC', and 'C' are regarded as having significant speculative characteristics. 'BB' indicates the least degree of speculation and 'C' the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
   
BB
  
An obligation rated 'BB' is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
   
B
  
An obligation rated 'B' is more vulnerable to nonpayment than obligations rated 'BB', but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.
   
CCC
  
An obligation rated 'CCC' is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
   
CC
  
An obligation rated 'CC' is currently highly vulnerable to nonpayment.
   
C
  
A 'C' rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the 'C' rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument's terms.
   
D
  
An obligation rated 'D' is in payment default. The 'D' rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
   
Note
  
Plus (+) or minus (-). The ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
   
NR
  
This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor's does not rate a particular obligation as a matter of policy.
 
3.
  
Fitch – International Long-Term Credit Ratings
 
International Long-Term Credit Ratings (LTCR) may also be referred to as Long-Term Ratings. When assigned to most issuers, it is used as a benchmark measure of probability of default and is formally described as an Issuer Default Rating (IDR). The major exception is within Public Finance, where IDRs will not be
 
A-2

 
  
assigned as market convention has always focused on timeliness and does not draw analytical distinctions between issuers and their underlying obligations. When applied to issues or securities, the LTCR may be higher or lower than the issuer rating (IDR) to reflect relative differences in recovery expectations.
 
The following rating scale applies to foreign currency and local currency ratings:
   
 
  
Investment Grade
   
AAA
  
Highest credit quality. 'AAA' ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
   
AA
  
Very high credit quality. 'AA' ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
   
A
  
High credit quality. 'A' ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.
   
BBB
  
Good credit quality. 'BBB' ratings indicate that there are currently expectations of low credit risk. The capacity for payment of financial commitments is considered adequate but adverse changes in circumstances and economic conditions are more likely to impair this capacity.  This is the lowest investment grade category.
   
 
  
Speculative Grade
   
BB
  
Speculative. 'BB' ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.
   
B
  
Highly speculative.  'B' ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.
 
  
 
CCC
  
Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic conditions.
     
CC
 
Default of some kind appears probable.
     
C
 
Default is imminent.
     
RD
 
Indicates an entity that has failed to make due payments (within the applicable grace period) on some but not all material financial obligations, but continues to honor other classes of obligations.
   
D
  
Indicates an entity or sovereign that has defaulted on all of its financial obligations. Default generally is defined as one of the following:
 
· Failure of an obligor to make timely payment of principal and/or interest under the contractual terms of any financial obligation;
 
· The bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of business of an obligor;
 
· The distressed or other coercive exchange of an obligation, where creditors were offered securities with
     
 
A-3

 
 
  
diminished structural or economic terms compared with the existing obligation.
 
Default ratings are not assigned prospectively; within this context, non-payment on an instrument that contains a deferral feature or grace period will not be considered a default until after the expiration of the deferral or grace period.
 
Issuers will be rated 'D' upon a default. Defaulted and distressed obligations typically are rated along the continuum of 'C' to 'B' ratings categories, depending upon their recovery prospects and other relevant characteristics. Additionally, in structured finance transactions, where analysis indicates that an instrument is irrevocably impaired such that it is not expected to meet pay interest and/or principal in full in accordance with the terms of the obligation's documentation during the life of the transaction, but where no payment default in accordance with the terms of the documentation is imminent, the obligation may be rated in the 'B' or 'CCC-C' categories.
 
Default is determined by reference to the terms of the obligations' documentation. Fitch will assign default ratings where it has reasonably determined that payment has not been made on a material obligation in accordance with the requirements of the obligation's documentation, or where it believes that default ratings consistent with Fitch's published definition of default are the most appropriate ratings to assign.
     
Note
 
The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' Long-term rating category, to categories below 'CCC', or to Short-term ratings other than 'F1'. (The +/- modifiers are only used to denote issues within the CCC category, whereas issuers are only rated CCC without the use of modifiers.)
   
B.
  
Preferred Stock Ratings
   
1.
  
Moody’s Investors Service
   
aaa
  
An issue which is rated “aaa” is considered to be a top-quality preferred stock. This rating indicates good asset protection and the least risk of dividend impairment within the universe of preferred stocks.
   
aa
  
An issue which is rated “aa” is considered a high-grade preferred stock. This rating indicates that there is a reasonable assurance the earnings and asset protection will remain relatively well-maintained in the foreseeable future.
 
 a
  
An issue which is rated “a” is considered to be an upper-medium grade preferred stock. While risks are judged to be somewhat greater than in the “aaa” and “aa” classification, earnings and asset protection are, nevertheless, expected to be maintained at adequate levels.
   
baa
  
An issue which is rated “baa” is considered to be a medium-grade preferred stock, neither highly protected nor poorly secured. Earnings and asset protection appear adequate at present but may be questionable over any great length of time.
   
ba
  
An issue which is rated “ba” is considered to have speculative elements and its future cannot be considered well assured. Earnings and asset protection may be very moderate and not well safeguarded during adverse periods. Uncertainty of position characterizes preferred stocks in this class.
   
b
  
An issue which is rated “b” generally lacks the characteristics of a desirable investment. Assurance of dividend payments and maintenance of other terms of the issue over any long period of time may be small.
   
caa
  
An issue which is rated “caa” is likely to be in arrears on dividend payments. This rating designation does not purport to indicate the future status of payments.
   
ca
  
An issue which is rated “ca” is speculative in a high degree and is likely to be in arrears on dividends with little likelihood of eventual payments.
 
A-4

 
c
  
This is the lowest rated class of preferred or preference stock. Issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.
   
Note
  
Moody’s applies numerical modifiers 1, 2, and 3 in each rating classification; The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.

C.
  
Short Term Ratings
   
1.
  
Moody’s Investors Service
   
 
Moody's short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.
 
Moody's employs the following designations to indicate the relative repayment ability of rated issuers:
     
P-1
  
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
   
P-2
  
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
   
P-3
  
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
   
NP
  
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
     
Note
 
Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-most long-term rating of the issuer, its guarantor or support-provider.


2.
  
Standard and Poor’s
   
A-1
  
A short-term obligation rated 'A-1' is rated in the highest category by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.
   
A-2
  
A short-term obligation rated 'A-2' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.
   
A-3
  
A short-term obligation rated 'A-3' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
   
B
  
A short-term obligation rated 'B' is regarded as having significant speculative characteristics. Ratings of 'B-1', 'B-2', and 'B-3' may be assigned to indicate finer distinctions within the 'B' category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
   
B-1
 
A short-term obligation rated 'B-1' is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
     
B-2
 
A short-term obligation rated 'B-2' is regarded as having significant speculative characteristics, and the
 

A-5

 
 
obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
     
B-3
 
A short-term obligation rated 'B-3' is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
     
C
  
A short-term obligation rated 'C' is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
   
D
  
A short-term obligation rated 'D' is in payment default. The 'D' rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
     
Note
 
Dual Ratings.  Standard & Poor's assigns "dual" ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, 'AAA/A-1+'). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, 'SP-1+/A-1+').
   
3.
  
Fitch
 
The following ratings scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of less than 13 months for most obligations, or up to three years for US public finance, in line with industry standards, to reflect unique risk characteristics of bond, tax, and revenue anticipation notes that are commonly issued with terms up to three years. Short-term ratings thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.
 
F1
  
Highest credit quality. Indicates the strongest capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.
   
F2
  
Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.
   
F3
  
Fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near term adverse changes could result in a reduction to non investment grade.
   
B
  
Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near term adverse changes in financial and economic conditions.
   
C
  
High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.
     
D
 
Indicates an entity or sovereign that has defaulted on all of its financial obligations.
     
Note
 
The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' Long-term rating category, to categories below 'CCC', or to Short-term ratings other than 'F1'. (The +/- modifiers are only used to denote issues within the CCC category, whereas issuers are only rated CCC without the use of modifiers.)
 
A-6

 
APPENDIX B – PROXY VOTING PROCEDURES

FORUM FUNDS

POLICIES AND PROCEDURES FOR SHAREHOLDER VOTING

July 31, 2003
As Amended September 14, 2004 and December 11, 2009


SECTION 1.  PURPOSE

Shareholders of the various series of Forum Funds (the "Trust") expect the Trust to vote proxies received from issuers whose voting securities are held by a series of the Trust (each a "Fund"). The Trust exercises its voting responsibilities as a fiduciary, with the goal of maximizing the value of the Trust's and its shareholders' investments.

This document describes the Policies and Procedures for Voting Proxies ("Policies")
received from issuers whose voting securities are held by each Fund.

SECTION 2.  RESPONSIBILITIES

Adviser. Pursuant to the investment advisory agreements between the Trust and the investment advisers providing advisory services to the Funds, the Trust has delegated the authority to vote proxies received by a Fund regarding securities contained in its portfolio to its investment adviser (each an "Adviser"). These Policies are to be implemented by each Adviser of each Fund for which it provides advisory services. To the extent that these Policies do not cover potential voting issues with respect to proxies received by a Fund, the Adviser shall act on behalf of the applicable Fund to promote the Fund's investment objectives, subject to the provisions of these Policies.

The Adviser shall periodically inform its employees (i) that they are under an obligation to be aware of the potential for conflicts of interest on the part of the Adviser with respect to voting proxies on behalf of the Funds, both as a result of the employee's personal relationships and due to circumstances that may arise during the conduct of the Adviser's business, and (ii) that employees should bring conflicts of interest of which they become aware to the attention of the management of the Adviser.

The Adviser shall be responsible for coordinating the delivery of proxies by the Fund's custodian to the Adviser or to an agent of the Adviser selected by the Adviser to vote proxies with respect to which the Adviser has such discretion (a "Proxy Voting Service").

Reporting. The Adviser shall provide periodic reports to the Trust as to the implementation and operation of these Policies and the proxy voting policies and procedures of the Adviser as they relate to the Funds.

B-1

SECTION 3.  SCOPE

These Policies summarize the Trust's positions on various issues of concern to investors in issuers of publicly-traded voting securities, and give guidance about how each Adviser should vote the Fund's shares on each issue raised in a proxy statement. These Policies are designed to reflect the types of issues that are typically presented in proxy statements for issuers in which a Fund may invest; they are not meant to cover every possible proxy voting issue that might arise. Accordingly, the specific policies and procedures listed below are not exhaustive and do not address all potential voting issues or the intricacies that may surround specific issues in all cases. For that reason, there may be instances in which votes may vary from these Policies.

SECTION 4.  POLICIES AND PROCEDURES FOR VOTING PROXIES

(A)  
General
(1)  
Use of Adviser Proxy Voting Guidelines or Proxy Voting Service. If (A) the Adviser has proprietary proxy voting guidelines that it uses for its clients or the Adviser uses a Proxy Voting Service and the Proxy Voting Service has published guidelines for proxy voting; (B) the Trust’s Board of Trustees (the “Board”) has been notified that the Adviser intends to use such Adviser or Proxy Voting Service proxy voting guidelines to vote an applicable Fund’s proxies and has approved such guidelines; and (C) the Adviser’s or Proxy Voting Service’s Guidelines are filed as an exhibit to the applicable Fund’s Registration Statement (each considered “Adviser Guidelines”), then the Adviser may vote, or may delegate to the Proxy Voting Service the responsibility to vote, the Fund’s proxies consistent with such Adviser Guidelines.

(2)  
Absence of Proxy Voting Guidelines.  In the absence of Adviser Guidelines, the Adviser shall vote the Fund’s proxies consistent with Sections B and C below.

(B)  
Routine Matters

As the quality and depth of management is a primary factor considered when investing in an issuer, the recommendation of the issuer’s management on any issue will be given substantial weight. The position of the issuer's management will not be supported in any situation where it is determined not to be in the best interests of the Fund's shareholders.

 
(1) Election of Directors. Proxies should be voted for a management-proposed slate of directors unless there is a contested election of directors or there are other compelling corporate governance reasons for withholding votes for such directors. Management proposals to limit director liability consistent with state laws and director indemnification provisions should be supported because it is important for companies to be able to attract qualified candidates.
 
(2) Appointment of Auditors. Management recommendations will generally be supported.
 
(3) Changes in State of Incorporation or Capital Structure. Management recommendations about reincorporation should be supported unless the new jurisdiction in which the issuer is reincorporating has laws that would materially dilute the rights of shareholders of the issuer. Proposals to increase authorized common stock should be examined on a case-by-case basis. If the new shares will be used to implement a poison pill or another form of anti-takeover device, or if the issuance of new shares could excessively dilute the value of outstanding shares upon issuance, then such proposals should be evaluated to determine whether they are in the best interest of the Fund's shareholders.

B-2

 
(C)
Non-Routine Matters
 
(1) Corporate Restructurings, Mergers and Acquisitions. These proposals should be examined on a case-by-case basis.
 
(2) Proposals Affecting Shareholder Rights. Proposals that seek to limit shareholder rights, such as the creation of dual classes of stock, generally should not be supported.
 
(3) Anti-takeover Issues. Measures that impede takeovers or entrench management will be evaluated on a case-by-case basis taking into account the rights of shareholders and the potential effect on the value of the company.
 
(4) Executive Compensation. Although management recommendations should be given substantial weight, proposals relating to executive compensation plans, including stock option plans, should be examined on a case-by-case basis to ensure that the long-term interests of management and shareholders are properly aligned.
(5) Social and Political Issues. These types of proposals should generally not be supported if they are not supported by management unless they would have a readily-determinable, positive financial effect on shareholder value and would not be burdensome or impose unnecessary or excessive costs on the issuer.
 
(D)                  Conflicts of Interest

Each Adviser is responsible for maintaining procedures to identify conflicts of interest and, when applicable, determining the adequacy of a Proxy Voting Service’s procedures to identify conflicts. The Trust recognizes that under certain circumstances an Adviser or Proxy Voting Service may have a conflict of interest in voting proxies on behalf of a Fund advised by the Adviser. A "conflict of interest" includes, for example, any circumstance when the Fund, the Adviser, the principal underwriter, the Proxy Voting Service or one or more of their affiliates (including officers, directors and employees) knowingly does business with, receives compensation from, or sits on the board of, a particular issuer or closely affiliated entity, and, therefore, may appear to have a conflict of interest between its own interests and the interests of Fund shareholders in how proxies of that issuer are voted.

If a Proxy Voting Service determines it has a conflict of interest with respect to voting proxies on behalf of the Fund, the Adviser may vote the proxy in the best interests of the Fund and its shareholders.
 
If the Adviser determines that it has a conflict of interest with respect to voting proxies on behalf of a Fund, then the Adviser shall contact the Chairman of the Board. In the event that the Chairman determines that he has a conflict of interest, the Chairman shall submit the matter for determination to another member of the Board who is not an "interested person" of the Trust, as defined in the Investment Company Act of 1940, as amended. In making a determination, the Chairman will consider the best interests of Fund shareholders and may consider the recommendations of the Adviser or independent third parties that evaluate proxy proposals. The Adviser will vote the proposal according to the determination and maintain records relating to this process.

(E)                  Abstention

The Trust may abstain from voting proxies in certain circumstances. The Adviser or the Chairman of the Board may determine, for example, that abstaining from voting is appropriate if voting may be unduly burdensome or expensive, or otherwise not in the best economic interest of the Fund's shareholders, such as when foreign proxy issuers impose unreasonable or expensive voting or holding requirements or when the costs to the Fund to effect a vote would be uneconomic relative to the value of the Fund's investment in the issuer.
 
 
 
B-3

 
 
The information in this Statement of Additional Information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This statement of additional information is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
Statement of Additional Information
 
 
[February XX, 2010]
 
 
 
Investment Adviser:
Utendahl Capital Management LP
30 Broad Street, 21st Floor
New York, NY 10004
 
Account Information
and Shareholder Services:
Attn:  Transfer Agent
Atlantic Fund Administration, LLC
P.O. Box 588
Portland, ME  04112
(###) ###-####
[WEBSITE]
 
Utendahl Credit
Floating NAV Fund
Institutional Shares
[Ticker]
 
Utendahl Government Floating NAV Fund
Institutional Shares
[Ticker]
 


This Statement of Additional Information (the “SAI”) supplements the Prospectus dated February [   ], 2009, as may be amended from time to time, offering Institutional Shares of Utendahl Credit Floating NAV Fund and Utendahl Government Floating NAV Fund (each a “Fund”; together, the “Funds”) (the “Prospectus”), each a separate portfolio of Forum Funds, a registered, open-end management investment company (the “Trust”).

This SAI is not a prospectus and should only be read in conjunction with the Prospectus.  You may obtain the Prospectus without charge by contacting Atlantic Fund Administration, LLC at the address or telephone number listed above. You may also obtain the Prospectus on the Funds’ website listed above.

Utendahl Credit Floating NAV Fund and Utendahl Government Floating NAV Fund have not commenced operations as of the date hereof and so financial statements for the Funds are not available. Copies of the Annual Report may be obtained when they are available, without charge, upon request by contacting Atlantic Fund Administration, LLC at the address or telephone number listed above.
 
 
 

 

Table of Contents

Glossary
1
   
Investment Policies and Risks
2
   
Investment Limitations
8
   
Management
10
   
Portfolio Transactions
19
   
Purchase and Redemption Information
23
   
Taxation
25
   
Other Matters
30
   
APPENDIX A – DESCRIPTION OF SECURITIES RATINGS
A-1
   
APPENDIX B – TRUST PROXY VOTING PROCEDURES
B-1
   
APPENDIX C – ADVISOR PROXY VOTING PROCEDURES
C-1
 
 
 

 

Glossary
 
As used in this SAI, the following terms have the meanings listed.
 
“Accountant” means Atlantic.
 
“Administrator” means Atlantic.
 
“Adviser” means Utendahl Capital Management LP.
 
“Atlantic” means Atlantic Fund Administration, LLC.
 
“Board” means the Board of Trustees of the Trust.
 
“CFTC” means the U.S. Commodities Future Trading Commission.
 
 “Code” means the Internal Revenue Code of 1986, as amended and includes the rules thereunder, IRS interpretations and any private letter rulings or similar authority upon which a Fund may rely.
 
“Custodian” means Union Bank, N.A.
 
“Distributor” means Foreside Fund Services, LLC.
 
 “Fund” means each of Utendahl Credit Floating NAV Fund and Utendahl Government Floating NAV Fund, all together, the “Funds”.
 
“Independent Trustee” means a Trustee that is not an interested person of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act.
 
“IRS” means the U.S. Internal Revenue Service, Inc.
 
“Moody’s” means Moody’s Investors Service, Inc.
 
“NAV” means net asset value per share.
 
“NRSRO” means a nationally recognized statistical rating organization.
 
“SAI” means this  Statement of Additional Information.
 
“SEC” means the U.S. Securities and Exchange Commission.
 
“S&P” means Standard & Poor’s Corporation, a division of the McGraw Hill Companies.
 
“Sub-Adviser” means Pacific Investment Management company LLC (“PIMCO”).
 
“Transfer Agent” means Atlantic Shareholder Services, LLC.
 
“Trust” means Forum Funds, a Delaware statutory trust.
 
“U.S.” means United States.

“U.S. Government Securities” means obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
 
“1933 Act” means the Securities Act of 1933, as amended, including rules and regulations as promulgated thereunder.
 
“1940 Act” means the Investment Company Act of 1940, as amended and includes the rules and regulations,  SEC interpretations and any exemptive orders or interpretive relief thereunder.
 
1

Investment Policies and Risks

Each Fund is a diversified series of the Trust.  This section discusses investments that the Funds can make.  Please see the Prospectus for a discussion of the principal policies and risks of investing in the Funds.

Fixed Income Investments

Debt Securities  The Funds may invest in short- and long-term debt securities.  Changes in interest rates will affect the value of the Funds’ investments in debt securities.  Increases in interest rates may cause the value of the Funds’ investments to decline and this decrease in value may not be offset by higher interest income from new investments.  Changes in the financial strength of an issuer or changes in the ratings of any particular security may also affect the value of fixed income securities.  Appendix A of this SAI describes the securities ratings used by various ratings agencies.

Corporate Debt Securities   Corporate debt securities are bonds or notes issued by corporations and other business organizations, including business trusts, in order to finance their credit needs.  Corporate debt securities include commercial paper, which consists of short term (usually from one to two hundred seventy days) unsecured promissory notes issued by corporations in order to finance their current operations.  Fixed rate corporate debt securities tend to exhibit more price volatility during times of rising or falling interest rates than securities with floating rates of interest.  This is because floating rate securities behave like short-term instruments in that the rate of interest they pay is subject to periodic adjustments based on a designated interest rate index.  Fixed rate securities pay a fixed rate of interest and are more sensitive to fluctuating interest rates.  In periods of rising interest rates the value of a fixed rate security is likely to fall.  Fixed rate securities with short-term characteristics are not subject to the same price volatility as fixed rate securities without such characteristics.  Therefore, they behave more like floating rate securities with respect to price volatility.

Many corporate debt obligations permit the issuers to call the security and thereby redeem their obligations earlier than the stated maturity dates.  Issuers are more likely to call bonds during periods of declining interest rates.  In these cases, if a Fund owns a bond which is called, that Fund will receive its return of principal earlier than expected and would likely be required to reinvest the proceeds at lower interest rates, thus reducing income to that Fund.

Corporate zero coupon securities are: (i) notes or debentures which do not pay current interest and are issued at substantial discounts from par value; or (ii) notes or debentures that pay no current interest until a stated date one or more years into the future, after which the issuer is obligated to pay interest until maturity, usually at a higher rate than if interest were payable from the date of issuance.

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

Many variable rate instruments include the right of the holder to demand prepayment of the principal amount of the obligation prior to its stated maturity and the right of the issuer to prepay the principal amount prior to maturity.

There may not be an active secondary market for any particular floating or variable rate instruments, which could make it difficult for the Funds to dispose of the instrument during periods that a Fund is not entitled to exercise any
 
2

demand rights it may have. The Funds could, for this or other reasons, suffer a loss with respect to those instruments.

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

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

On September 7, 2008, Fannie Mae and Freddie Mac were placed under the conservatorship of the Federal Housing Finance Agency to attempt to provide stability in the financial markets, mortgage availability and taxpayer protection by seeking to preserve Fannie Mae and Freddie Mac’s assets and property and to put Fannie Mae and Freddie Mac in a sound and solvent condition.  Under conservatorship, the U.S. Treasury will receive senior preferred equity shares and warrants to ensure that Fannie Mae and Freddie Mac maintain a positive net worth.

Further, the U.S. Treasury has established a new secured lending credit facility that will be available to Fannie Mae and Freddie Mac to assist the entities in funding their regular business activities in the capital markets until December 31, 2009.  Also, the U.S. Treasury has initiated a program to purchase Fannie Mae and Freddie Mac mortgage-backed securities through December 31, 2009 to aid mortgage affordability.

Mortgage-Related Securities. The Funds may invest in mortgage-related securities.  Mortgage-related securities represent interests in a pool of mortgage loans originated by lenders such as commercial banks, savings associations and mortgage bankers and brokers. Mortgage-related securities may be issued by governmental or government-related entities or by non-governmental entities such as special purpose trusts created by commercial lenders.
 
Pools of mortgages consist of whole mortgage loans or participations in mortgage loans. The majority of these loans are made to purchasers of 1-4 family homes. The terms and characteristics of the mortgage instruments are generally uniform within a pool but may vary among pools. For example, in addition to fixed-rate, fixed-term mortgages, the Fund may purchase pools of adjustable-rate mortgages, growing equity mortgages, graduated payment mortgages and other types.  Mortgage poolers apply qualification standards to lending institutions which originate mortgages for the pools as well as credit standards and underwriting criteria for individual mortgages included in the pools. In addition, many mortgages included in pools are insured through private mortgage insurance companies.
 
Mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or on specified call dates. Most mortgage-related securities, however, are pass-through securities, which means that investors receive payments consisting of a pro-rata share of both principal and interest (less servicing and other fees), as well as unscheduled prepayments, as loans in the underlying mortgage pool are paid off by the borrowers.  Additional prepayments to holders of these securities are caused by prepayments resulting from the sale or foreclosure of the underlying property or refinancing of the underlying loans.  As prepayment rates of individual pools of mortgage loans vary widely, it is not possible to predict accurately the average life of a particular mortgage-related security.  Although mortgage-related securities are issued with stated maturities of up to forty years, unscheduled or early payments of principal and interest on the mortgages may shorten considerably the securities’ effective maturities.

Government and Agency Mortgage-Related Securities. The Funds may invest in government and agency mortgage-backed securities. The principal issuers or guarantors of mortgage-backed securities are the Government National Mortgage Association (“GNMA”), Fannie Mae (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”). GNMA, a wholly-owned U.S. Government corporation creates pass-
 
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