MEMORIAL FUNDS
485APOS, 2000-07-21
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      As filed with the Securities and Exchange Commission on July 21, 2000


                        File Nos. 333-41461 and 811-8529

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM N-1A

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933


                         Post-Effective Amendment No. 10


                                       AND

                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940


                                Amendment No. 13


                                 MEMORIAL FUNDS
                               Two Portland Square
                              Portland, Maine 04101
                                  207-879-1900

                                D. Blaine Riggle
                            Forum Fund Services, LLC
                               Two Portland Square
                              Portland, Maine 04101

                                   Copies to:

                            Anthony C.J. Nuland, Esq.
                              Seward & Kissel, LLP
                                1200 G Street, NW
                             Washington, D.C. 20005

--------------------------------------------------------------------------------
It is proposed that this filing will become effective:


[ ]      immediately  upon  filing  pursuant  to  Rule  485,  paragraph  (b)
[ ]      on _________________  pursuant  to Rule 485,  paragraph  (b) 60 days
[ ]      after filing  pursuant  to Rule 485,  paragraph  (a)(1)
[ ]      on _________________  pursuant to Rule 485, paragraph (a)(1)
[ ]      75 days after filing pursuant to Rule 485,  paragraph  (a)(2)
[X]      on October 7, 2000 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: Daily Cash Fund. Daily Cash Fund is structured
as a master-feeder fund and this registration statement is also executed by Core
Trust (Delaware).


The prospectus and SAI filed via EDGAR in  post-effective  amendment number 6 on
August 17, 1999,  accession number  0001004402-99-000353  for Money Market Fund,
International  Equity Fund and Equity Income Fund are  incorporated by reference
into this registration statement.

<PAGE>

                                                                            LOGO




                                   PROSPECTUS
                              INSTITUTIONAL SHARES

                                 XXXXX XX, 2000


                                 DAILY CASH FUND


                  The fund seeks to provide high current income
               consistent with the preservation of capital and the
                            maintenance of liquidity.


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



<PAGE>



                                TABLE OF CONTENTS


Summary                                                                X
Performance Information                                                X
Fee Tables                                                             X
Management                                                            XX
Your Account                                                          XX

          How To Contact The Fund                                     XX
          General Information                                         XX
          Buying Shares                                               XX
          Selling Shares                                              XX
          Exchange Privileges                                         XX

Other Information                                                     XX
Financial Highlights                                                  XX


<PAGE>

SUMMARY


This  Prospectus  offers  Institutional  Shares of Daily Cash Fund (the "Fund").
With a minimum investment of $XXXXXX,  the institutional shares are designed for
institutional investors.


INVESTMENT OBJECTIVES

The  investment  objective of the Fund is to provide high current  income to the
extent  consistent  with the  preservation  of capital  and the  maintenance  of
liquidity.

PRINCIPAL INVESTMENT STRATEGIES

         [Margin callout: CONCEPTS TO UNDERSTAND
         MONEY MARKET  SECURITY  means a high credit  quality,  short-term  U.S.
         dollar denominated debt security  GOVERNMENT  SECURITY means a security
         that is issued or  guaranteed by the U.S.  Government,  its agencies or
         instrumentalities REPURCHASE AGREEMENT means a transaction in which the
         Fund  purchases  securities  and  simultaneously  commits to resell the
         securities  to the other  party at an  agreed-upon  date and at a price
         reflecting a market rate of interest]

The Fund invests in a diversified  portfolio of Money Market  Securities  and:
     o  seeks to  maintain  a stable net asset  value of $1.00 per  share,
     o  invests in securities  with  remaining  maturities of 397 days or less
     o  maintains a dollar weighted average maturity of its investments of 90
        days or less.

The Fund is a  "gateway"  fund in a "Core and  Gateway(R)"  structure.  The Fund
invests  substantially  all of its assets in Cash Portfolio  (the  "Portfolio"),
another mutual fund which has the same  investment  objective and  substantially
similar  investment  policies.  The  Portfolio's  invests  primarily  in a broad
spectrum of Money Market Securities including:
     o  securities  issued by financial  institutions,  such as certificates of
        deposits,  bank notes,  bankers' acceptances and time deposits of banks
        and their foreign branches
     o  securities issued by domestic companies, such as commercial paper
     o  Government Securities
     o  Repurchase Agreements.

Forum Investment  Advisors,  LLC, the investment  adviser for the Portfolio (the
"Adviser"),  continuously  monitors  economic  factors  such  as  interest  rate
outlooks and  technical  factors such as prevailing  interest  rates and Federal
Reserve policy to determine an appropriate  maturity profile for the Portfolio's
investments. The Adviser selects securities that satisfy the maturity profile of
the Portfolio  and that provide the greatest  potential  return  relative to the
risk of the security.

The Adviser may sell a security if:
     o revised  economic  forecasts or interest rate outlook requires a
       repositioning of the  Portfolio
     o the  security  subsequently  fails  to meet  the  Adviser's investment
       criteria
     o funds are needed for another purpose

PRINCIPAL RISKS OF INVESTING IN THE FUND

         [Margin callout: MONEY MARKET FUND DISCLOSURE
         An investment in the Fund is not a deposit of a bank and is not insured
         or guaranteed by the Federal Deposit Insurance Corporation or any other
         government  agency.  Although  the Fund seeks to preserve  the value of
         your  investment  at $1.00 per share,  it is  possible to lose money by
         investing in the Fund.]
<PAGE>

There is no assurance  that the Fund will achieve its investment  objective.  An
investment  in the  Fund is not by  itself a  complete  or  balanced  investment
program. The principal risks of investing in the Fund are described below.

These  risks can  result in a  decrease  in the value of a  security  or all the
securities  owned by the Fund and,  therefore,  a change in the Fund's $1.00 per
share value. These risks also can result in lower investment performance.

INTEREST  RATE RISK  Interest  rates  may  affect  the value of the  Portfolio's
investments.  Increases  in  interest  rates may cause a  decline  in value.  In
addition,  those  increases  may  cause the  Fund's  investment  performance  to
underperform currently available investments.

CREDIT  RISK The value of a security  held by the  Portfolio  may decline if the
security's credit rating is downgraded or its credit quality otherwise falls. In
the worst case, an issuer of a security or a Repurchase Agreement  counter-party
may  default or  otherwise  be unable to make  timely  payments  of  interest or
principal.  Not all  Government  Securities  are supported by the full faith and
credit of the U.S. Government as are Treasury Securities.

MANAGEMENT  RISK As with all mutual funds,  the Adviser may make poor investment
decisions.

PERFORMANCE INFORMATION

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



<PAGE>

FEE TABLES

The following  table describe the various fees and expenses that you will pay if
you invest in Institutional Shares of the Fund. There are no charges to purchase
or redeem Fund shares.

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)


         Management Fees (1)                                      0.XX%
         Distribution (Rule 12b-1) Fees                           0.XX%
         Other Expenses                                           0.XX%
         TOTAL ANNUAL FUND OPERATING EXPENSES (2)                 0.XX%

(1)  Includes all investment advisory and administration fees.
(2)  Based on estimated expenses for the Fund's fiscal year ending December 31,
     2000.

EXAMPLE

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

                  1 YEAR                        3 YEARS
                   $XX                            $XX

MANAGEMENT

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

THE ADVISER

The  Portfolio's  investment  adviser is Forum  Investment  Advisors,  LLC,  Two
Portland Square,  Portland, Maine 04101. The Adviser's primary business is fixed
income  investment  management  and, in addition to the  Portfolio,  advises two
other money market funds and five taxable and tax-free  bond funds.  The Adviser
makes investment decisions for the Portfolio.

During the Portfolio's last fiscal year, the aggregate  advisory fees paid, as a
percentage of average net assets paid to the Adviser were 0.03%.

OTHER SERVICE PROVIDERS

The Forum Financial Group ("Forum") of companies  provides  various  services to
the Fund. As of XXXXXXX XX, 2000, Forum provided administration and distribution
services to investment companies and collective  investment funds with assets of
approximately $XX billion.

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

<PAGE>

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

FUND EXPENSES

The Fund pays all of its expenses.  The Fund's expenses include its own expenses
as well as Trust expenses that are allocated  among the Fund with other funds of
the Trust. The Adviser or other service  providers may voluntarily  waive all or
any portion of their fees and/or reimburse certain expenses of the Fund. Any fee
waiver or expense reimbursement  increases the Fund's performance for the period
during which the waiver or reimbursement is in effect.





<PAGE>

YOUR ACCOUNT
[Margin Callout]HOW TO CONTACT THE FUND

WRITE TO US AT:
         Daily Cash Fund
         P.O. Box 446
         Portland, Maine 04112

TELEPHONE US AT:
         (888) 263-5593 (Toll Free)

WIRE INVESTMENTS (OR ACH PAYMENTS) TO US AT:
         BankBoston
         Boston, Massachusetts
         ABA #011000390
                  FOR CREDIT TO:
                  Forum Shareholder Services, LLC
                  Account # 541-54171
                  Daily Cash Fund
                  (Your Name)
                  (Your Account Number)]

GENERAL INFORMATION

You may  purchase  or sell  (redeem)  shares at the net  asset  value of a share
("NAV") next calculated after the Transfer Agent receives your request in proper
form  accompanied  by funds on  deposit  at a  Federal  Reserve  Bank  ("Federal
Funds").  Investments are not accepted or invested by the Fund during the period
before the receipt of Federal Funds.

Shares become entitled to received  distributions  on the day of purchase if the
order and payment are received by the Transfer Agent as follows (times indicated
are Eastern time):

      ORDER MUST BE RECEIVED BY              PAYMENT MUST BE RECEIVED BY
              2:00 p.m.                               4:00 p.m.

On days  that the  Bond  Market  Association  recommends  an early  close of the
government  securities markets or that those markets or the Federal Reserve Bank
of San Francisco  close early,  the Trust/Fund may advance the time by which the
Transfer Agent must receive completed purchase and redemption orders.

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

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

WHEN AND HOW NAV IS  DETERMINED  The Fund  calculates  its NAV as of 4:00  p.m.,
Eastern time on each  weekday  except  Federal  holidays and other days that the
Federal Reserve Bank of San Francisco is closed ("Fund Business Day").  The time
at which  NAV is  calculated  may  change in case of an  emergency.  In order to
maintain a stable NAV of $1.00 per share,  the Fund (and the  Portfolio in which
it invests) values the securities in its portfolio on an amortized cost basis.

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. Banks, brokers, retirement plans and financial
advisers may charge  transaction fees and may set different minimum  investments
or limitations on buying or selling  shares.  Consult a  representative  of your
financial institution for more information.
<PAGE>

BUYING SHARES

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


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


         PURCHASES BY AUTOMATED  CLEARING  HOUSE ("ACH") This service allows you
         to purchase  additional shares through an electronic  transfer of money
         from your  checking  or savings  account.  When you make an  additional
         purchase by telephone, the Transfer Agent will automatically debit your
         pre-designated  bank account for the desired amount. You may call (888)
         263-5593 to request an ACH transaction.

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

MINIMUM INVESTMENTS The minimum initial investment for the Fund is $XXXXX. There
is no minimum additional investment.  Management of the Fund may choose to waive
the initial investment minimum.

The Fund accepts payments in the following minimum amounts:
<TABLE>
               <S>                                <C>                           <C>
                                       MINIMUM INITIAL INVESTMENT   MINIMUM ADDITIONAL INVESTMENT
Standard Accounts                                $XXXXXX                        $XXX
</TABLE>

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



<PAGE>



INVESTMENT PROCEDURES

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

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

BY ACH PAYMENT                                               BY SYSTEMATIC INVESTMENT
o        Call or write us for an account application         o        Complete the Systematic Investment section of
         and/or a Corporate/Organization Resolution form              the application
o        Complete the application                            o        Attach a voided check to your application
o        Call us to fax the completed application and we     o        Mail us the completed application and the
         will assign you an account number                            voided check
o        Mail us your original application
o        Make an ACH payment
</TABLE>

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

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

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

SELLING SHARES

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

                        TO SELL SHARES FROM YOUR ACCOUNT
BY MAIL
o    Prepare a written request including:
     o    Your name(s) and signature(s)
     o    Your account number
     o    The Fund name
     o    The dollar amount or number of shares you want to sell
     o    How and where to send your  proceeds
o    Obtain a  signature  guarantee  (if  required)
o    Obtain  other documentation (if required)
o    Mail us your request and documentation
BY WIRE
o    Wire requests are only  available if you provided bank account  information
     on your account application and your request is for $5,000 or more
o    Call us  with  your  request  (unless  you  declined  telephone  redemption
     privileges on your account application - See "By Telephone") OR
o    Mail us your request (See "By Mail")
BY TELEPHONE
o    Call us with your request (unless you declined telephone redemption
     privileges on your account application)
o    Provide the following information:
     o    Your account number
     o    Exact name(s) in which the account is  registered
     o    Additional  form of identification
o    Your proceeds will be:
     o    Mailed to you OR
     o    Wired to you (unless you declined wire  redemption  privileges on your
          account application - See "By Wire")
SYSTEMATICALLY
o    Complete the systematic withdrawal section of the application
o    Attach a voided check to your application
o    Mail us your completed application

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

WIRE REDEMPTION PRIVILEGES You may have your redemption proceeds wired to you if
you provided bank account information on your account  application.  The minimum
amount that may be redeemed by wire is $XXXX.  If the  Transfer  Agent  receives
your wire redemption  order after 2:00 p.m.,  eastern time (or other time as may
be  determined),  for the Fund,  the Transfer Agent will wire proceeds to you on
the next Fund Business Day.

SYSTEMATIC  WITHDRAWAL If you own shares of the Fund with an aggregate  value of
at least  $XXXXX you may request a specified  amount of money from your  account
once a month or once a quarter on a specified  date.  These payments can be sent
to your  address  of  record by check or to a  designated  bank  account  by ACH
payment. Systematic requests must be for at least $XXXX.

SIGNATURE  GUARANTEE  REQUIREMENTS  To protect you and the Fund  against  fraud,
signatures on certain  requests  must have a "signature  guarantee." A signature
guarantee  verifies the authenticity of your signature.  You can obtain one from
most banking  institutions or securities brokers,  but not from a notary public.
For requests made in writing,  a signature  guarantee is required for any of the
following:

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

SMALL ACCOUNTS If the value of your account falls below $XXXXX, the Fund may ask
you to increase your balance.  If the account value is still below $XXXXXX after
60 days,  the Fund may close your  account and send you the  proceeds.  The Fund
will not close your account if it falls below this amount  solely as a result of
a reduction in your account's market value.

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

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

EXCHANGE PRIVILEGES

You may sell your Fund shares and buy shares of any other series of the Memorial
Funds, also known as an exchange, by telephone or in writing.  Because exchanges
are treated as a sale and purchase, they may have tax consequences.

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

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

<PAGE>

OTHER INFORMATION

ADDITIONAL INVESTMENT POLICIES

The Fund and  Portfolio  operate  in  accordance  with  "Rule  2a-7"  under  the
Investment  Company Act of 1940. All restrictions  relating to maturity,  credit
and diversification are interpreted in accordance with that rule.

The  Portfolio  may from  time to time take  temporary  defensive  positions  in
response  to  adverse  market,  economic,  political  or other  conditions.  For
instance, the Portfolio may hold cash in any amount. The Portfolio may invest in
other money market mutual funds that have substantially similar policies.

Securities in which the Portfolio invests may have variable or floating rates of
interest.  These securities pay interest at rates that are adjusted periodically
according to a specified  formula,  usually with reference to some interest rate
index or market  interest rate. The Portfolio  limits these  securities to those
with an interest rate that is adjusted based solely on a single  short-term rate
or index, such as the Prime Rate.

CORE AND GATEWAY(R)

The Fund invests  substantially  all of its assets in the Portfolio,  which is a
series of Core Trust (Delaware) ("Core Trust"). The Fund may withdraw its entire
investment  from the  Portfolio at anytime  that the Board  decides it is in the
Fund's best  interest  to do so. The board of trustees of Core Trust  formulates
the  general  policies of the  Portfolio  and meets  periodically  to review the
Portfolio's performance, monitor investment activities and practices and discuss
other matters  affecting the Portfolio.  Additional  information  about the Core
Trust's board and executive officers is in the SAI.

DISTRIBUTIONS

The Fund declares  distributions from net investment income daily and pays those
distributions monthly. In addition, the Fund pays capital gain distributions, if
any, at least annually.

All  distributions  are  reinvested  in additional  shares,  unless you elect to
receive  distributions  in cash. For Federal income tax purposes,  distributions
are treated the same whether they are received in cash or reinvested.

TAXES

GENERAL

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

The Fund's  distributions of net income (including  short-term capital gain) are
taxable to you as ordinary income. The Fund's distributions of long-term capital
gain,  if any, are taxable to you as long-term  capital gain  regardless  of how
long you have held Fund shares. The Fund's  distributions also may be subject to
certain state and local taxes.

The Fund will send you information  about the income tax status of distributions
paid  during  the year  shortly  after  December  31 of each year.  For  further
information  about the tax effects of investing in the Fund,  please see the SAI
and consult your tax adviser.

FINANCIAL HIGHLIGHTS

Financial  highlights  are not  provided  because  the  Fund  had not  commenced
operations prior to the date of this Prospectus.



<PAGE>


<TABLE>
                                        <S>                                               <C>
                              FOR MORE INFORMATION
                                                                                       MEMORIAL
             The following documents are available free upon request:                    FUNDS

                           ANNUAL/SEMI-ANNUAL REPORTS
   The Fund will provide annual and semi-annual reports to shareholders that
 will provide additional information about the Fund's investments. In the                DAILY
Fund's annual report, you will find a discussion of the market conditions              CASH FUND
        and investment strategies that significantly affected the Fund's
                  performance during its preceding 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 can get a free copy of the SAI, request other information and discuss
            your questions about the Fund by contacting the Fund at:


                                 Memorial Funds
                                  P.O. Box 446
                              Portland, Maine 04112
                                  888-263-5593                                      Memorial Funds
                                                                                     P.O. Box 446
                  SECURITIES AND EXCHANGE COMMISSION INFORMATION                 Portland, Maine 04112
      You can also review the Fund's SAI at the Public Reference Room                888-263-5593
                                     of the
                   Securities and Exchange Commission ("SEC").
                  You can get copies, for a fee, by writing to:


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

      The scheduled hours of operation of the Public Reference Room may be
      obtained by calling the SEC at 1-202-942-8090. Free copies of the SAI
   are also available from the SEC's Internet website at http://www.sec.gov.

                    Investment Company Act File No. 811-8529
</TABLE>


<PAGE>


            MEMORIAL
              FUNDS
                                   STATEMENT OF ADDITIONAL INFORMATION
                                   XXXXXXX XX, 2000





FUND INFORMATION:

       Memorial Funds
       Two Portland Square         DAILY CASH FUND
       Portland, Maine 04101
         (888) 263-5593

ACCOUNT INFORMATION AND
SHAREHOLDER SERVICES:

       Forum Shareholder
       Services, LLC
       P.O. Box 446
       Portland, Maine 04101
       (888) 263-5593










This  Statement of Additional  Information or "SAI"  supplements  the Prospectus
dated  xxxxx  xx,  2000,  as  may  be  amended  from  time  to  time,   offering
Institutional  Shares  of  Daily  Cash  Fund  (the  "Fund").  This  SAI is not a
prospectus  and should  only be read in  conjunction  with the  Prospectus.  The
Prospectus may be obtained without charge by contacting  shareholder services at
the address or telephone number listed above.




<PAGE>




TABLE OF CONTENTS

         Glossary ..........................................................2
1.       General Information................................................3
2.       Investment Policies and Risks......................................3
3.       Investment Limitations.............................................10
4.       Performance Data and Advertising...................................14
5.       Management.........................................................18
6.       Portfolio Transactions.............................................25
7.       Additional Purchase and Redemption Information.....................26
8.       Taxation ..........................................................29
9.       Other Matters......................................................32
Appendix A - Description of Securities Ratings..............................A-1
Appendix B - Miscellaneous Tables...........................................B-1
Appendix C - Performance Data...............................................C-1
Appendix D - Additional Advertising Materials...............................D-1


<PAGE>

GLOSSARY


"Adviser" means Forum Investment Advisors, LLC

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

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

"Core Trust" means Core Trust (Delaware).

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

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

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

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

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

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


"Fund" means Daily Cash Fund


"Fitch" means Fitch IBCA, Inc.

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

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

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

"NRSRO" means a nationally recognized statistical rating organization.

"Portfolio" means Cash Portfolio, a series of Core Trust.

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

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

"Transfer Agent" means Forum Shareholder  Services,  LLC, the transfer agent and
distribution disbursing agent of the Fund.

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

"Trust" means Memorial Funds.

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

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


                                       2
<PAGE>

GENERAL INFORMATION

The  Fund is a  "gateway"  fund in a Core  and  Gateway(R)  structure.  The Fund
invests  substantially  all of its assets in the Cash Portfolio,  a portfolio of
Core Trust,  another open-end,  management  investment  company,  with identical
investment objectives and substantially similar investment policies.

CONSIDERATIONS OF INVESTING IN THE PORTFOLIO

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


INVESTMENT POLICIES AND RISKS

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

                          SECURITY RATINGS INFORMATION

Under Rule 2a-7,  the Portfolio  must normally  invest at least 95% of its total
assets in securities  that are rated in the highest  short-term  rating category
for debt obligations, or are unrated and determined to be of comparable quality.

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

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

                                  GENERAL RISKS

INTEREST  RATE RISK  Changes in interest  rates  affect the market  value of the
interest-bearing  fixed  income  securities  held  by the  Portfolio.  There  is
normally  an  inverse  relationship  between  the  market  value  of  securities
sensitive to prevailing interest rates and actual changes in interest rates. The
longer the remaining  maturity (and duration) of a security,  the more sensitive


                                       3
<PAGE>

the  security  is to changes in interest  rates.  All fixed  income  securities,
including U.S. Government Securities, can change in value when there is a change
in interest rates.

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

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

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

                             MONEY MARKET SECURITIES

VARIABLE AND FLOATING RATE SECURITIES

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

The Portfolio  will only purchase  variable or floating rate  securities,  whose
interest rate is adjusted based on a single short-term rate or index such as the
Prime Rate.  Under Rule 2a-7 of the 1940 Act, the  Portfolio  may only  purchase
securities with maturities of greater than 397 days if they have demand features
that meet certain  requirements  or they are certain  long-term U.S.  Government
Securities.

The  Portfolio  also may purchase  variable and floating rate  corporate  master
notes and similar  securities.  Master notes with variable or floating  interest
rates are unsecured  obligations that are redeemable upon notice. You may invest
fluctuating  amounts in these  instruments  at varying rates of interest under a
direct  arrangement  with the issuer.  These  obligations  include master demand
notes.  The  issuer  of these  obligations  often has the  right,  after a given


                                       4
<PAGE>

period, to prepay its outstanding  principal obligations upon a specified number
of days'  notice.  These  obligations  generally  are not  traded  and  there is
generally no established secondary market for these obligations. To the extent a
demand note does not have a seven day or shorter  demand feature and there is no
readily  available  market for the  obligation,  it is  treated  as an  illiquid
security.

MORTGAGE BACKED AND ASSET BACKED SECURITIES

The Portfolio may purchase adjustable rate mortgage backed or other asset backed
securities  (such as Small Business  Association  Securities that are Government
Securities).  These securities directly or indirectly  represent a participation
in, or are secured by and payable from, adjustable rate mortgages or other loans
that may be  secured  by real  estate  or other  assets.  Most  mortgage-related
securities  are  pass-through  securities,  which means that  investors  receive
payments  consisting of a pro-rata  share of both  principal and interest  (less
servicing and other fees), 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.  Prepayments  of the  principal  of  underlying  loans  may  shorten  the
effective maturities of these securities.

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

SMALL  BUSINESS   ADMINISTRATION   SECURITIES   Small  Business   Administration
securities  ("SBA") are  variable  rate  securities  that are backed by the full
faith and credit of the United States Government, and generally have an interest
rate that resets  monthly or quarterly  based on a spread to the Prime Rate. SBA
securities  generally have maturities at issue of up to 40 years.  The Portfolio
may not purchase an SBA security if,  immediately  after the  purchase,  (1) the
Portfolio  would have more than 15% of its net assets invested in SBA securities
or (2) the total unamortized  premium (or the total unaccreted  discount) on SBA
securities would exceed 0.25% of the Portfolio's net assets.

COLLATERALIZED  MORTGAGE  OBLIGATIONS The Portfolio may purchase  collateralized
mortgage  obligations  ("CMOs"),  which are  collateralized  by  mortgage-backed
securities or by pools of conventional  mortgages.  CMOs typically have a number
of classes or series with  different  maturities  and are  generally  retired in
sequence.  Each class of bonds receives periodic interest payments  according to
the coupon rate on the bonds.  However,  all monthly principal  payments and any
prepayments   from  the  collateral  pool  are  paid  first  to  the  "Class  1"
bondholders.  The  principal  payments  are such that the Class 1 bonds  will be
completely  repaid no later than,  for  example,  five years after the  offering
date.  Thereafter,  all  payments of  principal  are  allocated to the next most
senior class of bonds until that class of bonds has been fully repaid.  Although
full payoff of each class of bonds is contractually  required by a certain date,
any or all classes of bonds may be paid off sooner than  expected  because of an
acceleration in pre-payments of the obligations comprising the collateral pool.

FEDERAL HOME LOAN MORTGAGE CORPORATION SECURITIES
The Portfolio currently is prohibited from purchasing any security issued by the
Federal Home Loan  Mortgage  Corporation.  This does not prohibit the  Portfolio
from entering into repurchase  agreements  collateralized with securities issued
by the Federal Home Loan Mortgage Corporation.

                                       5
<PAGE>

                  REPURCHASE AGREEMENTS AND SECURITIES LENDING

GENERAL

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

RISKS

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

                                    BORROWING

GENERAL

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

RISKS

The use of borrowing involves special risks, including magnified capital losses.
If the  Portfolio  buys  securities  with  borrowed  funds  and the value of the
securities  declines,  the  Portfolio may be required to provide the lender with
additional  funds or liquidate  its position in these  securities to continue to
secure or repay the loan. The Portfolio may also be obligated to liquidate other
portfolio positions at an inappropriate time in order to pay off the loan or any
interest payments associated with the loan.

To the extent that the  interest  expense  involved  in a borrowing  transaction
approaches the net return on the Portfolio's  investment portfolio,  the benefit
of  borrowing  will be  reduced.  If the  interest  expense  due to a  borrowing
transaction exceeds the net return on the Portfolio's investment portfolio,  the
Portfolio's  use of borrowing would result in a lower rate of return than if the
Portfolio did not borrow.  The size of any loss incurred by the Portfolio due to
borrowing  will  depend on the  amount  borrowed.  The  greater  the  percentage
borrowed, the greater potential of gain or loss to the Portfolio.

                             WHEN-ISSUED SECURITIES

GENERAL

The   Portfolio   may  purchase   securities   offered  on  a   when-issued   or
delayed-delivery basis. When these transactions are negotiated, the price, which
is generally  expressed in yield terms,  is fixed at the time the  commitment is


                                       6
<PAGE>

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

RISKS

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

                               ILLIQUID SECURITIES

GENERAL

The Portfolio may invest up to 10% of its net assets in illiquid securities. The
term  "illiquid  securities"  for this purpose means  repurchase  agreements not
entitling  the holder to payment of principal  within seven days and,  except as
otherwise  determined by the Adviser,  securities that are illiquid by virtue of
legal  or  contractual  restrictions  on  resale  or the  absence  of a  readily
available market.

RISKS

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

DETERMINATION OF LIQUIDITY

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

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

Certificates  of  deposit  and other  fixed  time  deposits  that carry an early
withdrawal  penalty or mature in greater than seven days are treated as illiquid
securities if there is no readily available market for the instrument.

                                       7
<PAGE>

INVESTMENT LIMITATIONS

The  investment  objective  of the  Fund  and  Portfolio  are  fundamental.  The
Portfolio and Fund have also adopted a fundamental  policy which  provides that,
notwithstanding   any   other   investment   policy  or   restriction   (whether
fundamental), the Portfolio or Fund, as applicable, may invest all of its assets
in the securities of a single pooled  investment fund having  substantially  the
same investment objectives,  policies and restrictions as the Fund or Portfolio,
as applicable.

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

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

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

                             FUNDAMENTAL LIMITATIONS


The Portfolio may not:

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

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

For purposes of  concentration:  (i) loan  participations  are  considered to be
issued by both the issuing  bank and the  underlying  corporate  borrower;  (ii)
utility companies are divided according to their services (for example, gas, gas
transmission,  electric  and  telephone  will  each  be  considered  a  separate
industry); and (iii) financial service companies will be classified according to
the end users of their services,  for example,  automobile finance, bank finance
and diversified finance will each be considered a separate industry.

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

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

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

                                       8
<PAGE>

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

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

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

                           NONFUNDAMENTAL LIMITATIONS

The Portfolio may not:

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

BORROWING Purchase  securities for investment while any borrowing equaling 5% or
more of the  Portfolio's  total  assets is  outstanding;  and if at any time the
Portfolio's  borrowings exceed the Portfolio's  investment  limitations due to a
decline in net assets,  such  borrowings  will be promptly  (within  three days)
reduced to the extent  necessary to comply with the  limitations.  Borrowing for
purposes other than meeting redemption  requests will not exceed 5% of the value
of the Portfolio's total assets.

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

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

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



PERFORMANCE DATA AND ADVERTISING

                                PERFORMANCE DATA

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

The Fund may compare any of its performance information with:

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

     o    The performance of other mutual funds.

                                       9
<PAGE>

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

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

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

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

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

                            PERFORMANCE CALCULATIONS

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

SEC YIELD

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

TOTAL RETURN CALCULATIONS

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

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

                                       10
<PAGE>

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

         P(1+T)n = ERV

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

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

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

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

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

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

Period total return is calculated according to the following formula:

         PT = (ERV/P-1)

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

                                  OTHER MATTERS

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


                                       11
<PAGE>

plan; (8) the net asset value,  net assets or number of shareholders of the Fund
or class as of one or more dates;  and (9) a comparison of the Fund's or class's
operations to the operations of other funds or similar investment products, such
as a comparison  of the nature and scope of  regulation  of the products and the
products' weighted average maturity,  liquidity,  investment  policies,  and the
manner of calculating and reporting performance.

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

                                       12
<PAGE>


MANAGEMENT

                       TRUSTEES AND OFFICERS OF THE TRUST

The names of the  Trustees and officers of the Trust,  their  position  with the
Trust,  address,  date of birth and principal  occupations  during the past five
years are set forth  below.  Each  Trustee  who is an  "interested  person"  (as
defined by the 1940 Act) of the Trust is indicated by an asterisk (*). The Board
supervises the Fund's  activities,  monitors its contractual  arrangements  with
various service providers and decides upon matters of general policy.
<TABLE>
                    <S>                                     <C>                                     <C>
------------------------------------------ ----------------------------------- -------------------------------------------------
NAME, ADDRESS AND AGE                      POSITION(S) WITH FUND               PRINCIPAL OCCUPATION(S) DURING THE PAST FIVE
                                                                               YEARS
------------------------------------------ ----------------------------------- -------------------------------------------------
Christopher W. Hamm*                       Chairman of the Board of            President, Memorial Group, Inc. since 1998
                                           Trustees,                           Executive Director, CIBC Oppenheimer 1996-98
         5847 San Felipe, Suite 4545       President                           Vice President, Paine Webber 1993-96
         Houston, Texas 77002              Valuation Committee, Member(1)
         Born:  March 1967
------------------------------------------ ----------------------------------- -------------------------------------------------
John Y. Keffer*                            Trustee                             President and Director, Forum Financial
                                           Valuation Committee, Member(1)      Services, Inc. for more than five years
         Two Portland Square                                                   Director and sole shareholder (directly and
         Portland, Maine 04101                                                 indirectly) Forum Financial Group LLC, which
         Born:  July 1942                                                      owns (directly or indirectly) Forum
                                                                               Administrative Services, LLC. Forum Shareholder
                                                                               Services, LLC and Forum Investment Advisers, LLC
                                                                               Officer, Director or Trustee, various funds
                                                                               managed and distributed by FAdS or FFS
------------------------------------------ ----------------------------------- -------------------------------------------------
Jay Brammer                                Trustee                             Executive Vice President, Gibralter Properties,
                                           Audit Committee, Member(2)          Inc., a real estate holding company, since 1995
         9000 Keystone Crossing, Suite                                         Executive Vice President, Gibraltar Mausoleum
         1000                                                                  Corp., 1980-95
         Indianapolis, Indiana 46240
         Born:  August 1957
------------------------------------------ ----------------------------------- -------------------------------------------------
J.B. Goodwin                               Trustee                             President, JBGoodwin Company, a comprehensive
                                           Audit Committee, Member(2)          real estate and holding company, for more than
         3933 Steck Avenue, B-101                                              five years
         Austin, Texas 78759
         Born:  December 1949
------------------------------------------ ----------------------------------- -------------------------------------------------
Robert Stillwell                           Trustee                             Attorney, Baker & Botts, a law firm, for more
                                           Audit Committee, Chairman(2)        than five years
         3000 One Shell Plaza
         Houston, Texas 77002
         Born:  January 1937
------------------------------------------ ----------------------------------- -------------------------------------------------
Ronald H. Hirsch                           Vice President and
                                           Treasurer                           Managing Director of Operations and Finance,
         Two Portland Square                                                   Forum Financial Group since 9/99
         Portland, Maine 04101                                                 Member of the Board, Citibank Germany from
         Born: October 1943                                                    1991-1998
------------------------------------------ ----------------------------------- -------------------------------------------------
Thomas G. Sheehan                          Vice President                      Managing Director and Counsel, Forum Financial
                                                                               Group, LLC since 1993
         Two Portland Square                                                   Special Counsel, Division of Investment
         Portland, Maine 04101                                                 Management SEC
         Born:  November 1954                                                  Officer, various funds managed and distributed
                                                                               by FAdS or FFS
------------------------------------------ ----------------------------------- -------------------------------------------------
D. Blaine Riggle                           Secretary                           Counsel, Forum Financial Group, LLC, since 1998
                                                                               Associate Counsel, Wright Express Corporation

                                       13
<PAGE>

         Two Portland Square                                                   (a Fleet credit card company), 3/97 - 1/98
         Portland, Maine 04101                                                 Associate at the law firm of Friedman, Babcock
         Born:  November 1966                                                  & Gaythwaite, 1994 - 3/97
                                                                               Officer, various funds managed and distributed
                                                                               by FAdS or FFS
------------------------------------------ ----------------------------------- -------------------------------------------------
Marcella A. Cote                           Assistant Secretary                 Senior Fund Specialist, Forum Financial Group,
                                                                               LLC, since 1998
         Two Portland Square                                                   Budget Analyst, State of Maine Department of
         Portland, Maine 04101                                                 Human Services, 2/97 - 5/98
         Born:  January 1947                                                   Project Assistant, Muskie School of Public
                                                                               Service, 1994 - 2/97
                                                                               Officer, various funds managed and distributed
                                                                               by FAdS or FFS
------------------------------------------ ----------------------------------- -------------------------------------------------
Dawn L. Taylor                             Assistant Treasurer                 Tax Manager, Forum Financial Group, LLC, since
                                                                               1997
         Two Portland Square                                                   Senior Tax Accountant, Purdy, Bingham &
         Portland, Maine 04101                                                 Burrell, LLC, 1/97 - 10/97
         Born:  May, 1964                                                      Senior Fund Accountant, Forum Financial Group,
                                                                               LLC, 9/94 - 1/97
                                                                               Tax Consultant,  New England Financial
                                                                               Services, 6/86 - 9/94
                                                                               Officer,  various funds managed and
                                                                               distributed  by FAdS or FFS

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

(1)  The Valuation  Committee is responsible  for determining and monitoring the
     value of the Fund's assets.
(2)  The Audit Committee is responsible for meeting with the Trust's independent
     certified  public  accountants to: (a) review the arrangements and scope of
     any audit; (b) discuss matters of concern relating to the Trust's financial
     statements, including any adjustments to such statements recommended by the
     accountants,  or other results of any audit;  (c) consider the accountants'
     comments with respect to the Trust's financial  policies,  procedures,  and
     internal  accounting  controls;  and (d)  review  any form of  opinion  the
     accountants propose to render to the Trust.


                      COMPENSATION OF TRUSTEES AND OFFICERS

Each Trustee  receives an annual fee of $5,000,  and is paid $500 for each Board
meeting  attended and $500 for each committee  meeting attended on a date when a
Board meeting is not held.

Trustees  are also  reimbursed  for  travel and  related  expenses  incurred  in
attending meetings of the Board.

Trustees that are affiliated with the Adviser receive no compensation  for their
services or reimbursement for their associated expenses. No officer of the Trust
is compensated by the Trust.

                       TRUSTEES AND OFFICERS OF CORE TRUST

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

                                       14
<PAGE>
<TABLE>
                    <S>                           <C>                                     <C>
-------------------------------------- --------------------------- ---------------------------------------------------
NAME, DATE OF BIRTH                    POSITION WITH THE TRUST     PRINCIPAL OCCUPATION(S) DURING
AND ADDRESS                                                        PAST 5 YEARS
-------------------------------------- --------------------------- ---------------------------------------------------
John Y. Keffer*                        Chairman and President      Member and Director,  Forum Financial  Group,  LLC
Born:  July 15, 1942                                               (a mutual fund services holding company)
Two Portland Square                                                Director,   Forum  Fund  Services,   LLC  (Trust's
Portland, Maine 04101                                              underwriter)
                                                                   Officer of six other investment companies for
                                                                   which Forum Financial Group, LLC provides services
-------------------------------------- --------------------------- ---------------------------------------------------
Costas Azariadis                       Trustee                     Professor of Economics, University of
Born:  February 15, 1943                                           California-Los Angeles
Department of Economics                                            Visiting Professor of Economics, Athens
University of California                                           University of Economics and Business 1998-1999
Los Angeles, CA 90024                                              Trustee of one other investment company for which
                                                                   Forum Financial Group, LLC provides services
-------------------------------------- --------------------------- ---------------------------------------------------
James C. Cheng                         Trustee                     President, Technology Marketing Associates
Born:  July 26, 1942                                               (marketing company for small and medium size
27 Temple Street                                                   businesses in New England)
Belmont, MA 02718                                                  Trustee of one other investment company for which
                                                                   Forum Financial Group, LLC provides services
-------------------------------------- --------------------------- ---------------------------------------------------
J. Michael Parish                      Trustee                     Partner, Thelen Reid & Priest LLP (law firm)
Born:  November 9, 1943                                            since 1995
40 West 57th Street                                                Partner, Winthrop Stimson Putnam & Roberts (law
New York, NY 10019                                                 firm) 1989-1995
                                                                   Trustee of one other investment company for which
                                                                   Forum Financial Group, LLC provides services
-------------------------------------- --------------------------- ---------------------------------------------------
David I. Goldstein                     Vice President              Counsel and General Counsel, Forum Financial
Born:  August 3, 1961                                              Group LLC
Two Portland Square                                                Officer of five other investment companies for
Portland, Maine 04101                                              which Forum Financial Group, LLC provides
                                                                   services
-------------------------------------- --------------------------- ---------------------------------------------------
Ronald H. Hirsch                       Treasurer                   Managing Director, Operations/Finance and
Born:  October 14, 1943                                            Operations/Sales, Forum Financial Group, LLC
Two Portland Square                                                since 1999
Portland, Maine 04101                                              Member of the Board - Citibank Germany 1991 - 1998
                                                                   Officer of six other investment companies for
                                                                   which Forum Financial Group, LLC provides services
-------------------------------------- --------------------------- ---------------------------------------------------
Don L. Evans                            Secretary                   Staff  Attorney,  Assistant  Counsel and Counsel,
Born: August 12, 1948                                              Forum Financial Group, since 1995
Two Portland Square                                                 Associate,  Weiner & Strother (law firm),  1994 -
Portland, Maine 04101                                              1995
                                                                   Officer of two other investment companies for
                                                                   which Forum Financial Group, LLC provides services
-------------------------------------- --------------------------- ---------------------------------------------------
</TABLE>

                                       15
<PAGE>

                               INVESTMENT ADVISER

SERVICES OF THE ADVISER

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

FEES

The Adviser's fees are calculated as a percentage of the Portfolio's average net
assets.  The fee is accrued  daily by the Portfolio and is paid monthly based on
average net assets for the previous month. The Fund pays its pro-rata portion of
the Portfolio's investment advisory fee.

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

OTHER PROVISIONS OF ADVISER'S AGREEMENT

The Agreement must be approved at least annually by the Board, and by a majority
of the Trustees who are not parties to the  agreement or  interested  persons of
any such party ("Disinterested Trustees").

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

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

                                   DISTRIBUTOR

SERVICES AND COMPENSATION OF DISTRIBUTOR

FFS, the distributor (also known as principal  underwriter) of the shares of the
Fund,  is  located at Two  Portland  Square,  Portland,  Maine  04101.  FFS is a
registered  broker-dealer  and  is a  member  of  the  National  Association  of
Securities Dealers, Inc.

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

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

FFS may enter  into  agreements  with  selected  broker-dealers,  banks or other
financial  institutions  for distribution of shares of the Fund. These financial
institutions  may charge a fee for their  services  and may receive  shareholder
service  fees even  though  shares of the Fund are sold with  sales  charges  or
distribution fees. These financial  institutions may otherwise act as processing


                                       16
<PAGE>

agents and will be responsible for promptly  transmitting  purchase,  redemption
and other requests to the Fund.

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

FFS does not receive a fee for any  distribution  services  performed  under the
Distribution  Agreement except the distribution service fees from the Trust with
respect to the shares of those  classes for which a Plan (as  defined  below) is
effective.

OTHER PROVISIONS OF DISTRIBUTOR'S AGREEMENT

The Distribution Agreement must be approved at least annually by the Board or by
majority  vote of the  shareholders,  and in either  case by a  majority  of the
Disinterested Trustees.

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

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

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

                  DISTRIBUTION PLAN - INSTITUTIONAL SHARE CLASS

In accordance  with Rule 12b-1 under the 1940 Act, with respect to the Fund, the
Trust has  adopted a  distribution  plan (the  "Plan")  which  provides  for the
payment  to FFS of a Rule  12b-1  fee at the  annual  rate of up to 0.XX% of the
average  daily  net  assets of the Fund as  compensation  for FFS'  services  as
distributor.

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

                                       17
<PAGE>

                          OTHER FUND SERVICE PROVIDERS

ADMINISTRATOR

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

For its  services,  FAdS receives a fee from the Fund at an annual rate of 0.XX%
of the  average  daily net assets of the Fund.  The fee is accrued  daily by the
Fund and is paid monthly based on average net assets for the previous month.

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

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

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

The Core Administration Agreement provides that FAdS shall not be liable to Core
Trust or any of Core Trust's  interestholders for any action or inaction of FAdS
relating  to  any  event  whatsoever  in  the  absence  of  bad  faith,  willful
misfeasance  or  gross   negligence  in  the  performance  of  FAdS'  duties  or
obligations under the Agreement or by reason of FAdS' reckless  disregard of its
duties and obligations under this Agreement. The Administration Agreement may be
terminated  with respect to a Portfolio  at anytime,  without the payment of any
penalty:  (1) by the Core Trust Board on 60 days' written notice to FAdS; or (2)
by FAdS on 60 days' written notice to Core Trust.

FUND ACCOUNTANT

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

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

                                       18
<PAGE>

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

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

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

CORE TRUST FAcS  performs  similar  services  for the  Portfolio  pursuant  to a
Portfolio and Unitholder Accounting Agreement ("Core Accounting Agreement"). The
Core Accounting Agreement shall continue in effect with respect to the Portfolio
until  terminated;  provided that continuance is specifically  approved at least
annually by the Board. The Portfolio and Unitholder  Accounting Agreement may be
terminated  with respect to a Portfolio at any time,  without the payment of any
penalty (1) by the Board on 60 days' written notice to FAcS or (2) by FAcS on 60
days' written notice to the Trust. FAcS is required to use its best judgment and
efforts in rendering  fund  accounting  services and is not liable to Core Trust
for any action or inaction in the absence of bad faith,  willful  misconduct  or
gross negligence.

TRANSFER AGENT

FSS, as transfer  agent and  distribution  paying  agent  pursuant to a transfer
agency agreement with the Trust (the "Transfer Agency Agreement"),  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.  The Transfer Agent is located at Two Portland  Square,
Portland, Maine 04101 and is registered as a transfer agent with the SEC.

For its services,  the Transfer Agent receives with respect to the Fund 0.XX% of
the  average  daily net assets of the Fund,  an annual fee of $XXXXX and $XX per
shareholder  account.  The fee is accrued  daily by the Fund and is paid monthly
based on the average net assets for the previous month.

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

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

                                       19
<PAGE>

CUSTODIAN

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

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

LEGAL COUNSEL

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

INDEPENDENT AUDITORS

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

PORTFOLIO TRANSACTIONS

The Fund  invests  substantially  all of its  assets  in the  Portfolio  and not
directly in portfolio  securities.  Therefore,  the Fund does not pay  brokerage
commissions directly.

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

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

                          OTHER ACCOUNTS OF THE ADVISER

Investment decisions for the Portfolio are made independently from those for any
other account or investment  company that is or may in the future become managed
by the Adviser or its affiliates.  Investment  decisions are the product of many
factors,  including  suitability  for the particular  client  involved.  Thus, a


                                       20
<PAGE>

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

                      SECURITIES OF REGULAR BROKER-DEALERS

As of XXXXX XX, 2000, the Portfolio maintained  investments in dealers (or their
parent  companies)  with whom they conduct  portfolio  transactions.  Table 7 of
Appendix C provides details of these investments.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

                               GENERAL INFORMATION

You may purchase or redeem shares or request any shareholder privilege in person
at the offices of the Transfer Agent located at Two Portland  Square,  Portland,
Maine 04101.

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

                         ADDITIONAL PURCHASE INFORMATION

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

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

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

IRAS

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

The Fund may be a suitable investment vehicle for part or all of the assets held
in Traditional or Roth Individual  Retirement Accounts  (collectively,  "IRAs").
Call the Fund at 1-888-263-5593 to obtain an IRA account application. Generally,
all contributions and investment  earnings in an IRA will be tax-deferred  until
withdrawn.  If certain  requirements are met, investment earnings held in a Roth
IRA will not be taxed  even  when  withdrawn.  You may  contribute  up to $2,000
annually to an IRA. Only  contributions to Traditional IRAs are  tax-deductible.
However,  that  deduction  may be  reduced  if you or your  spouse  is an active
participant in an employer-sponsored retirement plan and you have adjusted gross
income above certain  levels.  Your ability to contribute to a Roth IRA also may
be restricted  if you or, if you are married,  you and your spouse have adjusted
gross income above certain levels.

                                       21
<PAGE>

Your  employer may also  contribute  to your IRA as part of a Savings  Incentive
Match Plan for Employees, or "SIMPLE plan," established after December 31, 1996.
Under a SIMPLE plan, you may  contribute up to $6,000  annually to your IRA, and
your employer must generally  match such  contributions  up to 3% of your annual
salary.  Alternatively,  your employer may elect to contribute to your IRA 2% of
the lesser of your earned income or $170,000.


This information on IRAs is based on regulations in effect as of January 1, 2000
and summarizes only some of the important federal tax  considerations  affecting
IRA  contributions.  These  comments  are not meant to be a  substitute  for tax
planning. Consult your tax advisors about your specific tax situation.


UGMAS/UTMAS

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

PURCHASES THROUGH FINANCIAL INSTITUTIONS

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

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

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

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

SIGNATURE GUARANTEES

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

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

                                       22
<PAGE>

LOST ACCOUNTS

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

                        ADDITIONAL REDEMPTION INFORMATION

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

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

SUSPENSION OF RIGHT OF REDEMPTION

The right of  redemption  may not be  suspended,  except for any  period  during
which:  (1) the New York Stock Exchange is closed (other than customary  weekend
and holiday closings) or during which the SEC determines that trading thereon is
restricted;  (2) an emergency  (as  determined by the SEC) exists as a result of
which disposal by 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.

                                       23
<PAGE>

REDEMPTION-IN-KIND

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

                                NAV DETERMINATION

Pursuant to Rule 2a-7,  the Board has  established  procedures  to stabilize the
Fund's net asset value at $1.00 per share.  These procedures include a review of
the  extent  of any  deviation  of net  asset  value  per  share as a result  of
fluctuating  interest rates,  based on available  market rates,  from the Fund's
$1.00  amortized cost price per share.  Should that deviation  exceed 1/2 of 1%,
the Board will  consider  whether any action should be initiated to eliminate or
reduce material  dilution or other unfair results to  shareholders.  Such action
may include redemption of shares in kind, selling portfolio  securities prior to
maturity,  reducing or withholding distributions and utilizing a net asset value
per share as  determined by using  available  market  quotations.  The Fund will
maintain a dollar-weighted  average portfolio  maturity of 90 days or less, will
not purchase any instrument with a remaining  maturity  greater than 397 days or
subject to a  Repurchase  Agreement  having a duration of greater than 397 days,
will limit portfolio investments, including Repurchase Agreements, to those U.S.
dollar-denominated  instruments  that the Board has determined  present  minimal
credit  risks  and  will  comply  with  certain   reporting  and   recordkeeping
procedures.  The Trust has also established  procedures to ensure that portfolio
securities meet the Fund's high quality criteria.

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

                                  DISTRIBUTIONS

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

TAXATION

The tax  information  set forth in the  Prospectus  and the  information in this
section  relate solely to U.S.  Federal income tax law and assumes that the Fund
qualifies  as  a  regulated   investment  company  (as  discussed  below).  Such
information is only a summary of certain key Federal  income tax  considerations
affecting the Fund and its  shareholders.  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.

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

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

                                       24
<PAGE>

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

                 QUALIFICATION AS A REGULATED INVESTMENT COMPANY

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

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,  short-term  capital gains and other taxable ordinary income,
net of expenses)  and net capital gain (that is, the excess of its net long-term
capital  gain over its net  short-term  capital  loss)  that it  distributes  to
shareholders.  In order to qualify as a  regulated  investment  company the Fund
must satisfy the following requirements:

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

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

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


The Portfolio is classified for Federal income tax purposes as a partnership and
is not subject to Federal  income tax.  Instead,  each investor in the Portfolio
(including the Fund) is required to take into account in determining its Federal
income tax liability its share of the Portfolio's income,  gain, loss, deduction
and  credit.  The  Fund  will be  deemed  to own a  proportionate  share  of the
Portfolio's assets and to earn a proportionate share of the Portfolio's income.


FAILURE TO QUALIFY

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

Failure to  qualify  as a  regulated  investment  company  would 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 net investment income
for each tax year.  The Fund  expects to derive  substantially  all of its gross
income   (exclusive  of  capital  gain)  from  sources  other  than   dividends.


                                       25
<PAGE>

Accordingly,  it is expected that none of the Fund's  distributions will qualify
for the dividends-received deduction for corporations.

The Fund anticipates distributing  substantially all of its net capital gain, if
any, for each tax year. These distributions generally are made only once a year,
but 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.

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


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


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

                               FEDERAL EXCISE TAX

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

For  purposes of  calculating  the excise tax, the Fund 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.

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

                               BACKUP WITHHOLDING

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

                              FOREIGN SHAREHOLDERS

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

                                       26
<PAGE>

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

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

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

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

                              STATE AND LOCAL TAXES

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

OTHER MATTERS

                         THE TRUST AND ITS SHAREHOLDERS

GENERAL INFORMATION

The Trust  was  organized  as a  business  trust  under the laws of the State of
Delaware on November 26, 1997.  The Trust has operated under that name and as an
investment company since that date.

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

o    Institutional  Shares of each of Government Bond Fund, Corporate Bond Fund,
     Growth Equity Fund and Value Equity Fund.

Each Fund is a series of Memorial  Funds.  It is not intended  that  meetings of
shareholders  be held except  when  required  by Federal or  Delaware  law.  All
shareholders of each Fund are entitled to vote at shareholders'  meetings unless
a matter is  determined  to affect only a specific  Fund (such as approval of an
advisory  agreement  for a Fund).  From  time to time,  large  shareholders  may
control  a Fund  or  Memorial  Funds.  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.

Each Fund reserves the right to invest in one or more other investment companies
in a Core and Gateway(R) structure.

The Trust and each Fund will continue indefinitely until terminated.

Not all Funds of the Trust may be  available  for sale in the state in which you
reside.  Please check with your  investment  professional  to determine a Fund's
availability.

                                       27
<PAGE>

The Trust,  the Adviser and FFS have adopted codes of ethics under Rule 17j-1 of
the 1940 Act which are designed to eliminate  conflicts of interest  between the
Funds and  personnel  of the Funds,  the Adviser and FFS.  The codes permit such
personnel to invest in securities, including securities that may be purchased or
held by the Funds.

SHAREHOLDER VOTING AND OTHER RIGHTS

Each  share of each  series  of the  Trust  has  equal  dividend,  distribution,
liquidation  and  voting  rights,   and  fractional  shares  have  those  rights
proportionately. Generally, shares will be voted separately by individual series
except:  (1) when  required  by  applicable  law,  shares  shall be voted in the
aggregate  and  not by  individual  series;  and  (2)  when  the  Trustees  have
determined  that the matter affects the interests of more than one series,  then
the shareholders of all such series shall be entitled to vote thereon.  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.

A shareholder or  shareholders  representing  33 1/3% or more of the outstanding
shares entitled to vote may, as set forth in the Trust Instrument, call meetings
of the  Trust  (or  Fund)  for any  purpose  related  to the  Trust  (or  Fund),
including,  in the case of a meeting  of the  Trust,  the  purpose  of voting on
removal of one or more Trustees.

CERTAIN REORGANIZATION TRANSACTIONS

The  Trust or any Fund may be  terminated  upon the sale of its  assets  to,  or
merger with, another open-end,  management investment company or series thereof,
or upon liquidation and distribution of its assets.  Generally such terminations
must be approved  by the vote of the  holders of a majority  of the  outstanding
shares of the Trust or the Fund.  The Trustees may,  without  prior  shareholder
approval:  (1) cause the Trust or any Fund to merge or consolidate  with or into
one or more  entities,  if the  surviving  or  resulting  entity is the Trust or
another company registered as an open-end,  management  investment company under
the 1940 Act, or a series  thereof:  (2) cause any or all shares to be exchanged
under or pursuant  to any state or federal  statute to the extent  permitted  by
law; or (3) cause the Trust to  incorporate  or  organize  under the laws of any
state, commonwealth,  territory,  dependence, colony or possession of the United
States of America or in any foreign jurisdiction.

                                 FUND OWNERSHIP

As of XXXXX XX,  2000,  the  officers and trustees of the Trust as a group owned
less than 1% of the shares of the Fund.

Also as of that date,  certain  shareholders  of record  owned 5% or more of the
Fund.  Shareholders known by the Fund to own beneficially 5% or more of the Fund
are listed in Table 6 in Appendix B.

From time to time, certain shareholders may own a large percentage of the shares
of the Fund. Accordingly, those shareholders may be able to require the Trust to
hold a shareholder  meeting to vote on certain issues and may be able to greatly
affect (if not  determine)  the outcome of a  shareholder  vote.  As of April 1,
2000, nopersons beneficially or of record owned 25% or more of the shares of the
Fund (or of the Trust) and may not be deemed to control the Fund (or the Trust).
For each person  listed that is a company,  the  jurisdiction  under the laws of
which the company is organized (if  applicable)  and the  company's  parents are
listed.

                                       28
<PAGE>

CONTROLLING PERSON INFORMATION
              LIMITATIONS ON SHAREHOLDERS' AND TRUSTEES' LIABILITY

Delaware  law  provides  that  Fund   shareholders  are  entitled  to  the  same
limitations  of  personal   liability   extended  to   stockholders  of  private
corporations for profit. In the past, the securities  regulators of some states,
however,  have  indicated that they and the courts in their state may decline to
apply  Delaware  law on this  point.  The Trust  Instrument  contains an express
disclaimer of shareholder liability for the debts, liabilities,  obligations and
expenses of the Trust and requires that a disclaimer be given in each bond, note
or contract,  or other undertaking  entered into or executed by the Trust or the
Trustees.  The Trust's Trust Instrument (the document that governs the operation
of the Trust)  provides that the  shareholder,  if held to be personally  liable
solely by reason of being or having seen a shareholder of such series,  shall be
entitled out of the assets the applicable  series'  property to be held harmless
from  and  indemnified  against  all  losses  and  expenses  arising  from  such
liability.  The Trust  Instrument  also provides  that each series  shall,  upon
request,  assume the defense of any claim made against any  shareholder  for any
act or obligation of the series and satisfy any judgment thereon. Thus, the risk
of a shareholder incurring financial loss on account of shareholder liability is
limited to  circumstances  in which Delaware law does not apply,  no contractual
limitation of liability  was in effect,  and the portfolio is unable to meet its
obligations.  FAdS  believes  that,  in view of the  above,  there is no risk of
personal liability to shareholders.

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

                             REGISTRATION STATEMENT

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

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

                              FINANCIAL STATEMENTS

Financial  statements  for the Fund are not  included  because  the Fund had not
commenced  operations  prior  to  the  date  of  this  Statement  of  Additional
Information.

                                       29
<PAGE>


APPENDIX A - DESCRIPTION OF SECURITIES RATINGS


                  CORPORATE BONDS (INCLUDING CONVERTIBLE BONDS)


MOODY'S

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

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

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

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

S&P

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

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

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

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

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

DUFF & PHELPS CREDIT RATING CO.

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

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

                                      A-1
<PAGE>

FITCH

INVESTMENT GRADE

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

                               SHORT TERM RATINGS

MOODY'S

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

  PRIME-1       Issuers  rated  Prime-1  (or  supporting  institutions)  have  a
                superior  ability  for  repayment  of  senior   short-term  debt
                obligations.  Prime-1  repayment ability will often be evidenced
                by many of the following characteristics:

                o    Leading market positions in well-established industries.
                o    High rates of return on funds employed.
                o    Conservative capitalization structure with moderate
                     reliance on debt and ample asset protection.
                o    Broad  margins  in  earnings  coverage  of  fixed financial
                     charges and high internal cash generation.
                o    Well-established access to a range of financial markets and
                     assured sources of alternate liquidity.

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

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

S&P

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

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

                                      A-2
<PAGE>

FITCH

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

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

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



                                      A-3
<PAGE>

APPENDIX B - PERFORMANCE INFORMATION


For the seven-day  period ended XXXX XX, XXXX, the annualized  yield of the Fund
was as follows:


                                          CURRENT YIELD       EFFECTIVE YIELD
DAILY CASH FUND
     Institutional Shares                     X.XX%                X.XX%












                                      B-1
<PAGE>

APPENDIX C - MISCELLANEOUS TABLES

                     TABLE 1 - INVESTMENT ADVISORY FEES ($)
<TABLE>
                    <S>                                <C>                <C>                  <C>
                                                                GROSS FEE           FEE WAIVED         NET FEE PAID
CASH PORTFOLIO
     Year ended August 31, 1999                                  266,660               0                266,660
     Year ended August 31, 1998                                  158,716               0                158,716
     Year ended August 31, 1997                                  72,872               0                 72,872











                                      C-1
<PAGE>


               TABLE 2 - INSTITUTIONAL SHARES RULE 12B-1 FEES ($)

                                                               GROSS FEE           FEE WAIVED         NET FEE PAID
DAILY CASH FUND
     Year ended XXXX XX, XXXX                                      XX                  XX                  0
     Period ended XXXX XX, XXXX                                    0                   0                   0












                                      C-2
<PAGE>


                        TABLE 3 - ADMINISTRATION FEES ($)

                                                               GROSS FEE           FEE WAIVED         NET FEE PAID
CASH PORTFOLIO
     Year ended August 31, 1999                                 385,799                  0              385,799
     Year ended August 31, 1998                                 212,800                  0              212,800
     Year ended August 31, 1997                                  92,652              7,621               85,031
     Year ended August 31, 1996                                  56,125              3,719               52,406

DAILY CASH FUND
     Year ended XXXX XX, XXXX
     Year ended
     Year ended













                                      C-3
<PAGE>


                       TABLE 4 - TRANSFER AGENCY FEES ($)

                                                               GROSS FEE           FEE WAIVED       NET FEE PAID
DAILY CASH FUND
Institutional Shares
     Year ended XXXX XX, XXXX
     Year ended













                                      C-4
<PAGE>


                       TABLE 5 - SHAREHOLDER SERVICE FEES ($)

                                                               GROSS FEE           FEE WAIVED         NET FEE PAID
DAILY CASH FUND
Institutional Shares
     Year ended XXXX XX,XXXX
     Year ended











                                      C-5
<PAGE>


                       TABLE 6 - FUND ACCOUNTING FEES ($)

                                                               GROSS FEE           FEE WAIVED         NET FEE PAID
CASH PORTFOLIO
     Year ended August 31, 1999                                   49,500                    0            49,500
     Year ended August 31, 1998                                   48,000                    0            48,000
     Year ended August 31, 1997                                   48,000                    0            48,000
     Year ended August 31, 1996                                   42,000               14,957            27,043

DAILY CASH FUND
     Year ended XXXX XX, XXXX
     Year ended
     Year ended
</TABLE>












                                      C-6
<PAGE>


                   TABLE 7 - PORTFOLIO HOLDINGS IN DEALERS ($)


                                                                           VALUE
CASH PORTFOLIO











                                      C-7
<PAGE>


                            TABLE 8 - 5% SHAREHOLDERS

As of XXXX XX, 2000, no persons owned,  beneficially or as of record, 5% or more
of the Fund's outstanding shares:

                                  NAME AND ADDRESS        SHARES       % OF FUND
DAILY CASH FUND
Institutional Shares













                                      C-8
<PAGE>

                                     PART C
                                OTHER INFORMATION

ITEM 23.  EXHIBITS


(a)      Copy of the Trust  Instrument of the Registrant dated November 25, 1997
         (Exhibit incorporated by reference as filed in initial N-1A on December
         4, 1997, accession number 0001004402-97-000244).


(b)      Not Applicable.

(c)      See Sections 2.02, 2.04 and 2.06 of the Trust Instrument filed as
         Exhibit (a).


(d)  (1)  Investment   Advisory  Agreement  between  Registrant  and  Forum
          Investment Advisors, LLC dated March 13, 1998 as amended June 29, 1999
          (Exhibit   incorporated  by  reference  as  filed  in   post-effective
          amendment    No.   4   on   April   29,   1999,    accession    number
          0001004402-99-000244).

     (2)  Investment Subadvisory Agreement between Registrant,  Forum Investment
          Advisors,  LLC and PPM  America,  Inc.  dated March 30, 2000  (Exhibit
          incorporated by reference as filed in  post-effective  amendment No. 8
          on April 28, 2000, accession number 0001004402-00-000129).

     (3)  Investment Subadvisory Agreement between Registrant,  Forum Investment
          Advisors,  LLC and Conseco  Capital  Management,  Inc. dated March 13,
          1998  (Exhibit  incorporated  by reference as filed in  post-effective
          amendment   number   4   on   April   29,   1999,   accession   number
          0001004402-99-000244).

     (4)  Investment Subadvisory Agreement between Registrant,  Forum Investment
          Advisors,  LLC and Davis  Hamilton  Jackson & Associates,  L.P.  dated
          March  13,  1998  (Exhibit  incorporated  by  reference  as  filed  in
          post-effective  amendment  No. 4 on April 29, 1999,  accession  number
          0001004402-99-000244).

     (5)  Investment Subadvisory Agreement between Registrant,  Forum Investment
          Advisors,  LLC and The  Northern  Trust  Company  dated March 13, 1998
          (Exhibit   incorporated  by  reference  as  filed  in   post-effective
          amendment    No.   4   on   April   29,   1999,    accession    number
          0001004402-99-000244).

     (e)  Distribution Agreement between Registrant and Forum Fund Services, LLC
          dated as of May 1, 1999 (Exhibit incorporated by reference as filed in
          post-effective  amendment  No. 4 on April 29, 1999,  accession  number
          0001004402-99-000244).


(f)       None.


(g)  (1)  Transfer  Agency and Services  Agreement  between  Registrant  and
          Forum  Shareholder  Services,   LLC  dated  March  13,  1998  (Exhibit
          incorporated by reference as filed in  post-effective  amendment No. 4
          on April 29, 1999, accession number 0001004402-99-000244).

     (2)  Form of Custodian  Agreement  between  Registrant and Investors Bank &
          Trust  Company   (Exhibit   incorporated  by  reference  as  filed  in
          post-effective  amendment  No. 7 on March 1,  2000,  accession  number
          0001004402-00-000158).

(h)  (1)  Administration    Agreement   between   Registrant   and   Forum
          Administrative   Services,   LLC  dated   March  13,   1998   (Exhibit
          incorporated by reference as filed in  post-effective  amendment No. 4
          on April 29, 1999, accession number 0001004402-99-000244).

     (2)  Fund  Accounting  Agreement  between  Registrant and Forum  Accounting
          Services,  LLC dated March 13, 1998 (Exhibit incorporated by reference
          as  filed  in  post-effective  amendment  No.  4 on  April  29,  1999,
          accession number 0001004402-99-000244).

     (3)  Shareholder  Service Agreement between  Registrant and Memorial Group,
          Inc., dated June 29, 1999 (Exhibit  incorporated by reference as filed
          in post-effective  amendment No. 7 on March 1, 2000,  accession number
          0001004402-00-000158).
<PAGE>

     (4)  Securities  Lending Agency Agreement between  Registrant and Investors
          Bank & Trust Company dated January 31, 2000 (Exhibit  incorporated  by
          reference as filed in post-effective amendment No. 7 on March 1, 2000,
          accession number 0001004402-00-000158).

(i)  (1)  Opinion  of  counsel  to  Registrant  (Exhibit   incorporated  by
          reference  as filed in  post-effective  amendment  No. 1 on March  18,
          1998, accession number 0001004402-98- 000197).

     (2)  Consent of Seward & Kissel, LLP (Exhibit  incorporated by reference as
          filed in post-effective  amendment No. 4 on April 29, 1999,  accession
          number 0001004402-99-000244)

(j)       Not Applicable.


(k)       None.


(l)       Investment  Representation  letter of original  purchaser of shares of
          Registrant   (Exhibit   incorporated   by   reference   as   filed  in
          post-effective  amendment  No. 1 on March 18, 1998,  accession  number
          0001004402-98- 000197).

(m)       Rule  12b-1  Plan (  Exhibit  incorporated  by  reference  as filed in
          pre-effective  amendment  No.  2 on March 4,  1998,  accession  number
          0001004402-98-000161).

(n)       18f-3 Plan adopted by Registrant (Exhibit incorporated by reference as
          filed in post-effective  amendment No. 4 on April 29, 1999,  accession
          number 0001004402-99-000244).

(p)  (1)  Code of Ethics  adopted by  Registrant  (Exhibit  incorporated  by
          reference  as filed in  post-effective  amendment  No. 8 on April  28,
          2000, accession number 0001004402-00-000129).

     (2)  Joint Code of Ethics  adopted by Forum  Investment  Advisors,  LLC and
          Forum Fund Services,  LLC (Exhibit  incorporated by reference as filed
          in post-effective  amendment No. 8 on April 28, 2000, accession number
          0001004402-00-000129).

     (3)  Code of Ethics adopted by PPM America,  Inc. (Exhibit  incorporated by
          reference  as filed in  post-effective  amendment  No. 8 on April  28,
          2000, accession number 0001004402-00-000129).

     (4)  Code of Ethics adopted by Conseco Capital  Management,  Inc.  (Exhibit
          incorporated by reference as filed in  post-effective  amendment No. 8
          on April 28, 2000, accession number 0001004402-00-000129).

     (5)  Code of Ethics  adopted by Davis Hamilton  Jackson & Associates,  L.P.
          (Exhibit   incorporated  by  reference  as  filed  in   post-effective
          amendment    No.   8   on   April   28,   2000,    accession    number
          0001004402-00-000129).

     (6)  Code  of  Ethics  adopted  by  The  Northern  Trust  Company  (Exhibit
          incorporated by reference as filed in  post-effective  amendment No. 8
          on April 28, 2000, accession number 0001004402-00-000129).


Other Exhibits:


         Power of Attorney of Jay Brammer (Exhibit  incorporated by reference as
         filed in  post-effective  amendment No. 1 on March 18, 1998,  accession
         number 0001004402-98- 000197).

         Power of Attorney of J.B. Goodwin (Exhibit incorporated by reference as
         filed in  post-effective  amendment No. 1 on March 18, 1998,  accession
         number 0001004402-98- 000197).

         Power of Attorney  of  Christopher  W. Hamm  (Exhibit  incorporated  by
         reference as filed in post-effective amendment No. 1 on March 18, 1998,
         accession number 0001004402-98- 000197).

         Power  of  Attorney  of  Robert  Stillwell  (Exhibit   incorporated  by
         reference as filed in post-effective amendment No. 1 on March 18, 1998,
         accession number 0001004402-98- 000197).

         Power of Attorney of John Y. Keffer (Exhibit  incorporated by reference
         as filed in post-effective amendment No. 1 on March 18, 1998, accession
         number 0001004402-98- 000197).

         Power of Attorney for John Y. Keffer, James C. Cheng, Costas Azariadis
         and J.  Michael  Parish,  Trustees of Core Trust  (Delaware)  (Exhibit
         incorporated by reference as filed in post-effective  amendment No. 15
         to the  registration  statement of Monarch Funds via EDGAR on December
         19, 1997, accession number 0001004402-97-000264).


ITEM 24.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

         None.

ITEM 25.  INDEMNIFICATION

SECTION 10.02 of the Registrant's Trust Instrument provides as follows:

SECTION 10.02  INDEMNIFICATION.

          (a) Subject to the exceptions and limitations  contained in Subsection
          10.02(b):  (i) every  Person who is, or has been, a Trustee or officer
          of the Trust (hereinafter  referred to as a "Covered Person") shall be
          indemnified  by the  Trust  to the  fullest  extent  permitted  by law
          against liability and against all expenses reasonably incurred or paid
          by him in  connection  with any claim,  action,  suit or proceeding in
          which he becomes  involved  as a party or  otherwise  by virtue of his
          being or having been a Trustee or officer and against  amounts paid or
          incurred by him in the  settlement  thereof;  (ii) the words  "claim,"
          "action," "suit," or "proceeding" shall apply to all claims,  actions,
          suits or proceedings  (civil,  criminal or other,  including appeals),
          actual or  threatened  while in office  or  thereafter,  and the words
          "liability"  and  "expenses"   shall  include,   without   limitation,
          attorneys' fees, costs, judgments, amounts paid in settlement,  fines,
          penalties and other liabilities.

          (b) No  indemnification  shall  be  provided  hereunder  to a  Covered
          Person:  (i) who shall have been adjudicated by a court or body before
          which the  proceeding was brought (A) to be liable to the Trust or its
          Shareholders  by reason  of  willful  misfeasance,  bad  faith,  gross
          negligence or reckless disregard of the duties involved in the conduct
          of his office or (B) not to have acted in good faith in the reasonable
          belief that his action was in the best interest of the Trust;  or (ii)
          in the event of a  settlement,  unless there has been a  determination
          that such  Trustee or officer  did not engage in willful  misfeasance,
          bad  faith,  gross  negligence  or  reckless  disregard  of the duties
          involved in the conduct of his office,  (A) by the court or other body
          approving the settlement; (B) by at least a majority of those Trustees
          who are neither Interested Persons of the Trust nor are parties to the
          matter based upon a review of readily available facts (as opposed to a
          full  trial-type  inquiry);  or (C) by written  opinion of independent
          legal  counsel  based  upon a review of  readily  available  facts (as
          opposed to a full trial-type  inquiry);  provided,  however,  that any
          Shareholder may, by appropriate legal proceedings,  challenge any such
          determination by the Trustees or by independent counsel.

          (c) The  rights of  indemnification  herein  provided  may be  insured
          against by policies maintained by the Trust, shall be severable, shall
          not be  exclusive  of or affect any other  rights to which any Covered
          Person may now or hereafter be entitled, shall continue as to a Person
          who has ceased to be a Covered  Person and shall  inure to the benefit
          of the heirs,  executors and administrators of such a Person.  Nothing
          contained herein shall affect any rights to  indemnification  to which
          Trust personnel,  other than Covered Persons, and other Persons may be
          entitled by contract or otherwise under law.

          (d) Expenses in connection with the preparation and  presentation of a
          defense to any claim,  action,  suit or  proceeding  of the  character
          described  in  Subsection  10.02(a) may be paid by the Trust or Series
          from time to time prior to final  disposition  thereof upon receipt of
          an undertaking by or on behalf of such Covered Person that such amount
          will be paid over by him to the  Trust or  Series if it is  ultimately
          determined  that he is not  entitled  to  indemnification  under  this
          Section 10.02; provided,  however, that either (i) such Covered Person
          shall have provided  appropriate  security for such undertaking,  (ii)
          the Trust is insured  against  losses  arising out of any such advance
          payments or (iii)  either a majority of the  Trustees  who are neither
          Interested  Persons  of  the  Trust  nor  parties  to the  matter,  or
          independent legal counsel in a written opinion, shall have determined,
          based  upon a review  of  readily  available  facts (as  opposed  to a
          trial-type  inquiry  or full  investigation),  that there is reason to

<PAGE>

          believe   that  such  Covered   Person  will  be  found   entitled  to
          indemnification under Section 10.02.

Section  4 of the  Investment  Advisory  Agreements  provides  in  substance  as
follows:

SECTION 4.  STANDARD OF CARE

         The Trust shall  expect of the  Adviser,  and the Adviser will give the
         Trust the  benefit  of, the  Adviser's  best  judgment  and  efforts in
         rendering  its  services  to the  Trust,  and as an  inducement  to the
         Adviser's  undertaking  these  services the Adviser shall not be liable
         hereunder  for any  mistake  of  judgment  or in any event  whatsoever,
         except  for lack of good  faith,  breach  of  fiduciary  duty,  willful
         misfeasance,  bad faith or gross  negligence in the  performance of the
         Adviser's  duties  hereunder,  or by reason of the  Adviser's  reckless
         disregard  of its  obligations  and  duties  hereunder  and  except  as
         otherwise provided by law.

Section 3 of the Administration Agreement provides as follows:

SECTION 3.  STANDARD OF CARE AND RELIANCE

         (a)  Forum  shall  be  under  no duty  to take  any  action  except  as
         specifically  set forth herein or as may be  specifically  agreed to by
         Forum in  writing.  Forum  shall use its best  judgment  and efforts in
         rendering the services described in this Agreement.  Forum shall not be
         liable to the Trust or any of the Trust's  shareholders  for any action
         or inaction of Forum relating to any event whatsoever in the absence of
         bad faith,  willful  misfeasance or gross negligence in the performance
         of Forum's duties or  obligations  under this Agreement or by reason of
         Forum's  reckless  disregard of its duties and  obligations  under this
         Agreement.

         (b) The  Trust  agrees  to  indemnify  and  hold  harmless  Forum,  its
         employees, agents, directors,  officers and managers and any person who
         controls  Forum within the meaning of section 15 of the  Securities Act
         or section  20 of the  Securities  Exchange  Act of 1934,  as  amended,
         ("Forum  Indemnitees")  against and from any and all  claims,  demands,
         actions,  suits,  judgments,   liabilities,   losses,  damages,  costs,
         charges, reasonable counsel fees and other expenses of every nature and
         character arising out of or in any way related to Forum's actions taken
         or failures to act with respect to a Fund that are consistent  with the
         standard of care set forth in Section 3(a) or based, if applicable,  on
         good faith reliance upon an item described in Section 3(d) (a "Claim").
         The Trust shall not be required to indemnify any Forum  Indemnitee  if,
         prior to confessing  any Claim against the Forum  Indemnitee,  Forum or
         the  Forum  Indemnitee  does not give the Trust  written  notice of and
         reasonable  opportunity  to defend against the claim in its own name or
         in the name of the Forum Indemnitee.

         (c)  Forum  agrees  to  indemnify  and hold  harmless  the  Trust,  its
         employees,  agents,  trustees and officers against and from any and all
         claims,  demands,  actions,  suits,  judgments,   liabilities,  losses,
         damages, costs, charges,  reasonable counsel fees and other expenses of
         every  nature and  character  arising out of Forum's  actions  taken or
         failures to act with respect to a Fund that are not consistent with the
         standard of care set forth in Section 3(a). Forum shall not be required
         to indemnify  the Trust if, prior to  confessing  any Claim against the
         Trust,  the Trust does not give Forum written  notice of and reasonable
         opportunity  to defend against the claim in its own name or in the name
         of the Trust.

         (d) A Forum  Indemnitee  shall not be liable  for any  action  taken or
         failure to act in good faith reliance upon:

              (i) the advice of the Trust or of  counsel,  who may be counsel to
              the Trust or counsel to Forum, and upon statements of accountants,
              brokers  and other  persons  reasonably  believed in good faith by
              Forum to be experts in the matter upon which they are consulted;
<PAGE>

              (ii)  any  oral  instruction   which  it  receives  and  which  it
              reasonably  believes  in good the  person or  persons  transmitted
              faith authorized by the Board to give such oral instruction. Forum
              shall have no duty or  obligation to make any inquiry or effort of
              certification of such oral instruction;

              (iii) any written  instruction or certified copy of any resolution
              of the Board,  and Forum may rely upon the genuineness of any such
              document  or copy  thereof  reasonably  believed  in good faith by
              Forum to have been validly executed; or

              (iv) any signature,  instruction,  request, letter of transmittal,
              certificate,  opinion of counsel, statement,  instrument,  report,
              notice,  consent,  order, or other document reasonably believed in
              good  faith by Forum to be  genuine  and to have  been  signed  or
              presented by the Trust or other  proper  party or parties;  and no
              Forum  Indemnitee shall be under any duty or obligation to inquire
              into the  validity or  invalidity  or authority or lack thereof of
              any statement, oral or written instruction, resolution, signature,
              request, letter of transmittal,  certificate,  opinion of counsel,
              instrument,  report, notice, consent, order, or any other document
              or instrument which Forum reasonably  believes in good faith to be
              genuine.

              (e)  Forum  shall not be liable  for the  errors of other  service
              providers to the Trust  including the errors of printing  services
              (other than to pursue all  reasonable  claims  against the pricing
              service based on the pricing services'  standard contracts entered
              into by Forum) and errors in information provided by an investment
              adviser  (including  prices and pricing  formulas and the untimely
              transmission of trade information), custodian or transfer agent to
              the Trust.

Sections 7 and 8 of the Distribution Agreement provide:

SECTION 7.  STANDARD OF CARE

         (a) The Distributor shall use its best judgment and reasonable  efforts
         in rendering  services to the Trust under this  Agreement  but shall be
         under no duty to take any  action  except  as  specifically  set  forth
         herein  or as may be  specifically  agreed  to by  the  Distributor  in
         writing. The Distributor shall not be liable to the Trust or any of the
         Trust's  shareholders  for any error of judgment or mistake of law, for
         any loss arising out of any  investment,  or for any action or inaction
         of the Distributor in the absence of bad faith,  willful misfeasance or
         gross  negligence in the  performance  of the  Distributor's  duties or
         obligations  under  this  Agreement  or by reason or the  Distributor's
         reckless disregard of its duties and obligations under this Agreement

         (b) The Distributor shall not be liable for any action taken or failure
         to act in good faith reliance upon:

              (i) the advice of the Trust or of counsel,  who may be counsel to
              the Trust or counsel to the Distributor;

              (ii)  any  oral  instruction   which  it  receives  and  which  it
              reasonably believes in good faith was transmitted by the person or
              persons authorized by the Board to give such oral instruction (the
              Distributor  shall have no duty or  obligation to make any inquiry
              or effort of certification of such oral instruction);

              (iii) any written  instruction or certified copy of any resolution
              of the Board, and the Distributor may rely upon the genuineness of
              any such  document  or copy  thereof  reasonably  believed in good
              faith by the Distributor to have been validly executed; or

              (iv) any signature,  instruction,  request, letter of transmittal,
              certificate,  opinion of counsel, statement,  instrument,  report,
              notice,  consent,  order, or other document reasonably believed in
              good  faith by the  Distributor  to be  genuine  and to have  been
              signed or presented by the Trust or other proper party or parties;
              and the  Distributor  shall not be under any duty or obligation to

<PAGE>

              inquire  into the  validity or  invalidity  or  authority  or lack
              thereof of any statement, oral or written instruction, resolution,
              signature, request, letter of transmittal, certificate, opinion of
              counsel, instrument,  report, notice, consent, order, or any other
              document or instrument which the Distributor  reasonably  believes
              in good faith to be genuine.

         (c) The Distributor  shall not be responsible or liable for any failure
         or delay in performance of its obligations under this Agreement arising
         out of or caused,  directly or indirectly,  by circumstances beyond its
         reasonable  control  including,  without  limitation,  acts of civil or
         military authority,  national  emergencies,  labor difficulties,  fire,
         mechanical breakdowns, flood or catastrophe, acts of God, insurrection,
         war, riots or failure of the mails,  transportation,  communication  or
         power supply. In addition, to the extent the Distributor's  obligations
         hereunder are to oversee or monitor the  activities  of third  parties,
         the  Distributor  shall not be liable  for any  failure or delay in the
         performance of the Distributor's duties caused, directly or indirectly,
         by the  failure or delay of such  third  parties  in  performing  their
         respective duties or cooperating reasonably and in a timely manner with
         the Distributor.

SECTION 8.  INDEMNIFICATION

         (a) The Trust  will  indemnify,  defend and hold the  Distributor,  its
         employees,  agents,  directors and officers and any person who controls
         the Distributor  within the meaning of section 15 of the Securities Act
         or  section  20 of the 1934 Act  ("Distributor  Indemnitees")  free and
         harmless from and against any and all claims, demands,  actions, suits,
         judgments,  liabilities,  losses, damages,  costs, charges,  reasonable
         counsel  fees  and  other   expenses  of  every  nature  and  character
         (including the cost of investigating or defending such claims, demands,
         actions,  suits or liabilities and any reasonable counsel fees incurred
         in connection  therewith)  which any Distributor  Indemnitee may incur,
         under the Securities Act, or under common law or otherwise, arising out
         of or based  upon any  alleged  untrue  statement  of a  material  fact
         contained in the Registration  Statement or the Prospectuses or arising
         out of or based upon any  alleged  omission  to state a  material  fact
         required  to be  stated in any one  thereof  or  necessary  to make the
         statements in any one thereof not misleading,  unless such statement or
         omission was made in reliance upon, and in conformity with, information
         furnished in writing to the Trust in connection with the preparation of
         the Registration Statement or exhibits to the Registration Statement by
         or on behalf of the Distributor ("Distributor Claims").

         After receipt of the Distributor's  notice of termination under Section
         13(e), the Trust shall indemnify and hold each  Distributor  Indemnitee
         free and harmless  from and against any  Distributor  Claim;  provided,
         that the term  Distributor  Claim for purposes of this  sentence  shall
         mean any  Distributor  Claim  related  to the  matters  for  which  the
         Distributor has requested  amendment to the Registration  Statement and
         for which the Trust has not filed a Required  Amendment,  regardless of
         with respect to such matters  whether any statement in or omission from
         the Registration  Statement was made in reliance upon, or in conformity
         with,  information  furnished  to  the  Trust  by or on  behalf  of the
         Distributor.

         (b) The Trust may assume the defense of any suit brought to enforce any
         Distributor Claim and may retain counsel of good standing chosen by the
         Trust and  approved by the  Distributor,  which  approval  shall not be
         withheld  unreasonably.  The Trust shall advise the Distributor that it
         will assume the defense of the suit and retain  counsel within ten (10)
         days of receipt of the notice of the claim.  If the Trust  assumes  the
         defense of any such suit and retains counsel, the defendants shall bear
         the fees and expenses of any  additional  counsel that they retain.  If
         the  Trust  does  not  assume  the  defense  of any  such  suit,  or if
         Distributor does not approve of counsel chosen by the Trust or has been
         advised  that it may have  available  defenses  or claims  that are not
         available to or conflict with those  available to the Trust,  the Trust
         will reimburse any  Distributor  Indemnitee  named as defendant in such
         suit for the  reasonable  fees and  expenses of any counsel that person
         retains. A Distributor Indemnitee shall not settle or confess any claim
         without the prior written consent of the Trust, which consent shall not
         be unreasonably withheld or delayed.
<PAGE>

         (c) The Distributor  will indemnify,  defend and hold the Trust and its
         several officers and trustees (collectively,  the "Trust Indemnitees"),
         free  and  harmless  from  and  against  any and all  claims,  demands,
         actions,  suits,  judgments,   liabilities,   losses,  damages,  costs,
         charges, reasonable counsel fees and other expenses of every nature and
         character  (including  the  cost of  investigating  or  defending  such
         claims,  demands,  actions,  suits or  liabilities  and any  reasonable
         counsel fees incurred in connection therewith),  but only to the extent
         that such claims,  demands,  actions,  suits,  judgments,  liabilities,
         losses,  damages,  costs,  charges,  reasonable  counsel fees and other
         expenses result from, arise out of or are based upon:

              (i) any alleged  untrue  statement of a material fact contained in
              the  Registration  Statement or Prospectus or any alleged omission
              of a material  fact required to be stated or necessary to make the
              statements  therein not misleading,  if such statement or omission
              was made in reliance  upon,  and in conformity  with,  information
              furnished  to  the  Trust  in  writing  in  connection   with  the
              preparation of the  Registration  Statement or Prospectus by or on
              behalf of the Distributor; or

              (ii)  any  act  of,  or  omission  by,  Distributor  or its  sales
              representatives  that does not conform to the standard of care set
              forth in Section 7 of this Agreement ("Trust Claims").

         (d) The  Distributor  may  assume the  defense  of any suit  brought to
         enforce any Trust Claim and may retain counsel of good standing  chosen
         by the Distributor and approved by the Trust,  which approval shall not
         be withheld  unreasonably.  The Distributor shall advise the Trust that
         it will  assume the defense of the suit and retain  counsel  within ten
         (10) days of receipt of the  notice of the  claim.  If the  Distributor
         assumes  the  defense  of  any  such  suit  and  retains  counsel,  the
         defendants  shall bear the fees and expenses of any additional  counsel
         that they retain. If the Distributor does not assume the defense of any
         such  suit,  or if Trust  does not  approve  of  counsel  chosen by the
         Distributor or has been advised that it may have available  defenses or
         claims that are not  available to or conflict  with those  available to
         the  Distributor,  the Distributor  will reimburse any Trust Indemnitee
         named as defendant in such suit for the reasonable fees and expenses of
         any counsel that person retains. A Trust Indemnitee shall not settle or
         confess any claim without the prior written consent of the Distributor,
         which consent shall not be unreasonably withheld or delayed.

         (e)  The  Trust's  and  the   Distributor's   obligations   to  provide
         indemnification under this Section is conditioned upon the Trust or the
         Distributor   receiving   notice  of  any  action  brought   against  a
         Distributor Indemnitee or Trust Indemnitee, respectively, by the person
         against whom such action is brought  within  twenty (20) days after the
         summons or other first legal process is served. Such notice shall refer
         to the  person or  persons  against  whom the  action is  brought.  The
         failure to provide such notice shall not relieve the party  entitled to
         such  notice  of any  liability  that it may  have  to any  Distributor
         Indemnitee or Trust Indemnitee except to the extent that the ability of
         the  party  entitled  to such  notice to defend  such  action  has been
         materially adversely affected by the failure to provide notice.

         (f) The provisions of this Section and the parties' representations and
         warranties in this Agreement  shall remain  operative and in full force
         and effect regardless of any investigation  made by or on behalf of any
         Distributor  Indemnitee or Trust  Indemnitee and shall survive the sale
         and redemption of any Shares made pursuant to subscriptions obtained by
         the Distributor.  The  indemnification  provisions of this Section will
         inure  exclusively  to  the  benefit  of  each  person  that  may  be a
         Distributor  Indemnitee  or Trust  Indemnitee  at any  time  and  their
         respective  successors and assigns (it being intended that such persons
         be deemed to be third party beneficiaries under this Agreement).

         (g) Each  party  agrees  promptly  to  notify  the  other  party of the
         commencement  of any litigation or proceeding of which it becomes aware
         arising  out of or in any way  connected  with the  issuance or sale of
         Shares.
<PAGE>

         (h) Nothing contained herein shall require the Trust to take any action
         contrary to any  provision of its Organic  Documents or any  applicable
         statute or  regulation  or shall  require the  Distributor  to take any
         action  contrary to any provision of its Articles of  Incorporation  or
         Bylaws or any applicable statute or regulation; provided, however, that
         neither the Trust nor the Distributor may amend their Organic Documents
         or Articles of Incorporation  and Bylaws,  respectively,  in any manner
         that would result in a violation of a  representation  or warranty made
         in this Agreement.

         (i) Nothing contained in this section shall be construed to protect the
         Distributor  against any liability to the Trust or its security holders
         to which the  Distributor  would  otherwise be subject by reason of its
         failure to satisfy the  standard of care set forth in Section 7 of this
         Agreement.


ITEM 26.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

(a)      Forum Investment Advisors, LLC


         The  descriptions of Forum Investment  Advisors,  LLC under the caption
         "Management-Adviser"  in the  Prospectus  and  Statement of  Additional
         Information of this amendment to the Trust's registration statement and
         in the Prospectus and Statement of Additional  Information  relating to
         Government Bond Fund, Corporate Bond Fund, Value Equity Fund and Growth
         Equity Fund,  constituting  certain of Parts A and B, respectively,  of
         post-effective  amendment No. 8 to the Trust's  registration  statement
         (accession number  0001004402-00-0001290) are incorporated by reference
         herein.


         The following are the members of Forum  Investment  Advisors,  LLC, Two
         Portland  Square,  Portland,  Maine  04101,  including  their  business
         connections, which are of a substantial nature.

                           Forum Holdings Corp. I., Member.
                           Forum Trust, LLC, Member.

         Both Forum Holdings Corp. I. and Forum Trust are controlled indirectly
         by John Y. Keffer, President of Forum Trust and Forum Financial Group,
         LLC.  Mr.  Keffer  is  also  a  director  and/or  officer  of  various
         registered  investment companies for which the various Forum Financial
         Group's operating subsidiaries provide services.

         The  following  are the  officers of Forum  Investment  Advisors,  LLC,
         including their business  connections that are of a substantial nature.
         Each officer may serve as an officer of various  registered  investment
         companies for which the Forum Financial Group provides services.

<TABLE>
                         <S>                                     <C>                                <C>
         Name                                 Title                               Business Connection
         .................................... ................................... ..................................
         David I. Goldstein                   Secretary                           Forum Investment Advisors, LLC
                                              ................................... ..................................
                                              General Counsel                     Forum Financial Group, LLC
                                              ................................... ..................................
                                              Officer                             other Forum affiliated companies
         .................................... ................................... ..................................
         Marc D. Keffer                       Assistant Secretary                 Forum Investment Advisors, LLC
                                              ................................... ..................................
                                              Corporate Counsel                   Forum Financial Group, LLC
                                              ................................... ..................................
                                              Officer                             other Forum affiliated companies
</TABLE>

(b)      The Northern Trust Company


         The  descriptions  of The  Northern  Trust  Company  ("NTC")  under the
         caption   "Management-Adviser"  in  the  Prospectus  and  Statement  of
         Additional  Information  relating to Government Bond Fund  constituting
         certain of Parts A and B, respectively, of post-effective amendment No.
         8   to   the   Trust's   registration   statement   (accession   number
         0001004402-00-0001290) are incorporated by reference herein.

<PAGE>

         The  following  are the directors and officers of NTC, 50 South LaSalle
         Street, Chicago, Illinois, 60675, including any business connections of
         a  substantial  nature,  which they have had in the past two (2) fiscal
         years.  Unless  otherwise  indicated,  the  business  address  of  each
         business connection is 50 South LaSalle Street, Chicago, Illinois.
<TABLE>
                         <S>                                     <C>                                <C>
         Name                                 Title                               Business Connection
         .................................... ................................... ..................................
         Duane L. Burnham                     Director                            NTC
                                              ................................... ..................................
                                              Director                            Northern Trust Corporation
                                              ................................... ..................................
                                              Retired Chairman of the Board and   Abbott Laboratories
                                              Chief Executive Officer             150 Field Drive
                                                                                  Suite 160
                                                                                  Lake Forest, Illinois 60045
                                              ................................... ..................................
                                              Director                            Sara Lee Corporation
                                                                                  3 First National Plaza
                                                                                  Chicago, Illinois 60602
         .................................... ................................... ..................................
         Dolores E. Cross                     Director                            NTC
                                              ................................... ..................................
                                              Director                            Northern Trust Corporation
                                              ................................... ..................................
                                              President (6/99)                    Morris Brown College
                                                                                  Administration Building, 2nd Fl
                                                                                  643 Martin Luther King, Jr. Dr.
                                                                                  Atlanta, Georgia 30314
                                              ................................... ..................................
                                              GE Fund Distinguished Professor     The Graduate School and
                                              of Leadership and Diversity -       University Center
                                              July 1998 to June 1999              The City University of NY
                                                                                  33 W 42nd Street, Room 1400N
                                                                                  New York, New York 10036
                                              ................................... ..................................
                                              Former President, GE Fund           General Electric Company
                                                                                  3135 Easton Turnpike
                                                                                  Fairfield, Connecticut 06432
                                              ................................... ..................................
                                              Chicago State University            Former President
                                              95th Street at King Drive
                                              Chicago, Illinois 60643
         .................................... ................................... ..................................
         Susan Crown                          Director                            NTC
                                              ................................... ..................................
                                              Director                            Northern Trust Corporation
                                              ................................... ..................................
                                              Vice President                      Henry Crown and Company
                                                                                  222 N. LaSalle Street
                                                                                  Suite 2000
                                                                                  Chicago, IL 60601
                                              ................................... ..................................
                                              Director                            Baxter International, Inc.
                                                                                  One Baxter Parkway
                                                                                  Deerfield, Illinois 60015
                                              ................................... ..................................
                                              Director                            Illinois Tool Works, Inc.
                                                                                  3600 W. Lake Avenue
                                                                                  Glenview, Illinois 60025
         .................................... ................................... ..................................
         John R. Goodwin                      Senior Vice President               NTC
                                              ................................... ..................................
                                              Director, Managing Director and     NTQA
                                              Chief Investment Officer
         .................................... ................................... ..................................
<PAGE>
         .................................... ................................... ..................................
         Robert S. Hamada                     Director                            NTC
                                              ................................... ..................................
                                              Director                            Northern Trust Corporation
                                              ................................... ..................................
                                              Dean, Edward Eagle Brown            University of Chicago Graduate
                                              Distinguished Service Professor     School of Business
                                              of Finance                          1101 East 58th Street
                                                                                  Chicago, Illinois 60637
                                              ................................... ..................................
                                              Director                            A.M. Castle & Co.
                                                                                  3400 North Wolf Road
                                                                                  Franklin Park, Illinois 60131
                                              ................................... ..................................
                                              Director                            Chicago Board of Trade
                                                                                  141 West Jackson Boulevard
                                                                                  Chicago, Illinois 60604
         .................................... ................................... ..................................
         Barry G. Hastings                    President, Chief Operating          NTC
                                              Officer and Director
                                              ................................... ..................................
                                              President, Chief Operating          Northern Trust Corporation
                                              Officer and Director
                                              ................................... ..................................
                                              Director                            Northern Trust of Florida
                                                                                  Corporation
                                                                                  700 Brickell Avenue
                                                                                  Miami, Florida 33131
                                              ................................... ..................................
                                              Director                            Northern Trust of California
                                                                                  Corporation,
                                                                                  355 S. Grand Avenue
                                                                                  Los Angeles, California 90017
                                              ................................... ..................................
                                              Vice Chairman of the Board &        Northern Trust of Florida
                                              Director                            Corporation, 700 Brickell
                                                                                  Avenue, Miami, FL 33131
                                              ................................... ..................................
                                              Director                            Nortrust Realty Management, Inc.
         .................................... ................................... ..................................
         Robert A. Helman                     Director                            NTC
                                              ................................... ..................................
                                              Director                            Northern Trust Corporation
                                              ................................... ..................................
                                              Partner                             Mayer, Brown & Platt
                                                                                  190 S. LaSalle Street, 38th Fl.
                                                                                  Chicago, Illinois 60603
                                              ................................... ..................................
                                              Governor                            Chicago Stock Exchange
                                                                                  One Financial Plaza
                                                                                  440 S. LaSalle Street
                                                                                  Chicago, Illinois 60605
                                              ................................... ..................................
                                              Director                            TC PipeLines GP
                                                                                  TransCanada PipeLines Tower
                                                                                  111 - 5th Avenue S.W.
                                                                                  Calgary, Alberta, Canada T2P 3Y6
                                              ................................... ..................................
                                              Director                            Dreyer's Grand Ice Cream, Inc.
                                                                                  5929 College Avenue
                                                                                  Oakland, California 94618
                                              ................................... ..................................
                                              Director                            Brambles USA, Inc.
                                                                                  400 N. Michigan Avenue
                                                                                  Chicago, IL 60611
         .................................... ................................... ..................................
<PAGE>
         .................................... ................................... ..................................
         Arthur L. Kelly                      Director                            NTC
                                              ................................... ..................................
                                              Director                            Northern Trust Corporation
                                              ................................... ..................................
                                              Managing Partner                    KEL Enterprises L.P.
                                                                                  Two First National Plaza
                                                                                  20 S. Clark Street, Suite 2222
                                                                                  Chicago, Illinois 60603
                                              ................................... ..................................
                                              Director                            Bayerische Motoren Werke (BMW)
                                                                                  A.G. BMW Haus
                                                                                  Petuelring 130
                                                                                  Postfach 40 02 40
                                                                                  D-8000
                                                                                  Munich 40 Germany
                                              ................................... ..................................
                                              Director                            Deere & Company
                                                                                  John Deere Road
                                                                                  Moline, IL 61265
                                              ................................... ..................................
                                              Director                            Thyssen-Krupp Industries AG
                                                                                  Am Thyssenhaus 1
                                                                                  45128 Essen
                                                                                  Germany
                                              ................................... ..................................
                                              Director                            Snap-on Incorporated
                                                                                  2801 80th Street
                                                                                  Kenosha, Wisconsin 53140
         .................................... ................................... ..................................
         Frederick A. Krehbiel                Director                            NTC
                                              ................................... ..................................
                                              Director                            Northern Trust Corporation
                                              ................................... ..................................
                                              Chairman, Chief Executive Officer   Molex Incorporated
                                              and Director                        2222 Wellington Court
                                                                                  Lisle, Illinois 60532-1682
                                              ................................... ..................................
                                              Director                            DeVry, Inc.
                                                                                  One Tower Lane
                                                                                  Oakbrook Terrace, Illinois 60181
                                              ................................... ..................................
                                              Director                            Tellabs, Inc.
                                                                                  4951 Indiana Avenue
                                                                                  Lisle, Illinois 60532
         .................................... ................................... ..................................
         Robert A. LaFleur                    Senior Vice President               NTC
         .................................... ................................... ..................................
         James J. Mitchell, III               President - Worldwide Operations    NTC
                                              and Technology and Executive Vice
                                              President
                                              ................................... ..................................
                                              Director                            The Northern Trust Company of
                                                                                  New York
                                                                                  40 Broad Street, 8th Fl.
                                                                                  New York, New York 10004
         .................................... ................................... ..................................
<PAGE>
         .................................... ................................... ..................................
         William G. Mitchell                  Director                            NTC
                                              ................................... ..................................
                                              Director                            Northern Trust Corporation
                                              ................................... ..................................
                                              Director                            Peoples Energy Corporation
                                                                                  122 South Michigan Avenue
                                                                                  Chicago, Illinois 60603
                                              ................................... ..................................
                                              Director                            The Sherwin-Williams Company
                                                                                  101 Prospect Avenue, N.W.
                                                                                  Cleveland, Ohio 44115-1075
         .................................... ................................... ..................................
         Edward J. Mooney                     Director                            NTC
                                              ................................... ..................................
                                              Director                            Northern Trust Corporation
                                              ................................... ..................................
                                              Chairman, Chief Executive           Nalco Chemical Company
                                              Officer, President and Director     One Nalco Center
                                                                                  Naperville, Illinois 60563-1198
                                              ................................... ..................................
                                              Director                            FMC Corporation
                                                                                  200 East Randolph
                                                                                  Chicago, IL 60601
         .................................... ................................... ..................................
         William A. Osborn                    Chairman and Chief Executive        NTC
                                              Officer
                                              ................................... ..................................
                                              Director                            Northern Trust Corporation
                                              ................................... ..................................
                                              Director                            NICOR, Inc.
                                                                                  1844 Ferry Road
                                                                                  Naperville, Illinois 60566
                                              ................................... ..................................
                                              Director                            Nortrust Realty Management Inc.
                                              ................................... ..................................
                                              Director                            Northern Futures Corporation
         .................................... ................................... ..................................
         Sheila A. Penrose                    President - Corporate and           NTC
                                              Institutional Services and
                                              Executive Vice President
                                              ................................... ..................................
                                              Director                            Northern Trust Global Advisors,
                                                                                  Inc.
                                                                                  29 Federal Street
                                                                                  Stamford, Connecticut 06901
                                              ................................... ..................................
                                              Manager                             Northern Trust Retirement
                                                                                  Consulting
                                                                                  400 Perimeter Center Terrace
                                                                                  Suite 850
                                                                                  Atlanta, Georgia 30346
                                              ................................... ..................................
                                              Director                            NTQA
         .................................... ................................... ..................................
         Perry R. Pero                        Vice Chairman and Chief Financial   NTC
                                              Officer
                                              ................................... ..................................
                                              President and Director              Northern Futures Corporation
                                              ................................... ..................................
                                              President and Director              Northern Investment Corporation
                                              ................................... ..................................
                                              Director                            Northern Trust Global Advisors,
                                                                                  Inc.
                                                                                  29 Federal Street
                                                                                  Stamford, Connecticut 06901
                                              ................................... ..................................
                                              Director                            Northern Trust Securities, Inc.
                                              ................................... ..................................
                                              Director                            Nortrust Realty Management, Inc.
                                              ................................... ..................................
                                              Director                            NTQA
         .................................... ................................... ..................................
         Stephen N. Potter                    Senior Vice President               NTC
                                              ................................... ..................................
                                              Director, Managing Director         NTQA
         .................................... ................................... ..................................
<PAGE>
         .................................... ................................... ..................................
         Peter L. Rossiter                    Executive Vice President and        NTC
                                              General Counsel
         .................................... ................................... ..................................
         Harold B. Smith                      Director                            NTS
                                              ................................... ..................................
                                              Director                            Northern Trust Corporation
                                              ................................... ..................................
                                              Chairman of the Executive           Illinois Tool Works Inc.
                                              Committee and Director              3600 West Lake Avenue
                                                                                  Glenview, IL 60025-5811
                                              ................................... ..................................
                                              Director                            W. W. Grainger, Inc.
                                                                                  5500 West Howard Street
                                                                                  Skokie, IL 60077
                                              ................................... ..................................
                                              Trustee                             Northwestern Mutual Life
                                                                                  Insurance Company
                                                                                  720 East Wisconsin Avenue
                                                                                  Milwaukee, Wisconsin 53202
         .................................... ................................... ..................................
         William D. Smithburg                 Director                            NTC
                                              ................................... ..................................
                                              Director                            Northern Trust Corporation
                                              ................................... ..................................
                                              Retired Chairman, President and     The Quaker Oats Company
                                              Chief Executive Officer             321 North State Street
                                                                                  Chicago, Illinois 60610
                                              ................................... ..................................
                                              Director                            Abbott Laboratories
                                                                                  One Abbott Park Road
                                                                                  Abbott Park, Illinois 60675
                                              ................................... ..................................
                                              Director                            Corning Incorporated
                                                                                  Corning, NY 14831
                                              ................................... ..................................
                                              Trustee                             Prime Capital Corporation
                                                                                  10275 West Higgins Road
                                                                                  Suite 200
                                                                                  Rosemont, Illinois 60018
         .................................... ................................... ..................................
         James M. Snyder                      Executive Vice President            NTC
                                              ................................... ..................................
                                              Director                            Northern Trust Global Advisors,
                                                                                  Inc.
                                                                                  29 Federal Street
                                                                                  Stamford, Connecticut 06901
                                              ................................... ..................................
                                              Chairman CEO and Director           NTQA
         .................................... ................................... ..................................
         Bide L. Thomas                       Director                            NTC

                                              ................................... ..................................
                                              Director                            Northern Trust Corporation
                                              ................................... ..................................
                                              Director                            MYR Group Inc.
                                                                                  (formerly L.E. Myers Company)
                                                                                  2550 West Golf Road
                                                                                  Rolling Meadows, Illinois 60008
                                              ................................... ..................................
                                              Director                            R. R. Donnelley & Sons Company
                                                                                  77 West Wacker Drive
                                                                                  Chicago, Illinois 60601
         .................................... ................................... ..................................
<PAGE>
         .................................... ................................... ..................................
         Stephen B. Timbers                   President - Northern Trust Global   NTC
                                              Investments and Executive Vice
                                              President
                                              ................................... ..................................
                                              Director                            Northern Trust Global Advisors,
                                                                                  Inc.
                                                                                  29 Federal Street
                                                                                  Stamford, Connecticut 06901
                                              ................................... ..................................
                                              Former President and CEO            Zurich-Kemper Investments
                                                                                  222 Riverside Plaza
                                                                                  Chicago, Illinois 60606
                                              ................................... ..................................
                                              Director                            LTV Steel Company
                                                                                  200 Public Square
                                                                                  Cleveland, Ohio 44114-2308
                                              ................................... ..................................
                                              Director                            NTQA
                                              ................................... ..................................
                                              President and Director              Northern Investment Management
                                                                                  Company
         .................................... ................................... ..................................
         Jeffrey H. Wessel                    Executive Vice President            NTC
                                              ................................... ..................................
                                              President and Director              NTQA
                                              ................................... ..................................
                                              Director                            Northern Trust Global Advisors,
                                                                                  Inc.
                                                                                  29 Federal Street
                                                                                  Stamford, Connecticut 06901
                                              ................................... ..................................
                                              Manager                             Northern Trust Retirement
                                                                                  Consulting
                                                                                  401 Perimeter Center Terrace
                                                                                  Suite 850
                                                                                  Atlanta, Georgia 30346
</TABLE>

(c)      Conseco Capital Management, Inc


         The descriptions of Conseco Capital Management, Inc., ("CCM") under the
         caption   "Management-Adviser"  in  the  Prospectus  and  Statement  of
         Additional  Information  relating to Corporate  Bond Fund  constituting
         certain of Parts A and B, respectively, of post-effective amendment No.
         8   to   the   Trust's   registration   statement   (accession   number
         0001004402-00-0001290) are incorporated by reference herein.



         The  following  are  the  directors  and  officers  of  CCM,  11825  N.
         Pennsylvania  Street,  Carmel,  Indiana  46032,  including any business
         connections  of a substantial  nature,  which they have had in the past
         two (2) fiscal years. Unless otherwise  indicated,  the address of each
         company listed is 11825 N. Pennsylvania Street, Carmel, Indiana 46032.
<TABLE>
                         <S>                                     <C>                                <C>
         Name                                 Title                               Business Connection
         .................................... ................................... ..................................
         Nora Ann Bammann                     Vice President                      CCM
         .................................... ................................... ..................................
         Maxwell Bublitz                      President, Chief Executive          CCM
                                              Officer and Director
         .................................... ................................... ..................................
         Andrew S. Chow                       Vice President                      CCM
         .................................... ................................... ..................................
         Rollin M. Dick                       Director                            CCM
                                              ................................... ..................................
                                              Executive Officer and Director      Various affiliates of Conseco,
                                                                                  Inc.
                                              ................................... ..................................
                                              Director                            Brightpoint, Inc.
                                                                                  6042 Corporate Drive
                                                                                  Indianapolis, Indiana 46278
         .................................... ................................... ..................................
         John Robert Kline                    Chief Financial Officer,            CCM
                                              Treasurer and Vice President
         .................................... ................................... ..................................
<PAGE>
         .................................... ................................... ..................................
         Thomas Meyers                        Senior Vice President, Director     CCM
                                              of Marketing
                                              ................................... ..................................
                                              Senior Vice President               Conseco Mortgage Capital, Inc.
         .................................... ................................... ..................................
         Thomas J. Pence                      Senior Vice President               CCM
         .................................... ................................... ..................................
         See Yeng Quek                        Vice President                      CCM
         .................................... ................................... ..................................
         Gregory Hahn                         Senior Vice President, Portfolio    CCM
                                              Manager
         .................................... ................................... ..................................
         William P. Kovacs                    Director, Vice President, Chief     CCM
                                              Compliance Officer and Secretary
                                              ................................... ..................................
                                              Director, Vice President and        Conseco Equity Sales, Inc.
                                              Secretary
                                              ................................... ..................................
                                              Director, Vice President and        Conseco Securities, Inc.
                                              Secretary
         .................................... ................................... ..................................
         John R. Kline                        Vice President, Finance and         CCM
                                              Treasurer
                                              ................................... ..................................
                                              Vice President, Corporate Finance   Conseco Services, LLC
         .................................... ................................... ..................................
         Jude T. Driscoll                     Vice President, Portfolio           CCM
                                              Management and Trading
                                              ................................... ..................................
                                              Trader                              Previously, Nations Bank,
                                                                                  Charlotte, North Carolina
         .................................... ................................... ..................................
         Todd C. Thompson                     Second Vice President               CCM
                                              ................................... ..................................
                                              Assistant Investment Officer        Previously, Public Employees
                                                                                  Retirement Systems of Ohio
         .................................... ................................... ..................................
         William T. Lissenden                 Director of Research                CCM
                                              ................................... ..................................
                                              Director, Taxable Fixed Income      Previously, Prudential
                                              Research and Product Management     Securities, Inc., New York, New
                                                                                  York
                                              ................................... ..................................
</TABLE>

         Information  as to the officers and directors of CCM is included in its
         current  Form ADV filed with the SEC and is  incorporated  by reference
         herein.

(d)      Davis Hamilton Jackson & Associates, L.P.


         The descriptions of Davis Hamilton Jackson & Associates, L.P., ("DHJA")
         under the caption  "Management-Adviser" in the Prospectus and Statement
         of Additional  Information  relating to Growth Equity Fund constituting
         certain of Parts A and B, respectively, of post-effective amendment No.
         8   to   the   Trust's   registration   statement   (accession   number
         0001004402-00-0001290) are incorporated by reference herein.


         The  following  are the  directors  and  officers  of DHJA Two  Houston
         Center,  909 Fannin,  Suite 550,  Houston,  Texas 77010,  including any
         business connections of a substantial nature which they have had in the
         past two (2) fiscal years.
<TABLE>
                         <S>                                     <C>                                <C>
         Name                                 Title                                Business Connection
         .................................... .................................... .................................
         Jack R. Hamilton                     President and Limited Partner        DHJA
         .................................... .................................... .................................
         Robert C. Davis                      Secretary and Limited Partner        DHJA
         .................................... .................................... .................................
         Alfred Jackson                       Limited Partner                      DHJA
         .................................... .................................... .................................
         Carla J. Evans                       Vice President - Administration      DHJA
         .................................... .................................... .................................
         Jeffrey L. Sarff                     Chief Operating Officer and          DHJA
                                              Limited Partner
         .................................... .................................... .................................
         J. Patrick Clegg                     Limited Partner                      DHJA
         .................................... .................................... .................................
         James P. Webb                        Limited Partner                      DHJA
         .................................... .................................... .................................
         Catherine S. Woodruff                Limited Partner                      DHJA
         .................................... .................................... .................................
</TABLE>
<PAGE>

(e)      PPM America, Inc.


         The  descriptions  of PPM  America,  Inc.  ("PPM")  under  the  caption
         "Management-Adviser"  in the  Prospectus  and  Statement of  Additional
         Information  relating to Value  Equity  Fund,  constituting  certain of
         Parts A and B, respectively,  of post-effective  amendment No. 8 to the
         Trust's       registration       statement       (accession      number
         0001004402-00-0001290)are incorporated by reference herein.


         The  following  are the  directors and officers of PPM, 225 West Wacker
         Drive,  Suite 1200,  Chicago,  Illinois  60606,  including any business
         connections  of a substantial  nature,  which they have had in the past
         two (2) years. Unless otherwise indicated,  the address of each company
         listed is 225 West Wacker Drive, Suite 1200, Chicago, Illinois 60606
<TABLE>
                         <S>                                     <C>                                <C>
         Name                                 Title                               Business Connection
         .................................... ................................... ...................................
         Russell William Swanson              President and Director              PPM
         .................................... ................................... ...................................
         Mark Bernard Mandich                 Executive Vice President,           PPM
                                              Secretary, Chief Compliance
                                              Officer and Director
         .................................... ................................... ...................................
         Fred John Stark III                  Executive Vice President,           PPM
                                              Secretary, Counsel and Director
</TABLE>

ITEM 27.  PRINCIPAL UNDERWRITERS

(a)      Forum  Fund  Services,   LLC,  Registrant's   underwriter,   serves  as
         underwriter for the following investment companies registered under the
         Investment Company Act of 1940, as amended:

         The Cutler Trust
         Forum Funds
         Monarch Funds
         Sound Shore Fund, Inc.
         TrueCrossing Funds

(b)      The  following  officers  of Forum  Fund  Services,  LLC,  Registrant's
         underwriter,  hold  the  following  positions  with  registrant.  Their
         business address is Two Portland Square, Portland, Maine 04101.
<TABLE>
                    <S>                                     <C>                                <C>
         Name                           Position with Underwriter             Position with Registrant
         .............................. ..................................... ....................................
         Ronald H. Hirsch               Treasurer                             Vice President and Treasurer
         .............................. ..................................... ....................................
         John Y. Keffer                 Director                              Trustee
         .............................. ..................................... ....................................
</TABLE>

(c)      Not Applicable.

ITEM 28.  LOCATION OF ACCOUNTS AND RECORDS

The  majority  of  the  accounts,  books  and  other  documents  required  to be
maintained by Section 31(a) of the Investment  Company Act of 1940 and the Rules
thereunder are maintained at the offices of Forum Administrative  Services,  LLC
and Forum Shareholder Services, LLC, Two Portland Square, Portland, Maine 04101.
The records  required to be maintained  under Rule  31a-1(b)(1)  with respect to
journals of receipts and deliveries of securities and receipts and disbursements
of cash are maintained at the offices of the Registrant's  custodian,  Investors
Bank & Trust Company,  200 Clarendon Street,  Boston,  Massachusetts  02116. The
records  required  to be  maintained  under  Rule  31a-1(b)(5),  (6) and (9) are
maintained at the offices of the Registrant's  adviser or subadviser,  as listed
in Item 26 hereof.

ITEM 29.  MANAGEMENT SERVICES

         Not Applicable.

ITEM 30.  UNDERTAKINGS

         None.



<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, as amended,  and the
Investment Company Act of 1940, as amended,  the Registrant has duly caused this
amendment  to its  registration  statement  to be  signed  on its  behalf by the
undersigned, duly authorized in the City of Portland, State of Maine on July 21,
2000.


                                                MEMORIAL FUNDS

                                                Christopher W. Hamm, President

                                                /s/ Christopher W. Hamm



Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
registration  statement has been signed below by the  following  persons on July
21, 2000.


(a)      Principal Executive Officer

         /s/ Christopher W. Hamm
         Christopher W. Hamm, President

(b)      Principal Financial Officer

         /s/ Ronald H. Hirsch
         Ronald H. Hirsch, Treasurer

(c)      All of the Trustees

         /s/ Christopher W. Hamm
         Christopher W. Hamm, Trustee

         /s/ John Y. Keffer
         John Y. Keffer, Trustee

         Jay Brammer, Trustee*
         J.B. Goodwin, Trustee*
         Robert Stillwell, Trustee*

         By: /s/ David I. Goldstein
         David I. Goldstein, Attorney-in-Fact*

         *  Pursuant  to  powers of  attorney  filed as Other  Exhibits  to this
Registration Statement.


<PAGE>



                                   SIGNATURES

On behalf of Core Trust  (Delaware),  being duly authroized,  I have duly caused
this  amendment to the  Registration Statement of Memorial Funds to be signed in
the City of Portland, State of Maine on July 21, 2000.

                                                CORE TRUST (DELAWARE)

                                                By: /s/ John Y. Keffer
                                                        John Y. Keffer

On behalf of Core Trust (Delaware), this amendment to the Registration Statement
of  Memorial  Funds  has been  signed  below  by the  following  persons  in the
capacitities indicated on July 21, 2000.

(a)      Principal Executive Officer

         /s/ John Y. Keffer
         John Y. Keffer, Chairman and President

(b)      Principal Financial Officer

         /s/ Ronald H. Hirsch
         Ronald H. Hirsch, Treasurer

(c)      All of the Trustees

         /s/ John Y. Keffer
         John Y. Keffer, Chairman

         Costas Azariadis, Trustee
         J. Michael Parish, Trustee
         James C. Cheng, Trustee

         By: /s/ John Y. Keffer
         John Y. Keffer, Attorney-in-Fact*

         *  Pursuant  to  powers of  attorney  filed as an Exhibit  to this
Registration Statement.


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