<PAGE>
As filed with the Securities and Exchange Commission on December 31, 1996
File No. 2-67052
File No. 811-3023
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 41
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 41
---------------------------------------------
FORUM FUNDS
(Formerly Forum Funds, Inc.)
(Exact Name of Registrant as Specified in its Charter)
Two Portland Square, Portland, Maine 04101
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code: 207-879-1900
---------------------------------------------
Max Berueffy, Esq.
Forum Financial Services, Inc.
Two Portland Square, Portland, Maine 04101
(Name and Address of Agent for Service)
Copies of Communications to:
Anthony C.J. Nuland, Esq.
Seward & Kissel
1200 G Street, N.W.
Washington, D.C. 20005
---------------------------------------------
It is proposed that this filing will become effective:
immediately upon filing pursuant to Rule 485, paragraph (b)
-----
X on January 1, 1997 pursuant to Rule 485, paragraph (b)
-----
60 days after filing pursuant to Rule 485, paragraph (a)(i)
-----
on August 1, 1996 pursuant to Rule 485, paragraph (a)(i)
-----
75 days after filing pursuant to Rule 485, paragraph (a)(ii)
-----
on [ ] pursuant to Rule 485, paragraph (a)(ii)
-----
this post-effective amendment designates a new effective date for a
----- previously filed post-effective amendment
Registrant has registered an indefinite number of shares of beneficial interest
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. Accordingly, no fee is payable herewith. Registrant filed
a Rule 24f-2 notice for its most recent fiscal year ended March 31, 1996, on May
29, 1996.
<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 404(c))
PART A
(Prospectus offering Shares of Value Equity Fund, International Equity Fund,
Restricted Maturity Fund and Opportunistic Bond Fund)
Form N-1A Location in Prospectus
Item No. (Caption)
- --------- ----------------------
Item 1. Cover Page: Cover Page
Item 2. Synopsis: Prospectus Summary
Item 3. Condensed Financial
Information: Not Applicable
Item 4. General Description
of Registrant: Prospectus Summary; Investment
Objectives and Policies; Other
Information
Item 5. Management of the Fund: Prospectus Summary; Management
Item 6. Capital Stock and
Other Securities: Investment Objectives and
Policies; Dividends and Tax
Matters; Other Information -
The Trust and Its Shares
Item 7. Purchase of Securities
Being Offered: Purchases and Redemptions of
Shares; Other Information -
Determination of Net Asset
Value; Management
Item 8. Redemption or Repurchase
of Shares: Purchases and Redemptions of
Shares
Item 9. Pending Legal Proceedings: Not Applicable
<PAGE>
PART B
(SAI offering Shares of Value Equity Fund, International Equity Fund,
Restricted Maturity Fund and Opportunistic Bond Fund)
Location in Statement
Form N-1A of Additional Information
Item No. (Caption)
- --------- ----------------------------
Item 10. Cover Page: Cover Page
Item 11. Table of Contents: Cover Page
Item 12. General Information and History: Management; Other Matters
Item 13. Investment Objectives and
Policies: Investment Policies,
Investment Limitations
Item 14. Management of the Registrant: Management
Item 15. Control Persons and
Principal Holders of
Securities: Other Matters
Item 16. Investment Advisory
and Other Services: Management; Other Matters -
Custodian, Counsel, Auditors
Item 17. Brokerage Allocation
and Other Practices: Portfolio Transactions
Item 18. Capital Stock and
Other Securities: Determination of Net Asset
Value
Item 19. Purchase, Redemption and
Pricing of Securities Being
Offered: Determination of Net Asset
Value; Additional Purchase and
Redemption Information
Item 20. Tax Status: Tax Matters
Item 21. Underwriters: Management
Item 22. Calculation of
Performance Data: Performance Data
<PAGE>
Item 23. Financial Statements: Not Applicable
<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 404(C))
PART A
(All other Prospectuses)
Not Applicable in this Filing
<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 404(C))
PART B
(All other SAIs)
Not Applicable in this Filing
<PAGE>
THE QUADRA FUNDS
QUADRA LIMITED MATURITY TREASURY FUND
QUADRA VALUE EQUITY FUND
QUADRA INTERNATIONAL EQUITY FUND
QUADRA OPPORTUNISTIC BOND FUND
FUND INFORMATION,
ACCOUNT INFORMATION AND
SHAREHOLDER SERVICES:
QUADRA Capital Partners, L.P.
270 Congress Street
Boston, Massachusetts 02210
617.426.0900
800.595.9291
PROSPECTUS
January 1, 1997
- --------------------------------------------------------------------------------
This Prospectus offers shares of the QUADRA Limited Maturity Treasury Fund,
QUADRA Value Equity Fund, QUADRA International Equity Fund, and QUADRA
Opportunistic Bond Fund (each a "Fund" and collectively the "Funds"). The Funds
are each diversified portfolios of Forum Funds (the "Trust"), a registered,
open-end, management investment company.
This prospectus contains important information about the Trust,
the Funds and their investments, and the services available to their
shareholders that a prospective investor should know before investing.
PLEASE READ IT BEFORE INVESTING IN ANY OF THE FUNDS, AND RETAIN IT FOR FUTURE
REFERENCE.
The Trust has filed with the Securities and Exchange Commission a Statement of
Additional Information dated January 1, 1997 ("SAI"). It contains more detailed
information about the Funds and the Trust and is incorporated into this
Prospectus by reference. The SAI is available along with other related materials
for reference on the SEC's Internet Web Site (http://www.sec.gov). To obtain a
free copy of the SAI, please call The QUADRA Funds at 800.595.9291.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information contained in this Prospectus.
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives and policies of the Funds are described more fully
in this prospectus under "Investment Objectives and Policies."
QUADRA LIMITED MATURITY TREASURY FUND seeks a high level of income with
maximum credit protection and moderate fluctuation in principal value by
investing primarily in a portfolio of U.S. Treasury bills and notes maturing
within 5 years.
QUADRA VALUE EQUITY FUND seeks capital appreciation by investing primarily
in a diversified portfolio of common and preferred stock and securities
convertible into common stock and preferred stock.
QUADRA INTERNATIONAL EQUITY FUND seeks long term capital appreciation by
investing, directly or indirectly, in companies based outside the United States.
QUADRA OPPORTUNISTIC BOND FUND seeks total return, consistent with prudent
investment risk, by investing primarily in a portfolio of domestic and foreign
debt securities.
RISK FACTORS AND INVESTMENT CONSIDERATIONS
There can be no assurance that any of the Funds will achieve its investment
objective, and each Fund's net asset value and total return will fluctuate based
upon changes in the value of its portfolio securities. Upon redemption, an
investment in a Fund may be worth more or less than its original value.
All investments made by the Funds entail some risk. Certain investments and
investment techniques, however, entail additional risks, such as the potential
use of leverage by certain Funds through borrowings or securities lending. For
more information about the risks of investing in the Funds, please see
"Investment Objectives and Policies," "Additional Investment Practices" and
"Appendix A: Investments, Investment Strategies and Risk Considerations."
The QUADRA VALUE EQUITY FUND invests in securities that its investment
advisers believe may be undervalued by the market. This investment policy
entails certain risks in addition to those normally associated with investment
in equity securities, such as the potential for a high degree of volatility and
price fluctuations. See "Investment Objectives and Policies."
The QUADRA INTERNATIONAL EQUITY FUND and the QUADRA OPPORTUNISTIC BOND FUND
each invest in the securities of foreign issuers, including issuers domiciled in
countries with smaller, emerging capital markets, and may invest a significant
portion of their assets in securities denominated in currencies other than U.S.
dollars. Investments in such securities involve certain risks not associated
with domestic investing, including fluctuations in foreign exchange rates,
uncertain political and economic developments, and the possible imposition of
exchange controls or other foreign laws or restrictions. See "Investment
Objectives and Policies - Considerations and Risks of Investments in Foreign
Securities."
Normally, the value of the investments made by the QUADRA LIMITED MATURITY
TREASURY FUND and the QUADRA OPPORTUNISTIC BOND FUND will vary inversely with
changes in interest rates. In addition, the Quadra Opportunistic Bond Fund's
investments are subject to "credit risk," which is the risk that an issuer of
securities that the Fund holds will become unable to honor its obligation under
those securities. The QUADRA OPPORTUNISTIC BOND FUND, however, invests only in
investment grade securities (those rated in the top four grades by a nationally
recognized statistical rating organization ("NRSRO") such as Standard & Poor's).
See "Investment Objectives and Policies."
2
<PAGE>
For information regarding the experience of the investment advisers of the
Funds with respect to the management of investment companies, see "Management -
Investment Advisory Services."
MANAGEMENT
INVESTMENT ADVISER. QUADRA Capital Partners, L.P. ("Quadra" or the
"Adviser"), is each Fund's investment adviser. Quadra is responsible for, among
other things, developing and reviewing the investment strategies and policies of
each Fund. See "Management - Investment Advisory Services."
INVESTMENT SUBADVISERS. To assist it in carrying out its responsibilities,
the Adviser has retained the following subadvisers ("Subadvisers") to render
advisory services and make daily investment decisions for each Fund:
- The portfolio of the QUADRA LIMITED
MATURITY TREASURY FUND is managed by Anhalt/O'Connell, Inc.
- The portfolio of the QUADRA VALUE EQUITY
FUND is managed by Carl Domino Associates, L.P.
- The portfolio of the QUADRA INTERNATIONAL
EQUITY FUND is managed by McDonald Investment Management, Inc.
- The portfolio of the QUADRA OPPORTUNISTIC
BOND FUND is managed by LM Capital Management, Inc.
Quadra is also responsible for monitoring the investments and the
performance of the Subadviser on behalf of each of the Funds. Quadra and the
Subadvisers may be referred to herein as the "Advisers." See "Management -
Investment Advisory Services."
ADMINISTRATOR AND DISTRIBUTOR. Forum Financial Services, Inc. is the
distributor of each Fund's shares. Its affiliate, Forum Administrative Services
LLC, is each Fund's administrator. See "Management - Administrator and
Distributor."
PURCHASES AND REDEMPTIONS
Shares of the Funds are offered to investors without any sales charge. The
minimum initial investment is $100,000. The Trust reserves the right to waive
the minimum investment requirement. There is no minimum for subsequent
investments.
Shares may be purchased or redeemed on days that the New York Stock Exchange
is open for trading, normally weekdays except customary business holidays and
Good Friday ("Fund Business Day"). Purchase and redemption orders are accepted
by the transfer agent between 9:00 a.m. and 6:00 p.m. (Eastern Time) on each
Fund Business Day. See "Purchases and Redemptions of Shares."
EXCHANGE PRIVILEGES
Shareholders of a Fund may exchange their shares without charge for shares
of any other Quadra Fund or Daily Assets Cash Fund, a money market fund of the
Trust offered by a separate prospectus. See "Purchases and Redemptions of Shares
- - Exchanges."
DIVIDENDS
The Funds distribute substantially all of their net investment income and
capital gains, if any, to shareholders each year. Dividends and distributions
are reinvested in additional shares of the Fund unless a shareholder elects to
have them paid in cash. See "Dividends and Tax Matters."
QUADRA VALUE EQUITY FUND AND QUADRA INTERNATIONAL EQUITY FUND. Dividends
representing the net investment income of the Funds are declared and paid at
least annually. Net capital gains realized by the Funds, if any, also will be
distributed annually.
QUADRA LIMITED MATURITY TREASURY FUND AND QUADRA OPPORTUNISTIC BOND
FUND. Dividends representing the net investment income of the Funds are
declared daily and paid monthly.
3
<PAGE>
EXPENSES OF INVESTING IN THE FUND
The following table should help you understand the various costs and
expenses that you will bear directly or indirectly if you invest in the Fund.
SHAREHOLDER TRANSACTION EXPENSES
(APPLICABLE TO EACH FUND)
<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases................................................ None
Maximum Sales Load Imposed on Reinvested Dividends..................................... None
Deferred Sales Load.................................................................... None
Redemption Fees........................................................................ None
Exchange Fees.......................................................................... None
</TABLE>
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
QUADRA QUADRA QUADRA QUADRA
LIMITED MATURITY VALUE INTERNATIONAL OPPORTUNISTIC
TREASURY EQUITY EQUITY BOND
----------------- ----------- ------------- ---------------
<S> <C> <C> <C> <C>
Advisory Fees (after fee waivers)(1).................... 0.25% 0.80% 1.05% 0.50%
12b-1 Fees.............................................. None None None None
Other Expenses (after expense reimbursements)(2)........ 0.20% 0.20% 0.20% 0.20%
------ ----------- ------ ------
Total Fund Operating Expenses (after fee waivers and
expense reimbursements)(3)............................. 0.45% 1.00% 1.25% 0.70%
</TABLE>
(1)The contractual Advisory Fees are 0.45% for the Quadra Limited Maturity
Treasury Fund, 1.00% for the Quadra Value Equity Fund, 1.25% for the
Quadra International Equity Fund, and 0.70% for the Quadra Opportunistic Bond
Fund. Until May 1, 1997, however, the Adviser has agreed to waive its fees
and/or reimburse each Fund's expenses in order to cap each Fund's expenses at
the amount of Total Operating Expenses stated above.
(2)Absent expense reimbursements, Other Expenses for Quadra Limited Maturity
Treasury Fund, Quadra Value Equity Fund, Quadra International Equity Fund
and Quadra Opportunistic Bond Fund would be 0.25% with respect to each Fund. The
amount of the Other Expenses is an estimate for the Funds' first fiscal year of
operations ending March 31, 1997.
(3)Absent expense reimbursements and fee waivers, Total Fund Operating
Expenses for Quadra Limited Maturity Fund, Quadra Value Equity Fund,
Quadra International Equity Fund, and Quadra Opportunistic Bond Fund,
respectively, would be 0.70%, 1.25%, 1.50% and 0.95%. For a further description
of the various costs and expenses incurred in the Funds' operation, SEE
"Management."
4
<PAGE>
EXAMPLE
The following is an example of the expenses you would pay on a hypothetical
$1,000 investment, assuming a 5% annual return, the reinvestment of all
dividends and distributions and redemption at the end of each period. The
Example is based on the expenses listed in the table.
<TABLE>
<CAPTION>
ONE YEAR THREE YEARS
----- -----------
<S> <C> <C>
Quadra Limited Maturity Treasury Fund... $ 5 $ 15
Quadra Value Equity Fund................ 10 32
Quadra International Equity Fund........ 13 40
Quadra Opportunistic Bond Fund.......... 7 22
</TABLE>
THE 5% ANNUAL RETURN IS NOT PREDICTIVE OF AND DOES NOT REPRESENT THE FUNDS'
PROJECTED RETURNS; RATHER, IT IS REQUIRED BY GOVERNMENT REGULATION. THIS EXAMPLE
SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR RETURN;
ACTUAL EXPENSES OR RETURN MAY BE MORE OR LESS THAN THESE EXAMPLES.
INVESTMENT OBJECTIVES AND POLICIES
QUADRA LIMITED MATURITY TREASURY FUND
INVESTMENT OBJECTIVE. The Fund seeks a high level of income with maximum
credit protection and moderate fluctuation in principal value. There can be no
assurance, of course, that the Fund will achieve its investment objective.
INVESTMENT POLICIES. The Fund will seek to attain its investment objective
by investing primarily in a portfolio of U.S. Treasury bills and notes maturing
within 5 years. Under normal circumstances, the Fund intends to invest at least
65% of its assets in U.S. Treasury bills and notes. The Fund may invest up to
35% of its assets in other government securities. For a further description of
the Fund's investment policies see "Additional Investment Practices" below.
INVESTMENT CONSIDERATIONS AND RISKS. The Fund's yield and share price
change daily in response to changes in interest rates and market conditions and
other economic and political news. In general, the value of the Fund's
investments will rise when interest rates fall, and vice versa. The Fund will
restrict its portfolio maturity and duration in order to limit its exposure to
this interest rate risk. The Fund may also employ various investment techniques
to hedge a portion of its risk; there is no guarantee that these strategies will
work as intended. Neither the Fund's share price nor its yield is guaranteed by
the United States Government.
QUADRA VALUE EQUITY FUND
INVESTMENT OBJECTIVE. The investment objective of the Quadra Value Equity
Fund is to seek capital appreciation. The Fund seeks to achieve its investment
objective by investing primarily in a diversified portfolio of equity
securities, including common and preferred stock and securities convertible into
common and preferred stock. There can be no assurance, of course, that the Fund
will achieve its investment objective.
INVESTMENT POLICIES. Except when the Fund assumes a temporary defensive
position, the Fund will have at least 65% of its total assets invested in common
stock and securities convertible into common stock. The Fund intends to invest
principally in the equity securities of companies that the Subadviser believes
are undervalued in comparison to similar companies. To identify these companies,
the Subadviser will employ a number of valuation measures, including but not
limited to, an analysis of price/earnings ratios, price/book ratios, dividend
yield and measure of current profitability. The Fund also may invest in warrants
and the obligations of financial institutions and purchase securities on a
when-issued or forward commitment basis. The Fund may purchase and sell futures
contracts and options on futures contracts. For a further description of the
Fund's investment
5
<PAGE>
policies, see "Additional Investment Practices" below and "Appendix A:
Investments, Investment Strategies and Risk Considerations" which is attached to
this Prospectus.
INVESTMENT CONSIDERATIONS AND RISKS. The market price of the equity
securities in which the Fund invests may change rapidly in response to many
factors, including the market's perception of the value of those securities.
Because the Adviser seeks to invest in companies whose fundamental attributes,
in the Adviser's opinion, have not been fully recognized by the investment
community, the Fund's portfolio may exhibit a high degree of volatility or price
fluctuation when compared to market averages.
An investment in the Fund is not by itself a complete or balanced investment
program. Nevertheless, the securities in which the Fund invests may be an
important part of an investor's portfolio, particularly for long-term investors
able to tolerate short-term fluctuations in the Fund's net asset value.
Investors in the Fund should be willing to accept the risks associated with
investments in the stock market and should consider an investment in the Fund
only as a part of their overall investment portfolio.
QUADRA INTERNATIONAL EQUITY FUND
INVESTMENT OBJECTIVE. The investment objective of the Fund is long-term
capital appreciation. The Fund seeks to achieve its objective through investment
in securities markets outside the United States. There is no assurance that the
Fund will achieve its objective.
INVESTMENT POLICIES. The Fund will normally invest at least 65% of its
total assets in equity securities of companies domiciled outside the United
States. The Fund may also invest in the securities of closed-end investment
companies investing primarily in foreign securities and in debt obligations of
foreign governments, international organizations and foreign corporations. The
Fund invests in the securities of issuers in countries with developed markets
and countries with developing or emerging markets. The Fund considers countries
having developing markets to be all countries that are generally considered to
be developing or emerging countries by the International Bank for Reconstruction
and Development (more commonly referred to as the World Bank) or the
International Finance Corporation, as well as countries that are classified by
the United Nations or otherwise regarded by their authorities as developing.
Currently, the countries not in this category include Ireland, Spain, New
Zealand, Australia, the United Kingdom, Italy, the Netherlands, Belgium,
Austria, France, Canada, Germany, Denmark, the United States, Sweden, Finland,
Norway, Japan, Iceland, Luxembourg and Switzerland. In addition, as used in this
Prospectus, developing market equity securities means (i) equity securities of
companies for which the principal securities trading market is a developing
market country, as defined above, (ii) equity securities, traded in any market,
of companies that derive 50% or more of their total revenue from either goods or
services produced in developing market countries or sales made in developing
market countries or (iii) equity securities of companies organized under the
laws of, and with a principal office in, a developing market country. The Fund
will consider the closed-end investment companies in which it invests to be
located in the country or countries in which those companies primarily invest.
The Fund's investments will include common and preferred stock, convertible
securities, American Depository Receipts and European Depository Receipts. The
Fund may also invest in U.S. Government Securities, financial institution
obligations, when-issued securities and forward commitments and may purchase and
sell futures contracts and options on futures contracts. For a further
description of the Fund's investment policies see "Additional Investment
Practices" below and "Appendix A: Investments, Investment Strategies and Risk
Considerations" which is attached to this Prospectus.
6
<PAGE>
To the extent that the Fund invests a portion of its assets in a particular
region of the world, an investment in the Fund will be subject to certain risks
since the economies and markets in a region tend to be interrelated and may be
adversely affected by political, economic and other events in a similar manner.
The Fund does not currently intend to invest more than 25% of its total
assets in issuers located in any one country, except for Japan. To the extent it
invests in issuers located in one country, the Fund is susceptible to factors
adversely affecting that country. See "Investment Objectives and Policies -
Considerations and Risks of Investments in Foreign Securities."
The Fund may acquire emerging market securities that are denominated in
currencies other than the currency of the country of the issuer. However, the
Fund limits the amount of its total assets that may be denominated in one
currency (other than the U.S. dollar) to 25%.
In recent years, many emerging market countries have begun programs of
economic reform: removing import tariffs, dismantling trade barriers,
deregulating foreign investment, privatizing state owned industries, permitting
the value of their currencies to float against the dollar and other major
currencies, and generally reducing the level of state intervention in industry
and commerce. Important intra-regional economic integration also holds the
promise of greater trade and growth. At the same time, significant progress has
been made in restructuring the heavy external debt burden that certain emerging
market countries accumulated during the 1970s and 1980s. While there is no
assurance that these trends will continue, the Fund's investment adviser will
seek out attractive investment opportunities in these countries.
INVESTMENT CONSIDERATIONS AND RISKS. Investments in issuers located in
countries with smaller, emerging capital markets, involve certain risks not
associated with domestic investing, including fluctuations in foreign exchange
rates, uncertain political and economic developments, and the possible
imposition of exchange controls or other foreign governmental laws or
restrictions. An investment in the Fund is not by itself a complete or balanced
investment program. Because international investments generally involve risks in
addition to those risks associated with investments in the United States, the
Fund should be considered only as a vehicle for international diversification
and not as a complete investment program. Nevertheless, an investment in
international equity securities may be an important part of an investor's
portfolio, particularly for long-term investors able to tolerate short-term
fluctuation in the Fund's net asset value. See "Considerations and Risks of
Investment in Foreign Securities."
QUADRA OPPORTUNISTIC BOND FUND
INVESTMENT OBJECTIVE. The Fund seeks total return consistent with prudent
investment risk. There can be no assurance that the Fund will achieve its
investment objective.
INVESTMENT POLICIES. The Fund seeks to attain its investment objective by
investing primarily in a portfolio consisting of investment grade debt
securities. The Fund will normally invest at least 65% of its total assets in
such securities. The Fund pursues opportunities for increased returns by
selecting securities on the basis of their capital appreciation as well as
current income potential. The Fund invests in a diversified portfolio of fixed-
and variable-rate U.S. dollar and non-dollar denominated fixed income securities
of a broad spectrum of United States and foreign issuers, including U.S.
Government Securities and the debt securities of financial institutions,
corporations, and others. The Fund also may purchase asset-based securities,
participation interests, zero-coupon securities, inverse floaters, when-issued
securities, forward commitments and engage in dollar roll transactions and swap
agreements. For a further description of the Fund's investment policies see
7
<PAGE>
"Additional Investment Practices" below and "Appendix A: Investments; Investment
Techniques and Risk Considerations."
The Fund may invest any amount of its assets in U.S. Government Securities.
The Fund may not, however, invest more than 30 percent of its total assets in
the securities issued or guaranteed by any single agency or instrumentality of
the U.S. Government, except the U.S. Treasury.
The Fund may invest in investment grade debt securities or unrated
securities determined by the Subadviser to be of equivalent quality. Investment
grade securities are securities that are rated, at the time of purchase, within
the four highest long-term or two highest short-term rating categories assigned
by a NRSRO or which are unrated and determined by the Subadviser to be of
comparable quality. The Fund may also invest in investment grade securities of
financial institutions and corporations. See "Additional Investment Policies -
Rating Matters" below. The Fund may invest up to 10 percent of its total assets
in participation interests purchased from financial institutions in loans or
securities in which the Fund may invest directly.
The Fund may also invest up to 30 percent of its total assets in the
following instruments that the Subadviser believes do not present undue risk:
(i) U.S. dollar denominated and non-U.S. dollar denominated instruments issued
or guaranteed by governments of foreign countries or by those countries'
political subdivisions, agencies or instrumentalities, and (ii) debt obligations
of foreign corporations. The Fund will invest only in U.S. dollar denominated
instruments of emerging market issuers, and will limit its investments in
emerging market issuers to 20 percent of its total assets. Emerging market
countries are defined above with respect to Quadra International Equity Fund. In
addition, the Fund may invest up to 10 percent of its total assets in securities
denominated in Canadian dollars.
The Fund invests in debt obligations with maturities (or average life in the
case of mortgage-backed and similar securities) ranging from short-term
(including overnight) to 50 years. Under normal circumstances, the Fund's
portfolio of securities will have an average dollar-weighted portfolio maturity
between 3 and 7 years and a duration between 3 and 5 years. Duration is a
measure of a debt security's average life that reflects the present value of the
security's cash flow and, accordingly, is a measure of price sensitivity to
interest rate changes ("duration risk"). Because earlier payments on a debt
security have a higher present value, duration of a security, except a
zero-coupon security, is less than the security's stated maturity.
The Fund may also engage in certain strategies involving options (both
exchange-traded and over-the-counter) to attempt to enhance the Fund's return
and may attempt to reduce the overall risk of its investments ("hedge") by using
options and futures contracts. The Fund's ability to use these strategies may be
limited by market considerations, regulatory limits and tax considerations. The
Fund may write covered call and put options, buy put and call options, buy and
sell interest rate futures contracts and buy options and write covered options
on those futures contracts. An option is covered if, so long as the Fund is
obligated under the option, it owns an offsetting position in the underlying
security or futures contract or maintains a segregated account of liquid,
high-grade debt instruments with a value at all times sufficient to cover the
Fund's obligations under the option. See "Appendix A: Investments, Investment
Strategies and Risk Considerations" which is attached to this Prospectus.
INVESTMENT CONSIDERATIONS AND RISKS. In general, the value of the Fund's
investments will rise when interest rates fall, and vice versa. The Fund will
restrict its portfolio maturity and duration in order to limit its exposure to
this interest rate risk. Although the Fund may also employ various investment
techniques to hedge against certain risks, there is no guarantee that these
strategies will work as intended.
8
<PAGE>
In addition to exposure to changes in interest rates, the Fund is subject to
the risk that the issuers of securities in the Fund's portfolio will become
unable to honor their obligations under the debt instruments held by the Fund.
This risk exists even though the Quadra Opportunistic Bond Fund may only invest
in investment grade securities (those rated in the top four grades by a NRSRO.
The Fund's investments in the securities of issuers located in foreign
countries may also involve certain risks, such as the possible imposition of
exchange controls or other foreign governments' laws or restrictions. Because
the Fund may invest up to 30% of its total assets in instruments denominated in
currencies other than U.S. dollars, the Fund is subject to the risk that
fluctuations in the exchanges rates between the U.S. dollar and foreign
currencies may negatively affect its investments. In addition, income from
foreign securities will be received and realized in foreign currencies, and the
Fund is required to compute and distribute income in U.S. dollars. Accordingly,
a decline in the value of a particular foreign currency against the U.S. dollar
will reduce the dollars available to make a distribution. Similarly, if the
exchange rate declines between the time after the Fund's income has been earned
and computed in U.S. dollars and the time it is paid, or between the time the
Fund incurs expenses in U.S. dollars and the time such expenses are paid, the
Fund may have to liquidate portfolio securities to acquire sufficient U.S.
dollars to make a distribution. See "Investment Objectives and Policies -
Considerations and Risks of Investments in Foreign Securities."
CONSIDERATIONS AND RISKS OF INVESTMENTS IN FOREIGN SECURITIES.
GENERAL. The Quadra International Equity Fund and the Quadra Opportunistic
Bond Fund may both invest in securities of foreign issuers, including issuers
located in countries with smaller, emerging capital markets. Investments in
foreign securities involve certain risks not associated with domestic investing,
including fluctuations in foreign exchange rates, uncertain political and
economic developments, and the possible imposition of exchange controls or other
foreign governmental laws or restrictions. Because international investments
generally involve risks in addition to those risks associated with investments
in the United States, the Funds should be considered only as a vehicles for
international diversification and not as a complete investment program.
Nevertheless, an investment in international securities may be an important part
of an investor's portfolio, particularly for long-term investors able to
tolerate short-term fluctuations in the Funds' net asset value.
POLITICAL AND ECONOMIC RISKS. In any emerging market country, there is the
possibility of expropriation of assets, confiscatory taxation, nationalization,
foreign exchange controls, foreign investment controls on daily stock market
movements, default in foreign government securities, political or social
instability or diplomatic developments which could affect investments in those
countries. Moreover, individual foreign economies may differ favorably or
unfavorably from the U.S. economy in such respects as economic growth rates,
rates of inflation, capital reinvestment, resources, self-sufficiency and
balance of payments positions. Certain foreign investments may also be subject
to foreign withholding taxes, thereby reducing the income available for
distribution to a Fund's shareholders. The economies of developing countries
generally are heavily dependent upon international trade and, accordingly, have
been and may continue to be adversely affected by trade barriers, exchange
controls, managed adjustments in relative currency values and other
protectionist measures imposed or negotiated by the countries with which they
trade. These economies also have been and may continue to be adversely affected
by economic conditions in the countries in which they trade.
Certain emerging market countries may restrict investment by foreign
entities. For example,
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some of these countries may limit the size of foreign investment in certain
issuers, require prior approval of foreign investment by the government, impose
additional tax on foreign investors or limit foreign investors to specific
classes of securities of an issuer that have less advantageous rights (with
regard to price or convertibility, for example) than classes available to
domiciliaries of the country. These restrictions or controls may at times limit
or preclude investment in certain securities and may increase the costs and
expenses of a Fund.
Substantial limitations may also exist in certain countries with respect to
a foreign investor's ability to repatriate investment income, capital or the
proceeds of sales of securities. The Portfolio could be adversely affected by
delays in, or refusals to grant, any required governmental approvals for
repatriation of capital. If a deterioration occurs in a country's balance of
payments, the country could impose temporary restrictions on foreign capital
remittances. In the event of expropriation, nationalization or other
confiscation, a Fund could lose its entire investment in the country involved.
FINANCIAL INFORMATION AND STANDARDS AND REGULATION OF ISSUERS. Issuers of
securities in foreign jurisdictions are generally not subject to the same degree
of regulation as are U.S. issuers with respect to such matters as insider
trading rules, restrictions on market manipulation, shareholder proxy
requirements and timely disclosure of information. Foreign companies may not be
subject to uniform accounting, auditing and financial reporting standards.
Often, available information about issuers and their securities is less
extensive, and, in certain circumstances, substantially less extensive in
foreign markets, and particularly emerging market countries, than in the United
States. In addition, laws in foreign countries governing business organizations,
bankruptcy and insolvency may provide less protection to security holders such
as the Fund than that provided by U.S. laws.
REGULATION AND LIQUIDITY OF MARKETS. Government supervision and regulation
of exchanges and brokers in emerging market countries is frequently less
extensive than in the United States. Therefore, there is an increased risk of
uninsured loss due to lost, stolen or counterfeit stock certificates. These
markets may have different clearance and settlement procedures. Securities
settlements may, in some instances, be subject to delays and related
administrative uncertainties. In certain cases, settlements have not kept pace
with the volume of securities transactions, making it difficult to conduct such
transactions. Delays in settlement could adversely affect or interrupt the
Fund's intended investment program or result in investment losses due to
intervening declines in security values.
The securities markets of many foreign countries, including emerging market
countries, are relatively small, with the majority of market capitalization and
trading volume concentrated in a limited number of companies representing a
small number of industries. Consequently, a Fund whose investment portfolio
includes securities traded in such markets may experience greater price
volatility and significantly lower liquidity than a portfolio invested solely in
equity securities of United States companies. These foreign markets may be
subject to greater influence by adverse events generally affecting the market,
and by large investors trading significant blocks of securities, than is usual
in the United States. Furthermore, reduced secondary market liquidity may make
it more difficult for the Fund to determine the value of its portfolio
securities or dispose of particular instruments when necessary. Brokerage
commissions and other transaction costs on and off of foreign securities
exchanges are generally higher as well.
CURRENCY FLUCTUATIONS AND DEVALUATIONS. Because the Quadra International
Equity Fund and Quadra Opportunistic Bond Fund will invest in non-U.S. dollar
denominated securities, changes in foreign currency exchange rates will affect
the value of each Fund's investments. A decline in the value of currencies in
which a Fund's investments
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are denominated against the U.S. dollar will result in a corresponding decline
in the dollar value of its assets. This risk tends to be heightened in the case
of investing in certain emerging market countries. For example, some currencies
of emerging market countries have experienced steady devaluations relative to
the U.S. dollar, and major adjustments have been made in certain of such
currencies periodically. Some emerging market countries may also have managed
currencies which do not freely float against the U.S. dollar. Exchange rates are
influenced generally by the forces of supply and demand in the foreign currency
markets and by numerous other political and economic events occurring outside
the United States, many of which may be difficult, if not impossible, to
predict.
The Quadra International Equity Fund and the Quadra Opportunistic Bond Fund
may each enter into foreign currency forward contracts to purchase or sell
foreign currencies in anticipation of its currency requirements and to protect
against possible adverse movements in foreign exchange rates. Although such
contracts may reduce the risk of loss to the Fund due to a decline in the value
of the currency which is sold, they also limit any possible gain which might
result should the value of such currency rise. See "Appendix A: Investments,
Investment Techniques and Risk Considerations - Foreign Exchange Contracts and
Foreign Currency Forward Contracts."
INFLATION. Several emerging market countries have experienced substantial,
and in some periods extremely high, rates of inflation in recent years.
Inflation and rapid fluctuations in inflation rates may have very negative
effects on the economies and securities markets of certain emerging market
countries. Further, inflation accounting rules in some emerging market countries
require, for companies that keep accounting records in the local currency, that
certain assets and liabilities be restated on the company's balance sheet in
order to express items in terms of currency of constant purchasing power.
Inflation accounting may indirectly generate losses or profits for certain
emerging market companies.
GEOGRAPHIC CONCENTRATION. To the extent a Fund invests in issuers located
in one country, it is susceptible to factors adversely affecting that country.
In particular, these factors may include the political and economic developments
and foreign exchange rate fluctuations discussed above. The Quadra International
Equity Fund currently does not intend to invest more than 25% of its total
assets in issuers located in any one country, except for Japan. As a result of
investing substantially in one country, the value of a Fund's assets may
fluctuate more widely than the value of shares of a comparable Fund having a
lesser degree of geographic concentration.
INVESTMENT IN JAPANESE ISSUERS. Investments by the Quadra International
Equity Fund in securities of Japanese issuers involve certain considerations in
addition to those associated with investment in securities of U.S. issuers. Such
risks include, but are not limited to, currency fluctuations, political
instability and economic factors.
In addition to uncertainties in currency stability, Japan's government has
seen several collapses of its ruling coalitions since 1993. The Liberal
Democratic Party is now strongly represented in the country's government after
the October 20, 1996 election. These election results may prove to be a
significant determining factor in the economic status of the upcoming year as
well. Also, Japan has consistently recorded large account trade surpluses with
the U.S., causing difficulties in the relations between the two countries.
Although Japan and the U.S. recently agreed in principle to increase Japanese
imports of American automobiles and automotive parts, the likelihood remains
that friction between the U.S. and Japan will continue in the immediate future.
Finally, Japan's banking industry is undergoing problems related to bad
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loans and declining values of real estate. For further information see
"Investment Policies - Certain Information Concerning Japan" in the SAI.
ADDITIONAL INVESTMENT PRACTICES
All investment policies of a Fund that are designated as fundamental, and
each Fund's investment objective, may not be changed without approval of the
holders of a majority of the Fund's outstanding voting securities. A majority of
a Fund's outstanding voting securities means the lesser of 67 percent of the
shares of the Fund present or represented at a shareholders' meeting at which
the holders of more than 50 percent of the shares are present or represented, or
more than 50 percent of the outstanding shares of the Fund. Except as otherwise
indicated, investment policies of the Funds are not fundamental and may be
changed by the Board of Trustees of the Trust without shareholder approval. The
investments and investment techniques identified in this prospectus, and their
associated risks are described in more detail in "Appendix A: Investments,
Investment Strategies and Risk Considerations" which is attached to this
prospectus. Also, the Funds' investment policies, including additional
fundamental policies, are described further in the SAI.
DIVERSIFICATION. Each Fund is a "diversified" portfolio as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"). As a fundamental
policy, with respect to 75 percent of its assets, no Fund may purchase a
security (other than a U.S. Government Security) if, as a result, (i) more than
5 percent of the Fund's total assets would be invested in the securities of a
single issuer or (ii) the Fund would own more than 10 percent of the outstanding
voting securities of any single issuer. Each Fund reserves the right to invest
all or a portion of its assets in another diversified, open-end investment
company with substantially the same investment objective and policies as the
Fund.
CONCENTRATION. Each Fund is prohibited from concentrating its assets in the
securities of issuers in any single industry. As a fundamental policy, no Fund
may purchase securities if, immediately after the purchase, more than 25 percent
of the value of the Fund's total assets would be invested in the securities of
issuers conducting their principal business activities in the same industry.
This limit does not apply to investments in U.S. Government Securities, foreign
government securities, repurchase agreements covering U.S. Government Securities
or investment company securities.
ILLIQUID SECURITIES. No Fund may knowingly acquire securities if, as a
result, more than 15 percent of the Fund's net assets taken at current value
would be invested in securities that cannot be disposed of within seven days in
the ordinary course of business at approximately the amount at which the Fund
has valued the securities, including repurchase agreements maturing in more than
seven days.
BORROWING AND LENDING. As a fundamental policy, each Fund may borrow money
from banks or by entering into reverse repurchase agreements, but the Funds will
limit borrowings to amounts not in excess of 33 1/3% of the value of the Fund's
total assets (computed immediately after the borrowing). Borrowing for other
than temporary or emergency purposes or meeting redemption requests is limited
to 5 percent of the value of each Fund's total assets. When a Fund establishes a
segregated account to limit the amount of leveraging of the Fund with respect to
certain investment techniques, the Fund does not treat those techniques as
involving borrowings (although they may have characteristics and risks similar
to borrowings and result in the Fund's assets being leveraged). See "Appendix A:
Investments, Investment Strategies and Risk Considerations - Borrowing" and
"Techniques Involving Leverage." As a fundamental policy, no Fund may make loans
except for loans of portfolio securities, through the use of repurchase
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agreements, and through the purchase of debt securities that are otherwise
permitted investments for the Fund.
SHORT SALES. The Funds may not enter into short sales of securities except
short sales "against the box." In a short sale against the box, a Fund sells
securities it owns or has the right to acquire at no additional cost. The Fund
does not immediately deliver the securities sold, however. The seller is said to
have a short position in the securities sold until it delivers the securities,
at which time it receives the proceeds of the sale. The Fund's decision to make
a short sale "against the box" may be a technique to hedge against market risks
when the Subadviser believes that the price of a security may decline, causing a
decline in the value of a security owned by the Fund or a security convertible
into or exchangeable for such security. In such case, any future losses in the
Fund's long position would be reduced by an offsetting future gain in the short
position. The Fund's ability to enter into short sales transactions is limited
by certain tax requirements. See "Dividends, Distributions and Taxes" in the
SAI.
TEMPORARY DEFENSIVE POSITION. When business or financial conditions
warrant, each Fund may assume a temporary defensive position and invest all or
any portion of their assets in cash or in cash equivalents, including (i)
short-term U.S. Government Securities, (ii) prime quality short-term instruments
of commercial banks, (iii) prime quality commercial paper, (iv) repurchase
agreements with banks and broker-dealers covering any of the securities in which
the Fund may invest directly and (v) shares of money market mutual funds. Prime
quality refers to the two highest short-term ratings of a nationally recognized
statistical rating organization. During periods when and to the extent that a
Fund has assumed a temporary defensive position, it will not be pursuing its
investment objective. The Funds may from time to time maintain investments in
cash and cash equivalents pending investment in securities. The Quadra
International Equity Fund may hold cash and bank instruments denominated in any
major foreign currency.
COMMON INVESTMENT TECHNIQUES. Each of the Funds may purchase U.S.
Government Securities and enter into repurchase agreements (for reasons other
than temporary defensive purposes) and reverse repurchase agreements, may lend
their portfolio securities and may purchase portfolio securities on a
when-issued or forward commitment basis. It is currently anticipated that the
Quadra Value Equity Fund and Quadra International Equity Fund (the "Equity
Funds") will not enter into reverse repurchase agreements or purchase portfolio
securities on a when-issued or forward commitment basis to any significant
extent.
FIXED INCOME SECURITIES AND THEIR CHARACTERISTICS. Investments by the
Quadra Limited Maturity Treasury Fund and the Quadra Opportunistic Bond Fund
(the "Fixed Income Funds") in U.S. Government and investment grade fixed income
securities, including money market instruments, are subject to risk even if all
fixed income securities in the Funds' portfolios are paid in full at maturity.
All fixed income securities, including U.S. Government Securities, can change in
value when there is a change in interest rates or the issuer's actual or
perceived creditworthiness or ability to meet its obligations.
The market value of the interest-bearing debt securities held by the Fixed
Income Funds will be affected by changes in interest rates. There is normally an
inverse relationship between the market value of securities sensitive to
prevailing interest rates and actual changes in interest rates. In other words,
an increase in interest rates produces a decrease in market value. Moreover, the
longer the remaining maturity of a security, the greater will be the effect of
interest rate changes on the market value of that security. Changes in the
ability of an issuer to make payments of interest and principal and in the
market's perception of an issuer's
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creditworthiness will also affect the market value of the debt securities of
that issuer. The possibility exists, therefore, that, the ability of any issuer
to pay, when due, the principal of and interest on its debt securities may
become impaired.
The Quadra Opportunistic Bond Fund may also invest in fixed income
securities issued by the governments of foreign countries or by those countries'
political subdivisions, agencies or instrumentalities as well as by
supranational organizations such as the International Bank for Reconstruction
and Development. To the extent otherwise permitted, the Fund may invest in these
securities if the Subadviser believes that the securities do not present risks
inconsistent with a Fund's investment objective.
RATING MATTERS. The Quadra Opportunistic Bond Fund also may purchase
unrated securities if the Subadviser determines the security to be of comparable
quality to a rated security that the Fund may purchase. Unrated securities may
not be as actively traded as rated securities. The Fund may retain a security
whose rating has been lowered below the Fund's lowest permissible rating
category (or that are unrated and determined by the Subadviser to be of
comparable quality to securities whose rating has been lowered below the Fund's
lowest permissible rating category) if the Subadviser determines that retaining
the security is in the best interests of the Fund.
The Quadra Opportunistic Bond Fund's investments are subject to "credit
risk" relating to the financial condition of the issuers of the securities that
the Funds hold. To limit credit risk, the Fund's investments in rated securities
are limited to securities that are investment grade - rated in the top four
long-term investment grades by a NRSRO or in the top two short-term investment
grades by an NRSRO. Accordingly, the lowest permissible long-term investment
grades for corporate bonds, including convertible bonds, are Baa in the case of
Moody's Investor Service ("Moody's") and BBB in the case of Standard & Poor's
("S&P") and Fitch Investors Service, L.P. ("Fitch"); the lowest permissible
long-term investment grades for preferred stock are Baa in the case of Moody's
and BBB in the case of S&P and Fitch; and the lowest permissible short-term
investment grades for short-term debt, including commercial paper, are Prime-2
(P-2) in the case of Moody's, A-2 in the case of S&P and F-2 in the case of
Fitch. A further description of the rating categories of certain NRSROs is
contained in the SAI. All these ratings are generally considered to be
investment grade ratings, although Moody's indicates that securities with
long-term ratings of Baa have speculative characteristics, and issuers whose
securities are rated in the lowest investment grade are more likely to have a
weakened capacity to make principal and interest payments due to changes in
economic conditions or other circumstances than is the case with issuers of
higher grade bonds.
VARIABLE AND FLOATING RATE SECURITIES. The securities in which the Quadra
Opportunistic Bond Fund invests may have variable or floating rates of interest
and, under certain limited circumstances, may have varying principal amounts.
These securities pay interest at rates that are adjusted periodically according
to a specified formula, usually with reference to some interest rate index or
market interest rate (the "underlying index"). The interest paid on these
securities is a function primarily of the underlying index upon which the
interest rate adjustments are based. Such adjustments minimize changes in the
market value of the obligation and, accordingly, enhance the ability of the Fund
to maintain a stable net asset value. Similarly to fixed rate debt instruments,
variable and floating rate instruments are subject to changes in value based on
changes in market interest rates or changes in the issuer's creditworthiness.
The rate of interest on securities purchased by a Fund may be tied to Treasury
or other government securities or indices on those securities as well as any
other rate of interest or index. Certain variable rate securities pay interest
at a rate that varies inversely to prevailing short-term interest
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rates (sometimes referred to as inverse floaters). For example, upon reset, the
interest rate payable on a security may go down when the underlying index has
risen. During periods when short-term interest rates are relatively low as
compared to long-term interest rates, the Fund may attempt to enhance its yield
by purchasing inverse floaters. Certain inverse floaters may have an interest
rate reset mechanism that multiplies the effects of changes in the underlying
index. While this form of leverage may increase the security's, and thus the
Fund's, yield, it may also increase the volatility of the security's market
value.
There may not be an active secondary market for any particular floating or
variable rate instrument; this could make it difficult for the Fund to dispose
of the instrument during periods of market volatility or economic uncertainty or
if the issuer's credit became impaired at a time when the Fund was not entitled
to exercise any demand rights it might have. The Fund could, for this or other
reasons, suffer a loss with respect to the instrument. The Advisers monitor the
liquidity of the Fund's investments in variable and floating rate instruments,
but there can be no guarantee that an active secondary market will exist at any
time.
Certain securities may have an initial principal amount that varies over
time based on an interest rate index, and, accordingly, the Fund might be
entitled to less than the initial principal amount of the security upon the
security's maturity. The Funds intend to purchase these securities only when
their Adviser or Subadviser believes the interest income from the instrument
justifies any principal risks associated with the instrument. The Advisers may
attempt to limit any potential loss of principal by purchasing similar
instruments that are intended to provide an offsetting increase in principal.
There can be no assurance that an Adviser will be able to limit the effects of
principal fluctuations and, accordingly, a Fund may incur losses on those
securities even if held to maturity without issuer default.
CORE AND GATEWAY-REGISTERED TRADEMARK-. Notwithstanding the other
investment policies of the Funds, each Fund may seek to achieve its investment
objective by converting to a Core and Gateway structure. Upon future action by
the Board of Trustees and notice to shareholders, a Fund may convert to this
structure. As a result, the Fund would hold as its only investment, shares of
another investment company having substantially the same investment objective
and policies as the Fund.
PORTFOLIO TRANSACTIONS. The Subadvisers place orders for the purchase and
sale of assets they manage with brokers and dealers that they select. The
Subadvisers seek "best execution" for all portfolio transactions, but a Fund may
pay higher than the lowest available commission rates when the Subadviser
believes it is reasonable to do so in light of the value of the brokerage and
research services provided by the broker effecting the transaction.
Commission rates for brokerage transactions are fixed on many foreign
securities exchanges, and this may cause higher brokerage expenses to accrue to
a Fund that invests in foreign securities than would be the case for comparable
transactions effected on United States securities exchanges.
The frequency of portfolio transactions of a Fund (the portfolio turnover
rate) will vary from year to year depending on many factors. From time to time a
Fund may engage in active short-term trading to take advantage of price
movements affecting individual issues, groups of issues or markets. Tax rules
applicable to short-term trading may affect the timing of a Fund's portfolio
transactions or its ability to realize short-term trading profits or establish
short-term positions. An annual portfolio turnover rate of 100% would occur if
all of the securities in a Fund were replaced once in a period of one year.
Higher portfolio turnover rates may result in increased brokerage costs to a
Fund and a possible increase in short-term capital gains or losses. For the
fiscal year ending March 31, 1997,
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the estimated portfolio turnover rate for each of Quadra Limited Maturity
Treasury Fund, Quadra Value Equity Fund, Quadra International Equity Fund, and
Quadra Opportunistic Bond Fund is not expected to exceed 100%.
MANAGEMENT
The business of the Trust and the Funds is managed under the direction of
the Board. The Board formulates the general policies of the Funds and meets
periodically to review each Fund's performance, monitor its investment
activities and practices, and discuss other matters affecting the Funds and the
Trust. Additional information regarding the Trustees, as well as the Trust's
executive officers, may be found in the SAI under the heading "Management -
Trustees and Officers."
INVESTMENT ADVISORY SERVICES
THE ADVISER
QUADRA CAPITAL PARTNERS, L.P. located at 270 Congress Street, Boston,
Massachusetts 02210, serves as investment adviser to the Funds pursuant to an
investment advisory agreement with the Trust. Subject to the general control of
the Board, the Adviser is responsible for among other things, developing a
continuing investment program for each Fund in accordance with its investment
objective and reviewing the investment strategies and policies of each Fund.
Quadra has entered into investment sub-advisory agreements with the
Subadvisers to exercise investment discretion over the assets (or a portion of
assets) of each Fund.
For its services under the Investment Advisory Agreement, Quadra receives,
with respect to the Quadra Limited Maturity Treasury Fund a fee at an annual
rate of 0.45 percent of that Fund's average daily net assets; with respect to
the Quadra Value Equity Fund a fee at an annual rate of 1.00 percent of that
Fund's average daily net assets; with respect to the Quadra International Equity
Fund a fee at an annual rate of 1.25 percent of that Fund's average daily net
assets; and, with respect to the Quadra Opportunistic Bond Fund a fee at an
annual rate of 0.70 percent of that Fund's average daily net assets.
Quadra is a limited partnership organized under the laws of the State of
Delaware on September 8, 1995, and is a registered investment adviser under the
Investment Advisers Act of 1940 (the "Advisers Act"). The general partner of
Quadra is Quadra Capital Partners, Inc., ("General Partner") a Delaware
Corporation. The business address of the General Partner is 270 Congress Street,
Boston, Massachusetts 02210. As a new entity, Quadra has no previous experience
managing an investment company. The managing partners of Quadra have significant
experience, however, in the formation and management of trust and investment
management entities including registered investment companies, registered
investment advisers, and a commingled fund of funds.
Ms. Eileen Delasandro is a founder and Chief Executive Officer of Quadra.
She has over twenty years' experience in the institutional investment management
industry. Prior to founding Quadra, she was a Partner and Chief Operating
Officer at Nicholas-Applegate Capital Management, L.P. Ms. Delasandro has
completed the National Association of Securities Dealers' Series 2, 3, 7, 63 and
65 examinations. Mr. Donald Levi is a founder and Chief Operating Officer of
Quadra. He has over thirty years' experience in the banking and trust
industries. Prior to founding Quadra, he was founder and Chief Executive Officer
of Western Trust Services. Mr. Howard Stevenson is a founder and Chairman of
Quadra. He is also the Sarofim-Rock Professor at Harvard Business School, where
he has taught for over twenty-five years, and is co-chairman of the Baupost
Group, a private registered investment adviser, which he co-founded. Mr. Philip
Hamilton is Director of Strategic Planning at Quadra. Prior to joining Quadra,
he was Senior Researcher in Finance at Harvard Business School. He serves as
compliance officer for the firm.
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SUBADVISERS
To assist it in carrying out its responsibilities under the Investment
Advisory Agreement, Quadra has retained the Subadvisers to render advisory
services and make daily investment decisions for each Fund. Quadra makes
recommendations to the Trust's Board of Trustees regarding the selection and
retention of these Subadvisers. On an ongoing basis, Quadra evaluates the
sub-advisers and reports to the Board concerning their investment results.
Quadra also reviews the investments made for the Funds by the Subadvisers to see
that they comply with the Funds' investment objectives, policies and
restrictions.
The following Subadvisers and individuals are primarily responsible for the
day-to-day management of the Funds:
CARL DOMINO ASSOCIATES, L.P., ("CDA"), 580 Village Boulevard, West Palm
Beach, Florida 33409, manages the portfolio of the QUADRA VALUE EQUITY FUND. CDA
is a limited partnership organized under the laws of the State of Delaware, and
is registered as an investment adviser under the Advisers Act. It presently
manages over $1 billion in assets for colleges and universities, retirement
funds, state and local governments, investment companies and other institutions.
Mr. Carl Domino, CFA, founded CDA in 1987 and is presently Managing Partner and
Senior Portfolio Manager of CDA. Mr. Domino has over twenty-five years' equity
investment experience. Prior to that, Mr. Domino was Senior Portfolio
Manager/Chairman of the Investment Strategy Committee at Delaware Management
Company. Mr. Domino holds a Master's Degree in Business Administration from
Harvard Business School. Mr. Paul Scoville, is a Senior Equity Portfolio Manager
at CDA. He has over twenty-seven years' equity investment experience. Prior to
joining CDA, Mr. Scoville was Managing Director and Senior Portfolio Manager at
Criterion Investment Management. He holds a Law Degree from Emory University.
Mr. Stephen Kent, Jr., CFA, is a Senior Portfolio Manager at CDA. He has over
twenty-six years' investment experience, prior to joining CDA, Mr. Kent was a
Portfolio Manager with George D. Bjurman & Associates in Los Angeles. Mr. Kent
holds a degree from Washington & Lee University. Mr. David Roberts is a Research
Analyst at CDA. He joined the firm in 1996 following his graduate studies in
Business Administration at Vanderbilt University. Mr. Roberts is a Chartered
Financial Analyst candidate.
MCDONALD INVESTMENT MANAGEMENT, INC. ("McDonald"), 40 King Street West,
Suite 3910, Toronto, Ontario, Canada M5H 3Y2, manages the portfolio of the
QUADRA INTERNATIONAL EQUITY FUND. McDonald was organized in 1990 as a
corporation under the laws of the Province of Ontario. It presently manages
approximately $70 million for retirement funds, non-profit organizations, other
institutions and individuals. It is registered in the United States as an
investment adviser under the Advisers Act. Mr. John McDonald, CFA, founded
McDonald and is Chief Investment Officer. He has over twenty years'
international financial analysis and equity investing experience. Prior to
founding the firm, Mr. McDonald was a Vice President at Midland Walwyn. He also
served as Adviser to the Treasurer of the International Monetary Fund and was an
Auditor at the United Nations. Mr. McDonald holds a BBA from the University of
New Brunswick and is a Chartered Accountant. Mr. Ray Di Bernardo, CFA, is
Partner/Vice President of Research at McDonald and has over nine years' equity
investment experience. Prior to that, Mr. Di Bernardo was Vice President of GBC
Asset Management and also served as Portfolio Manager at Royal Trust Co. Mr. Di
Bernardo holds a Bachelor's Degree from the University of Western Ontario. Mr.
Ronald Belcot, Partner/Vice President of Research and Trading, has over 15
years' financial services industry experience. Prior to joining McDonald, he was
with Telerate, Inc. Mr. Belcot holds a degree in Electronic Technology from the
Devry Institute. Mr. William Hallman, CFA, is Partner/Vice
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President of McDonald, he has over six years' equity research experience. He
holds a baccalaureate degree from George Brown College, Toronto.
ANHALT/O'CONNELL INC. ("Anhalt/O'Connell"), 345 South Figueroa Street, Los
Angeles, California 90071, manages the portfolio of the QUADRA LIMITED MATURITY
TREASURY FUND. Anhalt/O'Connell is a corporation organized under the laws of the
State of California, and is registered as an investment adviser under the
Advisers Act. It was organized in 1975. Anhalt/O'Connell presently manages
approximately $800 million for retirement funds and other institutions. Mr. Paul
Anhalt and Mr. Michael O'Connell are the founders of Anhalt/O'Connell. Prior to
that, Mr. Anhalt was a Portfolio Manager/ Economist with Trust Company of the
West. Mr. Anhalt holds a Master's Degree in Finance from the University of
Minnesota. Mr. O'Connell was a Vice President of Laird & Company. He holds a
Master's Degree in Business Administration from Harvard Business School.
LM CAPITAL MANAGEMENT, INC. ("LM Capital"), 5560 La Jolla Boulevard, Suite
E, La Jolla, California 92037, manages the portfolio of the QUADRA OPPORTUNISTIC
BOND FUND. LM Capital was organized in 1988 under the laws of the State of
California, and is registered as an investment adviser under the Advisers Act.
LM Capital presently manages approximately $350 million for pension funds, state
and local governments, other institutions and individuals. Mr. Luis Maizel and
Mr. John Chalker are the founders of LM Capital. Mr. Maizel is Senior Managing
Director and has over ten years' global fixed-income investment experience.
Prior to founding LM Capital, he was the Vice President of Finance at
Grupoventas, S.A.; faculty member at the Harvard Business School; and President
of Industrial Kuick, S.A. Mr. Maizel holds a Master's Degree in Business
Administration from Harvard Business School. Mr. Chalker has over 15 years'
fixed-income and equity investment experience. Prior to founding LM Capital, he
was with Merrill Lynch & Company as a Vice President/Senior Financial
Consultant. Mr. Chalker holds a Bachelor of Science degree from the United
States Naval Academy.
Although LM Capital and Anhalt/O'Connell have extensive management
experience with respect to funds of other institutions as described above, they
do not have prior experience managing an investment company. McDonald, which has
experience managing Canadian mutual funds, has not managed a domestic investment
company.
Quadra performs internal due diligence on each Subadviser and monitors each
Subadviser's performance. Quadra will be responsible for communicating
performance targets and evaluations to the Subadvisers, supervising each
Subadviser's compliance with its Fund's fundamental investment objectives and
policies, authorizing Subadvisers to engage in certain investment techniques for
the Funds, and recommending to the Board of Trustees whether sub-advisory
agreements should be renewed, modified or terminated. Quadra pays a fee to each
of the Subadvisers. These fees are borne solely by Quadra and do not increase
the fees paid by shareholders of the Funds. The amount of these fees may vary
from time to time as a result of periodic negotiations with the Subadvisers and
pursuant to certain factors described in the SAI. As of the date of this
Prospectus, Quadra will pay CDA, McDonald, Anhalt/O'Connell, and LM Capital fees
of 0.31%, 0.375%, 0.15% and 0.18%, respectively, of the average daily net assets
of the corresponding Fund for which the Subadviser provides investment advisory
services.
Quadra also may from time to time recommend that the Board of Trustees
replace one or more Subadvisers or appoint additional Subadvisers, depending on
the Adviser's assessment of what combination of Subadvisers it believes will
optimize each Fund's chances of achieving its investment objectives. In the
event
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that a Subadviser ceased to provide investment advisory services for a Fund,
Quadra would select a similarly qualified investment adviser to replace the
Subadviser but would not manage the Fund's portfolio.
Section 15(a) of the 1940 Act requires that the Trust's shareholders approve
its investment advisory contracts. As interpreted, this requirement applies to
the appointment of the Subadvisers. The Trust is applying to the Securities and
Exchange Commission for a conditional exemption from this shareholder approval
requirement. The Securities and Exchange Commission has granted such
applications in the past, and the Trust expects it will receive the requested
exemption. However, such relief is not guaranteed. If the exemption is granted,
the Board of Trustees would be able to appoint additional or replacement
Subadvisers without Shareholder approval. The Board would not, however, be able
to replace Quadra as investment adviser to any Fund without the approval of that
Fund's shareholders.
ADMINISTRATOR AND DISTRIBUTOR
On behalf of the Fund, the Trust has entered into an Administration
Agreement with Forum Administrative Services LLC ("FAS"). As provided in this
agreement, FAS is responsible for the supervision of the overall management of
the Trust (including the Trust's receipt of services for which it must pay),
providing the Trust with general office facilities and providing persons
satisfactory to the Board of Trustees to serve as officers of the Trust. For
these services, Forum receives from each Fund a fee computed and paid monthly at
an annual rate of 0.10% of the first $50 million of the Fund's average daily net
assets and 0.05% of the average daily net assets over $50 million, subject to an
annual minimum of $40,000. Like the Adviser, FAS, in its sole discretion, may
waive all or any portion of its fees.
Pursuant to a Distribution Agreement with the Trust, Forum Financial
Services, Inc. ("Forum") acts as distributor of the Funds' shares. Forum acts as
the agent of the Trust in connection with the offering of shares of the Fund.
Forum receives no compensation for its services under the Distribution
Agreement. Forum may enter into arrangements with banks, broker-dealers or other
financial institutions ("Selected Dealers") through which investors may purchase
or redeem shares. Forum 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 Funds. Investors purchasing shares of the Funds
through another financial institution should read any materials and information
provided by the financial institution to acquaint themselves with its procedures
and any fees that it may charge.
Forum and FAS are located at Two Portland Square, Portland, Maine 04101.
Forum was incorporated under the laws of the State of Delaware on February 7,
1986 and as of the date hereof manages, administers or distributes registered
investment companies and collective investment funds with assets of
approximately $22 billion. Forum is a registered broker-dealer and investment
adviser and is a member of the National Association of Securities Dealers, Inc.
FAS was established on December 29, 1995 under the laws of the State of
Delaware.
As of the date of this prospectus Forum, FAS, and Forum Financial Corp., the
transfer agent of the Trust, were controlled by John Y. Keffer, president and
Chairman of the Trust.
TRANSFER AGENT
The Trust has entered into a Transfer Agency Agreement with Forum Financial
Corp. ("FFC") pursuant to which FFC acts as the Funds' transfer agent and
dividend disbursing agent. FFC maintains an account for each shareholder of the
Trust (unless such accounts are maintained by sub-transfer agents), performs
other transfer agency functions and acts as dividend disbursing agent for the
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Trust. In addition, FFC performs portfolio accounting services for the Fund,
including determination of the Funds' net asset value.
EXPENSES OF THE TRUST
The Adviser has agreed to reimburse the Trust for certain of the Funds'
operating expenses (exclusive of interest, taxes, brokerage, fees and
organization expenses, all to the extent permitted by applicable state law or
regulation) which in any year exceed the limits prescribed by any state in which
the Funds' shares are qualified for sale. The Trust may elect not to qualify its
shares for sale in every state. For the purpose of this obligation to reimburse
expenses, the Funds' annual expenses are estimated and accrued daily, and any
appropriate estimated payments will be made by the Adviser monthly.
Subject to the above obligations, the Trust is obligated to pay all of the
Trust's other expenses. Each Fund's expenses include Trust expenses attributable
to that Fund, which are allocated to the Fund, and expenses not specifically
attributable to that Fund, which are allocated among the Fund and all other
funds of the Trust in proportion to their average net assets. Quadra and FAS may
each elect to waive (or continue to waive) all or a portion of their fees, which
are accrued daily and paid monthly. Any such waivers will have the effect of
increasing a Fund's performance for the period during which the waiver is in
effect. No fee waivers may be recouped at a later date. Except as expressly
indicated, fee waivers are voluntary and may be reduced or eliminated at any
time.
Subject to the obligation of Quadra to reimburse the Trust for certain
excess expenses, under the Investment Advisory Agreements, the Trust has
confirmed its obligation to pay all the Trust's expenses, including: interest
charges, taxes, brokerage fees and commissions; certain insurance premiums;
fees, interest charges and expenses of the custodian, any subcustodian, transfer
agent and dividend disbursing agent and providers of pricing, credit analysis
and dividend services; telecommunications expenses; auditing, legal and
compliance expenses; costs of maintaining corporate existence; costs of
preparing and printing the Fund's prospectuses, SAI, account application forms
and shareholder reports and delivering them to existing shareholders; costs of
maintaining books of original entry for fund accounting and other required books
and accounts and of calculating the net asset value of shares of each Fund;
costs of reproduction, stationery and supplies; compensation of trustees,
officers and employees of the Fund or Trust who are not employees of Quadra,
Forum or their affiliates and costs of other personnel performing services for
each Fund; costs of meetings of the Trust; SEC registration fees and related
expenses; state securities laws registration fees and expenses; fees and out of
pocket expenses payable to Quadra and Forum; and fees and expenses paid by each
Fund pursuant to the distribution plan.
PURCHASES AND REDEMPTIONS OF SHARES
GENERAL INFORMATION
Shares of a Fund may be purchased or redeemed at a price equal to their net
asset value next-determined after acceptance of an order on each Fund Business
Day. Each Fund's net asset value is calculated at the close of trading on the
NYSE, normally 4:00 p.m. If the NYSE closes early, however, the Trust will
advance the time at which its NAV is calculated. Purchase or redemption orders
are accepted by the transfer agent between 9:00 a.m. and 6:00 p.m. (Eastern
Time).
Investors may purchase or redeem shares of a Fund by following the
instructions set forth below. Shareholders of record will receive from the Trust
periodic statements listing all account activity during the statement period.
The Trust reserves the right in the future to modify, limit or terminate any
shareholder privilege upon appropriate notice to
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shareholders and may charge a fee for certain shareholder services, although no
such fees are currently contemplated.
PURCHASES. Fund Shares are sold at a price equal to their net asset value
next-determined after acceptance of an order on each Fund Business Day. Fund
shares are issued immediately after an order for the shares in proper form is
accepted by the Transfer Agent. Fund shares become entitled to receive dividends
on the next Fund Business Day after the order is accepted. The Funds reserve the
right to reject any subscription for the purchase of their shares.
REDEMPTIONS. Fund shares may be redeemed without charge at their net asset
value next-determined on any Fund Business Day. There is no minimum period of
investment and no restriction on the frequency of redemptions. Fund shares are
redeemed as of the next determination of the Fund's net asset value following
acceptance by the Transfer Agent of the redemption order in proper form (and any
supporting documentation which the Transfer Agent may require). Shares redeemed
are not entitled to receive dividends declared after the day on which the
redemption becomes effective.
Normally, redemption proceeds are paid immediately, but in no event later
than seven days, following acceptance of a redemption order. Proceeds of
redemption requests (and exchanges), however, will not be paid unless any check
used to purchase the shares has been cleared by the shareholder's bank, which
may take up to 15 calendar days. This delay may be avoided by investing through
wire transfers. Unless otherwise indicated, redemption proceeds normally are
paid by check mailed to the shareholder's record address. The right of
redemption may not be suspended nor the payment dates postponed for more than
seven days after the tender of the shares to the Fund except when the New York
Stock Exchange is closed (or when trading thereon is restricted) for any reason
other than its customary weekend or holiday closings or under any emergency or
other circumstance as determined by the SEC.
Proceeds of redemptions normally are paid in cash. However, payments may be
made wholly or partially in portfolio securities if the Board determines that
payment in cash would be detrimental to the best interests of the Fund. The
Trust will only effect a redemption in portfolio securities if the particular
shareholder is redeeming more than $250,000 or 1% of the Fund's net assets,
whichever is less, during any 90-day period.
The Trust employs reasonable procedures to ensure that telephone orders are
genuine (which include recording certain transactions and the use of shareholder
security codes). If the Trust did not employ such procedures, it could be liable
for any losses due to unauthorized or fraudulent telephone instructions.
Shareholders should verify the accuracy of telephone instructions immediately
upon receipt of confirmation statements. During times of drastic economic or
market changes, telephone redemption and exchange privileges may be difficult to
implement. In the event that a shareholder is unable to reach the Transfer Agent
by telephone, requests may be mailed or hand-delivered to the Transfer Agent.
Due to the cost to the Trust of maintaining smaller accounts, the Trust
reserves the right to redeem, upon not less than 60 days' written notice, all
shares in any Fund account with an aggregate net asset value of less than
$25,000. The Trust will not redeem accounts that fall below that amount solely
as a result of a reduction in net asset value.
SHARE CERTIFICATES. The Transfer Agent maintains a shareholder account for
each shareholder. The Trust does not issue share certificates.
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PURCHASE AND REDEMPTION PROCEDURES
The following purchase and redemption procedures and shareholder services
apply to investors who invest in the Funds directly. These investors may open an
account by completing an account application or by contacting Quadra at the
address on the first page of this prospectus. For those shareholder services not
referenced on the account application and to change information regarding a
shareholder's account (such as addresses), investors should request an Optional
Services Form from Quadra.
INITIAL PURCHASE OF SHARES
There is a $100,000 minimum for an initial investment in any of the Funds.
The Trust reserves the right to waive the minimum investment requirement. There
is no minimum for subsequent investments.
BY MAIL. Investors may send a check made payable to The Quadra Funds along
with a completed account application to the address listed on the cover page of
this Prospectus. Checks are accepted at full value subject to collection. If a
check does not clear, the purchase order will be canceled and the investor will
be liable for any losses or fees incurred by the Trust, the Transfer Agent or
Forum.
BY BANK WIRE. To make an initial investment in a Fund using the wire system
for transmittal of money among banks, an investor should first telephone Quadra
at 800.595.9291 or 617.426.0900 to obtain an account number. The investor should
then instruct a bank to wire the investor's money immediately to:
First National Bank of Boston
Boston, Massachusetts
ABA# 011000390
For Credit To: Forum Financial Corp.
Account #: 541-54171
Re: [Name of Fund]
Account #:_________
Account Name:_________
The investor should then promptly complete and mail the account application.
Any investor planning to wire funds should instruct a bank early in the day so
the wire transfer can be accomplished the same day. There may be a charge
imposed by the bank for transmitting payment by wire, and there also may be a
charge for the use of Federal Funds.
SUBSEQUENT PURCHASES OF SHARES
There is no minimum for subsequent purchases. Subsequent purchases may be
made by mailing a check or by sending a bank wire as indicated above.
Shareholders using the wire system for purchase should first telephone Quadra at
800.595.9291 or 617.426.0900 to notify it of the wire transfer. All payments
should clearly indicate the shareholder's name and account number.
Shareholders may purchase Fund shares at regular, pre-selected intervals by
authorizing the automatic transfer of funds from a designated bank account
maintained with a United States banking institution which is an Automated
Clearing House member. Under the program, existing shareholders may authorize
amounts of $250 or more to be debited from their bank account and invested in a
Fund monthly or quarterly. Shareholders may terminate their automatic
investments or change the amount to be invested at any time by written
notification to Quadra.
REDEMPTION OF SHARES
Shareholders that wish to redeem shares by telephone or receive redemption
proceeds by bank wire must elect these options by properly completing the
appropriate sections of their account application. These privileges may not be
available until several weeks after a shareholder's application is received.
Shares for which certificates have been issued may not be redeemed by telephone.
BY MAIL. Shareholders may make a redemption in any amount by sending a
written request to
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Quadra. All written requests for redemption must be signed by the shareholder
with signature guaranteed.
BY TELEPHONE. A shareholder that has elected telephone redemption
privileges may make a telephone redemption request by calling Quadra at
800.595.9291 or 617.426.0900 and providing the shareholder's account number, the
exact name in which the shareholder's shares are registered and the
shareholder's social security or taxpayer identification number. In response to
the telephone redemption instruction, the Fund will mail a check to the
shareholder's record address or, if the shareholder has elected wire redemption
privileges, wire the proceeds.
BY BANK WIRE. For redemptions of more than $5,000, a shareholder that has
elected wire redemption privileges may request a Fund to transmit the redemption
proceeds by Federal Funds wire to a bank account designated on the shareholder's
account application. To request bank wire redemptions by telephone, the
shareholder also must have elected the telephone redemption privilege.
Redemption proceeds are transmitted by wire on the day after the redemption
request in proper form is received by the Transfer Agent.
AUTOMATIC REDEMPTIONS. Shareholders may redeem Fund shares at regular,
pre-selected intervals by authorizing the automatic redemption of shares from
their Fund account. Redemption proceeds will be sent either by check or by
automatic transfer to a designated bank account maintained with a United States
banking institution which is an Automated Clearing House member. Under this
program, shareholders may authorize the redemption of shares in amounts of $250
or more from their account monthly, twice a month or quarterly. Shareholders may
terminate their automatic redemptions or change the amount to be redeemed at any
time by written notification to Quadra.
OTHER REDEMPTION MATTERS. A signature guarantee is required for any written
redemption request. In addition, a signature guarantee also is required for
instructions to change a shareholder's record name or address, designated bank
account for wire redemptions or automatic investment or redemption, dividend
election, telephone redemption or exchange option election or any other option
election in connection with the shareholder's account. Signature guarantees may
be provided by any eligible institution, including a bank, a broker, a dealer, a
national securities exchange, a credit union, or a savings association that is
authorized to guarantee signatures, acceptable to the Transfer Agent. Whenever a
signature guarantee is required, the signature of each person required to sign
for the account must be guaranteed.
The Transfer Agent will deem a shareholder's account "lost" if
correspondence to the shareholder's address of record is returned for six
months, unless the Transfer Agent determines the shareholder's new address. When
an account is deemed 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.
EXCHANGES
Shareholders may exchange their shares for shares of any other Quadra Fund,
or the Daily Assets Cash Fund, a money market fund of the Trust offered through
a separate prospectus, if shares of the Quadra Fund are eligible for sale in the
shareholder's state of residence. Exchanges may only be made between accounts
registered in the same name. The minimum amount to open an account in a Fund
through an exchange from another fund is $100,000. A completed account
application must be submitted to open a new account in a Fund through an
exchange if the shareholder requests any shareholder privilege not associated
with the existing account. Exchanges are subject to the fees charged by, and the
restrictions listed in the prospectus for, the fund into which a shareholder is
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exchanging. The Funds do not charge for the exchange privilege and there is
currently no limit on the number of exchanges a shareholder may make.
The Trust (and Federal tax law) treats an exchange as a redemption of the
shares owned and the purchase of the shares of the fund being acquired.
Redemptions and purchases are effected at the respective net asset values of the
two funds as next determined following receipt of proper instructions and all
necessary supporting documents by the fund whose shares are being exchanged.
BY MAIL. Exchanges may be accomplished by written instruction to Quadra.
All written requests for exchanges must be signed by the shareholder (a
signature guarantee is not required).
BY TELEPHONE. Exchanges may be accomplished by telephone by any shareholder
that has elected telephone exchange privileges by calling Quadra at 800.595.9291
or 617.426.0900 and providing the shareholder's account number, the exact name
in which the shareholder's shares are registered and the shareholder's social
security or taxpayer identification number.
INDIVIDUAL RETIREMENT ACCOUNTS
None of the Funds individually should be considered a complete investment
vehicle for the assets held in individual retirement accounts ("IRAs"). The
minimum initial investment for an IRA is $100,000. The Trust reserves the right
to waive this minimum. There is no minimum subsequent investment. Individuals
may make tax-deductible IRA contributions of up to a maximum of $2,000 annually.
However, this deduction will be reduced if the individual or, in the case of a
married individual filing jointly, either the individual or the individual's
spouse is an active participant in an employer-sponsored retirement plan and has
adjusted gross income above certain levels.
PURCHASES AND REDEMPTIONS THROUGH FINANCIAL INSTITUTIONS
Shares may be purchased and redeemed through certain broker-dealers, banks,
trust companies and their affiliates, and other financial institutions,
including affiliates of the Transfer Agent ("Processing Organizations").
Investors who purchase shares through a Processing Organization may be charged a
fee for their services and if the investors effect transactions in Fund shares
through a broker or agent. Investors will be subject to the procedures of their
Processing Organization, which may include limitations, investment minimums,
cutoff times and restrictions in addition to, or different from, those
applicable to shareholders who invest in the Fund directly. These investors
should acquaint themselves with their Processing Organization's procedures and
should read this Prospectus in conjunction with any materials and information
provided by their Processing Organization. Customers who purchase Fund shares
through a Processing Organization may or may not be the shareholder of record
and, subject to their Processing Organization's and the Fund's procedures, may
have Fund shares transferred into their name. Under their arrangements with the
Trust, broker-dealer Processing Organizations are not generally required to
deliver payment for purchase orders until several business days after a purchase
order has been received by a Fund. Certain other Processing Organizations may
also enter purchase orders with payment to follow.
Certain shareholder services may not be available to shareholders who have
purchased shares through a Processing Organization. These shareholders should
contact their Processing Organization for further information. The Trust may
confirm purchases and redemptions of a Processing Organization's customers
directly to the Processing Organization, which in turn will provide its
customers with such confirmations and periodic statements as may be required by
law or agreed to between the Processing Organization and its customers. The
Trust is not responsible for
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the failure of any Processing Organization to carry out its obligations to its
customer. Certain states permit shares of the Fund to be purchased and redeemed
only through registered broker-dealers, including the Fund's distributor.
DIVIDENDS AND TAX MATTERS
DIVIDENDS
QUADRA VALUE EQUITY FUND AND QUADRA INTERNATIONAL EQUITY FUND. Dividends
representing the net investment income of the Funds are declared and paid at
least annually. Net capital gains realized by the Funds, if any, also will be
distributed annually.
QUADRA OPPORTUNISTIC BOND FUND AND QUADRA LIMITED MATURITY TREASURY
FUND. Dividends representing the net investment income of the Funds are
declared daily and paid monthly. Dividends of net capital gain, if any, realized
by a Fund are distributed annually.
GENERAL. Shareholders may choose either to have all dividends reinvested in
additional shares of the Fund that paid the dividend or received in cash. In
addition, shareholders may have dividends of net capital gain reinvested in
shares of their respective Funds and dividends of net investment income paid in
cash. All dividends are treated in the same manner for Federal income tax
purposes whether received in cash or reinvested in shares of the Funds.
All dividends will be reinvested at the Fund's net asset value as of the
payment date of the dividend. All dividends are reinvested unless another option
is selected. All dividends not reinvested will be paid to the shareholder in
cash. Cash payments may be paid more than seven days following the date on which
dividends would otherwise be reinvested.
TAXES
Each Fund intends to qualify for each fiscal year to be taxed as a
"regulated investment company" under the Internal Revenue Code of 1986 (the
"Code"). As such, the Funds will not be liable for Federal income taxes on the
net investment income and net capital gain distributed to their shareholders.
Because the Funds intend to distribute all of their net investment income and
net capital gain each year, the Funds should avoid all Federal income and excise
taxes.
GENERAL. Distributions by the Funds of realized net long-term capital gain,
if any, are taxable to shareholders as long-term capital gain, regardless of the
length of time the shareholder may have held shares in the Fund. If Fund shares
are sold at a loss after being held for six months or less, the loss will be
treated as long-term capital loss to the extent of any long-term capital gain
distribution received on those shares.
Any capital gain distribution received by a shareholder reduces the net
asset value of the shareholder's shares by the amount of the distribution. To
the extent that capital gain was accrued by a Fund before the shareholder
purchased the shares, the distribution would be in effect a return of capital to
the shareholder. Capital gain distributions, including those that operate as a
return of capital, however, are taxable to the shareholder receiving them.
The Funds may be required by Federal law to withhold 31% of reportable
payments (which may include taxable dividends, capital gain distributions and
redemption proceeds) paid to individuals and certain other non-corporate
shareholders. Withholding is not required if a shareholder certifies that the
shareholder's social security or tax identification number provided to the Funds
is correct and that the shareholder is not subject to backup withholding.
Reports containing appropriate information with respect to the Federal
income tax status of
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dividends and distributions paid during the year by the Funds will be mailed to
shareholders shortly after the close of each year.
Quadra International Equity Fund intends to elect, pursuant to Section 853
of the Code, if eligible to do so, to pass through to its shareholders the
amount of foreign income taxes paid by the Fund. If the Fund makes this
election, each shareholder should include in his or her report of gross income
both cash dividends received from the Fund and the amount which the Fund advises
is his or her pro rata portion of foreign income taxes paid by the Fund. Each
shareholder then would be entitled, subject to certain limitations, to take a
foreign tax credit against his or her Federal income tax liability for the
amount of such foreign taxes or else to deduct such foreign taxes as an itemized
deduction from gross income.
OTHER INFORMATION
PERFORMANCE INFORMATION
Each Fund's performance may be quoted in advertising in terms of yield or
total return. Both types are based on historical results and are not intended to
indicate future performance. A Fund's yield is a way of showing the rate of
income earned by the Fund as a percentage of the Fund's share price. Yield is
calculated by dividing the net investment income of the Fund for the stated
period by the average number of shares entitled to receive dividends and
expressing the result as an annualized percentage rate based on the Fund's share
price at the end of the period. Total return refers to the average annual
compounded rates of return over some representative period that would equate an
initial amount invested at the beginning of a stated period to the ending
redeemable value of the investment, after giving effect to the reinvestment of
all dividends and distributions and deductions of expenses during the period. A
Fund also may advertise its total return over different periods of time or by
means of aggregate, average, year by year, or other types of total return
figures. Because average annual returns tend to smooth out variations in each
Fund's returns, shareholders should recognize that they are not the same as
actual year-by-year results.
Each Fund's advertisements any reference ratings and rankings among similar
funds by independent evaluators such as Morningstar, Lipper Analytical Services,
Inc. or IBC/Donoghue, Inc. In addition, the performance of the Funds may be
compared to recognized indices of market performance. The comparative material
found in a Fund's advertisements, sales literature or reports to shareholders
may contain performance ratings. These are not to be considered representative
or indicative of future performance.
BANKING LAW MATTERS
Banking laws and regulations generally permit a bank or bank affiliate to
purchase shares of an investment company as agent for and upon the order of a
customer and in the view of Forum would permit a bank or bank affiliate to serve
as a Processing Organization or perform sub-transfer agent or similar services
for the Trust and its shareholders. If a bank or bank affiliate were prohibited
from performing all or a part of the foregoing services, its shareholder
customers would be permitted to remain shareholders of the Trust and alternative
means for continuing to service them would be sought. It is not expected that
shareholders would suffer adverse financial consequences as a result of any
changes in bank or bank affiliate service arrangements.
DETERMINATION OF NET ASSET VALUE
The Trust determines the net asset value per share of the each Fund as of
4:00 p.m., Eastern time, on each Fund Business Day by dividing the value of the
Fund's net assets (I.E., the value of its portfolio securities and other assets
less its liabilities) by the number of that Fund's shares outstanding at the
time the determination is made.
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Securities owned by a Fund for which market quotations are readily available are
valued at current market value, or, in their absence, at fair value as
determined by the Board.
THE TRUST AND ITS SHARES
The Trust was originally incorporated in Maryland on March 24, 1980 and
assumed the name of Forum Funds, Inc. on March 16, 1987. On January 5, 1996,
Forum Funds, Inc. was reorganized as a Delaware business trust under the name
Forum 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 portfolios or series
(such as the Funds) and may in the future divide portfolios or series into two
or more classes of shares (such as Investor and Institutional Shares). Currently
the authorized shares of the Trust are divided into 15 separate series.
Each share of each fund of the Trust has equal dividend, distribution,
liquidation and voting rights, and fractional shares have those rights
proportionately. Generally, shares will be voted in the aggregate without
reference to a particular portfolio, except if the matter affects only one
portfolio or voting by portfolio is required by law. 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. Shareholders have available certain procedures for the
removal of Trustees. 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 nonassessable. Shares are redeemable at net
asset value. A shareholder of a Fund is entitled to the shareholder's pro rata
share of all dividends and distributions arising from that Fund's assets and,
upon redeeming shares, will receive the portion of the Fund's net assets
represented by the redeemed shares.
From time to time, certain shareholders may own a large percentage of the
shares of a Fund. Accordingly, those shareholders may be able to greatly affect
(if not determine) the outcome of a shareholder vote.
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APPENDIX A
INVESTMENTS, INVESTMENT
STRATEGIES AND RISK
CONSIDERATIONS
COMMON STOCK AND PREFERRED STOCK
QUADRA VALUE EQUITY FUND AND QUADRA INTERNATIONAL EQUITY FUND (collectively,
the "Equity Funds"). Common stockholders are the owners of the company issuing
the stock and, accordingly, vote on various corporate governance matters such as
mergers. They are not creditors of the company, but rather, upon liquidation of
the company are entitled to their pro rata share of the company's assets after
creditors (including fixed income security holders) and, if applicable,
preferred stockholders are paid. Preferred stock is a class of stock having a
preference over common stock as to dividends and, generally, as to the recovery
of investment. A preferred stockholder is a shareholder in the company and not a
creditor of the company as is a holder of the company's fixed income securities.
Dividends paid to common and preferred stockholders are distributions of the
earnings of the company and not interest payments, which are expenses of the
company. Equity securities owned by a Fund may be traded on national securities
exchanges, in the over-the-counter market or on a regional securities exchange
and may not be traded every day or in the volume typical of securities traded on
a major national securities exchange. As a result, disposition by a Fund of a
portfolio security to meet redemptions by shareholders or otherwise may require
the Fund to sell these securities at a discount from market prices, to sell
during periods when disposition is not desirable, or to make many small sales
over an extended period of time. The market value of all securities, including
equity securities, is based upon the market's perception of value and not
necessarily the book value of an issuer or other objective measure of a
company's worth.
CONVERTIBLE SECURITIES
THE EQUITY FUNDS. Convertible securities, which include convertible debt,
convertible preferred stock and other securities exchangeable under certain
circumstances for shares of common stock, are fixed income securities or
preferred stock which generally may be converted at a stated price within a
specific amount of time into a specified number of shares of common stock. A
convertible security entitles the holder to receive interest paid or accrued on
debt or the dividend paid on preferred stock until the convertible security
matures or is redeemed, converted or exchanged. Before conversion, convertible
securities have characteristics similar to nonconvertible debt securities in
that they ordinarily provide a stream of income with generally higher yields
than those of common stocks of the same or similar issuers. These securities are
usually senior to common stock in a company's capital structure, but usually are
subordinated to non-convertible debt securities. In general, the value of a
convertible security is the higher of its investment value (its value as a fixed
income security) and its conversion value (the value of the underlying shares of
common stock if the security is converted). As a fixed income security, the
value of a convertible security generally increases when interest rates decline
and generally decreases when interest rates rise. The value of a convertible
security is, however, also influenced by the value of the underlying common
stock. The Fund may only invest in convertible securities that are investment
grade.
The Fund may invest in equity-linked securities, including Preferred Equity
Redemption Cumulative Stock ("PERCS"), Equity-Linked Securities ("ELKS"), and
Liquid Yield Option Notes ("LYONS"). Equity-Linked Securities are securities
that are convertible into or based upon the value of, equity securities upon
certain terms and conditions. The amount received by an investor at maturity of
these securities is not fixed but is based
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on the price of the underlying common stock, which may rise or fall. In
addition, it is not possible to predict how equity-linked securities will trade
in the secondary market or whether the market for them will be liquid or
illiquid.
WARRANTS
EQUITY FUNDS. A Fund may invest in warrants, which are options to purchase
an equity security at a specified price (usually representing a premium over the
applicable market value of the underlying equity security at the time of the
warrant's issuance) and usually during a specified period of time. Unlike
convertible securities and preferred stocks, warrants do not pay a fixed
dividend. Investments in warrants involve certain risks, including the possible
lack of a liquid market for the resale of the warrants, potential price
fluctuations as a result of speculation or other factors and failure of the
price of the underlying security to reach a level at which the warrant can be
prudently exercised (in which case the warrant may expire without being
exercised, resulting in the loss of the Fund's entire investment therein).
ADRS AND EDRS
QUADRA INTERNATIONAL EQUITY FUND. The Fund may invest in sponsored and
unsponsored American Depository Receipts ("ADRs"), which are receipts issued by
an American bank or trust company evidencing ownership of underlying securities
issued by a foreign issuer. ADRs, in registered form, are designed for use in
U.S. securities markets. Unsponsored ADRs may be created without the
participation of the foreign issuer. Holders of these ADRs generally bear all
the costs of the ADR facility, whereas foreign issuers typically bear certain
costs in a sponsored ADR. The bank or trust company depository of an unsponsored
ADR may be under no obligation to distribute shareholder communications received
from the foreign issuer or to pass through voting rights. The Fund may also
invest in European Depository Receipts ("EDRs"), receipts issued by a European
financial institution evidencing an arrangement similar to that of ADRs, and in
other similar instruments representing securities of foreign companies. EDRs, in
bearer form, are designed for use in European securities markets.
U.S. GOVERNMENT SECURITIES
ALL FUNDS. The Funds may invest in securities issued by the United States
Treasury, such as Treasury bills, notes and bonds, that are fully guaranteed as
to payment of principal and interest by the United States Government. The Funds
may invest in U.S. Government Securities, that is, obligations issued or
guaranteed as to principal and interest by the U.S. Government, its agencies or
instrumentalities. The U.S. Government Securities in which these Funds may
invest include obligations issued or guaranteed by U.S. Government agencies and
instrumentalities and backed by the full faith and credit of the U.S.
Government, such as those guaranteed by the Small Business Administration or
issued by the Government National Mortgage Association. In addition, the U.S.
Government Securities in which the Funds may invest include securities supported
primarily or solely by the creditworthiness of the issuer, such as securities of
the Federal National Mortgage Association, the Federal Home Loan Mortgage
Corporation and the Tennessee Valley Authority. There is no guarantee that the
U.S. Government will support securities not backed by its full faith and credit.
Accordingly, although these securities have historically involved little risk of
loss of principal if held to maturity, they may involve more risk than
securities backed by the U.S. Government's full faith and credit.
ZERO-COUPON SECURITIES
QUADRA OPPORTUNISTIC BOND FUND. The Fund may invest in separately traded
principal and interest components of securities issued or guaranteed by the U.S.
Treasury. These components are traded independently under the Treasury's
Separate Trading of Registered Interest and Principal of Securities ("STRIPS")
program or as Coupons Under Book Entry Safekeeping ("CUBES"). The
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Funds may invest in other types of related zero-coupon securities. For instance,
a number of banks and brokerage firms separate the principal and interest
portions of U.S. Treasury securities and sell them separately in the form of
receipts or certificates representing undivided interests in these instruments.
These instruments are generally held by a bank in a custodial or trust account
on behalf of the owners of the securities and are known by various names,
including Treasury Receipts ("TRs"), Treasury Investment Growth Receipts
("TIGRs") and Certificates of Accrual on Treasury Securities ("CATS").
Zero-coupon securities also may be issued by corporations and municipalities.
Zero-coupon securities are sold at original issue discount and pay no
interest to holders prior to maturity, but a Fund holding a zero-coupon security
must include a portion of the original issue discount of the security as income.
Because of this, zero-coupon securities may be subject to greater fluctuation of
market value than the other securities in which the Funds may invest. The Funds
distribute all of their net investment income, and may have to sell portfolio
securities to distribute imputed income, which may occur at a time when a
Sub-adviser would not have chosen to sell such securities and which may result
in a taxable gain or loss.
CORPORATE DEBT SECURITIES
COMMERCIAL PAPER
QUADRA OPPORTUNISTIC BOND FUND. The corporate debt securities in which the
Fund may invest include corporate bonds and notes and short-term investments
such as commercial paper and variable rate demand notes. Commercial paper
(short-term promissory notes) is issued by companies to finance their or their
affiliates' current obligations and is frequently unsecured. Variable and
floating rate demand notes are unsecured obligations redeemable upon not more
than 30 days' notice. These obligations include master demand notes that permit
investment of fluctuating amounts at varying rates of interest pursuant to
direct arrangement with the issuer of the instrument. The issuer of these
obligations often has the right, after a given period, to prepay the outstanding
principal amount of the obligations upon a specified number of days' notice.
These obligations generally are not traded, nor generally is there an
established secondary market for these obligations. To the extent a demand note
does not have a 7 day or shorter demand feature and there is no readily
available market for the obligation, it is treated as an illiquid security.
FINANCIAL INSTITUTION OBLIGATIONS
EQUITY FUNDS AND QUADRA OPPORTUNISTIC BOND FUND. A Fund may invest in
obligations of financial institutions, including negotiable certificates of
deposit, bankers' acceptances and time deposits of U.S. banks (including savings
banks and savings associations), foreign branches of U.S. banks, foreign banks
and their non-U.S. branches (Eurodollars), U.S. branches and agencies of foreign
banks (Yankee dollars), and wholly-owned banking-related subsidiaries of foreign
banks.
Certificates of deposit represent an institution's obligation to repay funds
deposited with it that earn a specified interest rate over a given period.
Bankers' acceptances are negotiable obligations of a bank to pay a draft which
has been drawn by a customer and are usually backed by goods in international
trade. Time deposits are non-negotiable deposits with a banking institution that
earn a specified interest rate over a given period. Certificates of deposit and
fixed time deposits, which are payable at the stated maturity date and bear a
fixed rate of interest, generally may be withdrawn on demand but may be subject
to early withdrawal penalties which could reduce the Fund's yield. Deposits
subject to early withdrawal penalties or that mature in more than 7 days are
treated as illiquid securities if there is no readily available market for the
securities. A Fund's investments in the obligations of foreign banks and their
branches, agencies or subsidiaries may be obligations of the parent, of the
issuing branch, agency or subsidiary, or both.
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Investments in foreign bank obligations are limited to banks and branches
located in countries which the Advisers believe do not present undue risk.
PARTICIPATION INTERESTS
QUADRA OPPORTUNISTIC BOND FUND. The Fund may purchase participation
interests in loans or securities in which the Fund may invest directly that are
owned by banks or other financial institutions. A participation interest gives
the Fund an undivided interest in a loan or security in the proportion that the
Fund's interest bears to the total principal amount of the security.
Participation interests, which may have fixed, floating or variable rates, may
carry a demand feature backed by a letter of credit or guarantee of the bank or
institution permitting the holder to tender them back to the bank or other
institution. For certain participation interests the Fund will have the right to
demand payment, on not more than 7 days' notice, for all or a part of the Fund's
participation interest. The Fund will only purchase participation interests from
banks or other financial institutions that the Adviser deems to be creditworthy.
The Fund will not invest more than 10 percent of its total assets in
participation interests in which the Fund does not have demand rights.
ILLIQUID SECURITIES
RESTRICTED SECURITIES
ALL FUNDS. Each Fund may invest up to 15 percent of its net assets in
securities that at the time of purchase are illiquid. Historically, illiquid
securities have included securities subject to contractual or legal restrictions
on resale because they have not been registered under the Securities Act of 1933
("restricted securities"), securities which are otherwise not readily
marketable, such as over-the-counter options, and repurchase agreements not
entitling the holder to payment of principal in 7 days. Limitations on resale
may have an adverse effect on the marketability of portfolio securities and a
Fund might also have to register restricted securities in order to dispose of
them, resulting in expense and delay. A Fund might not be able to dispose of
restricted or other 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.
An institutional market has developed for certain securities that are not
registered under the Securities Act of 1933, including repurchase agreements,
commercial paper, foreign securities and corporate bonds and notes.
Institutional investors depend on an efficient institutional market in which the
unregistered security can be readily resold or on the issuer's ability to honor
a demand for repayment of the unregistered security. A securities contractual or
legal restrictions on resale to the general public or to certain institutions
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 Securities Act of 1933 or other exemptions, the Advisers may determine that
such securities are not illiquid securities, under guidelines or other
exemptions adopted by the Board. These guidelines take into account trading
activity in the securities and the availability of reliable pricing information,
among other factors. If there is a lack of trading interest in a particular Rule
144A security, a Fund's holdings of that security may be illiquid.
BORROWING
ALL FUNDS. Each Fund may borrow money from banks or by entering into
reverse repurchase agreements, but the Funds will limit borrowings to amounts
not in excess of 33 1/3% of the value of the Fund's total assets (computed
immediately after the borrowing). B orrowing for other than temporary or
emergency purposes, including the meeting of redemption requests, may not exceed
an amount equal to 5% of the value of the Fund's net assets. Borrowing involves
special risk considerations. Interest costs on borrowings may fluctuate with
changing market rates of interest and may partially offset or exceed the return
earned on borrowed funds (or on the assets that were retained
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rather than sold to meet the needs for which funds were borrowed). Under adverse
market conditions, a Fund might have to sell portfolio securities to meet
interest or principal payments at a time when investment considerations would
not favor such sales. No Fund may purchase securities for investment while any
borrowing equal to 5 percent or more of the Fund's total assets is outstanding
or borrow for purposes other than meeting redemptions in an amount exceeding 5
percent of the value of the Fund's total assets. A Fund's use of borrowed
proceeds to make investments would subject the Fund to the risks of leveraging.
Reverse repurchase agreements, short sales not against the box, dollar roll
transactions and other similar investments that involve a form of leverage have
characteristics similar to borrowings but are not considered borrowings if the
Fund maintains a segregated account; the use of these techniques in connection
with a segregated account may result in a Fund's assets being 100 percent
leveraged. See "Appendix A - Techniques Involving Leverage."
TECHNIQUES INVOLVING LEVERAGE
ALL FUNDS. Utilization of leveraging involves special risks and may involve
speculative investment techniques. The Funds may borrow for other than temporary
or emergency purposes, lend their securities, enter reverse repurchase
agreements, and purchase securities on a when issued or forward commitment
basis. In addition, Quadra Opportunistic Bond Fund may engage in dollar roll
transactions and may purchase securities on margin and sell securities short
(other than against the box). Each of these transactions involves the use of
"leverage" when cash made available to the Fund through the investment technique
is used to make additional portfolio investments. In addition, the use of swap
and related agreements may involve leverage. The Funds use these investment
techniques only when the Adviser to a Fund believes that the leveraging and the
returns available to the Fund from investing the cash will provide shareholders
a potentially higher return.
Leverage exists when a Fund achieves the right to a return on a capital base
that exceeds the Fund's investment. Leverage creates the risk of magnified
capital losses which occur when losses affect an asset base, enlarged by
borrowings or the creation of liabilities, that exceeds the equity base of the
Fund.
The risks of leverage include a higher volatility of the net asset value of
the Fund's shares and the relatively greater effect on the net asset value of
the shares caused by favorable or adverse market movements or changes in the
cost of cash obtained by leveraging and the yield obtained from investing the
cash. So long as a Fund is able to realize a net return on its investment
portfolio that is higher than interest expense incurred, if any, leverage will
result in higher current net investment income being realized by the Fund than
if the Fund were not leveraged. On the other hand, interest rates change from
time to time as does their relationship to each other depending upon such
factors as supply and demand, monetary and tax policies and investor
expectations. Changes in such factors could cause the relationship between the
cost of leveraging and the yield to change so that rates involved in the
leveraging arrangement may substantially increase relative to the yield on the
obligations in which the proceeds of the leveraging have been invested. To the
extent that the interest expense involved in leveraging approaches the net
return on the Fund's investment portfolio, the benefit of leveraging will be
reduced, and, if the interest expense on borrowings were to exceed the net
return to shareholders, the Fund's use of leverage would result in a lower rate
of return than if the Fund were not leveraged. Similarly, the effect of leverage
in a declining market could be a greater decrease in net asset value per share
than if the Fund were not leveraged. In an extreme case, if the Fund's current
investment income were not sufficient to meet the interest expense of
leveraging, it could be necessary for the Fund to liquidate certain of its
investments at an inappropriate time. The use of leverage may be considered
speculative.
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SEGREGATED ACCOUNT. In order to limit the risks involved in various
transactions involving leverage, the Trust's custodian will set aside and
maintain in a segregated account cash, U.S. Government Securities and other
liquid, high-grade debt securities in accordance with SEC guidelines. The
account value, which is marked to market daily, will be at least equal to the
Fund's commitments under these transactions. The Fund's commitments may include
(i) the Fund's obligations to repurchase securities under a reverse repurchase
agreement, settle when-issued and forward commitment transactions and make
payments under a cap or floor (see "Appendix A - Swap Agreements") and (ii) the
greater of the market value of securities sold short or the value of the
securities at the time of the short sale (reduced by any margin deposit). The
net amount of the excess, if any, of a Fund's obligations over its entitlements
with respect to each interest rate swap will be calculated on a daily basis and
an amount at least equal to the accrued excess will be maintained in the
segregated account. If the Fund enters into an interest rate swap on other than
a net basis, the Fund will maintain the full amount accrued on a daily basis of
the Fund's obligations with respect to the swap in their segregated account. The
use of a segregated account in connection with leveraged transactions may result
in a Fund's portfolio being 100 percent leveraged.
REPURCHASE AGREEMENTS, SECURITIES LENDING, REVERSE REPURCHASE AGREEMENTS,
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS AND DOLLAR ROLL TRANSACTIONS
A Fund's use of repurchase agreements, securities lending, reverse
repurchase agreements and forward commitments (including dollar roll
transactions) entails certain risks not associated with direct investments in
securities. For instance, in the event that bankruptcy or similar proceedings
were commenced against a counterparty while these transactions remained open or
a counterparty defaulted on its obligations, the Fund might suffer a loss.
Failure by the other party to deliver a security purchased by the Fund may
result in a missed opportunity to make an alternative investment. The Advisers
monitor the creditworthiness of counterparties to these transactions and intend
to enter into these transactions only when they believe the counterparties
present minimal credit risks and the income to be earned from the transaction
justifies the attendant risks. Counterparty insolvency risk with respect to
repurchase agreements is reduced by favorable insolvency laws that allow the
Fund, among other things, to liquidate the collateral held in the event of the
bankruptcy of the counterparty. Those laws do not apply to securities lending
and, accordingly, securities lending involves more risk than does the use of
repurchase agreements. As a result of entering forward commitments and reverse
repurchase agreements, as well as lending its securities, a Fund may be exposed
to greater potential fluctuations in the value of its assets and net asset value
per share. See "Appendix A - Techniques Involving Leverage."
REPURCHASE AGREEMENTS - ALL FUNDS. A Fund may enter into repurchase
agreements, transactions in which a Fund purchases a security and simultaneously
commits to resell that security to the seller at an agreed-upon price on an
agreed-upon future date, normally 1 to 7 days later. The resale price of a
repurchase agreement reflects a market rate of interest that is not related to
the coupon rate or maturity of the purchased security. The Trust's custodian
maintains possession of the collateral underlying a repurchase agreement, which
has a market value, determined daily, at least equal to the repurchase price,
and which consists of the types of securities in which the Fund may invest
directly. Quadra International Equity Fund and Quadra Opportunistic Bond Fund
may enter into repurchase agreements with foreign entities.
SECURITIES LENDING - ALL FUNDS. A Fund may lend securities from its
portfolios to brokers, dealers and other financial institutions. Securities
loans must be continuously secured by cash or U.S.
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Government Securities with a market value, determined daily, at least equal to
the value of the Fund's securities loaned, including accrued interest. A Fund
receives interest in respect of securities loans from the borrower or from
investing cash collateral. A Fund may pay fees to arrange the loans. No Fund
will lend portfolio securities in excess of 33 1/3 percent of the value of the
Fund's total assets.
REVERSE REPURCHASE AGREEMENTS - QUADRA OPPORTUNISTIC BOND FUND. The Fund
may enter into reverse repurchase agreements, transactions in which the Fund
sells a security and simultaneously commits to repurchase that security from the
buyer at an agreed upon price on an agreed upon future date. The resale price in
a reverse repurchase agreement reflects a market rate of interest that is not
related to the coupon rate or maturity of the sold security. For certain demand
agreements, there is no agreed upon repurchase date and interest payments are
calculated daily, often based upon the prevailing overnight repurchase rate.
Because certain of the incidents of ownership of the security are retained by
the Fund, reverse repurchase agreements may be viewed as a form of borrowing by
the Fund from the buyer, collateralized by the security sold by the Fund. The
Fund will use the proceeds of reverse repurchase agreements to fund redemptions
or to make investments. In most cases these investments either mature or have a
demand feature to resell to the issuer on a date not later than the expiration
of the agreement. Interest costs on the money received in a reverse repurchase
agreement may exceed the return received on the investments made by the Fund
with those monies. Any significant commitment of the Fund's assets to the
reverse repurchase agreements will tend to increase the volatility of the Fund's
net asset value per share.
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS - ALL FUNDS. A Fund may
purchase fixed income securities on a "when-issued" or "forward commitment"
basis. When these transactions are negotiated, the price, which is generally
expressed in yield terms, is fixed at the time the commitment is made, but
delivery and payment for the securities take place at a later date. Normally,
the settlement date occurs within 3 months after the transaction. During the
period between a commitment and settlement, no payment is made for the
securities purchased and no interest on the security accrues to the purchaser.
At the time a Fund makes a commitment to purchase securities in this manner, the
Fund immediately assumes the risk of ownership, including price fluctuation.
Failure by the other party to deliver a security purchased by a Fund may result
in a loss or a missed opportunity to make an alternative investment.
The use of when-issued transactions and forward commitments enables a Fund
to hedge against anticipated changes in interest rates and prices. If the
Adviser or a Subadviser were to forecast incorrectly the direction of interest
rate movements, however, a Fund might be required to complete these transactions
when the value of the security is lower than the price paid by the Fund. Except
for dollar-roll transactions, a Fund will not purchase securities on a
when-issued or forward commitment basis if, as a result, more than 15 percent
(35 percent in the case of Quadra Opportunistic Bond Fund) of the value of the
Fund's total assets would be committed to such transactions.
When-issued securities and forward commitments may be sold prior to the
settlement date, but the Funds purchase securities on a when-issued and forward
commitment basis only with the intention of actually receiving the securities.
When-issued securities may include bonds purchased on a "when, and if issued"
basis under which the issuance of the securities depends upon the occurrence of
a subsequent event. Commitment of a Fund's assets to the purchase of securities
on a when-issued or forward commitment basis will tend to increase the
volatility of the Fund's net asset value per share.
DOLLAR ROLL TRANSACTIONS - QUADRA OPPORTUNISTIC BOND FUND. The Fund may
enter into
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dollar roll transactions wherein the Fund sells fixed income securities,
typically mortgage-backed securities, and makes a commitment to purchase
similar, but not identical, securities at a later date from the same party. Like
a forward commitment, during the roll period no payment is made for the
securities purchased and no interest or principal payments on the security
accrue to the purchaser, but the Fund assumes the risk of ownership. The Fund is
compensated for entering into dollar roll transactions by the difference between
the current sales price and the forward price for the future purchase, as well
as by the interest earned on the cash proceeds of the initial sale. Like other
when-issued securities or firm commitment agreements, dollar roll transactions
involve the risk that the market value of the securities sold by the Fund may
decline below the price at which a Fund is committed to purchase similar
securities. In the event the buyer of securities under a dollar roll transaction
becomes insolvent, the Fund's use of the proceeds of the transaction may be
restricted pending a determination by the other party, or its trustee or
receiver, whether to enforce the Fund's obligation to repurchase the securities.
The Fund will engage in roll transactions for the purpose of acquiring
securities for its portfolio and not for investment leverage. The Fund will
limit its obligations on dollar roll transactions to 35 percent of its net
assets.
SWAP AGREEMENTS
QUADRA OPPORTUNISTIC BOND FUND. To manage its exposure to different types
of investments, the Fund may enter into interest rate, currency and mortgage (or
other asset) swap agreements and may purchase and sell interest rate "caps,"
"floors" and "collars." In a typical interest rate swap agreement, one party
agrees to make regular payments equal to a floating interest rate on a specified
amount (the "notional principal amount") in return for payments equal to a fixed
interest rate on the same amount for a specified period. If a swap agreement
provides for payment in different currencies, the parties may also agree to
exchange the notional principal amount. Mortgage swap agreements are similar to
interest rate swap agreements, except that the notional principal amount is tied
to a reference pool of mortgages. In a cap or floor, one party agrees, usually
in return for a fee, to make payments under particular circumstances. For
example, the purchaser of an interest rate cap has the right to receive payments
to the extent a specified interest rate exceeds an agreed upon level; the
purchaser of an interest rate floor has the right to receive payments to the
extent a specified interest rate falls below an agreed upon level. A collar
entitles the purchaser to receive payments to the extent a specified interest
rate falls outside an agreed upon range.
Swap agreements may involve leverage and may be highly volatile; depending
on how they are used, they may have a considerable impact on the Fund's
performance. See "Appendix A - Techniques Involving Leverage." Swap agreements
involve risks depending upon the counterparties' creditworthiness and ability to
perform as well as the Fund's ability to terminate its swap agreements or reduce
its exposure through offsetting transactions. The Subadviser monitors the
creditworthiness of counterparties to these transactions and intends to enter
into these transactions only when they believe the counterparties present
minimal credit risks and the income expected to be earned from the transaction
justifies the attendant risks.
SHORT SALES
ALL FUNDS. Each of the Funds may make short sales of securities it owns or
has the right to acquire at no added cost through conversion or exchange of
other securities it owns (referred to as short sales "against the box"). In a
short sale "against the box", the Fund does not immediately deliver the
securities sold and would not receive the proceeds from the sale. The seller is
said to have a short position in the securities sold until it delivers the
securities sold, at which time it receives the proceeds of the sale. The Fund's
decision to make a short sale "against the box" may be
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a technique to hedge against market risks when the Subadviser believes that the
price of a security may decline, causing a decline in the value of a security
owned by the Fund or a security convertible into or exchangeable for such
security. In such case, any future losses in the Fund's long position would be
reduced by an offsetting future gain in the short position. The Fund's ability
to enter into short sales transactions is limited by certain tax requirements.
See "Dividends, Distributions and Taxes" in the SAI.
ASSET-BACKED SECURITIES
QUADRA OPPORTUNISTIC BOND FUND. Asset-backed securities represent direct or
indirect participations in, or are secured by and payable from, assets other
than mortgage-backed assets such as motor vehicle installment sales contracts,
installment loan contracts, leases of various types of real and personal
property and receivables from revolving credit (credit card) agreements. The
Fund may not invest more than 10 percent of its net assets in asset-backed
securities that are backed by a particular type of credit, for instance, credit
card receivables. Asset-backed securities, including adjustable rate
asset-backed securities, have yield characteristics similar to those of
mortgage-backed securities and, accordingly, are subject to many of the same
risks.
Assets are securitized through the use of trusts and special purpose
corporations that issue securities that are often backed by a pool of assets
representing the obligations of a number of different parties. Payments of
principal and interest may be guaranteed up to certain amounts and for a certain
time period by a letter of credit issued by a financial institution.
Asset-backed securities do not always have the benefit of a security interest in
collateral comparable to the security interests associated with mortgage-backed
securities. As a result, the risk that recovery on repossessed collateral might
be unavailable or inadequate to support payments on asset-backed securities is
greater for asset-backed securities than for mortgage-backed securities. In
addition, because asset-backed securities are relatively new, the market
experience in these securities is limited and the market's ability to sustain
liquidity through all phases of an interest rate or economic cycle has not been
tested.
FOREIGN EXCHANGE CONTRACTS AND FOREIGN CURRENCY FORWARD CONTRACTS
QUADRA INTERNATIONAL EQUITY FUND AND QUADRA OPPORTUNISTIC BOND
FUND. Changes in foreign currency exchange rates will affect the U.S. dollar
values of securities denominated in currencies other than the U.S. dollar. The
rate of exchange between the U.S. dollar and other currencies fluctuates in
response to forces of supply and demand in the foreign exchange markets. These
forces are affected by the international balance of payments and other economic
and financial conditions, government intervention, speculation and other
factors. When investing in foreign securities a Fund usually effects currency
exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing
in the foreign exchange market. The Fund incurs foreign exchange expenses in
converting assets from one currency to another.
A Fund may enter into foreign currency forward contracts or currency futures
or options contracts for the purchase or sale of foreign currency to "lock in"
the U.S. dollar price of the securities denominated in a foreign currency or the
U.S. dollar value of interest and dividends to be paid on such securities, or to
hedge against the possibility that the currency of a foreign country in which a
Fund has investments may suffer a decline against the U.S. dollar. The Funds
have no present intention to enter into currency futures or options contracts
but may do so in the future. A forward currency contract is an obligation to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set
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at the time of the contract. This method of attempting to hedge the value of a
Fund's portfolio securities against a decline in the value of a currency does
not eliminate fluctuations in the underlying prices of the securities. Although
the strategy of engaging in foreign currency transactions could reduce the risk
of loss due to a decline in the value of the hedged currency, it could also
limit the potential gain from an increase in the value of the currency. The
Funds do not intend to maintain a net exposure to such contracts where the
fulfillment of the Fund's obligations under such contracts would obligate the
Fund to deliver an amount of foreign currency in excess of the value of the
Fund's portfolio securities or other assets denominated in that currency. A Fund
will not enter into these contracts for speculative purposes and will not enter
into non-hedging currency contracts. These contracts involve a risk of loss if
the Subadviser fails to predict currency values correctly.
FUTURES CONTRACTS AND OPTIONS
ALL FUNDS. A Fund may seek to enhance its return through the writing
(selling) and purchasing of exchange-traded and over-the-counter options on
fixed income securities or indices. A Fund may also to attempt to hedge against
a decline in the value of securities owned by it or an increase in the price of
securities which it plans to purchase through the use of those options and the
purchase and sale of interest rate futures contracts and options on those
futures contracts. A Fund may only write options that are covered. An option is
covered if, so long as the Fund is obligated under the option, it owns an
offsetting position in the underlying security or futures contract or maintains
cash, U.S. Government Securities or other liquid, high-grade debt securities in
a segregated account with a value at all times sufficient to cover the Fund's
obligation under the option. Certain futures strategies employed by a Balanced
Fund in making temporary allocations may not be deemed to be for bona fide
hedging purposes, as defined by the Commodity Futures Trading Commission. A Fund
may enter into these futures contracts only if the aggregate of initial margin
deposits for open futures contract positions does not exceed 5 percent of the
Fund's total assets.
RISK CONSIDERATIONS. A Fund's use of options and futures contracts subjects
the Fund to certain investment risks and transaction costs to which it might not
otherwise be subject. These risks include: (1) dependence on the Subadviser's
ability to predict movements in the prices of individual securities and
fluctuations in the general securities markets; (2) imperfect correlations
between movements in the prices of options or futures contracts and movements in
the price of the securities hedged or used for cover which may cause a given
hedge not to achieve its objective; (3) the fact that the skills and techniques
needed to trade these instruments are different from those needed to select the
other securities in which the Fund invests; (4) lack of assurance that a liquid
secondary market will exist for any particular instrument at any particular
time, which, among other things, may hinder a Fund's ability to limit exposures
by closing its positions; (5) the possible need to defer closing out of certain
options, futures contracts and related options to avoid adverse tax
consequences; and (6) the potential for unlimited loss when investing in futures
contracts or writing options for which an offsetting position is not held.
Other risks include the inability of the Fund, as the writer of covered call
options, to benefit from any appreciation of the underlying securities above the
exercise price and the possible loss of the entire premium paid for options
purchased by the Fund. In addition, the futures exchanges may limit the amount
of fluctuation permitted in certain futures contract prices during a single
trading day. A Fund may be forced, therefore, to liquidate or close out a
futures contract position at a disadvantageous price.
There can be no assurance that a liquid market will exist at a time when a
Fund seeks to close out a futures position or that a counterparty in an over-
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the-counter option transaction will be able to perform its obligations. There
are a limited number of options on interest rate futures contracts and exchange
traded options contracts on fixed income securities. Accordingly, hedging
transactions involving these instruments may entail "cross-hedging." As an
example, a Fund may wish to hedge existing holdings of mortgage-backed
securities, but no listed options may exist on those securities. In that event,
the Subadviser may attempt to hedge the Fund's securities by the use of options
with respect to similar fixed income securities. The Fund may use various
futures contracts that are relatively new instruments without a significant
trading history. As a result, there can be no assurance that an active secondary
market in those contracts will develop or continue to exist.
LIMITATIONS. The Funds have no current intention of investing in futures
contracts and options thereon for purposes other than hedging. No Fund may
purchase any call or put option on a futures contract if the premiums associated
with all such options held by the Fund would exceed 5 percent of the Fund's
total assets as of the date the option is purchased. No Fund may sell a put
option if the exercise value of all put options written by the Fund would exceed
50 percent of the Fund's total assets or sell a call option if the exercise
value of all call options written by the Fund would exceed the value of the
Fund's assets. In addition, the current market value of all open futures
positions held by a Fund will not exceed 50 percent of its total assets.
OPTIONS ON SECURITIES. A call option is a contract pursuant to which the
purchaser of the call option, in return for a premium paid, has the right to buy
the security underlying the option at a specified exercise price at any time
during the term of the option. The writer of the call option, who receives the
premium, has the obligation upon exercise of the option to deliver the
underlying security against payment of the exercise price during the option
period. A put option gives its purchaser, in return for a premium, the right to
sell the underlying security at a specified price during the term of the option.
The writer of the put, who receives the premium, has the obligation to buy the
underlying security, upon exercise at the exercise price during the option
period. The amount of premium received or paid is based upon certain factors,
including the market price of the underlying security or index, the relationship
of the exercise price to the market price, the historical price volatility of
the underlying security or index, the option period, supply and demand and
interest rates.
OPTIONS ON STOCK INDICES. A stock index assigns relative values to the
stock included in the index, and the index fluctuates with changes in the market
values of the stocks included in the index. Stock index options operate in the
same way as the more traditional stock options except that exercises of stock
index options are effected with cash payments and do not involve delivery of
securities. Thus, upon exercise of stock index options, the purchaser will
realize and the writer will pay an amount based on the differences between the
exercise price and the closing price of the stock index.
INDEX FUTURES CONTRACTS. Bond and stock index futures contracts are
bilateral agreements pursuant to which two parties agree to take or make
delivery of an amount of cash equal to a specified dollar amount times the
difference between the bond or stock index value at the close of trading of the
contract and the price at which the futures contract is originally struck. No
physical delivery of the securities comprising the index is made. Generally,
these futures contracts are closed out prior to the expiration date of the
contract.
OPTIONS ON FUTURES CONTRACTS. Options on futures contracts are similar to
stock options except that an option on a futures contract gives the purchaser
the right, in return for the premium paid, to assume a position in a futures
contract rather than to purchase or sell stock, at a specified exercise price at
any time during the period of the option. Upon exercise of the option, the
delivery of
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the futures position to the holder of the option will be accompanied by transfer
to the holder of an accumulated balance representing the amount by which the
market price of the futures contract exceeds, in the case of a call, or is less
than, in the case of a put, the exercise price of the option on the future.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, THE SAI AND THE
FUNDS' OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFERING OF FUND SHARES,
AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE TRUST. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH OFFER MAY NOT
LAWFULLY BE MADE.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<C> <S> <C>
1. Prospectus Summary................... 2
2. Expenses of Investing in the Fund.... 4
3. Investment Objective and Policies.... 5
4. Additional Investment Practices...... 12
5. Management........................... 16
6. Purchases and Redemptions of 20
Shares..............................
7. Dividends and Tax Matters............ 25
8. Other Information.................... 26
</TABLE>
<TABLE>
<S> <C>
Appendix A: Investments,
Investment Stategies
and Risk Considerations..... 28
</TABLE>
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
THE QUADRA FUNDS
LIMITED MATURITY TREASURY FUND
VALUE EQUITY FUND
INTERNATIONAL EQUITY FUND
OPPORTUNISTIC BOND FUND
- -------------------------------------------------------------------------------
INVESTMENT ADVISER, ACCOUNT INFORMATION AND SHAREHOLDER SERVICES
QUADRA Capital Partners, L.P.
270 Congress Street
Boston, Massachusetts 02210
800.595.9291
617.426.0900
- -------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
January 1, 1997
This Statement of Additional Information ("SAI") supplements the Prospectus
dated January 1, 1997 offering shares of QUADRA Value Equity Fund, QUADRA
International Equity Fund, QUADRA Limited Maturity Treasury Fund and QUADRA
Opportunistic Bond Fund (each a "Fund" and collectively the "Funds"). The
Funds are each diversified portfolios of Forum Funds (the "Trust"), a
registered open-end, management investment company. This SAI should be read
only in conjunction with the Prospectus, which you may obtain without charge
by contacting the Trust's Distributor, Forum Financial Services, Inc., Two
Portland Square, Portland, Maine 04101.
TABLE OF CONTENTS
PAGE
----
1. Investment Policies . . . . . . . .
2. Investment Limitations. . . . . . .
3. Performance Data. . . . . . . . . .
4. Management. . . . . . . . . . . . .
5. Determination of Net Asset Value. .
6. Portfolio Transactions. . . . . . .
7. Additional Purchase and
Redemption Information . . . . .
8. Taxation. . . . . . . . . . . . . .
9. Other Information . . . . . . . . .
Appendix A - Description of Securities Ratings
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THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS.
THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ ONLY IN CONJUNCTION WITH
THE PROSPECTUS, A COPY OF WHICH MAY BE OBTAINED BY AN INVESTOR WITHOUT CHARGE.
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As used in this SAI, the following terms shall have the meanings listed:
"Adviser" shall mean Quadra Capital Partners, L.P. ("Quadra"). "Advisers"
shall mean Quadra and each of the investment subadvisers that provide
investment advice and portfolio management for one or more of the Funds
pursuant to an investment subadvisory agreement with Quadra Capital
Partners, L.P.
"Board" shall mean the Board of Trustees of the Trust.
"CFTC" shall mean the U.S. Commodities Futures Trading Commission.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Custodian" shall mean First National Bank of Boston, or its successor,
acting in its capacity as custodian of a Fund.
"Equity Funds" shall mean the Quadra Value Equity Fund and the Quadra
International Equity Fund.
"FFC" shall mean Forum Financial Corp., the Trust's fund accountant.
"Fitch" shall mean Fitch Investors Service, L.P.
"Fixed Income Funds" shall mean each of the Quadra Limited Maturity
Treasury Fund and the Quadra Opportunistic Bond Fund.
"Forum" shall mean Forum Financial Services, Inc., the distributor of the
Trust's shares.
"Forum Administrative" shall mean Forum Administrative Services, LLC, the
Trust's administrator.
"Fund" shall mean each of the separate portfolios of the Trust to which
this Statement of Additional Information relates as identified on the cover
page.
"Moody's" shall mean Moody's Investors Service, Inc.
"NRSRO" shall mean a nationally recognized statistical rating organization.
"Quadra" shall mean Quadra Capital Partners, L.P., the investment adviser
to the Funds.
"SEC" shall mean the U.S. Securities and Exchange Commission.
"S&P" shall mean Standard & Poor's Rating Group.
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"Subadviser" shall mean each of the investment advisers that provide
investment advice and portfolio management for the Funds pursuant to an
investment subadvisory agreements with Quadra.
"Transfer Agent" shall mean Forum Financial Corp. acting in its capacity as
transfer and dividend disbursing agent of the a Fund.
"Trust" shall mean Forum Funds, an open-end management investment company
registered under the 1940 Act.
"U.S. Government Securities" shall mean obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities.
"1933 Act" shall mean the Securities Act of 1933, as amended.
"1940 Act" shall mean the Investment Company Act of 1940, as amended.
1. INVESTMENT POLICIES
The following discussion is intended to supplement the disclosure in the
Prospectus concerning each Fund's investments, investment techniques and
strategies and the risks associated therewith. No Fund may make any investment
or employ any investment technique or strategy not referenced in the Prospectus
which relates to that Fund. For example, while the SAI describes "swap"
transactions below, only those Funds whose investment policies, as described in
the Prospectus, allow the Fund to invest in swap transactions may do so.
SECURITY RATINGS INFORMATION
Moody's, S&P and other NRSROs are private services that provide ratings of the
credit quality of debt obligations. A description of the range of ratings
assigned to various types of bonds and other securities by several NRSROs is
included in Appendix A to this SAI. The Funds may use these ratings to
determine whether to purchase, sell or hold a security. It should be
emphasized, however, that ratings are general and are not absolute standards of
quality. Consequently, securities with the same maturity, interest rate and
rating may have different market prices. If an issue of securities ceases to be
rated or if its rating is reduced after it is purchased by a Fund (neither event
requiring sale of such security by a Fund), the Investment Adviser of the Fund
will determine whether the Fund should continue to hold the obligation. 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 Investment 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.
A Fund may purchase unrated securities if its Investment Adviser determines the
security to be of comparable quality to a rated security that the Fund may
purchase. Unrated securities may not be
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as actively traded as rated securities. A Fund may retain securities whose
rating has been lowered below the lowest permissible rating category (or that
are unrated and determined by its Investment Adviser to be of comparable quality
to securities whose rating has been lowered below the lowest permissible rating
category) if the Investment Adviser determines that retaining such security is
in the best interests of the Fund.
To limit credit risks, the Funds may only invest in securities that are
investment grade (rated in the top four long-term investment grades by an NRSRO
or in the top two short-term investment grades by an NRSRO.) Accordingly, the
lowest permissible long-term investment grades for corporate bonds, including
convertible bonds, are Baa in the case of Moody's and BBB in the case of S&P and
Fitch; the lowest permissible long-term investment grades for preferred stock
are baa in the case of Moody's and BBB in the case of S&P and Fitch; and the
lowest permissible short-term investment grades for short-term debt, including
commercial paper, are Prime-2 (P-2) in the case of Moody's, A-2 in the case of
S&P and F-2 in the case of Fitch. All these ratings are generally considered to
be investment grade ratings, although Moody's indicates that securities with
long-term ratings of Baa have speculative characteristics.
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS
Each Fund may purchase securities offered on a "when-issued" basis and may
purchase or sell securities on a "forward commitment" basis. When such
transactions are negotiated, the price, which is generally expressed in yield
terms, is fixed at the time the commitment is 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 a Fund makes the commitment to purchase securities on a when-issued or
delayed delivery basis, the Fund will record the transaction as a purchase and
thereafter reflect the value each day of such securities in determining its net
asset value.
The use of when-issued transactions and forward commitments enables the Funds to
hedge against anticipated changes in interest rates and prices. For instance,
in periods of rising interest rates and falling bond prices, a Fund might sell
securities which it owned on a forward commitment basis to limit its exposure to
falling prices. In periods of falling interest rates and rising bond prices, a
Fund might sell a security and purchase the same or a similar security on a
when-issued or forward commitment basis, thereby obtaining the benefit of
currently higher cash yields. However, if the Fund's Adviser were to forecast
incorrectly the direction of interest rate movements, the Fund might be required
to complete such when-issued or forward commitment transactions at prices
inferior to the current market values.
When-issued securities and forward commitments may be sold prior to the
settlement date, but the Funds enter into when-issued and forward commitment
transactions only with the intention of actually receiving or delivering the
securities, as the case may be. If a Fund, however, chooses to dispose of the
right to acquire a when-issued security prior to its acquisition or to dispose
of its right to deliver or receive against a forward commitment, it can incur a
gain or loss. When-
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issued securities may include bonds purchased on a "when, as and if issued"
basis under which the issuance of the securities depends upon the occurrence of
a subsequent event. Any significant commitment of a Fund's assets to the
purchase of securities on a "when, as and if issued" basis may increase the
volatility of its net asset value.
Each Fund will establish and maintain with its custodian a separate account with
cash, U.S. Government Securities (as defined in the Prospectus) and other liquid
high-grade debt securities in an amount at least equal to its commitments to
purchase securities on a when-issued or delayed delivery basis.
ILLIQUID SECURITIES
Each Fund may invest up to 15% of its net assets in illiquid securities. The
term "illiquid securities" for this purpose means securities that cannot be
disposed of within seven days in the ordinary course of business at
approximately the amount at which the Fund has valued the securities and
includes, among other things, purchased over-the-counter (OTC) options and
repurchase agreements maturing in more than seven days.
The Trust's Board of Trustee's ("Board") has the ultimate responsibility for
determining whether specific securities are liquid or illiquid. The Board has
delegated the function of making day-to-day determinations of liquidity to the
Advisers, pursuant to guidelines approved by the Board. The Advisers take 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. The Adviser monitors the liquidity of the
securities in each Fund's portfolio and reports periodically on such decisions
to the Board.
CONVERTIBLE SECURITIES
The Funds may invest in convertible securities. A convertible security is a
bond, debenture, note, preferred stock or other security that may be converted
into or exchanged for a prescribed amount of common stock of the same or a
different issuer within a particular period of time at a specified price or
formula. A convertible security entitles the holder to receive interest paid or
accrued on debt or the dividend paid on preferred stock until the convertible
security matures or is redeemed, converted or exchanged. Before conversion,
convertible securities have characteristics similar to nonconvertible debt
securities in that they ordinarily provide a stable stream of income with
generally higher yields than those of common stocks of the same or similar
issuers. Convertible securities rank senior to common stock in a corporation's
capital structure but are usually subordinated to comparable nonconvertible
securities. Although no securities investment is without some risk, investment
in convertible securities generally entails less risk than in the issuer's
common stock. However, the extent to which such risk is reduced depends in
large measure upon the degree to which the convertible security sells above its
value as a fixed income security. Convertible securities have unique investment
characteristics in that
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they generally (1) have higher yields than common stocks, but lower yields than
comparable non-convertible securities, (2) are less subject to fluctuation in
value than the underlying stocks since they have fixed income characteristics
and (3) provide the potential for capital appreciation if the market price of
the underlying common stock increases.
The value of a convertible security is a function of its "investment value"
(determined by its yield comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into the
underlying common stock). The investment value of a convertible security is
influenced by changes in interest rates, with investment value declining as
interest rates increase and increasing as interest rates decline. The credit
standing of the issuer and other factors also may have an effect on the
convertible security's investment value. The conversion value of a convertible
security is determined by the market price of the underlying common stock. If
the conversion value is low relative to the investment value, the price of the
convertible security is governed principally by its investment value and
generally the conversion value decreases as the convertible security approaches
maturity. To the extent the market price of the underlying common stock
approaches or exceeds the conversion price, the price of the convertible
security will be increasingly influenced by its conversion value. In addition,
a convertible security generally will sell at a premium over its conversion
value determined by the extent to which investors place value on the right to
acquire the underlying common stock while holding a fixed income security.
A convertible security may be subject to redemption at the option of the issuer
at a price established in the convertible security's governing instrument. If a
convertible security held by a Fund is called for redemption, the Fund will be
required to permit the issuer to redeem the security, convert it into the
underlying common stock or sell it to a third party.
TEMPORARY DEFENSIVE POSITION.
When a Fund assumes a temporary defensive position it may invest without limit
in (i) short-term U.S. Government Securities, (ii) certificates of deposit,
bankers' acceptances and interest-bearing savings deposits of commercial banks
doing business in the United States that have, at the time of investment, total
assets in excess of one billion dollars and that are insured by the Federal
Deposit Insurance Corporation, (iii) commercial paper of prime quality rated
Prime-2 or higher by Moody's or A-2 or higher by S&P or, if not rated,
determined by the Fund's Subadviser to be of comparable quality, (iv) repurchase
agreements covering any of the securities in which the Fund may invest directly
and (v) money market mutual funds.
The Funds may invest in the securities of other investment companies within the
limits proscribed by the 1940 Act. In addition to the Fund's expenses
(including the various fees), as a shareholder in another investment company, a
Fund would bear its pro rata portion of the other investment company's expenses
(including fees).
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FUTURES CONTRACTS AND OPTIONS
Each Fund may in the future seek to hedge against a decline in the value of
securities it owns or an increase in the price of securities which it plans to
purchase through the writing and purchase of exchange-traded and over-the-
counter options and the purchase and sale of futures contracts and options on
those futures contracts. The Value Equity Fund and the International Equity
Fund (collectively, the "Equity Funds") may buy or sell stock index futures
contracts, such as contracts on the S&P 500 stock index. The Opportunistic Bond
Fund may buy and sell bond index futures contracts. In addition, all of the
Funds may buy or sell futures contracts on Treasury bills, Treasury bonds and
other financial instruments. The Funds may write covered options and buy
options on the futures contracts in which they may invest.
In addition, the Funds may write (sell) covered put and call options and may buy
put and call options on debt securities and bond indices. An option is covered
if, so long as the Fund is obligated under the option, it owns an offsetting
position in the underlying security, currency or futures contract or maintains
cash, U.S. Government Securities or other liquid, high-grade debt securities in
a segregated account with a value at all times sufficient to cover the Fund's
obligation under the option.
The Funds' use of options and futures contracts would subject the Funds to
certain investment risks and transaction costs to which they might not otherwise
be subject. These risks include: (1) dependence on the Adviser's ability to
predict movements in the prices of individual securities and fluctuations in the
general securities markets; (2) imperfect correlation between movements in the
prices of options, futures contracts or related options and movements in the
price of the securities hedged or used for cover; (3) the fact that skills and
techniques needed to trade these instruments are different from those needed to
select the other securities in which the Funds invest; (4) lack of assurance
that a liquid secondary market will exist for any particular instrument at any
particular time; and (5) the possible need to defer closing out of certain
options, futures contracts and related options to avoid adverse tax
consequences. Other risks include the inability of the Fund, as the writer of
covered call options, to benefit from the appreciation of the underlying
securities above the exercise price and the possible loss of the entire premium
paid for options purchased by the Fund.
The Funds have no current intention of investing in futures contracts and
options thereon for purposes other than hedging. No Fund may purchase any call
or put option on a futures contract if the premiums associated with all such
options held by the Fund would exceed 5 percent of the Fund's total assets as of
the date the option is purchased. No Fund may sell a put option if the exercise
value of all put options written by the Fund would exceed 50 percent of the
Fund's total assets or sell a call option if the exercise value of all call
options written by the Fund would exceed the value of the Fund's assets. In
addition, the current market value of all open futures positions held by a Fund
will not exceed 50 percent of its total assets.
A Fund will only invest in futures and options contracts after providing notice
to its shareholders and filing a notice of eligibility (if required) and
otherwise complying with the requirements of the Commodity Futures Trading
Commission ("CFTC"). The CFTC's rules provide that the Funds are permitted to
purchase such futures or options contracts only (1) for bona fide hedging
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purposes within the meaning of the rules of the CFTC; provided, however, that in
the alternative with respect to each long position in a futures or options
contract entered into by a Fund, the underlying commodity value of such contract
at all times does not exceed the sum of cash, short-term United States debt
obligations or other United States dollar denominated short-term money market
instruments set aside for this purpose by the Fund, accrued profit on the
contract held with a futures commission merchant and cash proceeds from existing
Fund investments due in 30 days; and (2) subject to certain limitations.
INTEREST RATE PROTECTION TRANSACTIONS
Certain Funds may enter into interest rate protection transactions, including
interest rate swaps, caps, collars and floors. Interest rate swap transactions
involve an agreement between two parties to exchange interest payment streams
that are based, for example, on variable and fixed rates that are calculated on
the basis of a specified amount of principal (the "notional principal amount")
for a specified period of time. Interest rate cap and floor transactions
involve an agreement between two parties in which the first party agrees to make
payments to the counterparty when a designated market interest rate goes above
(in the case of a cap) or below (in the case of a floor) a designated level on
predetermined dates or during a specified time period. Interest rate collar
transactions involve an agreement between two parties in which the payments are
made when a designated market interest rate either goes above a designated
ceiling or goes below a designated floor on predetermined dates or during a
specified time period.
A Fund expects to enter into interest rate protection transactions to preserve a
return or spread on a particular investment or portion of its portfolio or to
protect against any increase in the price of securities it anticipates
purchasing at a later date. The Funds intend to use these transactions as a
hedge and not as a speculative investment.
A Fund may enter into interest rate protection transactions on an asset-based
basis, depending on whether it is hedging its assets or its liabilities, and
will usually enter into interest rate swaps on a net basis, i.e., the two
payment streams are netted out, with the Fund receiving or paying, as the case
may be, only the net amount of the two payments. Inasmuch as these interest
rate protection transactions are entered into for good faith hedging purposes,
and inasmuch as segregated accounts will be established with respect to such
transactions, the Funds believe such obligations do not constitute senior
securities. The net amount of the excess, if any, of a Fund's obligations over
its entitlements with respect to each interest rate swap will be accrued on a
daily basis and an amount of cash, U.S. Government Securities or other liquid
high grade debt obligations having an aggregate net asset value at least equal
to the accrued excess will be maintained in a segregated account by a custodian
that satisfies the requirements of the 1940 Act. The Funds also will establish
and maintain such segregated accounts with respect to its total obligations
under any interest rate swaps that are not entered into on a net basis and with
respect to any interest rate caps, collars and floors that are written by the
Fund.
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A Fund will enter into interest rate protection transactions only with banks and
other institutions believed by the Investment Adviser to the Fund to present
minimal credit risks. If there is a default by the other party to such a
transaction, the Fund will have to rely on its contractual remedies (which may
be limited by bankruptcy, insolvency or similar laws) pursuant to the agreements
related to the transaction.
The swap market has grown substantially in recent years with a large number of
banks and investment banking firms acting both as principals and as agents
utilizing standardized swap documentation. Caps, collars and floors are more
recent innovations for which documentation is less standardized and,
accordingly, they are less liquid than swaps.
HEDGING AND OPTION INCOME STRATEGIES
Other than the Money Market Funds, each Fund may (i) purchase or sell (write)
put and call options on securities to enhance the Fund's performance and (ii)
seek to hedge against a decline in the value of securities owned by it or an
increase in the price of securities which it plans to purchase through the
writing and purchase of exchange-traded and over-the-counter options on
individual securities or securities or financial indices and through the
purchase and sale of financial futures contracts and related options. Certain
Funds currently do no not intend to enter into any such transactions. Whether
or not used for hedging purposes, these investments techniques involve risks
that are different in certain respects from the investment risks associated with
the other investments of a Fund. To the extent a Fund invests in foreign
securities, it may also invest in options on foreign currencies, foreign
currency futures contracts and options on those futures contracts. Use of these
instruments is subject to regulation by the SEC, the several options and futures
exchanges upon which options and futures are traded or the CFTC.
No assurance can be given, however, that any hedging or option income strategy
will succeed in achieving its intended result.
Except as otherwise noted in the Prospectus or herein, the Funds will not use
leverage in their option income and hedging strategies. In the case of
transactions entered into as a hedge, a Fund will hold securities, currencies or
other options or futures positions whose values are expected to offset ("cover")
its obligations thereunder. A Fund will not enter into a hedging strategy that
exposes it to an obligation to another party unless it owns either (i) an
offsetting ("covered") position or (ii) cash, U.S. Government Securities or
other liquid securities (or other assets as may be permitted by the SEC) with a
value sufficient at all times to cover its potential obligations. When required
by applicable regulatory guidelines, the Funds will set aside cash, U.S.
Government Securities or other liquid securities (or other assets as may be
permitted by the SEC) in a segregated account with its custodian in the
prescribed amount. Any assets used for cover or held in a segregated account
cannot be sold or closed out while the hedging or option income strategy is
outstanding, unless they are replaced with similar assets. As a result, there is
a possibility that the use of cover or
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segregation involving a large percentage of a Fund's assets could impede
portfolio management or the Fund's ability to meet redemption requests or other
current obligations.
OPTIONS STRATEGIES
A Fund may purchase put and call options written by others and sell put and call
options covering specified individual securities, securities or financial
indices or currencies. A put option (sometimes called a "standby commitment")
gives the buyer of the option, upon payment of a premium, the right to deliver a
specified amount of currency to the writer of the option on or before a fixed
date at a predetermined price. A call option (sometimes called a "reverse
standby commitment") gives the purchaser of the option, upon payment of a
premium, the right to call upon the writer to deliver a specified amount of
currency on or before a fixed date, at a predetermined price. The predetermined
prices may be higher or lower than the market value of the underlying currency.
A Fund may buy or sell both exchange-traded and over-the-counter ("OTC")
options. A Fund will purchase or write an option only if that option is traded
on a recognized U.S. options exchange or if the Investment Adviser believes that
a liquid secondary market for the option exists. When a Fund purchases an OTC
option, it relies on the dealer from which it has purchased the OTC option to
make or take delivery of the currency underlying the option. Failure by the
dealer to do so would result in the loss of the premium paid by the Fund as well
as the loss of the expected benefit of the transaction. OTC options and the
securities underlying these options currently are treated as illiquid securities
by the Funds.
Upon selling an option, a Fund receives a premium from the purchaser of the
option. Upon purchasing an option the Fund pays a premium to the seller of the
option. The amount of premium received or paid by the Fund is based upon certain
factors, including the market price of the underlying securities, index or
currency, the relationship of the exercise price to the market price, the
historical price volatility of the underlying assets, the option period, supply
and demand and interest rates.
Certain Funds may purchase call options on debt securities that the Adviser
intends to include in the Fund's portfolio in order to fix the cost of a future
purchase. Call options may also be purchased as a means of participating in an
anticipated price increase of a security on a more limited risk basis than would
be possible if the security itself were purchased. In the event of a decline in
the price of the underlying security, use of this strategy would serve to limit
the potential loss to the Fund to the option premium paid; conversely, if the
market price of the underlying security increases above the exercise price and
the Fund either sells or exercises the option, any profit eventually realized
will be reduced by the premium paid. A Fund may similarly purchase put options
in order to hedge against a decline in market value of securities held in its
portfolio. The put enables the Fund to sell the underlying security at the
predetermined exercise price; thus the potential for loss to the Fund is limited
to the option premium paid. If the market price of the underlying security is
lower than the exercise price of the put, any profit the Fund realizes on the
sale of the security would be reduced by the premium paid for the put option
less any amount for which the put may be sold.
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An Investment Adviser may write call options when it believes that the market
value of the underlying security will not rise to a value greater than the
exercise price plus the premium received. Call options may also be written to
provide limited protection against a decrease in the market price of a security,
in an amount equal to the call premium received less any transaction costs.
Certain Funds may purchase and write put and call options on fixed income or
equity security indexes in much the same manner as the options discussed above,
except that index options may serve as a hedge against overall fluctuations in
the fixed income or equity securities markets (or market sectors) or as a means
of participating in an anticipated price increase in those markets. The
effectiveness of hedging techniques using index options will depend on the
extent to which price movements in the index selected correlate with price
movements of the securities which are being hedged. Index options are settled
exclusively in cash.
FOREIGN CURRENCY OPTIONS AND RELATED RISKS
A Fund may take positions in options on foreign currencies in order to hedge
against the risk of foreign exchange fluctuation on foreign securities the Fund
holds in its portfolio or which it intends to purchase. Options on foreign
currencies are affected by the factors discussed in "Hedging and Option Income
Strategies -- Options Strategies" and "Foreign Currency Transactions" which
influence foreign exchange sales and investments generally.
The value of foreign currency options is dependent upon the value of the foreign
currency relative to the U.S. dollar and has no relationship to the investment
merits of a foreign security. Because foreign currency transactions occurring
in the interbank market involve substantially larger amounts than those that may
be involved in the use of foreign currency options, a Fund may be disadvantaged
by having to deal in an odd lot market (generally consisting of transactions of
less than $1 million) for the underlying foreign currencies at prices that are
less favorable than for round lots.
To the extent that the U.S. options markets are closed while the market for the
underlying currencies remains open, significant price and rate movements may
take place in the underlying markets that cannot be reflected in the options
markets.
SPECIAL CHARACTERISTICS AND RISKS OF OPTIONS TRADING
A Fund may effectively terminate its right or obligation under an option
contract by entering into a closing transaction. For instance, if the Fund
wished to terminate its potential obligation to sell securities or currencies
under a call option it had written, a call option of the same type would be
purchased by the Fund. Closing transactions essentially permit the Fund to
realize profits or limit losses on its options positions prior to the exercise
or expiration of the option. In addition:
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(1) The successful use of options depends upon the Investment Adviser's
ability to forecast the direction of price fluctuations in the underlying
securities or currency markets, or in the case of an index option, fluctuations
in the market sector represented by the index.
(2) Options normally have expiration dates of up to nine months. Options
that expire unexercised have no value. Unless an option purchased by a Fund is
exercised or unless a closing transaction is effected with respect to that
position, a loss will be realized in the amount of the premium paid.
(3) A position in an exchange-listed option may be closed out only on an
exchange which provides a market for identical options. Most exchange-listed
options relate to equity securities. Exchange markets for options on foreign
currencies are relatively new, and the ability to establish and close out
positions on the exchanges is subject to the maintenance of a liquid secondary
market. Closing transactions may be effected with respect to options traded in
the over-the-counter markets (currently the primary markets for options on
foreign currencies) only by negotiating directly with the other party to the
option contract or in a secondary market for the option if such market exists.
There is no assurance that a liquid secondary market will exist for any
particular option at any specific time. If it is not possible to effect a
closing transaction, a Fund would have to exercise the option which it purchased
in order to realize any profit. The inability to effect a closing transaction on
an option written by a Fund may result in material losses to the Fund.
(4) A Fund's activities in the options markets may result in a higher
portfolio turnover rate and additional brokerage costs.
(5) When a Fund enters into an over-the-counter contract with a
counterparty, the Fund will assume the risk that the counterparty will fail to
perform its obligations in which case the Fund could be worse off than if the
contract had not been entered into.
FUTURES STRATEGIES
A futures contract is a bilateral agreement wherein one party agrees to accept,
and the other party agrees to make, delivery of cash, an underlying debt
security or the currency as called for in the contract at a specified future
date and at a specified price. For futures contracts with respect to an index,
delivery is of an amount of cash equal to a specified dollar amount times the
difference between the index value at the time of the contract and the close of
trading of the contract.
A Fund may sell interest rate futures contracts in order to continue to receive
the income from a fixed income security, while endeavoring to avoid part of or
all of a decline in the market value of that security which would accompany an
increase in interest rates.
A Fund may purchase index futures contracts for several reasons: to simulate
full investment in the underlying index while retaining a cash balance for fund
management
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purposes, to facilitate trading, to reduce transactions costs, or to seek higher
investment returns when a futures contract is priced more attractively than
securities in the index.
A Fund may purchase call options on a futures contract as a means of obtaining
temporary exposure to market appreciation at limited risk. This strategy is
analogous to the purchase of a call option on an individual security, in that it
can be used as a temporary substitute for a position in the security itself.
A Fund may sell foreign currency futures contracts to hedge against possible
variations in the exchange rate of the foreign currency in relation to the U.S.
dollar. In addition, a Fund may sell foreign currency futures contracts when its
Investment Adviser anticipates a general weakening of foreign currency exchange
rates that could adversely affect the market values of the Fund's foreign
securities holdings. A Fund may purchase a foreign currency futures contract to
hedge against an anticipated foreign exchange rate increase pending completion
of anticipated transactions. Such a purchase would serve as a temporary measure
to protect the Fund against such increase. A Fund may also purchase call or put
options on foreign currency futures contracts to obtain a fixed foreign exchange
rate at limited risk. A Fund may write call options on foreign currency futures
contracts as a partial hedge against the effects of declining foreign exchange
rates on the value of foreign securities.
SPECIAL CHARACTERISTICS AND RISKS OF FUTURES AND RELATED OPTIONS TRADING
No price is paid upon entering into futures contracts; rather, a Fund is
required to deposit (typically with its custodian in a segregated account in the
name of the futures broker) an amount of cash or U.S. Government Securities
generally equal to 5% or less of the contract value. This amount is known as
initial margin. Subsequent payments, called variation margin, to and from the
broker, would be made on a daily basis as the value of the futures position
varies. When writing a call on a futures contract, variation margin must be
deposited in accordance with applicable exchange rules. The initial margin in
futures transactions is in the nature of a performance bond or good-faith
deposit on the contract that is returned to the Fund upon termination of the
contract, assuming all contractual obligations have been satisfied.
Holders and writers of futures and options on futures contracts can enter into
offsetting closing transactions, similar to closing transactions on options, by
selling or purchasing, respectively, a futures contract or related option with
the same terms as the position held or written. Positions in futures contracts
may be closed only on an exchange or board of trade providing a secondary market
for such futures contracts.
Under certain circumstances, futures exchanges may establish daily limits in the
amount that the price of a futures contract or related option may vary either up
or down from the previous day's settlement price. Once the daily limit has been
reached in a particular contract, no trades may be made that day at a price
beyond that limit. Prices could move to the daily limit for several consecutive
trading days with little or no trading and thereby prevent prompt liquidation of
positions. In such event, it may not be possible for a Fund to
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close a position, and in the event of adverse price movements, it would have to
make daily cash payments of variation margin. In addition:
(1) Successful use by a Fund of futures contracts and related options will
depend upon the Investment Adviser's ability to predict movements in the
direction of the overall securities and currency markets, which requires
different skills and techniques than predicting changes in the prices of
individual securities. Moreover, futures contracts relate not to the current
level of the underlying instrument but to the anticipated levels at some point
in the future; thus, for example, trading of stock index futures may not reflect
the trading of the securities which are used to formulate an index or even
actual fluctuations in the relevant index itself.
(2) The price of futures contracts may not correlate perfectly with
movement in the price of the hedged currencies due to price distortions in the
futures market or otherwise. There may be several reasons unrelated to the value
of the underlying currencies which causes this situation to occur. As a result,
a correct forecast of general market trends may still not result in successful
hedging through the use of futures contracts over the short term.
(3) There is no assurance that a liquid secondary market will exist for
any particular contract at any particular time. In such event, it may not be
possible to close a position, and in the event of adverse price movements, the
Fund would continue to be required to make daily cash payments of variation
margin.
(4) Like other options, options on futures contracts have a limited life.
A Fund will not trade options on futures contracts on any exchange or board of
trade unless and until, in the Adviser's opinion, the market for such options
has developed sufficiently that the risks in connection with options on futures
transactions are not greater than the risks in connection with futures
transactions.
(5) Purchasers of options on futures contracts pay a premium in cash at
the time of purchase. This amount and the transaction costs is all that is at
risk. Sellers of options on futures contracts, however, must post an initial
margin and are subject to additional margin calls which could be substantial in
the event of adverse price movements.
(6) A Fund's activities in the futures markets may result in a higher
portfolio turnover rate and additional transaction costs in the form of added
brokerage commissions.
(7) Buyers and sellers of foreign currency futures contracts are subject
to the same risks that apply to the buying and selling of futures generally. In
addition, there are risks associated with foreign currency futures contracts and
their use as a hedging device similar to those associated with options on
foreign currencies described above. In addition, settlement of foreign currency
futures contracts must occur within the country issuing that currency. Thus, a
Fund must accept or make delivery of the underlying foreign currency in
accordance with any U.S. or foreign restrictions or regulations regarding the
maintenance of foreign banking
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arrangements by U.S. residents, and the Fund may be required to pay any fees,
taxes or charges associated with such delivery which are assessed in the issuing
country.
COMMODITY FUTURES CONTRACTS AND COMMODITY OPTIONS
A Fund may invest in certain financial futures contracts and options contracts
in accordance with the policies described in the Prospectus and above. A Fund
will only invest in futures contracts, options on futures contracts and other
options contracts that are subject to the jurisdiction of the CFTC after filing
a notice of eligibility and otherwise complying with the requirements of Section
4.5 of the rules of the CFTC. Under that section a Fund will not enter into any
futures contract or option on a futures contract if, as a result, the aggregate
initial margins and premiums required to establish such positions would exceed
5% of the Fund's net assets.
FOREIGN CURRENCY TRANSACTIONS
Investments in foreign companies will usually involve the currencies of foreign
countries. In addition, a Fund may temporarily hold funds in bank deposits in
foreign currencies pending the completion of certain investment programs.
Accordingly, the value of the assets of a Fund, as measured in U.S. dollars,
may be affected by changes in foreign currency exchange rates and exchange
control regulations. In addition, the Fund may incur costs in connection with
conversions between various currencies. A Fund may conduct foreign currency
exchange transactions either on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange market or by entering into foreign
currency forward contracts ("forward contracts") to purchase or sell foreign
currencies. A forward contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days
(usually less than one year) from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. These contracts are traded
in the interbank market conducted directly between currency traders (usually
large commercial banks) and their customers and involve the risk that the other
party to the contract may fail to deliver currency when due, which could result
in losses to the Fund. A forward contract generally has no deposit requirement,
and no commissions are charged at any stage for trades. Foreign exchange
dealers realize a profit based on the difference between the price at which they
buy and sell various currencies.
A Fund may enter into forward contracts under two circumstances. First, with
respect to specific transactions, when the Fund enters into a contract for the
purchase or sale of a security denominated in a foreign currency, it may desire
to "lock in" the U.S. dollar price of the security. By entering into a forward
contract for the purchase or sale, for a fixed amount of dollars, of the amount
of foreign currency involved in the underlying security transactions, the Fund
may be able to protect itself against a possible loss resulting from an adverse
change in the relationship between the U.S. dollar and the subject foreign
currency during the period between the date the security is purchased or sold
and the date on which payment is made or received.
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Second, a Fund may enter into forward contracts in connection with existing
portfolio positions. For example, when an Investment Adviser believes that the
currency of a particular foreign country may suffer a substantial decline
against the U.S. dollar, the Fund may enter into a forward contract to sell, for
a fixed amount of dollars, the amount of foreign currency approximating the
value of some or all of the Fund's investment securities denominated in such
foreign currency.
The precise matching of the forward contract amounts and the value of the
securities involved will not generally be possible since the future value of
such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures. The projection of short-term currency
market movement is extremely difficult, and the successful execution of a short-
term hedging strategy is highly uncertain. Forward contracts involve the risk
of inaccurate predictions of currency price movements, which may cause the Fund
to incur losses on these contracts and transaction costs. The Advisers do not
intend to enter into forward contracts on a regular or continuous basis and will
not do so if, as a result, a Fund will have more than 25 percent of the value of
its total assets committed to such contracts or the contracts would obligate the
Fund to deliver an amount of foreign currency in excess of the value of the
Fund's investment securities or other assets denominated in that currency.
At or before the settlement of a forward contract, a Fund may either make
delivery of the foreign currency or terminate its contractual obligation to
deliver the foreign currency by purchasing an offsetting contract. If the Fund
chooses to make delivery of the foreign currency, it may be required to obtain
the currency through the conversion of assets of the Fund into the currency.
The Fund may close out a forward contract obligating it to purchase a foreign
currency by selling an offsetting contract. If the Fund engages in an
offsetting transaction, it will realize a gain or a loss to the extent that
there has been a change in forward contract prices. Additionally, although
forward contracts may tend to minimize the risk of loss due to a decline in the
value of the hedged currency, at the same time they tend to limit any potential
gain which might result should the value of such currency increase.
There is no systematic reporting of last sale information for foreign
currencies, and there is no regulatory requirement that quotations available
through dealers or other market sources be firm or revised on a timely basis.
Quotation information available is generally representative of very large
transactions in the interbank market. The interbank market in foreign
currencies is a global around-the-clock market.
When required by applicable regulatory guidelines, a Fund will set aside cash,
U.S. Government Securities or other liquid, high-grade debt securities in a
segregated account with its custodian in the prescribed amount.
CERTAIN INFORMATION CONCERNING JAPAN
The following information is not intended to provide a complete description of
Japan, its economy or the risks of investing in Japanese securities.
Information in this section was
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compiled from Japanese governmental and various other sources. Although the
information is believed to be accurate, none of the information obtained from
these sources has been independently verified.
Japan, located in eastern Asia, consists of four main islands: Hokkaido,
Honshu, Kyushu and Shikoku, and many small islands. Its population is
approximately 125 million. The Japanese government is a representative
democracy the principal executive of which is the Prime Minister. Japan's
legislature (known as the Diet) consists of two houses, the House of
Representatives (the lower house) and the House of Councillors (the upper
house).
From 1955 to 1993, Japan's government was controlled by the Liberal Democratic
Party (the "LDP"), the major Conservative party. In August 1993, after a main
faction left the LDP over the issue of political reform, a non-LDP coalition
government was formed consisting of centrist and leftist parties and was headed
by Prime Minister Morihiro Hosokawa. In April 1994, Mr. Hosokawa resigned due
to allegations of personal financial irregularities. The coalition members
thereafter agreed to choose as prime minister the foreign minister, Tsutomu
Hata. As a result of the formation of a center-right voting bloc, however, the
Social Democratic Party of Japan (the "SDPJ"), a leftist party, withdrew from
the coalition. Consequently, Mr. Hata's government was a minority coalition, the
first since 1955, and was therefore unstable. In June 1994, Mr. Hata and his
coalition were replaced by a new coalition made up of the SDPC, the LDP and the
New Party Harbinger. This coalition was led by Tomiichi Murayama, the first
Socialist prime minister in 47 years. The present coalition government is led
by a Liberal Democrat, prime minister Ryutaro Hashimoto. With the national
elections held on October 20, 1996, the LDP has established strong
representation in the country's government. The election results may prove to
be a significant determining factor in the upcoming year's economic condition.
The Japanese economy maintained an average annual growth rate of 2.1% in real
GDP terms from 1990 through 1994, compared with 2.4% for the United States
during the same period. In 1995, Japan's real GDP growth was less than 1% for
the third consecutive year. The government has forecasted GDP to increase to
more than 3% for 1996. Inflation has remained low, 1.3% in 1993, 0.7% in 1994
and 0% in 1995. As a result of the growing economy and low inflation, private
consumer demand is growing strongly. Unemployment, however, is still at its
highest level in forty years and is not expected to full in the foreseeable
future. In addition, employment has been shifting from the manufacturing sector
to the service sector, a trend expected to continue in 1996.
Japan's post World War II reliance on heavy industries has shifted to higher
technology products assembly and, most recently, to automobile, electrical and
electronic production. Japan's success in exporting it's products has generated
sizable trade surpluses. Japan is in a difficult phase in its relations with
its trading partners partly due to the concentration of Japanese exports in
products such as automobiles, machine tools and semiconductors and the resulting
large trade surpluses, recent large and visible Japanese real estate investments
in the United States, and an overall trade imbalance as indicated by Japan's
balance of payments. Although the recent improvement of the United States
economy and
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an increased competitiveness and success in manufacturing, such as with the U.S.
automobile industry, likely has had a negative effect on Japan's growth, Japan's
overall trade surplus for 1994 was the largest in its history, amounting to
almost $121 billion. Exports totaled $396 billion, up 9.68 from 1993, and
imports were $275 billion, up 14.2% from 1993. The current account surplus in
1994 was $129 billion, down 2% from a record high in 1993. In 1995, Japan's
overall trade surplus amounted to $107 billion. Exports totaled $443 billion, up
11.98 from 1994, and imports were $336 billion, up 22.28 from 1994. In 1995,
the current account surplus decreased 278 to $94 billion. Japan remains the
largest creditor nation and a significant donor of foreign aid. On October 1,
1994, the U.S. and Japan reached an agreement that may lead to more open
Japanese markets with respect to insurance, glass and medical and
telecommunications equipment. In June 1995, the two countries agreed in
principal to increase Japanese imports of American automobiles and automotive
parts. The final wording of the agreement is ambiguous, and therefore it is
likely that this issue will continue to be a source of tension between the two
countries. Other current sources of tension between the two countries, are
disputes in connection with trade in semiconductors and photographic supplies,
deregulation of the Japanese insurance market and a dispute over aviation
rights. It is expected that the continuing friction between the United States
and Japan with respect to trade issues will continue for the foreseeable future.
In response to pressures caused by the slumping Japanese economy, the fragile
financial markets and the appreciating Yen, the Japanese government, in April
and June 1995, announced emergency economic packages that focus on higher and
accelerated public works spending and increased aid for post-earthquake
reconstruction in the Kobe area. These measures helped to increase public
investment and lead to faster GDP growth. Nevertheless, these packages did not
include measures which are likely to continue to assist the economy in the
future.
In addition to the government's emergency economic packages, the Bank of Japan
attempted to assist the financial markets by lowering its official discount rate
to a record low in 1995. However, large amounts of bad debt have prevented
banks from expanding their loan portfolios despite low discount rates. Japanese
banks have suffered six years of declining profits and three of the four largest
securities firms reported unconsolidated pre-tax losses for 1994-1995. In
addition, many banks have required public funds to avert insolvency. In June
1995, the Finance Ministry announced an expansion of deposit insurance and
restrictions on rescuing insolvent banks. In June 1996, six bills designed to
address the large amount of bad debt in the banking system were passed by the
Diet. Nevertheless, the financial system's fragility is expected to continue
for the foreseeable future.
The Japanese Yen has generally appreciated against the U.S. Dollar for the past
decade. Between 1990 and 1994 the Yen's real effective exchange rate
appreciated by approximately 36%. On April 19. 1995, the Japanese Yen reached
an all time high of 79.75% against the U.S. Dollar. On December 17, 1996, the
exchange rate was 113.75 Yen per Dollar.
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Currently, there are eight stock exchanges in Japan. The Tokyo Stock Exchange
(the "TSE"), the Osaka Securities Exchange and the Nagoya Stock Exchange are the
largest, together accounting for approximately 98.4% of the share trading volume
and for about 98.2% of the overall market value of all shares traded on Japanese
stock exchanges during the year ended December 31, 1995. The other stock
exchanges are located in Kyoto, Hiroshima, Fukuoka, Nigato and Sapporo.
The TSE is the largest of the Japanese stock exchanges and as such is widely
regarded as the principal securities exchange for all of Japan. In 1995, the TSE
accounted for 72.1% of the market value and 76.6% of the share trading volume on
all Japanese stock exchanges. A foreign stock section on the TSE, consisting of
shares of non-Japanese companies, listed 77 non-Japanese companies at the end of
1995. The market for stock of Japanese issuers on the TSE is divided into a
First Section and a Second Section. The First Section is generally for larger,
established companies (in existence for five years or more) that meet listing
criteria relating to the size and business condition of the issuing company, the
liquidity of its securities and other factors pertinent to investor protection.
The TSE's Second Section is for smaller companies and newly listed issuers.
The TSE's domestic stocks include a broad cross-section of companies involved in
many different areas of the Japanese economy. At the end of 1995, the three
largest industry sectors, based on market value, listed on the TSE were banking,
with 101 companies representing 22.3% of all domestic stocks listed on the TSE;
electric appliances, with 177 companies representing 11.5% of all domestic
stocks so listed; and transportation equipment with 86 companies representing
7.l% of all domestic stocks so listed. No other industry sector represented
more than 5% of TSE listed domestic stocks.
The First and Second Sections of the TSE grew in terms of both average daily
trading value end aggregate year-end market value from 1982, when they were
128,320 million yen and 98,090 billion yen, respectively, through the end of
1989, when they were 1,335,810 million yen and 611,152 billion yen,
respectively. Following the peak in 1989, both average daily trading value and
aggregate year-end market value declined through 1992 when they were 243,362
million yen and 289,483 billion yen, respectively. In 1993 and 1994, both
average daily trading value and aggregate year-end market value increased and
were 353,208 and 353,666 million yen, respectively, and 324,357 and 358,392
billion yen, respectively. In 1995, aggregate yearend market value increased to
365,716 billion yen and average daily trading value decreased to 335,598 million
yen.
As measured by the TOPIX, a capitalization-weighted composite index of all
common stocks listed in the First section, the performance of the First
Section reached a peak of 2,884.80 on December 18, 1989. Thereafter, the
TOPIX declined approximately 45% through December 29, 1995. As of December
17, 1996, the TOPIX closed at a level close to that at the end of 1995. As of
the end of the third quarter, the TSE's average price/earnings ratio was
substantially higher than that of the stock markets of other developed
economies.
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Under Japan's Foreign Exchange and Foreign Trade Control Law and cabinet orders
and ministerial Ordinances thereunder (the "Foreign Exchange Controls"), prior
notification to the Minister of Finance of Japan (the "Minister of Finance") of
the acquisition of shares in a Japanese company from a resident of Japan
(including a corporation) by a non-resident of Japan (including a corporation)
is required unless the acquisition is made from or through a securities company
designated by the Minister of Finance or if the yen equivalent of the aggregate
purchase price of shares is not more than 100 million Yen. Even in these
situations, if a foreign investor intends to acquire shares of a Japanese
corporation listed on a Japanese stock exchange or traded on a Japanese over-
the-counter market (regardless of the person from or through whom the foreign
investor acquires such shares) and as a result of the acquisition the foreign
investor would directly or indirectly hold 10% or more of the total outstanding
shares of that corporation, the foreign investor must file a report within 15
days from the day of such acquisition with the Minister of Finance and any other
minister with proper jurisdiction. In instances where the acquisition concerns
national security or meets certain other conditions specified in the Foreign
Exchange Controls, the foreign investor must file a prior notification with
respect to the proposed acquisition with the Minister of Finance and any other
minister with proper jurisdiction. The ministers may make a recommendation to
modify or prohibit the proposed acquisition if they consider that the
acquisition would impair the safety and maintenance of public order in Japan or
harmfully influence the smooth operation of the Japanese economy. If the
foreign investor does not accept the recommendation, the ministers may issue an
order modifying fir prohibiting the acquisition. In certain limited and
exceptional circumstances, the Foreign Exchange Controls give the Minister of
Finance the power to require prior approval for any acquisition of shares in a
Japanese company by a non-resident of Japan.
In general, the acquisition of shares by non-resident shareholders by way of
stock splits, as well as to the acquisition of shares of a Japanese company
listed on a Japanese stock exchange by non-resident upon exercise of warrants or
conversion of convertible bonds, are not subject to any of the foregoing
notification or reporting requirements. Under the Foreign Exchange Controls,
dividends paid on shares held by non-residents of Japan and the proceeds of any
sales of shares within Japan may, in general, be converted into any foreign
currency and remitted abroad.
The principal securities law in Japan is the Securities and Exchange Law ("SEL")
which provides overall regulation for the issuance of securities in public
offerings and private placements and for Secondary market trading. The SEL was
amended in 1988 in order to liberalize the securities market; to regulate the
securities futures, index, and option trade; to add disclosure regulations and
to reinforce the prevention of insider trading. Insider trading provisions are
applicable to debt and equity securities listed on a Japanese Stock exchange and
to unlisted debt and equity securities issued by a Japanese corporation that has
securities listed on a Japanese stock exchange or registered with the Securities
Dealers Association (the "SDA"). In addition, each of the eight stock exchanges
in Japan has it's own constitution, regulations governing the sale and purchase
of securities and standing rules for exchange contracts for the purchase and
sale of securities on the exchange, as well
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as detailed rules and regulations covering a variety of matters, including rules
and standards for listing and depicting of securities.
The loss compensation incidents involving preferential treatment of certain
customers by certain Japanese securities companies, which came to light in 1991,
provided the impetus for amendments to the SEL, which took effect fin 1992, as
well as two reform bills passed by the Diet in 1992. The amended SEL now
prohibits securities companies from the operation of discretionary accounts,
loss compensation or provision of artificial gains in securities transactions,
directly or indirectly, to their customers and making offers or agreements with
respect thereto. To ensure that securities are traded at their fair value, the
SDA and the TSE have promulgated certain rules, effective in 1992, which, among
other things, explicitly prohibit any transaction undertaken with the intent to
provide loss compensation of illegal gains regardless of whether the transaction
otherwise technically complies with the rules. The reform bill passed by the
Diet, which took effect in 1992 and 1993, provides for the establishment of a
new Japanese securities regulator and for a variety of reforms designed to
revitalize the Japanese financial and capital markets by permitting banks and
securities companies to compete in each other's field of business, subject to
various regulations and restrictions.
2. INVESTMENT LIMITATIONS
The Funds have adopted the following fundamental investment limitations which
are in addition to those contained in the Funds' Prospectus and which may not be
changed without shareholder approval. Each Fund may not:
(1) Borrow money from banks or by entering into reverse repurchase
agreements, but the Fund will limit borrowings to amounts not in
excess of 33 1/3% of the value of the Fund's total assets (computed
immediately after the borrowing).
(2) Purchase securities, other than U.S. Government Securities, if,
immediately after each purchase, more than 25% of the Fund's total
assets taken at market value would be invested in securities of
issuers conducting their principal business activity in the same
industry, provided that the Funds may invest, to the extent permitted
by the 1940 Act, all or a portion of its assets in another
diversified, open-end management investment company with substantially
the same investment objective, policies and restrictions as the Fund.
(3) With respect to 75% of its assets, purchase securities, other than
U.S. Government Securities, of any one issuer, if (a) more than 5% of
the Fund's total assets taken at market value would at the time of
purchase be invested in the securities of that issuer, or (b) such
purchase would at the time of purchase cause
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the Fund to hold more than 10% of the outstanding voting securities of
that issuer; however, each Fund may invest all or a portion of its
assets in another diversified, open-end management investment company
with substantially the same investment objective, policies and
restrictions as the Fund.
(4) Act as an underwriter of securities of other issuers, except to the
extent that, in connection with the disposition of portfolio
securities, the Fund may be deemed to be an underwriter for purposes
of the Securities Act of 1933.
(5) Make loans to other persons except for loans of portfolio securities
and except through the use of repurchase agreements and through the
purchase of commercial paper or debt securities which are otherwise
permissible investments.
(6) Purchase or sell real estate or any interest therein, except that the
Fund may invest in securities issued or guaranteed by corporate or
governmental entities secured by real estate or interests therein,
such as mortgage pass-throughs and collateralized mortgage
obligations, or issued by companies that invest in real estate or
interests therein.
(7) Purchase or sell physical commodities or contracts relating to
physical commodities, provided that currencies, currency-related
contracts and contracts on indices will not be deemed to be physical
commodities.
(8) Issue senior securities except pursuant to Section 18 of the
Investment Company Act of 1940 ("1940 Act ) and except that the Fund
may borrow money subject to investment limitations specified in the
Fund's Prospectus.
(9) Invest in interests in oil or gas or interests in other
mineral exploration or development programs.
Each Fund has adopted the following nonfundamental investment limitations that
may be changed by the Board without shareholder approval. Each Fund may not:
(a) Borrow for purposes other than meeting redemptions in an
amount exceeding 5% of the value of the Fund's total assets or
purchase securities for investment while any borrowing equaling 5% or
more of the Fund's total assets is outstanding.
(b) Pledge, mortgage or hypothecate its assets, except to secure
permitted indebtedness. The deposit in escrow of securities in
connection with the writing of put and call options, collateralized
loans of securities and collateral arrangements with respect to margin
for futures contracts are not deemed to be pledges or hypothecations
for this purpose.
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(c) Invest in securities of another registered investment
company, except in connection with a merger, consolidation,
acquisition or reorganization; and except to the extent permitted by
the 1940 Act.
(d) 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, but the Fund
may make margin deposits in connection with permitted transactions in
options, futures contracts and options on futures contracts.
(e) Invest in securities (other than fully-collateralized debt
obligations) issued by companies that have conducted continuous
operations for less than three years, including the operations of
predecessors, unless guaranteed as to principal and interest by an
issuer in whose securities the Fund could invest, if as a result, more
than 5% of the value of the Fund's total assets would be so invested.
(f) Invest in or hold securities of any issuer if officers and
directors of the Trust or the Adviser, individually owning
beneficially more than 1/2 of 1% of the securities of the issuer, in
the aggregate own more than 5% of the issuer's securities.
(g) Acquire securities or invest in repurchase agreements with
respect to any securities if, as a result, more than (i) 15% of the
Fund'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 which are not readily marketable,
including securities that are illiquid by virtue of restrictions on
the sale of such securities to the public without registration under
the Securities Act of 1933 ("Restricted Securities") or (ii) 10% of
the Fund's total assets would be invested in Restricted Securities.
(h) Invest in oil, gas or other mineral exploration or
development programs, or leases, provided that the Fund may invest in
securities issued by companies engaged in such activities.
(i) Invest in warrants if (i) more than 5% of the value of the
Fund's net assets will be invested in warrants (valued at the lower of
cost or market) or (ii) more than 2% of the value of the Fund's net
assets would be invested in warrants which are not listed on the New
York Stock Exchange or the American Stock Exchange. For purpose of
this limitation, warrants acquired by the Fund in units or attached to
securities are deemed to have no value.
Except as required by the 1940 Act, 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
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a change in the market values of the Fund's assets or purchases and redemptions
of shares will not be considered a violation of the limitation.
3. PERFORMANCE DATA
The Funds may quote performance in various ways. All performance information
supplied by the Funds in advertising is historical and is not intended to
indicate future returns. A Fund's net asset value, yield and total return
fluctuate in response to market conditions and other factors, and the value of
Fund shares when redeemed may be more or less than their original cost.
In performance advertising the Funds may compare any of their performance
information with data published by independent evaluators such as Morningstar,
Lipper Analytical Services, Inc., IBC/Donoghue, Inc., CDC/Wiesenberger or other
companies which track the investment performance of investment companies ("Fund
Tracking Companies"). In addition, a Fund may compare any of its performance
information with the performance of recognized stock, bond and other indexes,
including but not limited to the Salomon Brothers Bond Index, the Shearson
Lehman Bond Index, the Standard & Poor's 500 Composite Stock Price Index, the
Dow Jones Industrial Average, and changes in the Consumer Price Index as
published by the U.S. Department of Commerce. A Fund may refer in such
materials to mutual fund performance rankings and other data published by Fund
Tracking Companies. Performance advertising may also refer to discussions of a
Fund and comparative mutual fund data and ratings reported in independent
periodicals, such as newspapers and financial magazines.
YIELD CALCULATIONS
Yields for a Fund used in advertising are computed by dividing the Fund's
interest income for a given 30-day or one-month period, net of expenses, by the
average number of shares entitled to receive distributions during the period,
dividing this figure by the Fund's net asset value per share at the end of the
period and annualizing the result (assuming compounding of income) in order to
arrive at an annual percentage rate. In general, interest income is reduced
with respect to bonds purchased at a premium over their par value by subtracting
a portion of the premium from income on a daily basis, and is increased with
respect to bonds purchased at a discount by adding a portion of the discount to
daily income. Capital gain and loss generally are excluded from these
calculations.
Income calculated for the purpose of determining a Fund's yield differs from
income as determined for other accounting purposes. Because of the different
accounting methods used, and because of the compounding assumed in yield
calculations, the yield quoted for a Fund may differ from the rate of
distribution the Fund paid over the same period or the rate of income reported
in the Fund's financial statements.
Although published yield information is useful to investors in reviewing a
Fund's performance, investors should be aware that a Fund's yield for any given
period is not an indication or
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representation by the Fund of future yields or rates of return on the Fund's
shares. Also, Processing Organizations may charge their customers direct fees
in connection with an investment in a Fund, which will have the effect of
reducing the Fund's net yield to those shareholders. The yields of each Fund
are not fixed or guaranteed, and an investment in a Fund is not insured or
guaranteed. Accordingly, yield information may not necessarily be used to
compare shares of a Fund with investment alternatives which, like money market
instruments or bank accounts, may provide a fixed rate of interest. Also, it
may not be appropriate to compare a Fund's yield information directly to similar
information regarding investment alternatives which are insured or guaranteed.
TOTAL RETURN CALCULATIONS
Each of the Funds may advertise total return. Total returns quoted in
advertising reflect all aspects of a Fund's return, including the effect of
reinvesting dividends and capital gain distributions, and any change in the
Fund's net asset value per share over the period. Average annual returns are
calculated by determining the growth or decline in value of a hypothetical
historical investment in a Fund over a stated period, and then calculating 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. While
average annual returns are a convenient means of comparing investment
alternatives, investors should realize that the 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 Funds.
Average annual total return is calculated by finding the average annual
compounded rates of return of a hypothetical investment over a given period
according to the following formula:
n
P(1+T) = ERV
Where:
P = a hypothetical initial payment of $1,000;
T = average annual total return;
n = number of years; and
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.
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In addition to average annual returns, each Fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an investment
over a stated period. Total returns may be broken down into their components of
income and capital (including capital gain and changes in share price) in order
to illustrate the relationship of these factors and their contributions to total
return. Total returns, yields and other performance information may be quoted
numerically or in a table, graph or similar illustration.
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.
4. MANAGEMENT
The trustees and officers of the Trust and their 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.
John Y. Keffer,* Chairman and President (age 53)
President and Director, Forum Financial Services, Inc. (a registered
broker-dealer), Forum Financial Corp. (a registered transfer agent) and
Forum Advisors, Inc. (a registered investment adviser). Mr. Keffer is a
Trustee and/or officer of various registered investment companies for which
Forum Financial Services, Inc. serves as manager, administrator and/or
distributor. His address is Two Portland Square, Portland, Maine 04101.
Costas Azariadis, Trustee (age 52)
Professor of Economics, University of California, Los Angeles, since July
1992. Prior thereto, Dr. Azariadis was Professor of Economics at the
University of Pennsylvania. His address is Department of Economics,
University of California, Los Angeles, 405 Hilgard Avenue, Los Angeles,
California 90024.
James C. Cheng, Trustee (age 53)
President of Technology Marketing Associates (a marketing consulting
company) since September 1991. Prior thereto, Mr. Cheng was President and
Chief Executive Officer of Network Dynamics, Incorporated (a software
development company). His address is 27 Temple Street, Belmont,
Massachusetts 02178.
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J. Michael Parish, Trustee (age 52)
Partner at the law firm of Winthrop Stimson Putnam & Roberts since 1989.
Prior thereto, he was a partner at LeBoeuf, Lamb, Leiby & MacRae, a law
firm of which he was a member from 1974 to 1989. His address is 40 Wall
Street, New York, New York 10005.
Mark D. Kaplan, Vice President, Assistant Treasurer and Assistant Secretary (age
40)
Managing Director at Forum Financial Services, Inc. since September 1995.
Prior thereto, Mr. Kaplan was Managing Director and Director of Research at
H.M. Payson & Co. His address is Two Portland Square, Portland, Maine
04101.
David I. Goldstein, Secretary (age 34)
Counsel, Forum Financial Services, Inc., with which he has been associated
since 1991. Prior thereto, Mr. Goldstein was associated with the law firm
of Kirkpatrick & Lockhart. Mr. Goldstein is also Secretary or Assistant
Secretary of various registered investment companies for which Forum
Financial Services, Inc. serves as manager, administrator and/or
distributor. His address is Two Portland Square, Portland, Maine 04101.
Richard C. Butt, Treasurer (age 40)
Managing Director, Forum Financial Corp. with which he has been associated
since 1995. Prior thereto, Mr. Butt served as a consultant in the
financial services division of KPMG Peat Marwick LLP ("KPMG"). Prior to
his employment at KPMG, Mr. Butt was President of 440 Financial
Distributors, Inc., the distribution subsidiary of 440 Financial Group, and
Senior Vice President of the parent company. Before joining 440 Financial,
he was a Vice President at Fidelity Services Company. Mr. Butt is also
treasurer of various registered investment companies for which Forum
Financial Services, Inc. serves as manager, administrator and/or
distributor. His address is Two Portland Square, Portland, Maine 04101.
Max Berueffy, Assistant Secretary (age 44)
Counsel, Forum Financial Services, Inc., with which he has been associated
since 1994. Prior thereto, Mr. Berueffy was on the staff of the U.S.
Securities and Exchange Commission for seven years, first in the appellate
branch of the Office of the General Counsel, then as a counsel to
Commissioner Grundfest and finally as a senior special counsel in the
Division of Investment Management. His address is Two Portland Square,
Portland, Maine 04101.
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Don L. Evans, Assistant Secretary (age 47)
Assistant Counsel, Forum Financial Services, Inc., with which he has been
associated since August 1995. Prior thereto, Mr. Evans was associated with
the law firm of Bisk & Lutz and prior thereto the law firm of Weiner &
Strother. Mr. Evans is also Assistant Secretary of various registered
investment companies for which Forum Financial Services, Inc. serves as
manager, administrator and/or distributor. His address is Two Portland
Square, Portland, Maine.
Cheryl O. Tumlin, Assistant Secretary (age 30)
Assistant Counsel, Forum Financial Services, Inc., with which she has been
associated since 1996. Prior thereto, Ms. Tumlin was on the staff of the
U.S. Securities and Exchange Commission as an attorney in the Division of
Market Regulation and prior thereto Ms. Tumlin was associated with the law
firm of Robinson Silverman Pearce Aronsohn & Berman. Her address is Two
Portland Square, Portland, Maine.
M. Paige Turney, Assistant Secretary (age 27).
Fund Administrator, Forum Financial Services, Inc., with which she has been
associated since 1995. Ms. Turney was employed from 1992 as a Senior Fund
Accountant with First Data Corporation in Boston, Massachusetts. Prior
thereto she was a student at Montana State University Her address is Two
Portland Square, Portland, Maine 04101.
John Y. Keffer is an interested person of the Trust as that term is defined in
the 1940 Act.
The following table provides the aggregate compensation paid to each Trustee.
The Trust has not adopted any form of retirement plan covering Trustees or
officers. Information is presented for the fiscal year ended March 31, 1996.
<TABLE>
<CAPTION>
ACCRUED ANNUAL
AGGREGATE PENSION BENEFITS UPON TOTAL
TRUSTEE COMPENSATION BENEFITS RETIREMENT COMPENSATION
<S> <C> <C> <C> <C>
Mr. Keffer $4,000 None None $4,000
Mr. Azariadis $4,000 None None $4,000
Mr. Cheng $4,000 None None $4,000
Mr. Parish $4,000 None None $4,000
</TABLE>
ADVISERS
QUADRA Capital Partners, L.P. ("Quadra"), 270 Congress Street, Boston,
Massachusetts 02210, serves as investment adviser to the Funds pursuant to an
investment advisory agreement with the Trust (the "Advisory Agreement"). The
general partner of Quadra is Quadra Capital Partners, Inc., ("General
Partner") a Delaware Corporation. The business address of the General
Partner is 270 Congress Street, Boston, Massachusetts 02210. As a new
entity, Quadra has no previous experience managing an investment company.
The managing partners of Quadra have significant experience, however, in the
formation and management of trust and investment management entities
including registered investment companies, registered investment advisers,
and a commingled fund of funds.
Ms. Eileen Delasandro is founder and Chief Executive Officer of Quadra. She has
over twenty years of experience in the institutional investment management
industry. Prior to founding Quadra, she was Partner and Chief Operating Officer
at Nicholas-Applegate Capital Management, L.P. Ms. Delasandro has completed the
National Association of Securities Dealers' Series 2, 3, 7, 63 and 65
examinations. Mr. Donald Levi is founder and Chief Operating Officer of Quadra.
He has over thirty years of experience in the banking and trust industries.
Prior founding Quadra, he was founder and Chief Executive Officer of Western
Trust Services. Mr. Howard Stevenson is founder and Chairman of Quadra. He is
also the Sarafin-Rock Professor at Harvard Business School, were he has taught
for over twenty-five years, and is co-chairman of the Baupost Group, a private
registered investment adviser, which he co-founded. Mr. Philip Hamilton is
Director of Strategic Planning at Quadra. Prior to joining Quadra, he was
Senior Researcher in Finance at Harvard Business School. He serves as
compliance officer for the firm.
To assist it in carrying out its responsibility, the Adviser has retained the
Subadvisers to render advisory services and make daily investment decisions for
each Fund pursuant to an investment subadvisory agreements with Quadra (the
"Subadvisory Agreements"). Quadra has retained the following Subadvisers:
CARL DOMINO ASSOCIATES, L.P., ("CDA") founded in 1987 by Mr. Carl Domino, CFA,
who is presently Managing Partner and Senior Portfolio Manager of CDA.
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MCDONALD INVESTMENT MANAGEMENT, INC. ("McDonald"), organized in 1990 by Mr. John
McDonald, CFA, who is Chief Investment Officer of McDonald.
ANHALT/O'CONNELL INC., organized in 1975 by Mr. Paul Anhalt and Mr. Michael
O'Connell.
LM CAPITAL MANAGEMENT, INC. organized in 1988 by Mr. Luis Maizel and Mr. John
Chalker.
The amount of the fees paid by Quadra to each Subadviser may vary from time to
time as a result of periodic negotiations with the Subadviser regarding such
matters as the nature and extent of the services (other than investment
selection and order placement activities) provided by the Subadviser to the
Fund, the increased cost and complexity of providing services to the Fund, the
investment record of the Subadviser in managing the Fund and the nature and
magnitude of the expenses incurred by the Subadviser in managing the Fund's
assets and by the Adviser in overseeing and administering management of the
Fund. However, the contractual fee payable to each Fund by Quadra for
investment advisory services that is set forth in the Prospectus will not vary
as a result of those negotiations.
The Advisers furnish at their own expense all services, facilities and personnel
necessary to perform their duties under the Advisory or Subadvisory Agreements.
The Advisory and Subadvisory Agreements provide, with respect to each Fund, for
an initial term of two years from its effective date and for its continuance in
effect for successive twelve-month periods thereafter, provided the agreement is
specifically approved at least annually by the Board or, with respect to each
Fund, by vote of the shareholders of that Fund, and in either case by a majority
of the directors who are not parties to the Advisory Agreement or interested
persons of any such party.
The Advisory and Subadvisory Agreements are terminable without penalty by the
Trust and by the Adviser, respectively, with respect to a Fund on 30 days'
written notice when authorized either by vote of the Fund's shareholders or
by a vote of a majority of the Board, or by the Adviser and the Subadviser,
respectively, on not less than 90 days' written notice, and will
automatically terminate in the event of its assignment. The Agreements also
provide that, with respect to each Fund, the Adviser shall not be liable for
any error of judgment or mistake of law 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 the Adviser's duties or by
reason of reckless disregard of its obligations and duties under the
Agreements. In addition, under the Advisory Agreement, if the Adviser ceases
to act as a Fund's investment advisor, or in the event the Adviser so
requests in writing, the Trust will change a Fund's name so as not to include
the word "Quadra." The Advisory and Subadvisory Agreements provide that the
Advisers may render services to others.
In addition to receiving its advisory fee from the Funds, the Adviser may also
act and be compensated as investment manager for its clients with respect to
assets which are invested in a Fund. In some instances the Adviser may elect to
credit against any investment management fee received from a client who is also
a shareholder in a Fund an amount equal to all or a portion of the fees received
by the Adviser or any affiliate of the Adviser from a Fund with respect to the
client's assets invested in that Fund.
MANAGER
Forum Administrative Services, LLC ("FAdS") acts as administrator to the
Trust pursuant to an Administration Agreement with the Trust. As administrator,
FAdS provides management and administrative services necessary to the operation
of the Trust (which include, among other responsibilities, negotiation of
contracts and fees with, and monitoring of performance and billing of, the
transfer agent and custodian and arranging for maintenance of books and records
of the Trust), and provides the Trust with general office facilities. The
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Administration Agreement will remain in effect for a period of twelve months
with respect to the Fund and thereafter is automatically renewed each year for
an additional term of one year.
The Administration Agreement terminates automatically if it is assigned and
may be terminated without penalty with respect to the Fund by vote of the Fund's
shareholders or by either party on not more than 60 days' written notice. The
Administration Agreement also provides that FAdS shall not be liable for any
error of judgment or mistake of law or for any act or omission in the
administration or management of the Trust, except for willful misfeasance, bad
faith or gross negligence in the performance of Forum's duties or by reason of
reckless disregard of its obligations and duties under the Administration
Agreement.
At the request of the Board, FAdS provides persons satisfactory to the Board to
serve as officers of the Trust. Those officers, as well as certain other
employees and Trustees of the Trust, may be directors, officers or employees of
FAdS, the Adviser, the subadviser or their affiliates.
DISTRIBUTOR
Forum Financial Services, Inc. ("Forum"), an affiliate of FAdS, is the
Trust's distributor and acts as the agent of the Trust in connection with the
offering of shares of the Fund pursuant to a Distribution Agreement. The
Distribution Agreement will continue in effect for twelve months and will
continue in effect thereafter only if its continuance is specifically approved
at least annually by the Board or by vote of the shareholders entitled to vote
thereon, and in either case, by a majority of the Trustees who (i) are not
parties to the Distribution Agreement, (ii) are not interested persons of any
such party or of the Trust and (iii) with respect to any class for which the
Trust has adopted a distribution plan, have no direct or indirect financial
interest in the operation of that distribution plan or in the Distribution
Agreement, at a meeting called for the purpose of voting on the Distribution
Agreement. All subscriptions for shares obtained by Forum are directed to the
Trust for acceptance and are not binding on the Trust until accepted by it.
Forum receives no compensation or reimbursement of expenses for the distribution
services provided pursuant to the Distribution Agreement and is under no
obligation to sell any specific amount of Fund shares.
The Distribution Agreement provides that Forum shall not be liable for any
error of judgment or mistake of law or in any event whatsoever, except for
willful misfeasance, bad faith or gross negligence in the performance of Forum's
duties or by reason of reckless disregard of its obligations and duties under
the Distribution Agreement.
The Distribution Agreement is terminable with respect to the Fund without
penalty by the Trust on 60 days' written notice when authorized either by vote
of the Fund's shareholders or by a vote of a majority of the Board, or by Forum
on 60 days' written notice. The Distribution Agreement will automatically
terminate in the event of its assignment.
Forum 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
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for their services and may receive shareholders service fees even though shares
of the Fund are sold without sales charges or distribution fees. These financial
institutions may otherwise act as processing 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 whom 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 this 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.
TRANSFER AGENT
Forum Financial Corp. ("FFC") acts as transfer agent of the Trust pursuant to a
transfer agency agreement (the "Transfer Agency Agreement"). The Transfer
Agency Agreement provided, with respect to each Fund, for an initial term of one
year from its effective date and for its continuance in effect for successive
twelve-month periods thereafter, provided that the agreement is specifically
approved at least annually by the Board or, with respect to either Fund, by a
vote of the shareholders of that Fund, and in either case by a majority of the
directors who are not parties to the Transfer Agency Agreement or interested
persons of any such party at a meeting called for the purpose of voting on the
Transfer Agency Agreement.
Among the responsibilities of FFC as agent for the Trust are: (1) answering
customer inquiries regarding account status and history, the manner in which
purchases and redemptions of shares of the Funds may be effected and certain
other matters pertaining to the Funds; (2) assisting shareholders in initiating
and changing account designations and addresses; (3) providing necessary
personnel and facilities to establish and maintain shareholder accounts and
records, assisting in processing purchase and redemption transactions and
receiving wired funds; (4) transmitting and receiving funds in connection with
customer orders to purchase or redeem shares; (5) verifying shareholder
signatures in connection with changes in the registration of shareholder
accounts; (6) furnishing periodic statements and confirmations of purchases and
redemptions; (7) arranging for the transmission of proxy statements, annual
reports, prospectuses and other communications from the Trust to its
shareholders; (8) arranging for the receipt, tabulation and transmission to the
Trust of proxies executed by shareholders with respect to meetings of
shareholders of the Trust; and (9) providing such other related services as the
Trust or a shareholder may reasonably request.
FFC or any sub-transfer agent or processing agent may also act and receive
compensation as custodian, investment manager, nominee, agent or fiduciary for
its customers or clients who are shareholders of the Funds with respect to
assets invested in the Funds. FFC or any sub-transfer agent or other processing
agent may elect to credit against the fees payable to it by its clients or
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customers all or a portion of any fee received from the Trust or from FFC with
respect to assets of those customers or clients invested in the Funds. FFC,
Forum or sub-transfer agents or processing agents retained by FFC may be
Processing Organizations (as defined in the Prospectus) and, in the case of sub-
transfer agents or processing agents, may also be affiliated persons of FFC or
Forum.
For its services under the Transfer Agency Agreement, Forum receives, with
respect to each Series: a fee of $24,000 per year; such amounts to be computed
and paid monthly in arrears by the Fund; and (iii) Annual Shareholder Account
Fees of $25.00 for a retail and $125.00 for an institutional shareholder
account; such fees to be computed as of the last business day of the prior
month.
Pursuant to a Fund Accounting Agreement, FFC prepares and maintains books and
records of each Fund on behalf of the Trust as required under the 1940 Act,
calculates the net asset value per share of each Fund and dividends and capital
gain distributions and prepares periodic reports to shareholders and the
Securities and Exchange Commission. For its services, FFC receives from the
Trust with respect to each Fund a fee of $36,000 per year plus surcharges of
$6,000 to $24,000 for specified asset levels. FFC is paid additional surcharges
of $12,000 per year for each of the following: a portfolio with more than a
specified number of securities positions and/or international positions;
investments in derivative instruments; percentages of assets invested in asset
backed securities; and, a monthly portfolio turnover rate of 10% or greater.
FFC or any sub-transfer agent or processing agent may also act and receive
compensation for acting as custodian, investment manager, nominee, agent or
fiduciary for its customers or clients who are shareholders of the Fund with
respect to assets invested in the Fund.
EXPENSES
Under the Advisory Agreement, the Trust has confirmed its obligation to pay
all its expenses subject to the obligation of the Adviser to reimburse the Trust
for its excess expenses as described in the Prospectus. The Trust believes that
currently the most restrictive expense ratio limitation imposed by any state is
2-1/2% of the first $30 million of the Fund's average net assets, 2% of the next
$70 million of its average net assets and 1-1/2% of its average net assets in
excess of $100 million.
The Trust's expenses include: interest charges, taxes, brokerage fees and
commissions; certain insurance premiums; fees, interest charges and expenses of
the Trust's custodian and transfer agent; fees of pricing, interest, dividend,
credit and other reporting services; costs of membership in trade associations;
telecommunications expenses; funds transmission expenses; auditing, legal and
compliance expenses; costs of forming the Trust and maintaining corporate
existence; costs of preparing and printing the Trust's prospectuses, statements
of additional information and shareholder reports and delivering them to
existing shareholders; costs of maintaining books and accounts; costs of
reproduction, stationery and supplies; compensation of
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the Trust's Trustees; compensation of the Trust's officers and employees who are
not employees of the Adviser, Forum or their respective affiliates and costs of
other personnel performing services for the Trust; costs of corporate meetings;
Securities and Exchange Commission registration fees and related expenses; state
securities laws registration fees and related expenses; the fees payable under
the Advisory Agreement, and the Administration and Distribution Agreement.
5. DETERMINATION OF NET ASSET VALUE
The Trust does not determine net asset value on the following holidays: New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Veterans' Day, Thanksgiving and
Christmas. The Trust determines the net asset value per share of the each
Fund as of 4:00 p.m., Eastern time, on each Fund Business Day by dividing the
value of the Fund's net assets (I.E., the value of its portfolio securities
and other assets less its liabilities) by the number of that Fund's shares
outstanding at the time the determination is made. Securities owned by a
Fund for which market quotations are readily available are valued at current
market value, or, in their absence, at fair value as determined by the Board.
Purchases and redemptions are effected at the time of the next determination
of net asset value following the receipt in proper form of any purchase or
redemption order.
6. PORTFOLIO TRANSACTIONS
Purchases and sales of debt securities for the Fixed Income Funds usually are
principal transactions. Portfolio Securities for these Funds are normally
purchased directly from the issuer or from an underwriter or market maker for
the securities. There usually are no brokerage commissions paid for such
purchases. Purchases from underwriters of portfolio securities 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 prices.
The Equity Funds will, and the Fixed Income Funds may, effect purchases and
sales through brokers who charge commissions. Allocations of transactions to
brokers and dealers and the frequency of transactions are determined by the
Adviser in its best judgment and in a manner deemed to be in the best interest
of shareholders of the Fund 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 Fund.
A Fund may not always pay the lowest commission or spread available. Rather, in
determining the amount of commission, including certain dealer spreads, paid in
connection with Fund transactions, the Adviser takes into account such factors
as size of the order, difficulty of execution, efficiency of the executing
broker's facilities (including the services described below) and any risk
assumed by the executing broker. The Advisor may also take into account
payments made by brokers effecting transactions for a Fund (i) to the Fund or
(ii) to other persons on behalf of the Fund for services provided to it for
which it would be obligated to pay.
In addition, the Advisers may give consideration to research and investment
analysis services furnished by brokers or dealers to the Advisers for its use
and may cause the Fund to pay these brokers a higher amount of commission than
may be charged by other brokers. Such research and analysis is of the types
described in Section 28(e)(3) of the Securities Exchange Act of 1934, as
amended, and is designed to augment the Advisers' own internal research and
investment
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strategy capabilities. The Adviser may use the research and analysis in
connection with services to clients other than the Fund, and the Advisers' fee
is not reduced by reason of the Advisers' receipt of the research services.
Investment decisions for the Funds will be made independently from those for any
other account or investment company that is or may in the future become managed
by the Advisers or their affiliates. If, however, a Fund and other investment
companies or accounts managed by one of the Advisers are contemporaneously
engaged in the purchase or sale of the same security, the transactions may be
averaged as to price and allocated equitably to each account. In some cases,
this policy might adversely affect the price paid or received by a Fund or the
size of the position obtainable for the Fund. In addition, when purchases or
sales of the same security for a Fund and for other investment companies and
accounts managed by one of the Advisers occur contemporaneously, the purchase or
sale orders may be aggregated in order to obtain any price advantages available
to large denomination purchases or sales.
In the future the Funds, consistent with the policy of obtaining best net
results, may conduct brokerage transactions through the Advisers' affiliates,
affiliates of those persons or Forum. If a Fund anticipates conducting
brokerage transactions through these persons, the Board will adopt procedures in
conformity with applicable rules under the 1940 Act to ensure that all brokerage
commissions paid to these persons are reasonable and fair.
7. ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Shares of each Fund are sold on a continuous basis by the distributor.
In addition to the situations described in the Prospectus under "Purchases and
Redemptions of Shares," the Trust may redeem shares involuntarily, from time to
time, to reimburse a 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 a Fund's shares as provided in the
Prospectus.
The Trust has filed a formal election with the Securities and Exchange
Commission pursuant to which a Fund will only effect a redemption in portfolio
securities if a shareholder is redeeming more than $250,000 or 1% of the Fund's
total net assets, whichever is less, during any 90-day period.
EXCHANGE PRIVILEGE
The exchange privilege permits shareholders of the Funds to exchange their
shares for shares of any other Quadra fund of the Trust or shares of Daily
Assets Cash Fund, a money market fund of Forum Funds ("Participating Fund").
For Federal income tax purposes, exchange transactions are treated as sales
on which a purchaser will realize a capital gain or loss depending on
whether the value of the shares redeemed is more or less than his basis in
such shares at the time of the transaction.
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By use of the exchange privilege, the shareholder authorizes FFC to act upon the
instruction of any person representing himself to either be, or to have the
authority to act on behalf of, the investor and believed by FFC to be genuine.
The records of FFC of such instructions are binding. Proceeds of an exchange
transaction may be invested in another Participating Fund in the name of the
shareholder.
Exchange transactions will be made on the basis of relative net asset values
per share at the time of the exchange transaction. Shares of any
Participating Fund may be redeemed and the proceeds used to purchase, without
a sales charge, shares of any other Participating Fund. The terms of the
exchange privilege are subject to change, and the privilege may be terminated
by the Trust. However the privilege will not be terminated, and no material
change that restricts the availability of the privilege to shareholders will
be implemented, without reasonable advance notice to shareholders.
INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT
The Funds offer an individual retirement plan (the "IRA") for individuals who
wish to use shares of the Funds as a medium for funding individual retirement
savings. Under the IRA, distributions of net investment income and capital gain
will be automatically reinvested in the IRA established for the investor. The
Funds' custodian furnishes custodial services to the IRAs for a service fee.
Shareholders wishing to use a Fund's IRA should contact FFC for further details
and information.
8. TAXATION
Each Fund intends, for each taxable year, to qualify as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended (the
"Code"). Qualification as a regulated investment company under the Internal
Revenue Code of 1986 does not involve governmental supervision of management
or investment practices or policies. Investors should consult their own
counsel for a complete understanding of the requirements the Funds must meet
to qualify for such treatment. The information set forth in the Prospectus
and the following discussion relate solely to Federal income taxes on
dividends and distributions by a Fund and assume that each Fund qualifies as
a regulated investment company. Investors should consult their own counsel
for further details and for the application of state and local tax laws to
the investor's particular situation.
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The Equity Funds expect to derive a substantial amount of their gross income
(exclusive of capital gain) from dividends. Accordingly, that portion of the
Equity Funds' dividends so derived will qualify for the dividends-received
deduction for corporations to the extent attributable to certain qualifying
dividends received by the Fund from domestic corporations. The Fixed Income
Funds expect to derive substantially all of their gross income (exclusive of
capital gain) from sources other than dividends. Accordingly, it is expected
that only a small portion, if any, of the Fixed Income Funds' dividends or
distributions will qualify for the dividends-received deduction for
corporations. Capital gain distributions are not eligible for the dividends
received deduction for corporations.
Under the Code, gains or losses from the disposition of (i) foreign currencies,
(ii) debt securities denominated in a foreign currency, (iii) certain options on
foreign currencies or (iv) certain forward contracts denominated in a foreign
currency, that are attributed to fluctuations in the value of the foreign
currency between the date of acquisition of the asset and the date of its
disposition are treated as ordinary gain or loss. These gains or losses,
referred to under the Code as "Section 988" gains or losses, increase or
decrease the amount of a Fund's investment company taxable income available to
be distributed to shareholders as ordinary income, rather than affecting the
amount of the Fund's net capital gain. Because section 988 losses reduce the
amount of ordinary dividends a Fund will be allowed to distribute for a taxable
year, such losses may result in all or a portion of prior dividend distributions
for such year being recharacterized as non-taxable return of capital to
shareholders, rather than as an ordinary dividend, reducing each shareholder's
basis in his or her shares. To the extent that such distributions exceed such
shareholders' basis, each distribution will be treated as a gain from the sale
of shares. Under certain conditions, a Fund may elect to except from Section
988 any foreign currency gain or loss realized by a Fund on any regulated
forward contract, option or futures contract which would be "marked to market"
under Section 1256 of the Code if held on the last day of taxable year, as
described immediately below.
Certain listed options, regulated futures contracts and foreign exchange
contracts are considered "section 1256 contracts" for Federal income tax
purposes. Section 1256 contracts held by a Fund at the end of each taxable
year will be "marked to market" and treated for Federal income tax purposes
as though sold for fair market value on the last business day of such taxable
year. Gain or loss realized by a Fund on section 1256 contracts generally
will be considered 60% long-term and 40% short-term capital gain or loss. A
Fund can elect to exempt its section 1256 contracts which are part of a
"mixed straddle" from the application of section 1256.
With respect to equity or over-the-counter put and call options, gain or loss
realized by a Fund upon the lapse or sale of such options held by the Fund will
be either long-term or short-term capital gain or loss depending upon the
respective Fund's holding period with respect to such option. However, gain or
loss realized upon the lapse or closing out of such options that are written by
a Fund will be treated as short-term capital gain or loss. In general, if a
Fund exercises an option, or if an option that a Fund has written is exercised,
gain or loss on the option will not be separately recognized but the premium
received or paid will be included in the calculation of gain or loss upon
disposition of the property underlying the option.
Any option, futures contract, or other position entered into or held by a Fund
in conjunction with any other position held by such Fund may constitute a
"straddle" for Federal income tax purposes. A straddle of which at least one,
but not all, the positions are section 1256 contracts may constitute a "mixed
straddle". In general, straddles are subject to certain rules that may affect
the character and timing of a Fund's gains and losses with respect to straddle
positions by requiring, among other things, that (i) loss realized on
disposition of one position of a straddle not be recognized to the extent that a
Fund has unrealized gains with respect to the other position in such straddle;
(ii) a Fund's holding period in straddle positions be suspended while the
straddle exists (possibly resulting in gain being treated as short-term capital
gain rather than long-term capital gain); (iii) losses recognized with respect
to certain straddle positions which are part of a mixed straddle and which are
non-section 1256 positions be treated as 60% long-term and 40% short-term
capital loss; (iv) losses recognized with respect to certain straddle positions
which would otherwise constitute short-term capital losses be treated as long-
term capital losses; and (v) the deduction of interest and carrying charges
attributable to certain straddle positions may be deferred. Various elections
are available to a Fund which may mitigate the effects of the straddle rules,
particularly with respect to mixed straddles. In general, the straddle rules
described above do not apply to any straddles held by a Fund all of the
offsetting positions of which consist of section 1256 contracts.
A Fund's investment in zero coupon securities will be subject to special
provisions of the Code which may cause the Fund to recognize income without
receiving cash necessary to pay dividends or make distributions in amounts
necessary to satisfy the distribution requirements for avoiding federal income
and excise taxes. In order to satisfy those distribution requirements the Fund
may be forced to sell other portfolio securities.
Each International Equity Fund shareholder should include in the shareholder's
report of gross income in his Federal income tax return both cash dividends
received by the shareholder from the Fund and also the amount which the Fund
advises the shareholder is the shareholder's pro rata portion, if any, of
foreign income taxes paid with respect to, or withheld from, dividends and
interest paid to the Fund from its foreign investments. Each shareholder then
would be entitled, subject to certain limitations, to take a foreign tax credit
against the shareholders' Federal income tax liability for the amount of such
foreign taxes or else to deduct such foreign taxes as an itemized deduction from
gross income.
9. OTHER INFORMATION
CUSTODIAN
Pursuant to a Custodian Agreement, The First National Bank of Boston, 100
Federal Street, Boston, MA 02106, acts as the custodian of the Funds' assets.
The custodian's responsibilities include safeguarding and controlling the Funds'
cash and securities, determining income and collecting interest on Fund
investments.
COUNSEL
Legal matters in connection with the issuance of shares of beneficial interest
of the Trust are passed upon by the law firm of Seward & Kissel, One Battery
Park Plaza, New York, New York 10004
AUDITORS
Coopers & Lybrand, One Post Office Square, Boston, Massachusetts 02109, act
as auditors for the Quadra Funds.
THE TRUST AND ITS SHARES
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The Trust was originally incorporated in Maryland on March 24, 1980 and assumed
the name of Forum Funds, Inc. on March 16, 1987. On January 5, 1996, Forum
Funds, Inc. was reorganized as a Delaware business trust. 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 portfolios or series (such as the Fund) and may in the future
divide portfolios or series into two or more classes of shares (such as Investor
and Institutional Shares). Currently the authorized shares of the Trust are
divided into 15 separate series.
Each share of each fund of the Trust and each class of shares has equal
dividend, distribution, liquidation and voting rights, and fractional shares
have those rights proportionately, except that expenses related to the
distribution of the shares of each class (and certain other expenses such as
transfer agency and administration expenses) are borne solely by those shares
and each class votes separately with respect to the provisions of any Rule 12b-1
plan which pertain to the class and other matters for which separate class
voting is appropriate under applicable law. Generally, shares will be voted in
the aggregate without reference to a particular portfolio or class, except if
the matter affects only one portfolio or class or voting by portfolio or class
is required by law, in which case shares will be voted separately by portfolio
or class, as appropriate. 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. Shareholders
have available certain procedures for the removal of Trustees. 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 nonassessable. Shares are redeemable at net asset value, at the option
of the shareholders, subject to any contingent deferred sales charge that may
apply. A shareholder in a portfolio is entitled to the shareholder's pro rata
share of all dividends and distributions arising from that portfolio's assets
and, upon redeeming shares, will receive the portion of the portfolio's net
assets represented by the redeemed shares.
From time to time, certain shareholders may own a large percentage of the shares
of a Fund. Accordingly, those shareholders may be able to greatly affect (if not
determine) the outcome of a shareholder vote. As noted, certain of these
shareholders are known to the Trust to hold their shares of record only and have
no beneficial interest, including the right to vote, in the shares.
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THE QUADRA FUNDS
APPENDIX A - DESCRIPTION OF SECURITIES RATINGS
1. CORPORATE BONDS
MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")
Moody's rates corporate bond issues, including convertible debt issues, as
follows:
Bonds which are rated Aaa are judged by Moody's to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." 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.
Bonds which 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
which make the long term risks appear somewhat larger than in Aaa securities.
Bonds which 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.
Bonds which are rated Baa are considered as medium grade obligations, i.e., they
are neither highly protected nor poorly secured. Interest payment and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
Bonds which are rated Ba are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.
Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Bonds which are rated Caa are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest.
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Bonds which are rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.
Bonds which are rated C are the lowest rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.
Note: Those bonds in the Aa, A, Baa, Ba or B groups which Moody's believes
possess the strongest investment attributes are designated by the symbols Aa1,
A1, Baa1, Ba1, and B1.
STANDARD AND POOR'S CORPORATION ("S&P")
S&P rates corporate bond issues, including convertible debt issues, as follows:
Bonds rated AAA have the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.
Bonds rated AA have a very strong capacity to pay interest and repay principal
and differ from the highest rated issues only in small degree.
Bonds rated A have a strong capacity to pay interest and repay principal,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt rated in higher rated
categories.
Bonds rated BBB are regarded as having an adequate capacity to pay interest and
repay principal. Whereas they normally exhibit adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
weakened capacity to pay interest and repay principal for debt in this category
than in higher rated categories.
Bonds rated BB, B, CCC, CC and C are regarded, on balance, as predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and C the highest degree of speculation. While
such bonds will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions. Bonds rated BB have less near-term vulnerability to default than
other speculative issues. However, they face major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could lead
to inadequate capacity to meet timely interest and principal payments.
Bonds rated B have a greater vulnerability to default but currently have the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal.
Bonds rated CCC have currently identifiable vulnerability to default, and are
dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and
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repayment of principal. In the event of adverse business, financial, or
economic conditions, they are not likely to have the capacity to pay interest
and repay principal.
Bonds rated CC typically are debt subordinated to senior debt which is assigned
an actual or implied CCC debt rating. This rating may also be used to indicate
imminent default.
The C rating may be used to cover a situation where a bankruptcy petition has
been filed, but debt service payments are continued. The rating Cl is reserved
for income bonds on which no interest is being paid.
Bonds are rated D when the issue is in payment default, or the obligor has filed
for bankruptcy. Bonds rated D are in payment default or the obligor has filed
for bankruptcy. The D rating category is used when interest payments or
principal payments are not made on the date due, even if the applicable grace
period has not expired, unless S&P believes that such payments will made during
such grace period.
Note: The ratings from AA to CCC may be modified by the addition of a plus (+)
or minus (-) sign to show the relative standing within the rating category.
FITCH INVESTORS SERVICE, INC. ("FITCH")
Fitch rates corporate bond issues, including convertible debt issues, as
follows:
AAA Bonds are considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest and
repay principal, which is unlikely to be affected by reasonably foreseeable
events.
AA Bonds are considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated AAA. Because bonds rated in the AAA
and AA categories are not significantly vulnerable to foreseeable future
developments, shorter-term debt of these issuers is generally rate F-1+.
A Bonds are considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB Bonds are considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these bonds,
and therefore impair timely payment. The likelihood that the ratings of these
bonds will fall below investment grade is higher than for bonds with higher
ratings.
BB Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial
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alternatives can be identified which could assist the obligor in satisfying its
debt service requirements.
B Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.
CCC Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.
CC Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.
C Bonds are in imminent default in payment of interest or principal.
DDD, DD, and D Bonds are in default on interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. DDD
represents the highest potential for recovery on these bonds, and D represents
the lowest potential for recovery.
Plus (+) and minus (-) signs are used with a rating symbol to indicate the
relative position of a credit within the rating category. Plus and minus signs,
however, are not used in the AAA, DDD, DD, or D categories.
2. PREFERRED STOCK
MOODY'S INVESTORS SERVICE, INC.
Moody's rates preferred stock as follows:
An issue rated aaa is considered to be a top-quality preferred stock. This
rating indicates good asset protection and the least risk of dividend impairment
among preferred stock issues.
An issue rated aa is considered a high-grade preferred stock. This rating
indicates that there is a reasonable assurance that earnings and asset
protection will remain relatively well maintained in the foreseeable future.
An issue rated a is considered to be an upper-medium grade preferred stock.
While risks are judged to be somewhat greater than in the aaa and aa
classification, earnings and asset protection are, nevertheless, expected to be
maintained at adequate levels.
An issue rated baa is considered to be a medium-grade, neither highly protected
nor poorly secured. Earnings and asset protection appear adequate at present
but may be questionable over any great length of time.
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An issue rated ba is considered to have speculative elements and its future
cannot be considered well assured. Earnings and asset protection may be very
moderate and not well safeguarded during adverse periods. Uncertainty of
position characterizes preferred stocks in this class.
An issue which is rated b generally lacks the characteristics of a desirable
investment. Assurance of dividend payments and maintenance of other terms of
the issue over any long period of time may be small.
An issue which is rated caa is likely to be in arrears on dividend payments.
This rating designation does not purport to indicate the future status of
payments.
An issue which is rated ca is speculative in a high degree and is likely to be
in arrears on dividends with little likelihood of eventual payment.
An issue which is rated c can be regarded as having extremely poor prospects of
ever attaining any real investment standing. This is the lowest rated class of
preferred or preference stock.
Note: Moody's applies numerical modifiers 1, 2 and 3 in each rating
classification from aa through b in its preferred stock rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issuer ranks in the lower end of its generic rating
category.
STANDARD & POOR'S CORPORATION
S&P rates preferred stock as follows:
AAA is the highest rating that is assigned by S&P to a preferred stock issue and
indicates an extremely strong capacity to pay the preferred stock obligations.
A preferred stock issue rated AA also qualifies as a high-quality fixed income
security. The capacity to pay preferred stock obligations is very strong,
although not as overwhelming as for issues rated AAA.
An issue rated A is backed by a sound capacity to pay the preferred stock
obligations, although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions.
An issue rated BBB is regarded as backed by an adequate capacity to pay the
preferred stock obligations. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to make payments for a preferred stock in
this category than for issues in the A category.
Preferred stock rated BB, B, and CCC are regarded, on balance, as predominantly
speculative with respect to the issuer's capacity to pay preferred stock
obligations. BB indicates the lowest
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degree of speculation and CCC the highest degree of speculation. While such
issues will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.
The rating CC is reserved for a preferred stock issue in arrears on dividends or
sinking fund payments but that is currently paying.
A preferred stock rated C is a non-paying issue.
A preferred stock rated D is a non-paying issue with the issuer in default on
debt instruments.
To provide more detailed indications of preferred stock quality, the ratings
from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign
to show relative standing within the major rating categories.
3. SHORT-TERM DEBT (COMMERCIAL PAPER)
MOODY'S INVESTORS SERVICE, INC.
Moody's two highest ratings for short-term debt, including commercial paper, are
Prime-1 and Prime-2, both are judged investment grade, to indicate the relative
repayment ability of rated issuers.
Issuers rated Prime-1 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:
--- Leading market positions in well-established industries.
--- High rates of return on funds employed.
--- Conservative capitalization structure with moderate reliance on
debt and ample asset protection.
--- Broad margins in earnings coverage of fixed financial charges and
high internal cash generation.
--- Well-established access to a range of financial markets and
assured sources of alternate liquidity.
Issuers rated Prime-2 by Moody's have a strong ability for repayment of senior
short-term debt obligations. This will normally be evidenced by many of the
characteristics of issuers rated Prime-1 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.
STANDARD AND POOR'S CORPORATION
S&P's two highest commercial paper ratings are A and B. Issues assigned an A
rating are regarded as having the greatest capacity for timely payment. Issues
in this category are
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delineated with the numbers 1, 2 and 3 to indicate the relative degree of
safety. An A-1 designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+) sign
designation. The capacity for timely payment on issues with an A-2 designation
is strong. However, the relative degree of safety is not as high as for issues
designated A-1. A-3 issues have a satisfactory capacity for timely payment.
They are, however, somewhat more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations. Issues rated B
are regarded as having only an adequate capacity for timely payment. However,
such capacity may be damaged by changing conditions or short-term adversities.
FITCH INVESTORS SERVICE, INC.
Fitch's short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and investment
notes.
F-1+. Issues assigned this rating are regarded as having the strongest degree of
assurance for timely payment.
F-1. Issues assigned this rating reflect an assurance of timely payment only
slightly less in degree than issues rated F-1+.
F-2. Issues assigned this rating have a satisfactory degree of assurance for
timely payment, but the margin of safety is not as great as for issues assigned
F-1+ or F-1 ratings.
F-3. Issues assigned this rating have characteristics suggesting that the
degree of assurance for timely payment is adequate, however, near-term adverse
changes could cause these securities to be rated below investment grade.
F-S. Issues assigned this rating have characteristics suggesting a minimal
degree of assurance for timely payment and are vulnerable to near-term adverse
changes in financial and economic conditions.
D.. Issues assigned this rating are in actual or imminent payment default.
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PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS.
Not Applicable to this filing.
FINANCIAL HIGHLIGHTS.
Not Applicable to this filing.
(b) EXHIBITS.
NOTE: * INDICATES THAT THE EXHIBIT IS INCORPORATED HEREIN BY REFERENCE. ALL
REFERENCES TO A POST-EFFECTIVE AMENDMENT ("PEA") OR PRE-EFFECTIVE AMENDMENT
("PREEA") ARE TO PEAS AND PREEAS TO REGISTRANT'S REGISTRATION STATEMENT ON FORM
N-1A, FILE NO. 2-67052.
(1)* Copy of the Trust Instrument of the Registrant dated August 29,
1995 (filed as Exhibit 1 to PEA No. 34).
(2)* Copy of By-Laws of the Registrant (filed as Exhibit 2 to PEA No.
30)
(3) None.
(4) (a) Sections 2.04 and 2.06 of Registrant's Trust Instrument
provide as follows:
"SECTION 2.04 TRANSFER OF SHARES. Except as otherwise provided
by the Trustees, Shares shall be transferable on the records
of the Trust only by the record holder thereof or by his
agent thereunto duly authorized in writing, upon delivery to
the Trustees or the Trust's transfer agent of a duly
executed instrument of transfer and such evidence of the
genuineness of such execution and authorization and of such
other matters as may be required by the Trustees. Upon such
delivery the transfer shall be recorded on the register of
the Trust. Until such record is made, the Shareholder of
record shall be deemed to be the holder of such Shares for
all purposes hereunder and neither the Trustees nor the
Trust, nor any transfer agent or registrar nor any officer,
employee or agent of the Trust shall be affected by any
notice of the proposed transfer.
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"SECTION 2.06 ESTABLISHMENT OF SERIES. The Trust created hereby shall
consist of one or more Series and separate and distinct
records shall be maintained by the Trust for each Series and
the assets associated with any such Series shall be held and
accounted for separately from the assets of the Trust or any
other Series. The Trustees shall have full power and
authority, in their sole discretion, and without obtaining
any prior authorization or vote of the Shareholders of any
Series of the Trust, to establish and designate and to
change in any manner any such Series of Shares or any
classes of initial or additional Series and to fix such
preferences, voting powers, rights and privileges of such
Series or classes thereof as the Trustees may from time to
time determine, to divide or combine the Shares or any
Series or classes thereof into a greater or lesser number,
to classify or reclassify any issued Shares or any Series or
classes thereof into one or more Series or classes of
Shares, and to take such other action with respect to the
Shares as the Trustees may deem desirable. The establishment
and designation of any Series shall be effective upon the
adoption of a resolution by a majority of the Trustees
setting forth such establishment and designation and the
relative rights and preferences of the Shares of such
Series. A Series may issue any number of Shares and need not
issue shares. At any time that there are no Shares
outstanding of any particular Series previously established
and designated, the Trustees may by a majority vote abolish
that Series and the establishment and designation thereof.
"All references to Shares in this Trust Instrument shall be deemed to
be Shares of any or all Series, or classes thereof, as the
context may require. All provisions herein relating to the
Trust shall apply equally to each Series of the Trust, and
each class thereof, except as the context otherwise
requires.
"Each Share of a Series of the Trust shall represent an equal
beneficial interest in the net assets of such Series. Each
holder of Shares of a Series shall be entitled to receive
his pro rata share of all distributions made with respect to
such Series. Upon redemption of his Shares, such Shareholder
shall be paid solely out of the funds and property of such
Series of the Trust."
(5) (a)* Investment Advisory Agreement between Registrant and Westwood
Ventures, Ltd. (filed as Exhibit 5 (a) to PEA No. 36).
(b)* Investment Subadvisory Agreement between Westwood Ventures, Ltd.
and Forum Advisors, Inc. relating to the Sportsfund (filed as
Exhibit 5 (b) to PEA No. 36).
(c) Investment Advisory Agreement between Registrant and Quadra
Capital Partners, L.P., filed herewith.
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(d) Investment Subadvisory Agreement between Quadra Capital Partners,
L.P. and Anhalt/O'Connell, Inc., filed herewith.
(e) Investment Subadvisory Agreement between Quadra Capital Partners,
L.P. and Carl Domino Associates, L.P., filed herewith.
(f) Investment Subadvisory Agreement between Quadra Capital Partners,
L.P. and McDonald Investment Management, Inc., filed herewith.
(g) Investment Subadvisory Agreement between Quadra Capital Partners,
L.P. and LM Capital Management, Inc., filed herewith.
(6) (a)* Form of Management and Distribution Agreement between Registrant
and Forum Financial Services, Inc. (filed as Exhibit 6(a) to PEA
No. 33).
(b)* Form of Distribution Services Agreement between Registrant and
Forum Financial Services, Inc. (filed as Exhibit 6(b) to PEA No.
33).).
(c)* Form of Selected Dealer Agreement between Forum Financial
Services, Inc. and securities brokers (filed as Exhibit 6(c) to
PEA 21).
(d)* Form of Bank Affiliated Selected Dealer Agreement between Forum
Financial Services, Inc. and bank affiliates filed as Exhibit
6(d) of PEA 21).
(7) None.
(8) (a)* Form of Transfer Agency Agreement between Registrant and Forum
Financial Corp. (filed as Exhibit 8(a) to PEA No. 33).
(b)* Form of Custodian Agreement between Registrant and the First
National Bank of Boston (filed as Exhibit 8(b) to PEA No. 33).
(9) (a)* Form of Management Agreement between Registrant and Forum
Financial Services, Inc. (filed as Exhibit 9(a) to PEA No. 33).
(10)* Opinion of Seward & Kissel dated January 5, 1996 (filed as Exhibit 10
of PEA No. 33).
(11) Not applicable to this filing.
(12) None.
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(13)* Investment Representation letter of Reich & Tang, Inc. as
original purchaser of shares of registrant (filed as Exhibit 13
to Registration Statement).
(14)* Form of Disclosure Statement and Custodial Account Agreement
applicable to individual retirement accounts (filed as Exhibit 14
of PEA No. 21).
(15) (a)* Form of Rule 12b-1 Plan adopted by the Registrant (filed as
Exhibit 15 of PEA No. 16).
(b)* Rule 12b-1 Plan adopted by the Registrant with respect to
the Payson Value Fund and the Payson Balanced Fund (filed as
Exhibit 8(c) of PEA No. 20).
Other Exhibits*:
Powers of Attorney (filed as Other Exhibits to PEA No. 34).
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES AS OF SEPTEMBER 30, 1996
Title of Class Number of Holders
-------------- -----------------
Investors Stock Fund 0
Investors Bond Fund 76
TaxSaver Bond Fund 47
Daily Assets Cash Fund 0
Daily Assets Treasury Fund 51
Daily Assets Government Fund 0
Payson Value Fund 277
Payson Balanced Fund 396
Maine Municipal Bond Fund 390
New Hampshire Bond Fund 86
Sportsfund 30
Austin Global Equity Fund 0
Oak Hall Equity Fund 0
Core Portfolio Plus 0
ITEM 27. INDEMNIFICATION.
In accordance with Section 3803 of the Delaware Business Trust Act, SECTION
5.2 of the Registrant's Trust Instrument provides as follows:
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"5.2. INDEMNIFICATION.
"(a) Subject to the exceptions and limitations contained in Section (b)
below:
"(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 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 Holders by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the Covered Person's
office or (B) not to have acted in good faith in the reasonable belief that
Covered Person's 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 the Trustee's or officer's 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 Holder may, by appropriate legal proceedings,
challenge any such determination by the Trustees or by independent counsel.
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"(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 paragraph (a) of this Section 5.2 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 5.2;
provided, however, that either (a) such Covered Person shall have provided
appropriate security for such undertaking, (b) the Trust is insured against
losses arising out of any such advance payments or (c) 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 believe
that such Covered Person will be found entitled to indemnification under
this Section 5.2.
"(e) Conditional advancing of indemnification monies under this
Section 5.2 for actions based upon the 1940 Act may be made only on the
following conditions: (i) the advances must be limited to amounts used, or
to be used, for the preparation or presentation of a defense to the action,
including costs connected with the preparation of a settlement; (ii)
advances may be made only upon receipt of a written promise by, or on
behalf of, the recipient to repay that amount of the advance which exceeds
that amount which it is ultimately determined that he is entitled to
receive from the Trust by reason of indemnification; and (iii) (a) such
promise must be secured by a surety bond, other suitable insurance or an
equivalent form of security which assures that any repayments may be
obtained by the Trust without delay or litigation, which bond, insurance or
other form of security must be provided by the recipient of the advance, or
(b) a majority of a quorum of the Trust's disinterested, non-party
Trustees, or an independent legal counsel in a written opinion, shall
determine, based upon a review of readily available facts, that the
recipient of the advance ultimately will be found entitled to
indemnification.
"(f) In case any Holder or former Holder of any Series shall be held
to be personally liable solely by reason of the Holder or former Holder
being or having been a Holder of that Series and not because of the Holder
or former Holder acts or omissions or for some other reason, the Holder or
former Holder (or the Holder or former Holder's heirs, executors,
administrators or other legal representatives, or, in the case of a
corporation or other entity, its corporate or other general successor)
shall be entitled out of the assets belonging to the applicable Series to
be held harmless from and indemnified against all loss and expense arising
from such liability. The Trust, on behalf of the
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affected Series, shall, upon request by the Holder, assume the defense of
any claim made against the Holder for any act or obligation of the Series
and satisfy any judgment thereon from the assets of the Series."
Paragraph 4 of each Investment Advisory Agreement provides in substance as
follows:
"4. We shall expect of you, and you will give us the benefit of, your
best judgment and efforts in rendering these services to us, and we agree
as an inducement to your undertaking these services that you shall not be
liable hereunder for any mistake of judgment or in any event whatsoever,
except for lack of good faith, provided that nothing herein shall be deemed
to protect, or purport to protect, you against any liability to us or and
to our security holders to which you would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of
your duties hereunder, or by reason of your reckless disregard of your
obligations and duties hereunder."
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Paragraphs 3(f) and (g) and paragraph 5 of the Management and Distribution
Agreement provide as follows:
"(f) We agree to indemnify, defend and hold you, your several officers and
directors, and any person who controls you within the meaning of Section 15
of the Securities Act, free and harmless from and against any and all
claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which you, your officers and
directors or any such controlling person 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 our Registration
Statement or Prospectus in effect from time to time under the Securities
Act or arising out of or based upon any alleged omission to state a
material fact required to be stated in either thereof or necessary to make
the statements in either thereof not misleading; provided, however, that in
no event shall anything contained in this paragraph 3(f) be so construed as
to protect you against any liability to us or our security holders to which
you would otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of your duties, or by reason of your
reckless disregard of your obligations and duties under this paragraph. Our
agreement to indemnify you, your officers and directors and any such
controlling person as aforesaid is expressly conditioned upon our being
notified of any action brought against you, your officers and directors or
any such controlling person, such notification to be given by letter or by
telegram addressed to us at our principal office in New York, New York, and
sent to us by the person against whom such action is brought within ten
days after the summons or other first legal process shall have been served.
The failure so to notify us of any such action shall not relieve us from
any liability which we may have to the person against whom such action is
brought by reason of any such alleged untrue statement or omission
otherwise than on account of our indemnity agreement contained in this
paragraph 3(f). We will be entitled to assume the defense of any suit
brought to enforce any such claim, and to retain counsel of good standing
chosen by us and approved by you. In the event we do elect to assume the
defense of any such suit and retain counsel of good standing approved by
you, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in case we
do not elect to assume the defense of any such suit, or in case you do not
approve of counsel chosen by us, we will reimburse you or the controlling
person or persons named as defendant or defendants in such suit, for the
fees and expenses of any counsel retained by you or them. Our
indemnification agreement contained in this paragraph 3(f) and our
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 you, your officers and directors or any controlling person and
shall survive the sale of any shares of our common stock made pursuant to
subscriptions obtained by you. This agreement of indemnity will inure
exclusively to your benefit, to the benefit of your successors and assigns,
and to the benefit of your officers and directors and any controlling
persons and their successors and assigns. We agree promptly to notify you
of the commencement of any litigation or proceeding against us in
connection with the issue and sale of any shares of our common stock.
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"(g) You agree to indemnify, defend and hold us, our several officers and
directors, and person who controls us within the meaning of Section 15 of
the Securities Act, free and harmless from and against any and all claims,
demands, liabilities, and expenses (including the cost of investigating or
defending such claims, demands or liabilities and any reasonable counsel
fees incurred in connection therewith) which we, our officers or directors,
or any such controlling person may incur under the Act or under common law
or otherwise, but only to the extent that such liability, or expense
incurred by us, our officers or directors or such controlling person
resulting from such claims or demands shall arise out of or be based upon
any alleged untrue statement of a material fact contained in information
furnished in writing by you in your capacity as distributor to us for use
in our Registration Statement or Prospectus in effect from time to time
under the Act, or shall arise out of or be based upon any alleged omission
to state a material fact in connection with such information required to be
stated in the Registration Statement or Prospectus or necessary to make
such information not misleading. Your agreement to indemnify us, our
officers and directors, and any such controlling person as aforesaid is
expressly conditioned upon your being notified of any action brought
against us, our officers or directors or any such controlling person, such
notification to be given by letter or telegram addressed to you at your
principal office in New York, New York, and sent to you by the person
against whom such action is brought, within ten days after the summons or
other first legal process shall have been served. You shall have a right to
control the defense of such action, with counsel of your own choosing,
satisfactory to us, if such action is based solely upon such alleged
misstatement or omission on your part, and in any other event you and we,
our officers or directors or such controlling person shall each have the
right to participate in the defense or preparation of the defense of any
such action. The failure so to notify you of any such action shall not
relieve you from any liability which you may have to us, to our officers or
directors, or to such controlling person by reason of any such untrue
statement or omission on your part otherwise than on account of your
indemnity agreement contained in this paragraph 3(g).
"5 We shall expect of you, and you will give us the benefit of, your
best judgment and efforts in rendering these services to us, and we agree
as an inducement to your undertaking these services that you shall not be
liable hereunder for any mistake of judgment or in any event whatsoever,
except for lack of good faith, provided that nothing herein shall be deemed
to protect, or purport to protect, you against any liability to us or to
our security holders to which you would otherwise be subject by reason or
willful misfeasance, bad faith or gross negligence in the performance of
your duties hereunder, or by reason of your reckless disregard of your
obligations and duties hereunder."
Section 9(a) of the Distribution Services Agreement provides:
"The Company agrees to indemnify, defend and hold the Underwriter, and any
person who controls the Underwriter within the meaning of Section 15 of the
Securities Act, free and harmless from and against any and all claims,
demands, liabilities and expenses
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(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which
the Underwriter or any such controlling person 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
Company's Registration Statement or the Prospectus or Statement of
Additional Information in effect from time to time under the Securities Act
and relating to the Fund or arising out of or based upon any alleged
omission to state a material fact required to be stated in any thereof or
necessary to make the statements in any thereof not misleading; provided,
however, that in no event shall anything herein contained be so construed
as to protect the Underwriter against any liability to the Company or its
security holders to which the Underwriter would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of the Underwriter's reckless
disregard of its obligations and duties under this agreement. The Company's
agreement to indemnify the Underwriter and any controlling person as
aforesaid is expressly conditioned upon the Company's being notified of the
commencement of any action brought against the Underwriter or any such
controlling person, such notification to be given by letter or by telegram
addressed to the Company at its principal office in New York, New York, and
sent to the Company by the person against whom such action is brought
within ten days after the summons or other first legal process shall have
been served. The Company will be entitled to assume the defense of any suit
brought to enforce any such claim, and to retain counsel of good standing
chosen by the Company and approved by the Underwriter. In the event the
Company elects to assume the defense of any such suit and retain counsel of
good standing approved by the Underwriter, the defendants in the suit shall
bear the fees and expenses of any additional counsel retained by any of
them; but in case the Company does not elect to assume the defense of the
suit or in case the Underwriter does not approve of counsel chosen by the
Company, the Company will reimburse the Underwriter or the controlling
person or persons named defendant or defendants in the suit for the fees
and expenses of any counsel retained by the Underwriter or such person. The
indemnification agreement contained in this Section 9 shall remain
operative and in full force and effect regardless of any investigation made
by or on behalf of the Underwriter or any controlling person and shall
survive the sale of the Fund's shares made pursuant to subscriptions
obtained by the Underwriter. This agreement of indemnity will inure
exclusively to the benefit of the Underwriter, to the benefit of its
successors and assigns, and to the benefit of any controlling persons and
their successors and assigns. The Company agrees promptly to notify the
Underwriter of the Underwriter of the commencement of any litigation or
proceeding against the Company in connection with the issue and sale of any
of shares of the Fund. The failure to do so notify the Company of the
commencement of any such action shall not relieve the Company from any
liability which it may have to the person against whom the action is
brought by reason of any alleged untrue statement or omission otherwise
than on account of the indemnity agreement contained in this Section 9."
In so far as indemnification for liabilities arising under the Securities Act of
1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of
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the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS.
Forum Advisors, Inc.
The descriptions of Forum Advisors, Inc. under the caption "Management-
Adviser" in the Prospectus and Statement of Additional Information relating
to the Investors Bond Fund, the TaxSaver Bond Fund, the Daily Assets Cash
Fund, the Daily Assets Government Fund, the Daily Assets Treasury Fund ,
the Daily Assets TaxSaver Fund, the Maine Municipal Bond Fund, the New
Hampshire Bond Fund and the Sportsfund, constituting certain of Parts A and
B, respectively, of the Registration Statement are incorporated by
reference herein.
The following are the directors and officers of Forum Advisors, Inc., Two
Portland Square, Portland, Maine 04101, including their business
connections which are of a substantial nature.
John Y. Keffer, President and Secretary.
Chairman and President of the Registrant; President and Secretary of
Forum Financial Services, Inc. and of Forum Financial Corp. Mr. Keffer
is a director and/or officer of various registered investment
companies for which Forum Financial Services, Inc. Serves as manager,
administrator and/or distributor.
David R. Keffer, Vice President and Treasurer.
Vice President, Assistant Secretary and Assistant Treasurer of the
Registrant; Vice President and Treasurer of Forum Financial Services,
Inc. and of Forum Financial Corp. Mr. Keffer is an officer of various
registered investment companies for which Forum Financial Services,
Inc. Serves as manager, administrator and/or distributor.
110
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H.M. Payson & Co.
The descriptions of H.M. Payson & Co. under the caption "Management -
Adviser" in the Prospectus and Statement of Additional Information, with
respect to the Payson Value Fund and the Payson Balanced Fund, constituting
certain of Parts A and B, respectively, of this Registration Statement are
incorporated by reference herein.
The following are the directors and principal executive officers of H.M.
Payson & Co., including their business connections which are of a
substantial nature. The address of H.M. Payson & Co. is One Portland
Square, Portland, Maine 04101.
Adrian L. Asherman, Managing Director.
Portfolio Manager of H.M. Payson & Co. since 1955, General Partner
from 1964 to 1987 and Managing Director since 1987. His address is One
Portland Square, Portland, Maine 04101.
John C. Downing, Managing Director and Treasurer.
Portfolio Manger of H.M. Payson since 1983 and Managing Director since
1992. Mr. Downing has been associated with H.M. Payson since 1983. His
address is One Portland Square, Portland, Maine 04101.
William A. Macleod, Managing Director.
Portfolio Manager of H.M. Payson & Co. since 1984 and Managing
Director since 1989. His address is One Portland Square, Portland,
Maine 04101.
Thomas M. Pierce, Managing Director.
Portfolio Manager of H.M. Payson & Co. since 1975, General Partner
from 1981 to 1987 and Managing Director since 1987. His address is One
Portland Square, Portland, Maine 04101.
Peter E. Robbins, Managing Director.
Portfolio Manager of H.M. Payson & Co. since 1992, except for the
period from January 1988 to October 1990. During that period, Mr.
Robbins was president of Mariner Capital Group, a real estate
development and non-financial asset management business. General
Partner of H.M. Payson & Co. from 1986 to 1987, and Managing Director
from 1987 to 1988, and since 1993.
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John H. Walker, Managing Director and President.
Portfolio Manager of H.M. Payson & Co. since 1967, General Partner
from 1974 to 1987, and Managing Director since 1987. Mr. Walker is
also a Director of York Holding Company and York Insurance Company.
His address is One Portland Square, Portland, Maine 04101.
Teresa M. Esposito, Managing Director.
Managing Director of H.M. Payson & Co. since 1995. Her address is One
Portland Square, Portland, Maine 04101.
John C. Knox, Managing Director.
Managing Director of H.M. Payson & Co. since 1995. His address is One
Portland Square, Portland, Maine 04101.
Harold J. Dixon, Managing Director and Secretary.
Managing Director of H.M. Payson & Co. since 1995. His address is One
Portland Square, Portland, Maine 04101.
Laura McDill, Managing Director.
Managing Director of H.M. Payson & Co. since 1995. Her address is One
Portland Square, Portland, Maine 04101.
Westwood Ventures, Ltd.
The descriptions of Westwood Ventures, Ltd. under the caption "Management -
Adviser" in the Prospectus and Statement of Additional Information, with
respect to the Sportsfund, constituting certain of Parts A and B,
respectively, of this Registration Statement are incorporated by reference
herein.
The following are the directors and principal executive officers of
Westwood Ventures, Ltd., including their business connections which are of
a substantial nature. The address of Westwood Ventures, Ltd.. is 450
Seventh Avenue, Suite 3304, New York, New York 10123.
Gary Miller, President, Chief Executive Officer and Chairman of the Board.
112
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Adam Zalta, Executive Vice President, Director and Treasurer.
President, Atlaz International, a national computer manufacturer and
reseller, since
Lawrence J. Toscano, Director and Assistant Secretary.
Member of the Law Firm of Heller, Horowitz & Feit, P.C., since 1983,
(attorneys for Westwood Ventures, Ltd.)
Austin Investment Management, Inc.
The description of Austin Investment Management, Inc. under the caption
"Management - Adviser" in the Prospectus and Statement of Additional
Information with respect to the Austin Global Equities Fund, constituting
part of Parts A and B, respectively, of this Registration Statement are
incorporated by reference herein.
The following is the director and principal executive officer of Austin
Investment Management, Inc. 375 Park Avenue, New York, New York 10152,
including their business connections which are of a substantial nature.
Peter Vlachos, Director, President Treasurer and Secretary
Oak Hall Capital Advisors, Inc.
The description of Oak Hall Capital Advisors, Inc. under the caption
"Management - Advisor" in the Prospectus and Statement of Additional
Information with respect to the Oak Hall Equity Fund, constituting part of
Parts A and B, respectively, of this Registration Statement are
incorporated by reference herein.
The following are the directors and principal executive officers of, Oak
Hall Capital Advisors, Inc. 122 East 42nd Street, New York, New York 10168,
including their business connections which are of a substantial nature.
Alexander G. Anagnos, Director and Portfolio Manager.
Consultant to American Services Corporation and Financial Advisor to
WR Family Associates.
Lewis G. Cole, Director.
Partner, the Law Firm of Strook, Strook & Lavan.
113
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John C. Hathaway, President, director and Portfolio Manager.
John J. Hock, Executive Vice President.
Charles D. Klein, Portfolio Manager.
Director, American Securities Corporation and Financial Advisor to WR
Family Associates.
David P. Steinmann, Executive Vice President, Secretary and Treasurer.
Administrator WR Family Associates and Secretary and Treasurer of
American Securities Corporation.
Carl Domino Associates, L.P.
The description of Carl Domino Associates, L.P. under the caption
"Management - Advisor" in the Prospectus and Statement of Additional
Information with respect to the Value Equity Fund, constituting part of
Parts A and B, respectively, of this Registration Statement are
incorporated by reference herein.
The following are the directors and principal executive officers of, Carl
Domino Associates, L.P., 580 Village Blvd., West Palm Beach, FL 33409
including their business connections which are of a substantial nature.
Carl J. Domino, Managing Partner & Portfolio Manager.
Paul Scoville, Jr., Senior Portfolio Manager.
Ann Fritts Syring, Senior Portfolio Manager.
John Wagstaff-Callahan, Senior Portfolio Manager.
Prior to joining Carl Domino Associates, L.P., Mr. Wagstaff-Callahan
was a Trustee with Batterymarch Financial Management, Boston,
Massachusetts.
Stephen Krider Kent, Jr., Senior Portfolio Manager.
Prior to joining Carl Domino Associates, L.P., Mr. Kent was a Senior
Portfolio Manager with Gamble, Jones Holbrook & Bent, Carlsbad,
California.
114
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Anhalt/O'Connell, Inc.
The description of Anhalt/O'Connell, Inc. under the caption "Management -
Advisor" in the Prospectus and Statement of Additional Information with
respect to the Limited Maturity Treasury Fund, constituting part of Parts A
and B, respectively, of this Registration Statement are incorporated by
reference herein.
The following are the directors and principal executive officers of,
Anhalt/O'Connell, Inc., 345 South Figueroa Street, Suite 303, Los Angeles,
CA, including their business connections which are of a substantial nature.
Paul Edward Anhalt, Managing Director and Chairman.
Mr. Anhalt is also a partner of Anhalt/O'Connell, a partnership, and
was formerly Managing Director and Consulting Economist of Trust
Company of the West.
Michael Frederick O'Connell, Managing Director
Mr. O'Connell is also a partner of Anhalt/O'Connell, a partnership,
and was formerly Managing Director of Trust Company of the West and
Vice President of Institutional Research Services, Inc., a registered
broker-dealer.
LM Capital Management, Inc.
The description of LM Capital Management, Inc., under the caption
"Management - Advisor" in the Prospectus and Statement of Additional
Information with respect to the Opportunistic Bond Fund, constituting part
of Parts A and B, respectively, of this Registration Statement are
incorporated by reference herein.
The following are the directors and principal executive officers of, LM
Capital Management, Inc., including their business connections which are of
a substantial nature.
Luis Malzel, Managing Director.
John Chalker, Managing Director
McDonald Investment Management, Inc.
The description of McDonald Investment Management, Inc., under the caption
"Management - Advisor" in the Prospectus and Statement of Additional
Information with respect to the International Equity Fund, constituting
part of Parts A and B, respectively, of this Registration Statement are
incorporated by reference herein.
The following are the directors and principal executive officers of
McDonald Investment Management, Inc., including their business connections
which are of a substantial nature.
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John McDonald, President and Chief Investment Officer.
Ron Belcot, Vice President - Research and Trading.
Bill Hallman, Vice President.
Ray DiBernardo, Vice President., Managing Director
Mr. DiBernardo was formerly a portfolio manager with Royal Trust.
ITEM 29. PRINCIPAL UNDERWRITER.
(a) Forum Financial Services, Inc., Registrant's underwriter, serves as
underwriter to Avalon Capital, Inc., Core Trust (Delaware), The CRM
Funds, The Cutler Trust, Monarch Funds, Norwest Advantage Funds,
Norwest Select Funds, Sound Shore Fund, Inc., Stone Bridge Funds, Inc.
and Trans Adviser Funds, Inc.
(b) John Y. Keffer, President and Secretary of Forum Financial Services,
Inc., is the Chairman and President of the Registrant. David R.
Keffer, Vice President and Treasurer of Forum Financial Services,
Inc., is the Vice President, Assistant Treasurer and Assistant
Secretary of the Registrant. Their business address is Two Portland
Square, Portland, Maine 04101.
(c) Not Applicable.
ITEM 30. LOCATION OF BOOKS 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 Financial Services, Inc. and
Forum Financial Corp., 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 Registrants custodians, The First National Bank
of Boston, 100 Federal Street, Boston, Massachusetts 02106, and Imperial Trust
Company, 201 N. Figueroa Street, Suite 610, Los Angeles, California, 90012. 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 28 hereof.
ITEM 31. MANAGEMENT SERVICES.
Not Applicable.
116
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ITEM 32. UNDERTAKINGS.
(i) Registrant undertakes to file a post-effective amendment, using financial
statements which need not be certified, within four to six months from the
latter of the effective date of Registrant's Securities Act of 1933
Registration Statement relating to the prospectuses offering those shares
or the commencement of public shares of the respective shares; and,
(ii) Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of Registrant's latest annual report to shareholders
relating to the portfolio or class thereof to which the prospectus relates
upon request and without charge.
117
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Portland and the State of Maine on the 31st day
of December, 1996.
FORUM FUNDS
By: /s/ John Y. Keffer
-------------------------
John Y. Keffer, President
Pursuant to the requirements of the Securities Act of 1933, this amendment to
the Registrant's Registration Statement has been signed below by the following
persons in the capacities indicated on the 31st day of December, 1996.
Signatures Title
---------- -----
(a) Principal Executive Officer
/s/ John Y. Keffer President
---------------------------- and Chairman
John Y. Keffer
(b) Principal Financial and Accounting Officer
/s/ Richard Butt Treasurer
----------------------------
Richard Butt
(c) A majority of the Trustees
/s/ John Y. Keffer Trustee
----------------------------
John Y. Keffer
James C. Cheng* Trustee
J. Michael Parish* Trustee
Costas Azariadis* Trustee
By: /s/ John Y. Keffer
-------------------
John Y. Keffer
Attorney in Fact*
118
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EXHIBIT INDEX
5(c) Investment Advisory Agreement between Registrant and Quadra Capital
Partners, L.P.
5(d) Investment Subadvisory Agreement between Quadra Capital Partners, L.P. and
Anhalt/O'Connell, Inc.
5(e) Investment Subadvisory Agreement between Quadra Capital Partners, L.P. and
Carl Domino Associates, L.P.
5(f) Investment Subadvisory Agreement between Quadra Capital Partners, L.P. and
McDonald Investment Management, Inc.
5(g) Investment Subadvisory Agreement between Quadra Capital Partners, L.P. and
LM Capital Management, Inc.
119
<PAGE>
EXHIBIT 5(c)
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FORUM FUNDS
INVESTMENT ADVISORY AGREEMENT
WITH
QUADRA CAPITAL PARTNERS, L.P.
AGREEMENT made the 20th day of December, 1996, between Forum Funds (the
"Trust"), a business trust organized under the laws of the State of Delaware
with its principal place of business at Two Portland Square, Portland, Maine
04101, and Quadra Capital Partners, L.P. (the "Adviser "), a limited partnership
organized under the laws of the State of Delaware with its principal place of
business at 270 Congress Street, Boston, Massachusetts 02210.
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended, (the "Act") as an open-end management investment company and is
authorized to issue its shares in separate series and classes;
WHEREAS, the Trust desires that the Adviser perform investment advisory
services for the investment portfolios of the Trust listed on Schedule A hereto
(the "Funds"), each a separate series of the Trust, and the Adviser is willing
to provide those services on the terms and conditions set forth in this
Agreement;
NOW THEREFORE, the Trust and the Adviser agree as follows:
SECTION 1. APPOINTMENT AND DELIVERY OF DOCUMENTS
(a) The Trust hereby appoints Adviser as investment adviser for the Funds
for the period and on the terms set forth in this Agreement. Adviser accepts
this appointment and agrees to render its services as investment adviser for the
compensation set forth herein.
(b) The Trust has delivered copies of each of the following documents and
will from time to time furnish Adviser with any supplements or amendments to
such documents:
(i) the Trust Instrument of the Trust, as filed with the Secretary of
State of the State of Delaware, as in effect on the date hereof and as amended
from time to time ("Trust Instrument");
(ii) the Bylaws of the Trust as in effect on the date hereof and as
amended from time to time ("Bylaws");
(iii) the Registration Statement under the Act and, if applicable, the
Securities Act of 1933 (the "Securities Act"), as filed with the Securities and
Exchange Commission (the "Commission"), relating to the Fund and its shares and
all amendments thereto ("Registration Statement");
(iv) the prospectus and statement of additional information relating
to the Fund ("Prospectus"); and,
(v) all proxy statements, reports to shareholders, advertising or
other materials prepared for distribution to shareholders of the Fund or the
public, that refer to Adviser or its clients.
The Trust shall furnish Adviser with any further documents, materials or
information that Adviser may reasonably request to enable it to perform its
duties pursuant to this Agreement.
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SECTION 2. DUTIES OF THE ADVISER
(a) The Adviser shall make decisions with respect to all purchases and
sales of securities and other investment assets in the Funds. To carry out such
decisions, the Adviser is hereby authorized, as agent and attorney-in-fact for
the Trust, for the account of, and in the name of the Trust, to place orders and
issue instructions with respect to those transactions of the Funds. In all
purchases, sales and other transactions in securities for the Funds, the Adviser
is authorized to exercise full discretion and act for the Trust in the same
manner and with the same force and effect as the Trust might or could do with
respect to such purchases, sales or other transactions, as well as with respect
to all other things necessary or incidental to the furtherance or conduct of
such purchases, sales or other transactions.
(b) The Adviser will report to the Board at each meeting thereof all
changes in the Funds since the prior report, and will also keep the Board
informed of important developments affecting the Trust, the Funds and the
Adviser, and on its own initiative, will furnish the Board from time to time
with such information as the Adviser may believe appropriate for this purpose,
whether concerning the individual companies whose securities are included in the
Funds' holdings, the industries in which they engage, or the economic, social or
political conditions prevailing in each country in which the Funds maintain
investments. The Adviser will also furnish the Board with such statistical and
analytical information with respect to securities in the Funds as the Adviser
may believe appropriate or as the Board reasonably may request.
(c) In making purchases and sales of securities for the Funds, and
otherwise performing its duties hereunder, the Adviser will comply with the Act
and the rules and regulations thereunder, all other applicable Federal and state
laws and regulations, the policies set from time to time by the Board as well as
the limitations imposed by the Trust's Trust Instrument, Bylaws, Registration
Statement under the Act and the Securities Act, the limitations in the Act and
in the Internal Revenue Code of 1986, as amended, in respect of regulated
investment companies and the investment objectives, policies and restrictions of
the Funds. Without limiting the foregoing, Sub-Adviser agrees that, in placing
orders with broker-dealers for the purchase or sales of portfolio securities, it
shall attempt to obtain quality execution at favorable security prices; provided
that, consistent with section 28(e) of the Securities and Exchange Act, the
exercise of Quadra's fiduciary duties under its Investment Advisory agreement
with the Trust, and any other applicable law, Quadra may allocate brokerage on
behalf of the Trust to broker-dealers who provide research services and may
cause the Fund to pay these broker-dealers a higher amount of commission than
may be charged by other broker-dealers.
(d) The Adviser will from time to time employ or associate with such
persons as the Adviser believes to be particularly fitted to assist in the
execution of the Adviser's duties hereunder, the cost of performance of such
duties to be borne and paid by the Adviser. No obligation may be incurred on
the Trust's behalf in any such respect.
(e) The Adviser shall maintain records relating to Fund transactions and
the placing and allocation of brokerage orders as are required to be maintained
by the Trust under the Act and the rules and regulations thereunder. The
Adviser shall prepare and maintain, or cause to be prepared and maintained, in
such form, for such periods and in such locations as may be required by
applicable law, all documents and records relating to the services provided by
the Adviser pursuant to this Agreement required to be prepared and maintained by
the Trust pursuant to the Act and the rules and regulations thereunder, the
rules and regulations of any national, state, or local government entity with
jurisdiction over the Trust, including the Commission and the Internal Revenue
Service. The books and records pertaining to the Trust which are in possession
of the Adviser shall be the property of the Trust. The Trust, or the Trust's
authorized representatives, shall have access to such books and records at all
times during the Adviser's normal business hours. Upon the reasonable request
of the Trust, copies of any such books and records shall be provided promptly by
the Adviser to the Trust or the Trust's authorized representatives.
(f) The Adviser shall provide the Funds' custodian and fund accountant on
each business day with information relating to all transactions concerning the
Funds' assets.
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(g) The Adviser shall authorize and permit any of its Trustees, officers
and employees who may be elected as Trustees or officers of the Trust to serve
in the capacities in which they are elected.
SECTION 3. EXPENSES
(a) The Adviser shall waive its fee to ensure that the Funds' expense
ratios do not exceed any expense limit described in the prospectus or applicable
to the Funds under the laws or regulations of any state in which shares of the
Funds are qualified for sale (reduced pro rata for any portion of less than a
year).
(b) If the Funds' expense ratio exceeds the expense limits described in
subsection (a) above after the Adviser has waived its fees, the Adviser shall be
responsible for that portion of the net expenses of the Funds that exceed any
expense limit described in the prospectus and the net expenses of the Funds
(except interest, taxes, brokerage, fees and other expenses paid by the Funds in
accordance with an effective plan pursuant to Rule 12b-1 under the Act and
organization expenses, all to the extent such exceptions are permitted by
applicable state law and regulation) incurred by the Funds during each of the
Funds' fiscal years or portion thereof that this Agreement is in effect which,
as to the Funds, in any such year exceeds any expense limits applicable to the
Funds under the laws or regulations of any state in which shares of the Funds
are qualified for sale (reduced pro rata for any portion of less than a year).
(c) The Trust hereby confirms that, subject to the foregoing, the Trust
shall be responsible and shall assume the obligation for payment of all the
Trust's other expenses, including: (i) interest charges, taxes, brokerage fees
and commissions; (ii) certain insurance premiums; (iii) fees, interest charges
and expenses of the Trust's custodian, transfer agent and dividend disbursing
agent; (iv) telecommunications expenses; (v) the fees and expenses of the
Trust's independent auditors and of the outside legal counsel appointed by the
Board; (vi) costs of the Trust's formation and maintaining its existence; (vii)
costs of preparing and printing the Trust's prospectuses, statements of
additional information, account application forms and shareholder reports and
delivering them to existing and prospective shareholders; (viii) costs of
maintaining books of original entry for portfolio and fund accounting and other
required books and accounts and of calculating the net asset value of shares of
the Trust; (ix) costs of reproduction, stationery and supplies; (x) compensation
of the Trust's Trustees, officers, employees and other personnel performing
services for the Trust who are not officers of the Adviser, of Forum Financial
Services, Inc. or of affiliated persons of either; (xi) costs of corporate
meetings; (xii) registration fees and related expenses for registration with the
Commission and the securities regulatory authorities of other countries in which
the Trust's shares are sold; (xiii) state securities law registration fees and
related expenses; (xiv) the fee payable hereunder and fees and out-of-pocket
expenses payable to Forum Financial Services, Inc. under any distribution,
management or similar agreement; (xv) and all other fees and expenses paid by
the Trust pursuant to any distribution or shareholder service plan adopted
pursuant to Rule 12b-1 under the Act or otherwise.
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 5. COMPENSATION
In consideration of the foregoing, the Trust shall pay the Adviser, with
respect to each of the Funds, a fee at an annual rate as listed in Appendix A
hereto. These fees shall be accrued by the Trust daily and shall be payable
monthly in arrears on the first day of each calendar month for services
performed hereunder during the prior calendar month. The Adviser's
reimbursement, if any, of the Funds' expenses as provided in
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Section 4 hereof, shall be estimated and accrued daily and paid to the Trust
monthly in arrears, at the same time as the Trust's payment to the Adviser for
such month.
SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION
(a) With respect to the Funds, this Agreement shall become effective
immediately upon approval by a majority of the Trust's Trustees, including a
majority of the Trustees who are not interested persons of the Trust.
(b) This Agreement shall remain in effect for a period of twenty four
months from the date of its effectiveness and shall continue in effect for
successive twelve-month periods (computed from each anniversary date of
approval) or for such shorter period as may be specified by the Board in giving
its approval as provided below; provided that such continuance is specifically
approved at least annually (i) by the Board or by the vote of a majority of the
outstanding voting securities of the Funds, and, in either case, (ii) by a
majority of the Trust's Trustees who are not parties to this Agreement or
interested persons of any such party (other than as Trustees of the Trust);
provided further, however, that if this Agreement or the continuation of this
Agreement is not approved, the Adviser may continue to render the services
described herein in the manner and to the extent permitted by the Act and the
rules and regulations thereunder. The annual approvals provided for herein
shall be effective to continue this Agreement from year to year (or such shorter
period referred to above) if given within a period beginning not more than sixty
(60) days prior to such anniversary, notwithstanding the fact that more than
three hundred sixty-five (365) days may have elapsed since the date on which
such approval was last given.
(c) This Agreement may be terminated at any time, without the payment of
any penalty, (i) by the Board or by a vote of a majority of the outstanding
voting securities of the Funds on 30 days' written notice to the Adviser or (ii)
by the Adviser on 90 days' written notice to the Trust, with copies to each of
the Trust's Trustees at their respective addresses set forth in the Trust's
Registration Statement or at such other address as such persons may specify to
the Adviser and to legal counsel to the Trust. This agreement shall terminate
automatically and immediately upon assignment.
SECTION 7. ACTIVITIES OF THE ADVISER
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the Adviser's right, or the
right of any of the Adviser's officers, directors, trustees or employees who may
also be a Trustee, officer or employee of the Trust, or persons otherwise
affiliated with the Trust, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to any other
corporation, trust, firm, individual or association.
SECTION 8. SUB-ADVISERS
At its own expense, the Adviser may carry out any of its obligations under
this Agreement by employing, subject to the Adviser's supervision, one or more
persons who are registered as investment advisers pursuant to the Investment
Advisers Act of 1940, as amended, or who are exempt from registration thereunder
("Sub-advisers"). Each Sub-adviser's employment will be evidenced by a separate
written agreement approved by the Board and, if required, by the shareholders of
the applicable Fund.
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SECTION 9. NOTICES
Any notice or other communication required to be given pursuant to this
Agreement shall be in writing or by telex and shall be effective upon receipt.
Notices and communications shall be given, if to the Trust, at:
Forum Funds
Two Portland Square
Portland, ME 04101
Attn: Secretary
and if to the Adviser, at:
Quadra Capital Partners, L.P.
270 Congress Street
Boston, Massachusetts 02210
Attn: Donald A. Levi
SECTION 10. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the interest holders of each Fund shall not
be liable for any obligations of the Trust or of the Funds under this Agreement,
and the Adviser agrees that, in asserting any rights or claims under this
Agreement, it shall look only to the assets and property of the Trust or the
Fund to which the Adviser's rights or claims relate in settlement of such rights
or claims, and not to the Trustees of the Trust or the interest holders of the
Funds.
SECTION 11. "QUADRA" NAME
If the Adviser ceases to act as investment adviser to the Trust or any Fund
whose name includes the word "Quadra," or if the Adviser requests in writing,
the Trust shall take prompt action to change the name of the Trust any such Fund
to a name that does not include the word "Quadra." The Adviser may from time to
time make available without charge to the Trust for the Trust's use any marks or
symbols owned by the adviser, including marks or symbols containing the word
"Quadra" or any variation thereof, as the Adviser deems appropriate. Upon the
Adviser's request in writing, the Trust shall cease to use any such mark or
symbol at any time. The Trust acknowledges that any rights in or to the word
"Quadra" and any such marks or symbols which may exist on the date of this
Agreement or arise hereafter are, and under any and all circumstances shall
continue to be, the sole property of the Adviser. The Adviser may permit other
parties, including other investment companies, to use the word "Quadra" in their
names without the consent of the Trust. The Trust shall not use the word
"Quadra" in conducting any business other than that of an investment company
registered under the Act without the permission of the Adviser.
SECTION 12. MISCELLANEOUS
(a) No provision of this Agreement with respect to any of the Funds may be
amended or modified in any manner except by a written agreement properly
authorized and executed by both parties hereto and, if required by the Act, by a
vote of a majority of the outstanding voting securities of the Funds.
(b) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(c) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of New York.
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(d) The terms "vote of a majority of the outstanding voting securities,"
"interested person," "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
FORUM FUNDS
/s/ John Y. Keffer
------------------------
John Y. Keffer
President
QUADRA CAPITAL PARTNERS, L.P.
/s/ Donald A. Levi
------------------------
Donald A. Levi
Managing Director
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FORUM FUNDS
ADVISORY AGREEMENT WITH QUADRA CAPITAL PARTNERS, L.P.
SCHEDULE A
AS OF DECEMBER 20, 1996
Fee as a % of the
Annual Average Daily Net Assets
Funds of the Trust of the Fund
------------------ -----------
Quadra Value Equity Fund 1.00%
Quadra International Equity Fund 1.25%
Quadra Opportunistic Bond Fund 0.70%
Quadra Restricted Maturity Treasury Fund 0.45%
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<PAGE>
EXHIBIT 5(d)
<PAGE>
QUADRA CAPITAL PARTNERS, L.P.
SUB-ADVISORY AGREEMENT
AGREEMENT made the 18th day of October, 1996, between Quadra Capital
Partners, L.P. ("Quadra"), a limited partnership organized under the laws of
the State of Delaware with its principal place of business at 270 Congress
Street, Boston, Massachusetts 02210, and Anhalt/O'Connell, Inc. (the
"Sub-Adviser "), a Corporation organized under the laws of the State of
California with its principal place of business at 345 Figueroa St., #303,
Los Angeles, California 90071.
WHEREAS, Quadra has entered into an Investment Advisory Agreement dated as
of the 20th day of December, 1996 ("Advisory Agreement") with Forum Funds (the
"Trust"), a business trust organized under the laws of the State of Delaware
with its principal place of business at Two Portland Square, Portland, Maine
04101; and,
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended, (the "Act") as an open-end management investment company and is
authorized to issue its shares in separate series and classes;
WHEREAS, pursuant to the Advisory Agreement, and subject to the direction
and control of the Board of Trustees of the Trust ("Board"), Quadra manages the
investment and reinvestment of the assets of the investment portfolio or
portfolios of the Trust listed on Schedule A hereto (the "Fund" or "Funds"),
each a separate series of the Trust and provides certain management and other
services specified in the Advisory Agreement; and,
WHEREAS, Sub-Adviser is engaged in the business of rendering investment
advice and is registered as an investment adviser under the Investment Advisers
Act of 1940, as amended ("Adviser Act"); and
WHEREAS, Quadra desires to retain Sub-Adviser to perform investment
advisory services for the Fund and Sub-Adviser is willing to provide those
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, Quadra and Sub-Adviser agree as follows:
SECTION 1. APPOINTMENT AND DELIVERY OF DOCUMENTS
(a) Adviser hereby appoints Sub-Adviser as investment sub-adviser for the
Funds for the period and on the terms set forth in this Agreement. Sub-Adviser
accepts this appointment and agrees to render its services as investment sub-
adviser for the compensation set forth herein.
(b) The Adviser has delivered copies of each of the following documents
and will from time to time furnish Sub-Adviser with any supplements or
amendments to such documents:
(i) the Trust Instrument of the Trust, as filed with the Secretary of
State of the State of Delaware, as in effect on the date hereof and as amended
from time to time ("Trust Instrument");
(ii) the Bylaws of the Trust as in effect on the date hereof and as
amended from time to time ("Bylaws");
(iii) the Registration Statement under the Act and, if applicable, the
Securities Act of 1933 (the "Securities Act"), as filed with the Securities and
Exchange Commission (the "Commission"), relating to the Fund and its shares and
all amendments thereto ("Registration Statement");
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<PAGE>
(iv) the prospectus and statement of additional information relating
to the Fund ("Prospectus"); and,
(v) all proxy statements, reports to shareholders, advertising or
other materials prepared for distribution to shareholders of the Fund or the
public, that refer to Sub-Adviser or its clients.
The Adviser shall furnish Sub-Adviser with any further documents, materials
or information that Sub-Adviser may reasonably request to enable it to perform
its duties pursuant to this Agreement.
SECTION 2. DUTIES OF SUB-ADVISER
(a) Subject to the direction, control and supervision of the Board and
Quadra, Sub-Adviser shall direct the investments of the Funds and shall make
decisions with respect to all purchases and sales of securities and other
investment assets in the Funds. To carry out such decisions, Sub-Adviser is
hereby authorized, as agent and attorney-in-fact for the Trust, for the account
of, and in the name of the Trust, to place orders and issue instructions with
respect to those transactions of the Funds. In all purchases, sales and other
transactions in securities for the Funds, Sub-Adviser is authorized to exercise
full discretion and act for the Trust in the same manner and with the same force
and effect as the Trust might or could do with respect to such purchases, sales
or other transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(b) Sub-Adviser will provide to the Board, Quadra, or both, as
appropriate, such information, reports, evaluations, analyses and opinions prior
to or at each meeting of the Board and as the parties may mutually agree upon
from time to time. On its own initiative, Sub-Adviser shall provide the Board,
Quadra, or both, from time to time information that Sub-Adviser believes
appropriate, including, but not limited to, information concerning the
individual companies whose securities are included in the Funds' holdings, the
industries in which they engage, or the economic, social or political conditions
prevailing in each country in which the Funds maintain investments. Sub-Adviser
shall also advise the Board, Quadra, or both, as appropriate, of important
developments affecting the Trust, the Fund and Sub-Adviser.
(c) In making purchases and sales of securities for the Funds, and
otherwise performing its duties hereunder, Sub-Adviser will comply with the Act
and the rules and regulations thereunder, all other applicable Federal and state
laws and regulations, the policies set from time to time by the Board as well as
the limitations imposed by the Trust Instrument, Bylaws, Registration Statement,
prospectus, and the Internal Revenue Code of 1986, as amended, in respect of
regulated investment companies and the investment objectives, policies and
restrictions of the Funds. Without limiting the foregoing, Sub-Adviser agrees
that, in placing orders with broker-dealers for the purchase or sales of
portfolio securities, it shall attempt to obtain quality execution at favorable
security prices; provided that, consistent with section 28(e) of the Securities
and Exchange Act, the exercise of Sub-Adviser fiduciary duties under its
Investment Advisory agreement with the Trust, and any other applicable law, Sub-
Adviser may allocate brokerage on behalf of the Trust to broker-dealers who
provide research services and may cause the Fund to pay these broker-dealers a
higher amount of commission than may be charged by other broker-dealers.
(d) Sub-Adviser shall prepare and maintain, or cause to be prepared and
maintained, in such form, for such periods and in such locations as may be
required by applicable law, all documents and records relating to the services
provided by Sub-Adviser pursuant to this Agreement required to be prepared and
maintained by the Trust pursuant to the Act and the rules and regulations
thereunder, the rules and regulations of any national, state, or local
government entity with jurisdiction over the Trust, including the Commission and
the Internal Revenue Service, including but not limited to, records relating to
Fund transactions and the placing and allocation of brokerage orders.
(e) The books and records pertaining to the Trust that are in possession
of Sub-Adviser shall be the property of the Trust. The Trust, or the Trust's
authorized representatives, shall have access to such books and records at all
times during Sub-Adviser's normal business hours. Upon the reasonable request
of
-2-
<PAGE>
the Trust, copies of any such books and records shall be provided promptly by
Sub-Adviser to the Trust, its officers, or such other persons as are authorized
in writing by the Trust to obtain its books and records.
(f) Sub-Adviser shall provide the Funds' custodian and fund accountant on
each business day with such information relating to all transactions concerning
the Funds' assets as the custodian and fund accountant may reasonably require.
(g) Sub-Adviser may from time to time employ or associate with such
persons as Sub-Adviser believes to be particularly fitted to assist in the
execution of Sub-Adviser's duties hereunder, the cost of performance of such
duties to be borne and paid by Sub-Adviser. No obligation may be incurred on
the Trust's behalf in any such respect.
(h) Sub-Adviser shall authorize and permit any of its trustees, officers
and employees who may be elected as trustees or officers of the Trust to serve
in the capacities in which they are elected.
SECTION 3. EXPENSES
Subject to any expense reimbursement arrangements between Quadra or others
and the Trust, the Trust shall be responsible and shall assume the obligation
for payment of all of the Trust's expenses. Sub-Adviser shall pay for
maintaining its staff and personnel necessary to perform its obligations under
this Agreement and shall, at its own expense, maintain the office space,
facilities, equipment and personnel that are reasonably necessary to carry out
its obligations hereunder.
SECTION 4. STANDARD OF CARE
Sub-Adviser shall use its best judgment and efforts in rendering the
services described in this Agreement. Sub-Adviser shall not be liable to the
Trust or Quadra for any action or inaction of the Sub-Advisor in the absence of
bad faith, willful misconduct or gross negligence or based upon information,
instructions or requests with respect to a Fund made to the Sub-Advisor by a
duly authorized officer of the Trust or Quadra. Sub-Adviser shall not be
responsible or liable for any failure or delay in performance of its obligations
under this Agreement caused by circumstances beyond its reasonable control.
SECTION 5. COMPENSATION
In consideration of the foregoing, Quadra shall pay Sub-Adviser, with
respect to the Fund, a fee at an annual rate as listed in Schedule A to this
Agreement. These fees shall be accrued daily and payable monthly in arrears on
the ______ day of each calendar month for services performed hereunder during
the prior calendar month.
SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION
(a) With respect to the Fund, this Agreement shall become effective upon
the date first written above; provided that it shall not take effect until
approved by (i) a majority of the Trust's Trustees, including a majority of the
Trustees who are not interested persons of the Trust, and (ii) to the extent
required under section 15(a) of the Act, a majority of the outstanding voting
securities of each Fund to which this Agreement pertains, voting separately by
class.
(b) This Agreement shall remain in effect for a period of twenty four
months from the date of its effectiveness and shall continue in effect for
successive twelve-month periods (computed from each anniversary date of
approval) or for such shorter period as may be specified by the Board in giving
its approval as provided below; provided that such continuance is specifically
approved at least annually (i) by the Board or by the vote of a majority of the
outstanding voting securities of the Fund, and, in either case, (ii) by a
majority of the Trust's Trustees who are not parties to this Agreement or
interested persons of any such party (other than as Trustees of the Trust);
provided further, however, that if this Agreement or the
-3-
<PAGE>
continuation of this Agreement is not approved, Sub-Adviser may continue to
render the services described herein in the manner and to the extent permitted
by the Act and the rules and regulations thereunder. The annual approvals
provided for herein shall be effective to continue this Agreement from year to
year (or such shorter period referred to above) if given within a period
beginning not more than sixty (60) days prior to such anniversary,
notwithstanding the fact that more than three hundred sixty-five (365) days may
have elapsed since the date on which such approval was last given.
(c) This Agreement may be terminated at any time, without the payment of
any penalty, (i) by Quadra, upon approval of the Board, by the Board, or by a
vote of a majority of the outstanding voting securities of the Fund on 30 days'
written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 days' written notice
to the Trust, with copies to each of the Trust's Trustees at their respective
addresses set forth in the Trust's Registration Statement or at such other
address as such persons may specify to Sub-Adviser and to legal counsel to the
Trust. This agreement shall terminate automatically and immediately upon
assignment.
SECTION 7. ACTIVITIES OF THE ADVISER
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict Sub-Adviser's right, or the
right of any of Sub-Adviser's officers, directors or employees who may also be a
Trustee, officer or employee of the Trust, or persons otherwise affiliated with
the Trust to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
trust, firm, individual or association.
SECTION 8. REPRESENTATIONS OF SUB-ADVISER
The Sub-Adviser represents, warrants and agrees as follows:
(a) The Sub-Adviser (i) is registered as an investment adviser under the
Investment Advisers Act of 1940 ("Advisers Act") and will continue to be so
registered for so long as this Agreement remains in effect; (ii) is not
prohibited by the Act or the Advisers Act from performing the services
contemplated by this agreement; (iii) has met, and will seek to continue to
meet for so long as this Agreement remains in effect, any other applicable
federal or state requirements, or the applicable requirements of any regulatory
or industry self-regulatory agency, necessary to be met in order to perform the
services contemplated by this Agreement; (iv) has the authority to enter into
and perform the services contemplated by this Agreement; and (v) will promptly
notify the Advisers of the occurrence of any event that would disqualify the
Sub-Adviser from serving as an investment adviser of an investment company
pursuant to Section 9(a) of the Act or otherwise.
(b) The Sub-Adviser will adopt within 45 days a written code of ethics
complying with the requirements of Rule 17j-l under the Act and will provide
the Adviser and the Board with a copy of such code of ethics, together with
evidence of its adoption. Within fifteen days of the end of the last calendar
quarter of each year that this agreement is in effect, the president or a
vice-president of the Sub-Adviser has complied with the requirements of Rule
17j-l during the previous year and that there has been no violation of the
Sub-Adviser's code of ethics or, if such a violation had occurred, that
appropriate action was taken in response to such violation. Upon the written
request of the Adviser, the Sub-Adviser shall permit the Adviser, its employees
or its agents of the appropriate regulatory authority to examine the reports
required to be made to the Sub-Adviser by Rule 17j-l (c) (l) and all other
records relevant to the Sub-Adviser's code of ethics.
(c) The Sub-Adviser has provided the Adviser with a copy of its Form ADV
as most recently filed with the Securities and Exchange Commission ("SEC") and
promptly will furnish a copy of all amendments to the Adviser at least annually.
(d) The Sub-Adviser will notify the Adviser of any change of control of
the Sub-Adviser, including any change of its general partners of 25%
shareholders, as applicable, and any changes in the key personnel who are
either the portfolio manager(s) of the Fund or senior management of the
Sub-Adviser, in each case prior to or promptly after such change.
SECTION 9. NOTICES
Any notice or other communication required to be given pursuant to this
Agreement shall be in writing or by telex and shall be effective upon receipt.
Notices and communications shall be given, if to Quadra, at:
Quadra Capital Partners, L.P.
270 Congress Street
Boston, Massachusetts 02210
Attention: Donald A. Levi
and if to Sub-Adviser, at:
Anhalt/O'Connell, Inc.
345 Figueroa St., #303
Los Angeles, California 90071
Attention: Michael F. O'Connell
SECTION 10. MISCELLANEOUS
(a) No provisions of this Agreement with respect to the Fund may be
amended or modified in any manner except by a written agreement properly
authorized and executed by both parties hereto and, if required by the Act, by a
vote of a majority of the outstanding voting securities of the Fund.
(b) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(c) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of New York.
(d) The terms "vote of a majority of the outstanding voting securities,"
"interested person," "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the Act.
-4-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
QUADRA CAPITAL PARTNERS, L.P.
/s/ Donald A. Levi
------------------------
Donald A. Levi
Managing Director
LM Capital Management, Inc.
/s/ Michael F. O'Connell
------------------------
Michael F. O'Connell
Managing Director
-5-
<PAGE>
QUADRA CAPITAL PARTNERS, L.P.
SUB-ADVISORY AGREEMENT
SCHEDULE A
Fee as a % of
the Annual Average Daily
Fund of the Trust Net Assets of the Fund ("ADNA")
- ------------------------------ -------------------------------
Limited Maturity Treasury Fund 0.22%
-6-
<PAGE>
EXHIBIT 5(e)
<PAGE>
QUADRA CAPITAL PARTNERS, L.P.
SUB-ADVISORY AGREEMENT
AGREEMENT made the 18th day of October, 1996, between Quadra Capital
Partners, L.P. ("Quadra"), a limited partnership organized under the laws of
the State of Delaware with its principal place of business at 270 Congress
St., Boston, Massachusetts 02210, and Carl Domino Associates, L.P. (the
"Sub-Adviser "), a limited partnership organized under the laws of the State
of Delaware with its principal place of business at 580 Village Blvd., Suite
225, West Palm Beach, Florida 33409.
WHEREAS, Quadra has entered into an Investment Advisory Agreement dated as
of the 20th day of December, 1996 ("Advisory Agreement") with Forum Funds (the
"Trust"), a business trust organized under the laws of the State of Delaware
with its principal place of business at Two Portland Square, Portland, Maine
04101; and,
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended, (the "Act") as an open-end management investment company and is
authorized to issue its shares in separate series and classes;
WHEREAS, pursuant to the Advisory Agreement, and subject to the direction
and control of the Board of Trustees of the Trust ("Board"), Quadra manages the
investment and reinvestment of the assets of the investment portfolio or
portfolios of the Trust listed on Schedule A hereto (the "Fund" or "Funds"),
each a separate series of the Trust and provides certain management and other
services specified in the Advisory Agreement; and,
WHEREAS, Sub-Adviser is engaged in the business of rendering investment
advice and is registered as an investment adviser under the Investment Advisers
Act of 1940, as amended ("Adviser Act"); and
WHEREAS, Quadra desires to retain Sub-Adviser to perform investment
advisory services for the Fund and Sub-Adviser is willing to provide those
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, Quadra and Sub-Adviser agree as follows:
SECTION 1. APPOINTMENT AND DELIVERY OF DOCUMENTS
(a) Adviser hereby appoints Sub-Adviser as investment sub-adviser for the
Funds for the period and on the terms set forth in this Agreement. Sub-Adviser
accepts this appointment and agrees to render its services as investment sub-
adviser for the compensation set forth herein.
(b) The Adviser has delivered copies of each of the following documents
and will from time to time furnish Sub-Adviser with any supplements or
amendments to such documents:
(i) the Trust Instrument of the Trust, as filed with the Secretary of
State of the State of Delaware, as in effect on the date hereof and as amended
from time to time ("Trust Instrument");
(ii) the Bylaws of the Trust as in effect on the date hereof and as
amended from time to time ("Bylaws");
(iii) the Registration Statement under the Act and, if applicable, the
Securities Act of 1933 (the "Securities Act"), as filed with the Securities and
Exchange Commission (the "Commission"), relating to the Fund and its shares and
all amendments thereto ("Registration Statement");
-1-
<PAGE>
(iv) the prospectus and statement of additional information relating
to the Fund ("Prospectus"); and,
(v) all proxy statements, reports to shareholders, advertising or
other materials prepared for distribution to shareholders of the Fund or the
public, that refer to Sub-Adviser or its clients.
The Adviser shall furnish Sub-Adviser with any further documents, materials
or information that Sub-Adviser may reasonably request to enable it to perform
its duties pursuant to this Agreement.
SECTION 2. DUTIES OF SUB-ADVISER
(a) Subject to the direction, control and supervision of the Board and
Quadra, Sub-Adviser shall direct the investments of the Funds and shall make
decisions with respect to all purchases and sales of securities and other
investment assets in the Funds. To carry out such decisions, Sub-Adviser is
hereby authorized, as agent and attorney-in-fact for the Trust, for the account
of, and in the name of the Trust, to place orders and issue instructions with
respect to those transactions of the Funds. In all purchases, sales and other
transactions in securities for the Funds, Sub-Adviser is authorized to exercise
full discretion and act for the Trust in the same manner and with the same force
and effect as the Trust might or could do with respect to such purchases, sales
or other transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(b) Sub-Adviser will provide to the Board, Quadra, or both, as
appropriate, such information, reports, evaluations, analyses and opinions prior
to or at each meeting of the Board and as the parties may mutually agree upon
from time to time. On its own initiative, Sub-Adviser shall provide the Board,
Quadra, or both, from time to time information that Sub-Adviser believes
appropriate, including, but not limited to, information concerning the
individual companies whose securities are included in the Funds' holdings, the
industries in which they engage, or the economic, social or political conditions
prevailing in each country in which the Funds maintain investments. Sub-Adviser
shall also advise the Board, Quadra, or both, as appropriate, of important
developments affecting the Trust, the Fund and Sub-Adviser.
(c) In making purchases and sales of securities for the Funds, and
otherwise performing its duties hereunder, Sub-Adviser will comply with the Act
and the rules and regulations thereunder, all other applicable Federal and state
laws and regulations, the policies set from time to time by the Board as well as
the limitations imposed by the Trust Instrument, Bylaws, Registration Statement,
prospectus, and the Internal Revenue Code of 1986, as amended, in respect of
regulated investment companies and the investment objectives, policies and
restrictions of the Funds. Without limiting the foregoing, Sub-Adviser agrees
that, in placing orders with broker-dealers for the purchase or sales of
portfolio securities, it shall attempt to obtain quality execution at favorable
security prices; provided that, consistent with section 28(e) of the Securities
and Exchange Act, the exercise of Sub-Adviser fiduciary duties under its
Investment Advisory agreement with the Trust, and any other applicable law, Sub-
Adviser may allocate brokerage on behalf of the Trust to broker-dealers who
provide research services and may cause the Fund to pay these broker-dealers a
higher amount of commission than may be charged by other broker-dealers.
(d) Sub-Adviser shall prepare and maintain, or cause to be prepared and
maintained, in such form, for such periods and in such locations as may be
required by applicable law, all documents and records relating to the services
provided by Sub-Adviser pursuant to this Agreement required to be prepared and
maintained by the Trust pursuant to the Act and the rules and regulations
thereunder, the rules and regulations of any national, state, or local
government entity with jurisdiction over the Trust, including the Commission and
the Internal Revenue Service, including but not limited to, records relating to
Fund transactions and the placing and allocation of brokerage orders.
(e) The books and records pertaining to the Trust that are in possession
of Sub-Adviser shall be the property of the Trust. The Trust, or the Trust's
authorized representatives, shall have access to such books and records at all
times during Sub-Adviser's normal business hours. Upon the reasonable request
of
-2-
<PAGE>
the Trust, copies of any such books and records shall be provided promptly by
Sub-Adviser to the Trust, its officers, or such other persons as are authorized
in writing by the Trust to obtain its books and records.
(f) Sub-Adviser shall provide the Funds' custodian and fund accountant on
each business day with such information relating to all transactions concerning
the Funds' assets as the custodian and fund accountant may reasonably require.
(g) Sub-Adviser may from time to time employ or associate with such
persons as Sub-Adviser believes to be particularly fitted to assist in the
execution of Sub-Adviser's duties hereunder, the cost of performance of such
duties to be borne and paid by Sub-Adviser. No obligation may be incurred on
the Trust's behalf in any such respect.
(h) Sub-Adviser shall authorize and permit any of its trustees, officers
and employees who may be elected as trustees or officers of the Trust to serve
in the capacities in which they are elected.
SECTION 3. EXPENSES
Subject to any expense reimbursement arrangements between Quadra or others
and the Trust, the Trust shall be responsible and shall assume the obligation
for payment of all of the Trust's expenses. Sub-Adviser shall pay for
maintaining its staff and personnel necessary to perform its obligations under
this Agreement and shall, at its own expense, maintain the office space,
facilities, equipment and personnel that are reasonably necessary to carry out
its obligations hereunder.
SECTION 4. STANDARD OF CARE
Sub-Adviser shall use its best judgment and efforts in rendering the
services described in this Agreement. Sub-Adviser shall not be liable to the
Trust or Quadra for any action or inaction of the Sub-Advisor in the absence of
bad faith, willful misconduct or gross negligence or based upon information,
instructions or requests with respect to a Fund made to the Sub-Advisor by a
duly authorized officer of the Trust or Quadra. Sub-Adviser shall not be
responsible or liable for any failure or delay in performance of its obligations
under this Agreement caused by circumstances beyond its reasonable control.
SECTION 5. COMPENSATION
In consideration of the foregoing, Quadra shall pay Sub-Adviser, with
respect to the Fund, a fee at an annual rate as listed in Schedule A to this
Agreement. These fees shall be accrued daily and payable monthly in arrears on
the twenty-fifth (25th) day of each calendar month for services performed
hereunder during the prior calendar month.
SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION
(a) With respect to the Fund, this Agreement shall become effective upon
the date first written above; provided that it shall not take effect until
approved by (i) a majority of the Trust's Trustees, including a majority of the
Trustees who are not interested persons of the Trust, and (ii) to the extent
required under section 15(a) of the Act, a majority of the outstanding voting
securities of each Fund to which this Agreement pertains, voting separately by
class.
(b) This Agreement shall remain in effect for a period of twenty four
months from the date of its effectiveness and shall continue in effect for
successive twelve-month periods (computed from each anniversary date of
approval) or for such shorter period as may be specified by the Board in giving
its approval as provided below; provided that such continuance is specifically
approved at least annually (i) by the Board or by the vote of a majority of the
outstanding voting securities of the Fund, and, in either case, (ii) by a
majority of the Trust's Trustees who are not parties to this Agreement or
interested persons of any such party (other than as Trustees of the Trust);
provided further, however, that if this Agreement or the
-3-
<PAGE>
continuation of this Agreement is not approved, Sub-Adviser may continue to
render the services described herein in the manner and to the extent permitted
by the Act and the rules and regulations thereunder. The annual approvals
provided for herein shall be effective to continue this Agreement from year to
year (or such shorter period referred to above) if given within a period
beginning not more than sixty (60) days prior to such anniversary,
notwithstanding the fact that more than three hundred sixty-five (365) days may
have elapsed since the date on which such approval was last given.
(c) This Agreement may be terminated at any time, without the payment of
any penalty, (i) by Quadra, upon approval of the Board, by the Board, or by a
vote of a majority of the outstanding voting securities of the Fund on 30 days'
written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 days' written notice
to the Trust, with copies to each of the Trust's Trustees at their respective
addresses set forth in the Trust's Registration Statement or at such other
address as such persons may specify to Sub-Adviser and to legal counsel to the
Trust. This agreement shall terminate automatically and immediately upon
assignment.
SECTION 7. ACTIVITIES OF THE ADVISER
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict Sub-Adviser's right, or the
right of any of Sub-Adviser's officers, directors or employees who may also be a
Trustee, officer or employee of the Trust, or persons otherwise affiliated with
the Trust to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
trust, firm, individual or association.
SECTION 8. REPRESENTATIONS OF SUB-ADVISER
The Sub-Adviser represents, warrants and agrees as follows:
(a) The Sub-Adviser (i) is registered as an investment adviser under the
Investment Advisers Act of 1940 ("Advisers Act") and will continue to be so
registered for so long as this Agreement remains in effect; (ii) is not
prohibited by the Act or the Advisers Act from performing the services
contemplated by this agreement; (iii) has met, and will seek to continue to
meet for so long as this Agreement remains in effect, any other applicable
federal or state requirements, or the applicable requirements of any regulatory
or industry self-regulatory agency, necessary to be met in order to perform the
services contemplated by this Agreement; (iv) has the authority to enter into
and perform the services contemplated by this Agreement; and (v) will promptly
notify the Advisers of the occurrence of any event that would disqualify the
Sub-Adviser from serving as an investment adviser of an investment company
pursuant to Section 9(a) of the Act or otherwise.
(b) The Sub-Adviser will adopt within 45 days a written code of ethics
complying with the requirements of Rule 17j-l under the Act and will provide
the Adviser and the Board with a copy of such code of ethics, together with
evidence of its adoption. Within fifteen days of the end of the last calendar
quarter of each year that this agreement is in effect, the president or a
vice-president of the Sub-Adviser has complied with the requirements of Rule
17j-l during the previous year and that there has been no violation of the
Sub-Adviser's code of ethics or, if such a violation had occurred, that
appropriate action was taken in response to such violation. Upon the written
request of the Adviser, the Sub-Adviser shall permit the Adviser, its employees
or its agents of the appropriate regulatory authority to examine the reports
required to be made to the Sub-Adviser by Rule 17j-l (c) (l) and all other
records relevant to the Sub-Adviser's code of ethics.
(c) The Sub-Adviser has provided the Adviser with a copy of its Form ADV
as most recently filed with the Securities and Exchange Commission ("SEC") and
promptly will furnish a copy of all amendments to the Adviser at least annually.
(d) The Sub-Adviser will notify the Adviser of any change of control of
the Sub-Adviser, including any change of its general partners of 25%
shareholders, as applicable, and any changes in the key personnel who are
either the portfolio manager(s) of the Fund or senior management of the
Sub-Adviser, in each case prior to or promptly after such change.
SECTION 9. NOTICES
Any notice or other communication required to be given pursuant to this
Agreement shall be in writing or by telex and shall be effective upon receipt.
Notices and communications shall be given, if to Quadra, at:
Quadra Capital Partners, L.P.
270 Congress Street
Boston, Massachusetts 02210
Attention: Donald A. Levi
and if to Sub-Adviser, at:
Carl Domino Associates, L.P.
580 Village Blvd., Suite 225
West Palm Beach, Florida 33409
Attention: Carl Domino
SECTION 10. MISCELLANEOUS
(a) No provisions of this Agreement with respect to the Fund may be
amended or modified in any manner except by a written agreement properly
authorized and executed by both parties hereto and, if required by the Act, by a
vote of a majority of the outstanding voting securities of the Fund.
(b) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(c) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of New York.
(d) The terms "vote of a majority of the outstanding voting securities,"
"interested person," "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the Act.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
QUADRA CAPITAL PARTNERS, L.P.
/s/ Donald A. Levi
------------------------
Donald A. Levi
Managing Director
CARL DOMINO ASSOCIATES, L.P.
/s/ Carl J. Domino
------------------------
Carl J. Domino
Managing Director
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<PAGE>
QUADRA CAPITAL PARTNERS, L.P.
SUB-ADVISORY AGREEMENT
SCHEDULE A
Fee as a % of
the Annual Average Daily
Fund of the Trust Net Assets of the Fund ("ADNA")
- ----------------- -------------------------------
Value Equity Fund 0.31%
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<PAGE>
EXHIBIT 5(f)
<PAGE>
QUADRA CAPITAL PARTNERS, L.P.
SUB-ADVISORY AGREEMENT
AGREEMENT made the 18th day of October, 1996, between Quadra Capital
Partners, L.P. ("Quadra"), a limited partnership organized under the laws of
the State of Delaware with its principal place of business at 270 Congress
Street, Boston, Massachusetts 02210, and McDonald Investment Management, Inc.
(the "Sub-Adviser "), a corporation organized under the laws of the
Province of Ontario, Canada, with its principal place of business at
40 King Street West, Suite 3910, Toronto, Ontario, Canada M5H 3Y2.
WHEREAS, Quadra has entered into an Investment Advisory Agreement dated as
of the 20th day of December, 1996 ("Advisory Agreement") with Forum Funds (the
"Trust"), a business trust organized under the laws of the State of Delaware
with its principal place of business at Two Portland Square, Portland, Maine
04101; and,
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended, (the "Act") as an open-end management investment company and is
authorized to issue its shares in separate series and classes;
WHEREAS, pursuant to the Advisory Agreement, and subject to the direction
and control of the Board of Trustees of the Trust ("Board"), Quadra manages the
investment and reinvestment of the assets of the investment portfolio or
portfolios of the Trust listed on Schedule A hereto (the "Fund" or "Funds"),
each a separate series of the Trust and provides certain management and other
services specified in the Advisory Agreement; and,
WHEREAS, Sub-Adviser is engaged in the business of rendering investment
advice and is registered as an investment adviser under the Investment Advisers
Act of 1940, as amended ("Adviser Act"); and
WHEREAS, Quadra desires to retain Sub-Adviser to perform investment
advisory services for the Fund and Sub-Adviser is willing to provide those
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, Quadra and Sub-Adviser agree as follows:
SECTION 1. APPOINTMENT AND DELIVERY OF DOCUMENTS
(a) Adviser hereby appoints Sub-Adviser as investment sub-adviser for the
Funds for the period and on the terms set forth in this Agreement. Sub-Adviser
accepts this appointment and agrees to render its services as investment sub-
adviser for the compensation set forth herein.
(b) The Adviser has delivered copies of each of the following documents
and will from time to time furnish Sub-Adviser with any supplements or
amendments to such documents:
(i) the Trust Instrument of the Trust, as filed with the Secretary of
State of the State of Delaware, as in effect on the date hereof and as amended
from time to time ("Trust Instrument");
(ii) the Bylaws of the Trust as in effect on the date hereof and as
amended from time to time ("Bylaws");
(iii) the Registration Statement under the Act and, if applicable, the
Securities Act of 1933 (the "Securities Act"), as filed with the Securities and
Exchange Commission (the "Commission"), relating to the Fund and its shares and
all amendments thereto ("Registration Statement");
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<PAGE>
(iv) the prospectus and statement of additional information relating
to the Fund ("Prospectus"); and,
(v) all proxy statements, reports to shareholders, advertising or
other materials prepared for distribution to shareholders of the Fund or the
public, that refer to Sub-Adviser or its clients.
The Adviser shall furnish Sub-Adviser with any further documents, materials
or information that Sub-Adviser may reasonably request to enable it to perform
its duties pursuant to this Agreement.
SECTION 2. DUTIES OF SUB-ADVISER
(a) Subject to the direction, control and supervision of the Board and
Quadra, Sub-Adviser shall direct the investments of the Funds and shall make
decisions with respect to all purchases and sales of securities and other
investment assets in the Funds. To carry out such decisions, Sub-Adviser is
hereby authorized, as agent and attorney-in-fact for the Trust, for the account
of, and in the name of the Trust, to place orders and issue instructions with
respect to those transactions of the Funds. In all purchases, sales and other
transactions in securities for the Funds, Sub-Adviser is authorized to exercise
full discretion and act for the Trust in the same manner and with the same force
and effect as the Trust might or could do with respect to such purchases, sales
or other transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(b) Sub-Adviser will provide to the Board, Quadra, or both, as
appropriate, such information, reports, evaluations, analyses and opinions prior
to or at each meeting of the Board and as the parties may mutually agree upon
from time to time. On its own initiative, Sub-Adviser shall provide the Board,
Quadra, or both, from time to time information that Sub-Adviser believes
appropriate, including, but not limited to, information concerning the
individual companies whose securities are included in the Funds' holdings, the
industries in which they engage, or the economic, social or political conditions
prevailing in each country in which the Funds maintain investments. Sub-Adviser
shall also advise the Board, Quadra, or both, as appropriate, of important
developments affecting the Trust, the Fund and Sub-Adviser.
(c) In making purchases and sales of securities for the Funds, and
otherwise performing its duties hereunder, Sub-Adviser will comply with the Act
and the rules and regulations thereunder, all other applicable Federal and state
laws and regulations, the policies set from time to time by the Board as well as
the limitations imposed by the Trust Instrument, Bylaws, Registration Statement,
prospectus, and the Internal Revenue Code of 1986, as amended, in respect of
regulated investment companies and the investment objectives, policies and
restrictions of the Funds. Without limiting the foregoing, Sub-Adviser agrees
that, in placing orders with broker-dealers for the purchase or sales of
portfolio securities, it shall attempt to obtain quality execution at favorable
security prices; provided that, consistent with section 28(e) of the Securities
and Exchange Act, the exercise of Sub-Adviser fiduciary duties under its
Investment Advisory agreement with the Trust, and any other applicable law, Sub-
Adviser may allocate brokerage on behalf of the Trust to broker-dealers who
provide research services and may cause the Fund to pay these broker-dealers a
higher amount of commission than may be charged by other broker-dealers.
(d) Sub-Adviser shall prepare and maintain, or cause to be prepared and
maintained, in such form, for such periods and in such locations as may be
required by applicable law, all documents and records relating to the services
provided by Sub-Adviser pursuant to this Agreement required to be prepared and
maintained by the Trust pursuant to the Act and the rules and regulations
thereunder, the rules and regulations of any national, state, or local
government entity with jurisdiction over the Trust, including the Commission and
the Internal Revenue Service, including but not limited to, records relating to
Fund transactions and the placing and allocation of brokerage orders.
(e) The books and records pertaining to the Trust that are in possession
of Sub-Adviser shall be the property of the Trust. The Trust, or the Trust's
authorized representatives, shall have access to such books and records at all
times during Sub-Adviser's normal business hours. Upon the reasonable request
of
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<PAGE>
the Trust, copies of any such books and records shall be provided promptly by
Sub-Adviser to the Trust, its officers, or such other persons as are authorized
in writing by the Trust to obtain its books and records.
(f) Sub-Adviser shall provide the Funds' custodian and fund accountant on
each business day with such information relating to all transactions concerning
the Funds' assets as the custodian and fund accountant may reasonably require.
(g) Sub-Adviser may from time to time employ or associate with such
persons as Sub-Adviser believes to be particularly fitted to assist in the
execution of Sub-Adviser's duties hereunder, the cost of performance of such
duties to be borne and paid by Sub-Adviser. No obligation may be incurred on
the Trust's behalf in any such respect.
(h) Sub-Adviser shall authorize and permit any of its trustees, officers
and employees who may be elected as trustees or officers of the Trust to serve
in the capacities in which they are elected.
SECTION 3. EXPENSES
Subject to any expense reimbursement arrangements between Quadra or others
and the Trust, the Trust shall be responsible and shall assume the obligation
for payment of all of the Trust's expenses. Sub-Adviser shall pay for
maintaining its staff and personnel necessary to perform its obligations under
this Agreement and shall, at its own expense, maintain the office space,
facilities, equipment and personnel that are reasonably necessary to carry out
its obligations hereunder.
SECTION 4. STANDARD OF CARE
Sub-Adviser shall use its best judgment and efforts in rendering the
services described in this Agreement. Sub-Adviser shall not be liable to the
Trust or Quadra for any action or inaction of the Sub-Advisor in the absence of
bad faith, willful misconduct or gross negligence or based upon information,
instructions or requests with respect to a Fund made to the Sub-Advisor by a
duly authorized officer of the Trust or Quadra. Sub-Adviser shall not be
responsible or liable for any failure or delay in performance of its obligations
under this Agreement caused by circumstances beyond its reasonable control.
SECTION 5. COMPENSATION
In consideration of the foregoing, Quadra shall pay Sub-Adviser, with
respect to the Fund, a fee at an annual rate as listed in Schedule A to this
Agreement. These fees shall be accrued daily and payable monthly in arrears on
the twenty-fifth (25th) day of each calendar month for services performed
hereunder during the prior calendar month.
SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION
(a) With respect to the Fund, this Agreement shall become effective upon
the date first written above; provided that it shall not take effect until
approved by (i) a majority of the Trust's Trustees, including a majority of the
Trustees who are not interested persons of the Trust, and (ii) to the extent
required under section 15(a) of the Act, a majority of the outstanding voting
securities of each Fund to which this Agreement pertains, voting separately by
class.
(b) This Agreement shall remain in effect for a period of twenty four
months from the date of its effectiveness and shall continue in effect for
successive twelve-month periods (computed from each anniversary date of
approval) or for such shorter period as may be specified by the Board in giving
its approval as provided below; provided that such continuance is specifically
approved at least annually (i) by the Board or by the vote of a majority of the
outstanding voting securities of the Fund, and, in either case, (ii) by a
majority of the Trust's Trustees who are not parties to this Agreement or
interested persons of any such party (other than as Trustees of the Trust);
provided further, however, that if this Agreement or the
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<PAGE>
continuation of this Agreement is not approved, Sub-Adviser may continue to
render the services described herein in the manner and to the extent permitted
by the Act and the rules and regulations thereunder. The annual approvals
provided for herein shall be effective to continue this Agreement from year to
year (or such shorter period referred to above) if given within a period
beginning not more than sixty (60) days prior to such anniversary,
notwithstanding the fact that more than three hundred sixty-five (365) days may
have elapsed since the date on which such approval was last given.
(c) This Agreement may be terminated at any time, without the payment of
any penalty, (i) by Quadra, upon approval of the Board, by the Board, or by a
vote of a majority of the outstanding voting securities of the Fund on 30 days'
written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 days' written notice
to the Trust, with copies to each of the Trust's Trustees at their respective
addresses set forth in the Trust's Registration Statement or at such other
address as such persons may specify to Sub-Adviser and to legal counsel to the
Trust. This agreement shall terminate automatically and immediately upon
assignment.
SECTION 7. ACTIVITIES OF THE ADVISER
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict Sub-Adviser's right, or the
right of any of Sub-Adviser's officers, directors or employees who may also be a
Trustee, officer or employee of the Trust, or persons otherwise affiliated with
the Trust to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
trust, firm, individual or association.
SECTION 8. NOTICES
Any notice or other communication required to be given pursuant to this
Agreement shall be in writing or by telex and shall be effective upon receipt.
Notices and communications shall be given, if to Quadra, at:
Quadra Capital Partners, L.P.
270 Congress Street
Boston, Massachusetts 02210
Attention: Donald A. Levi
and if to Sub-Adviser, at:
McDonald Investment Management, Inc.
40 King Street West, Suite 3910
Toronto, Ontario
Canada M5H 3Y2
Attention: John McDonald
SECTION 9. MISCELLANEOUS
(a) No provisions of this Agreement with respect to the Fund may be
amended or modified in any manner except by a written agreement properly
authorized and executed by both parties hereto and, if required by the Act, by a
vote of a majority of the outstanding voting securities of the Fund.
(b) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(c) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of New York.
(d) The terms "vote of a majority of the outstanding voting securities,"
"interested person," "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the Act.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
QUADRA CAPITAL PARTNERS, L.P.
/s/ Donald A. Levi
------------------------
Donald A. Levi
Managing Director
McDONALD INVESTMENT MANAGEMENT, INC.
/s/ Ray DiBernardo
------------------------
Ray DiBernardo
Vice President
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<PAGE>
QUADRA CAPITAL PARTNERS, L.P.
SUB-ADVISORY AGREEMENT
SCHEDULE A
Fee as a % of
the Annual Average Daily
Fund of the Trust Net Assets of the Fund ("ADNA")
- ----------------- -------------------------------
Quadra International
Equity Fund 0.375%
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<PAGE>
EXHIBIT 5(g)
<PAGE>
QUADRA CAPITAL PARTNERS, L.P.
SUB-ADVISORY AGREEMENT
AGREEMENT made the 18th day of October, 1996, between Quadra Capital
Partners, L.P. ("Quadra"), a limited partnership organized under the laws of
the State of Delaware with its principal place of business at 270 Congress
St., Boston, Massachusetts 02210, and LM Capital Management, Inc. (the
"Sub-Adviser "), a corporation organized under the laws of the State of
California with its principal place of business at 5560 La Jolla Blvd., Suite
E, La Jolla, California 92037.
WHEREAS, Quadra has entered into an Investment Advisory Agreement dated as
of the 20th day of December, 1996 ("Advisory Agreement") with Forum Funds (the
"Trust"), a business trust organized under the laws of the State of Delaware
with its principal place of business at Two Portland Square, Portland, Maine
04101; and,
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended, (the "Act") as an open-end management investment company and is
authorized to issue its shares in separate series and classes;
WHEREAS, pursuant to the Advisory Agreement, and subject to the direction
and control of the Board of Trustees of the Trust ("Board"), Quadra manages the
investment and reinvestment of the assets of the investment portfolio or
portfolios of the Trust listed on Schedule A hereto (the "Fund" or "Funds"),
each a separate series of the Trust and provides certain management and other
services specified in the Advisory Agreement; and,
WHEREAS, Sub-Adviser is engaged in the business of rendering investment
advice and is registered as an investment adviser under the Investment Advisers
Act of 1940, as amended ("Adviser Act"); and
WHEREAS, Quadra desires to retain Sub-Adviser to perform investment
advisory services for the Fund and Sub-Adviser is willing to provide those
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, Quadra and Sub-Adviser agree as follows:
SECTION 1. APPOINTMENT AND DELIVERY OF DOCUMENTS
(a) Adviser hereby appoints Sub-Adviser as investment sub-adviser for the
Funds for the period and on the terms set forth in this Agreement. Sub-Adviser
accepts this appointment and agrees to render its services as investment sub-
adviser for the compensation set forth herein.
(b) The Adviser has delivered copies of each of the following documents
and will from time to time furnish Sub-Adviser with any supplements or
amendments to such documents:
(i) the Trust Instrument of the Trust, as filed with the Secretary of
State of the State of Delaware, as in effect on the date hereof and as amended
from time to time ("Trust Instrument");
(ii) the Bylaws of the Trust as in effect on the date hereof and as
amended from time to time ("Bylaws");
(iii) the Registration Statement under the Act and, if applicable, the
Securities Act of 1933 (the "Securities Act"), as filed with the Securities and
Exchange Commission (the "Commission"), relating to the Fund and its shares and
all amendments thereto ("Registration Statement");
-1-
<PAGE>
(iv) the prospectus and statement of additional information relating
to the Fund ("Prospectus"); and,
(v) all proxy statements, reports to shareholders, advertising or
other materials prepared for distribution to shareholders of the Fund or the
public, that refer to Sub-Adviser or its clients.
The Adviser shall furnish Sub-Adviser with any further documents, materials
or information that Sub-Adviser may reasonably request to enable it to perform
its duties pursuant to this Agreement.
SECTION 2. DUTIES OF SUB-ADVISER
(a) Subject to the direction, control and supervision of the Board and
Quadra, Sub-Adviser shall direct the investments of the Funds and shall make
decisions with respect to all purchases and sales of securities and other
investment assets in the Funds. To carry out such decisions, Sub-Adviser is
hereby authorized, as agent and attorney-in-fact for the Trust, for the account
of, and in the name of the Trust, to place orders and issue instructions with
respect to those transactions of the Funds. In all purchases, sales and other
transactions in securities for the Funds, Sub-Adviser is authorized to exercise
full discretion and act for the Trust in the same manner and with the same force
and effect as the Trust might or could do with respect to such purchases, sales
or other transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(b) Sub-Adviser will provide to the Board, Quadra, or both, as
appropriate, such information, reports, evaluations, analyses and opinions prior
to or at each meeting of the Board and as the parties may mutually agree upon
from time to time. On its own initiative, Sub-Adviser shall provide the Board,
Quadra, or both, from time to time information that Sub-Adviser believes
appropriate, including, but not limited to, information concerning the
individual companies whose securities are included in the Funds' holdings, the
industries in which they engage, or the economic, social or political conditions
prevailing in each country in which the Funds maintain investments. Sub-Adviser
shall also advise the Board, Quadra, or both, as appropriate, of important
developments affecting the Trust, the Fund and Sub-Adviser.
(c) In making purchases and sales of securities for the Funds, and
otherwise performing its duties hereunder, Sub-Adviser will comply with the Act
and the rules and regulations thereunder, all other applicable Federal and state
laws and regulations, the policies set from time to time by the Board as well as
the limitations imposed by the Trust Instrument, Bylaws, Registration Statement,
prospectus, and the Internal Revenue Code of 1986, as amended, in respect of
regulated investment companies and the investment objectives, policies and
restrictions of the Funds. Without limiting the foregoing, Sub-Adviser agrees
that, in placing orders with broker-dealers for the purchase or sales of
portfolio securities, it shall attempt to obtain quality execution at favorable
security prices; provided that, consistent with section 28(e) of the Securities
and Exchange Act, the exercise of Sub-Adviser fiduciary duties under its
Investment Advisory agreement with the Trust, and any other applicable law, Sub-
Adviser may allocate brokerage on behalf of the Trust to broker-dealers who
provide research services and may cause the Fund to pay these broker-dealers a
higher amount of commission than may be charged by other broker-dealers.
(d) Sub-Adviser shall prepare and maintain, or cause to be prepared and
maintained, in such form, for such periods and in such locations as may be
required by applicable law, all documents and records relating to the services
provided by Sub-Adviser pursuant to this Agreement required to be prepared and
maintained by the Trust pursuant to the Act and the rules and regulations
thereunder, the rules and regulations of any national, state, or local
government entity with jurisdiction over the Trust, including the Commission and
the Internal Revenue Service, including but not limited to, records relating to
Fund transactions and the placing and allocation of brokerage orders.
(e) The books and records pertaining to the Trust that are in possession
of Sub-Adviser shall be the property of the Trust. The Trust, or the Trust's
authorized representatives, shall have access to such books and records at all
times during Sub-Adviser's normal business hours. Upon the reasonable request
of
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<PAGE>
the Trust, copies of any such books and records shall be provided promptly by
Sub-Adviser to the Trust, its officers, or such other persons as are authorized
in writing by the Trust to obtain its books and records.
(f) Sub-Adviser shall provide the Funds' custodian and fund accountant on
each business day with such information relating to all transactions concerning
the Funds' assets as the custodian and fund accountant may reasonably require.
(g) Sub-Adviser may from time to time employ or associate with such
persons as Sub-Adviser believes to be particularly fitted to assist in the
execution of Sub-Adviser's duties hereunder, the cost of performance of such
duties to be borne and paid by Sub-Adviser. No obligation may be incurred on
the Trust's behalf in any such respect.
(h) Sub-Adviser shall authorize and permit any of its trustees, officers
and employees who may be elected as trustees or officers of the Trust to serve
in the capacities in which they are elected.
SECTION 3. EXPENSES
Subject to any expense reimbursement arrangements between Quadra or others
and the Trust, the Trust shall be responsible and shall assume the obligation
for payment of all of the Trust's expenses. Sub-Adviser shall pay for
maintaining its staff and personnel necessary to perform its obligations under
this Agreement and shall, at its own expense, maintain the office space,
facilities, equipment and personnel that are reasonably necessary to carry out
its obligations hereunder.
SECTION 4. STANDARD OF CARE
Sub-Adviser shall use its best judgment and efforts in rendering the
services described in this Agreement. Sub-Adviser shall not be liable to the
Trust or Quadra for any action or inaction of the Sub-Advisor in the absence of
bad faith, willful misconduct or gross negligence or based upon information,
instructions or requests with respect to a Fund made to the Sub-Advisor by a
duly authorized officer of the Trust or Quadra. Sub-Adviser shall not be
responsible or liable for any failure or delay in performance of its obligations
under this Agreement caused by circumstances beyond its reasonable control.
SECTION 5. COMPENSATION
In consideration of the foregoing, Quadra shall pay Sub-Adviser, with
respect to the Fund, a fee at an annual rate as listed in Schedule A to this
Agreement. These fees shall be accrued daily and payable monthly in arrears on
the twenty-fifth (25th) day of each calendar month for services performed
hereunder during the prior calendar month.
SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION
(a) With respect to the Fund, this Agreement shall become effective upon
the date first written above; provided that it shall not take effect until
approved by (i) a majority of the Trust's Trustees, including a majority of the
Trustees who are not interested persons of the Trust, and (ii) to the extent
required under section 15(a) of the Act, a majority of the outstanding voting
securities of each Fund to which this Agreement pertains, voting separately by
class.
(b) This Agreement shall remain in effect for a period of twenty four
months from the date of its effectiveness and shall continue in effect for
successive twelve-month periods (computed from each anniversary date of
approval) or for such shorter period as may be specified by the Board in giving
its approval as provided below; provided that such continuance is specifically
approved at least annually (i) by the Board or by the vote of a majority of the
outstanding voting securities of the Fund, and, in either case, (ii) by a
majority of the Trust's Trustees who are not parties to this Agreement or
interested persons of any such party (other than as Trustees of the Trust);
provided further, however, that if this Agreement or the
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<PAGE>
continuation of this Agreement is not approved, Sub-Adviser may continue to
render the services described herein in the manner and to the extent permitted
by the Act and the rules and regulations thereunder. The annual approvals
provided for herein shall be effective to continue this Agreement from year to
year (or such shorter period referred to above) if given within a period
beginning not more than sixty (60) days prior to such anniversary,
notwithstanding the fact that more than three hundred sixty-five (365) days may
have elapsed since the date on which such approval was last given.
(c) This Agreement may be terminated at any time, without the payment of
any penalty, (i) by Quadra, upon approval of the Board, by the Board, or by a
vote of a majority of the outstanding voting securities of the Fund on 30 days'
written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 days' written notice
to the Trust, with copies to each of the Trust's Trustees at their respective
addresses set forth in the Trust's Registration Statement or at such other
address as such persons may specify to Sub-Adviser and to legal counsel to the
Trust. This agreement shall terminate automatically and immediately upon
assignment.
SECTION 7. ACTIVITIES OF THE ADVISER
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict Sub-Adviser's right, or the
right of any of Sub-Adviser's officers, directors or employees who may also be a
Trustee, officer or employee of the Trust, or persons otherwise affiliated with
the Trust to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
trust, firm, individual or association.
SECTION 8. REPRESENTATIONS OF SUB-ADVISER
The Sub-Adviser represents, warrants and agrees as follows:
(a) The Sub-Adviser (i) is registered as an investment adviser under the
Investment Advisers Act of 1940 ("Advisers Act") and will continue to be so
registered for so long as this Agreement remains in effect; (ii) is not
prohibited by the Act or the Advisers Act from performing the services
contemplated by this agreement; (iii) has met, and will seek to continue to
meet for so long as this Agreement remains in effect, any other applicable
federal or state requirements, or the applicable requirements of any regulatory
or industry self-regulatory agency, necessary to be met in order to perform the
services contemplated by this Agreement; (iv) has the authority to enter into
and perform the services contemplated by this Agreement; and (v) will promptly
notify the Advisers of the occurrence of any event that would disqualify the
Sub-Adviser from serving as an investment adviser of an investment company
pursuant to Section 9(a) of the Act or otherwise.
(b) The Sub-Adviser will adopt within 45 days a written code of ethics
complying with the requirements of Rule 17j-l under the Act and will provide
the Adviser and the Board with a copy of such code of ethics, together with
evidence of its adoption. Within fifteen days of the end of the last calendar
quarter of each year that this agreement is in effect, the president or a
vice-president of the Sub-Adviser has complied with the requirements of Rule
17j-l during the previous year and that there has been no violation of the
Sub-Adviser's code of ethics or, if such a violation had occurred, that
appropriate action was taken in response to such violation. Upon the written
request of the Adviser, the Sub-Adviser shall permit the Adviser, its employees
or its agents of the appropriate regulatory authority to examine the reports
required to be made to the Sub-Adviser by Rule 17j-l (c) (l) and all other
records relevant to the Sub-Adviser's code of ethics.
(c) The Sub-Adviser has provided the Adviser with a copy of its Form ADV
as most recently filed with the Securities and Exchange Commission ("SEC") and
promptly will furnish a copy of all amendments to the Adviser at least annually.
(d) The Sub-Adviser will notify the Adviser of any change of control of
the Sub-Adviser, including any change of its general partners of 25%
shareholders, as applicable, and any changes in the key personnel who are
either the portfolio manager(s) of the Fund or senior management of the
Sub-Adviser, in each case prior to or promptly after such change.
SECTION 9. NOTICES
Any notice or other communication required to be given pursuant to this
Agreement shall be in writing or by telex and shall be effective upon receipt.
Notices and communications shall be given, if to Quadra, at:
and if to Sub-Adviser, at:
LM Capital Management, Inc.
5560 La Jolla Blvd., Suite E
La Jolla, California 92037
Attention: Luis Mazel
SECTION 10. MISCELLANEOUS
(a) No provisions of this Agreement with respect to the Fund may be
amended or modified in any manner except by a written agreement properly
authorized and executed by both parties hereto and, if required by the Act, by a
vote of a majority of the outstanding voting securities of the Fund.
(b) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(c) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of New York.
(d) The terms "vote of a majority of the outstanding voting securities,"
"interested person," "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the Act.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
QUADRA CAPITAL PARTNERS, L.P.
/s/ Donald A. Levi
------------------------
Donald A. Levi
Managing Director
LM CAPITAL MANAGEMENT, INC.
/s/ Luis Mazel
------------------------
Luis Mazel
President
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<PAGE>
QUADRA CAPITAL PARTNERS, L.P.
SUB-ADVISORY AGREEMENT
SCHEDULE A
Fee as a % of
the Annual Average Daily
Fund of the Trust Net Assets of the Fund ("ADNA")
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Opportunistic Bond Fund 0.22%
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