FORUM FUNDS INC
485APOS, 1997-11-24
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<PAGE>

      As filed with the Securities and Exchange Commission on November 24, 1997

                                                                File No. 2-67052
                                                               File No. 811-3023
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                           
                                      FORM N-1A
                                           
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           Post-Effective Amendment No. 52
                                           
                                         and
                                           
           REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                   Amendment No. 54
         
              --------------------------------------------------------

                                     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)
    ---
         on [           ] pursuant to Rule 485, paragraph (b)
    ---
     X   60 days after filing 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, 1997, on May
29, 1997.
<PAGE>

                              CROSS REFERENCE SHEET
                          (AS REQUIRED BY RULE 404(a))

                                     PART A
(Prospectus offering Investor Shares of Daily Assets Treasury Fund, Daily Assets
         Government Fund, Daily Assets Cash Fund, Daily Assets Tax-Exempt 
                  Fund and Daily Assets Treasury Obligations 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:                    Financial Highlights

Item 4.           General Description
                  of Registrant:                  Prospectus Summary; Investment
                                                  Objective and Policies; Other
                                                  Information

Item 5.           Management of the Fund:         Prospectus Summary; Management

Item 6.           Capital Stock and
                  Other Securities                Investment Objective 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>

                              CROSS REFERENCE SHEET
                          (AS REQUIRED BY RULE 404(a))
                                        
                                     PART A
 (Prospectus offering Institutional Shares of Daily Assets Treasury Fund, Daily
     Assets Government Fund, Daily Assets Cash Fund, Daily Assets Tax-Exempt
                Fund and Daily Assets Treasury Obligations 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:                    Financial Highlights

Item 4.           General Description
                  of Registrant:                  Prospectus Summary; Investment
                                                  Objective and Policies; Other
                                                  Information

Item 5.           Management of the Fund:         Prospectus Summary; Management

Item 6.           Capital Stock and
                  Other Securities                Investment Objective 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>


                              CROSS REFERENCE SHEET
                          (AS REQUIRED BY RULE 404(a))
                                        
                                     PART A
 (Prospectus offering Institutional Shares of Daily Assets Treasury Fund, Daily
     Assets Government Fund, Daily Assets Cash Fund, Daily Assets Tax-Exempt
                Fund and Daily Assets Treasury Obligations 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:                    Financial Highlights

Item 4.           General Description
                  of Registrant:                  Prospectus Summary; Investment
                                                  Objective and Policies; Other
                                                  Information

Item 5.           Management of the Fund:         Prospectus Summary; Management

Item 6.           Capital Stock and
                  Other Securities                Investment Objective 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>


                              CROSS REFERENCE SHEET
                          (AS REQUIRED BY RULE 404(a))
                                        
                                     PART A
                            (All other Prospectuses)
                                                  
                          Not Applicable in this Filing


<PAGE>

 CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 404(a))

                                       PART B
        (SAI offering Shares of Daily Assets Treasury Fund, Daily Assets 
        Government Fund, Daily Assets Cash Fund, Daily Assets Tax-Exempt
                Fund and Daily Assets Treasury Obligations 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:            Management; Other Information
                  and History

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 Information

Item 16.          Investment Advisory
                  and Other Services:             Management; Other Information
                                                  - 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:                     Taxation

Item 21.          Underwriters:                   Management

Item 22.          Calculation of
                  Performance Data:               Performance Data

Item 23.          Financial Statements:           Financial Statements


<PAGE>

                              CROSS REFERENCE SHEET
                          (AS REQUIRED BY RULE 404(a))
                                        
                                     PART B
                                (All other SAIs)
                                                  
                          Not Applicable in this Filing
                                        
                                        

<PAGE>

                                              P R O S P E C T U S

                                                I N V E S T O R
                                                   S H A R E S


                                                  Daily Assets
                                                  Treasury Fund

                                                   Daily Assets
                                                     Treasury
                                                  Obligations Fund

                                                    Daily Assets
                                                   Government Fund

                                                    Daily Assets
                                                     Cash Fund

                                                    Daily Assets
                                                   Tax-Exempt Fund


                                                      F O R U M
                                                      F U N D S
                                                  NOVEMBER 17, 1997


<PAGE>
FORUM FUNDS
 
DAILY ASSETS TREASURY FUND
DAILY ASSETS TREASURY OBLIGATIONS FUND
DAILY ASSETS GOVERNMENT FUND
DAILY ASSETS CASH FUND
DAILY ASSETS TAX-EXEMPT FUND
 
                                   PROSPECTUS
 
   
                               November 17, 1997,
                           as amended January 2, 1998
    
- --------------------------------------------------------------------------------
 
THIS PROSPECTUS OFFERS INVESTOR SHARES OF DAILY ASSETS TREASURY FUND, DAILY
ASSETS TREASURY OBLIGATIONS FUND, DAILY ASSETS GOVERNMENT FUND, DAILY ASSETS
CASH FUND AND DAILY ASSETS TAX-EXEMPT FUND (EACH A "FUND"). EACH FUND IS A
DIVERSIFIED NO-LOAD, MONEY MARKET PORTFOLIO OF FORUM FUNDS (THE "TRUST"), A
REGISTERED OPEN-END, MANAGEMENT INVESTMENT COMPANY. EACH FUND SEEKS TO PROVIDE
ITS SHAREHOLDERS WITH HIGH CURRENT INCOME (WHICH, IN THE CASE OF DAILY ASSETS
TAX-EXEMPT FUND, IS EXEMPT FROM FEDERAL INCOME TAXES) TO THE EXTENT CONSISTENT
WITH THE PRESERVATION OF CAPITAL AND THE MAINTENANCE OF LIQUIDITY.
 
EACH FUND SEEKS TO ACHIEVE ITS OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE
ASSETS IN A SEPARATE PORTFOLIO OF AN OPEN-END, MANAGEMENT INVESTMENT COMPANY
WITH AN IDENTICAL INVESTMENT OBJECTIVE. SEE "PROSPECTUS SUMMARY" AND "OTHER
INFORMATION - FUND STRUCTURE." THROUGH THE PORTFOLIO IN WHICH IT INVESTS:
 
     DAILY ASSETS TREASURY FUND invests primarily in obligations of the U.S.
     Treasury or certain agencies and instrumentalities of the U.S. Government
     with a view toward providing income that is generally considered exempt
     from state and local income taxes.
 
     DAILY ASSETS TREASURY OBLIGATIONS FUND invests substantially all of its
     assets in obligations of the U.S. Treasury and in repurchase agreements
     backed by these obligations.
 
     DAILY ASSETS GOVERNMENT FUND invests substantially all of its assets in
     obligations of the U.S. Government, its agencies and instrumentalities and
     in repurchase agreements backed by these obligations.
 
     DAILY ASSETS CASH FUND invests in a broad spectrum of high-quality money
     market instruments.
 
     DAILY ASSETS TAX-EXEMPT FUND invests primarily in high-quality obligations
     of the states, territories and possessions of the U.S. and of their
     subdivisions, authorities and corporations ("municipal securities") with a
     view toward providing income that is exempt from federal income taxes.
 
   
This Prospectus sets forth concisely the information concerning the Trust and
the Funds that a prospective investor should know before investing. The Trust
has filed with the Securities and Exchange Commission ("SEC") a Statement of
Additional Information dated November 17, 1997, as amended January 2, 1998 (the
"SAI"), which contains more detailed information about the Trust and the Funds
and is available together with other related materials for reference on the
SEC's Internet Web Site (http://www.sec.gov). The SAI, which is incorporated
into this Prospectus by reference, also is available without charge by
contacting the Funds' transfer agent, Forum Financial Corp., at P.O. Box 446,
Portland, Maine 04112, (207) 879-0001 or (800) 94FORUM.
    
 
   INVESTORS SHOULD READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE.
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                            Page
<C>          <S>                                         <C>
        1.   Prospectus Summary..........................          2
        2.   Financial Highlights........................          4
        3.   Investment Objective and Policies...........          5
        4.   Management..................................         11
 
<CAPTION>
                                                            Page
<C>          <S>                                         <C>
        5.   Purchases and Redemptions of Shares.........         13
        6.   Distributions and Tax Matters...............         18
        7.   Other Information...........................         20
</TABLE>
 
FUND SHARES ARE NOT OBLIGATIONS, DEPOSITS OR ACCOUNTS OF, OR ENDORSED OR
GUARANTEED BY, ANY BANK OR ANY AFFILIATE OF A BANK AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FDIC, THE FEDERAL RESERVE SYSTEM OR ANY
OTHER FEDERAL AGENCY.
 
THERE CAN BE NO ASSURANCE THAT ANY FUND WILL BE ABLE TO MAINTAIN A STABLE NET
ASSET VALUE OF $1.00 PER SHARE.
 
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>
1. PROSPECTUS SUMMARY
 
HIGHLIGHTS OF THE FUNDS
 
    This prospectus offers shares of the Investor class ("Investor Shares") of
each of the Funds. The Funds operate in accordance with the provisions of Rule
2a-7 under the Investment Company Act of 1940 (the "1940 Act"). Each Fund
invests all of its investable assets in a separate portfolio (each a
"Portfolio") of Core Trust (Delaware), an open-end, management investment
company ("Core Trust") as follows:
 
<TABLE>
<S>                                    <C>
Daily Assets Treasury Fund             Treasury Portfolio
Daily Assets Treasury Obligations      Treasury Cash Portfolio
Fund
Daily Assets Government Fund           Government Cash Portfolio
Daily Assets Cash Fund                 Cash Portfolio
Daily Assets Tax-Exempt Fund           Municipal Cash Portfolio
</TABLE>
 
    Accordingly, the investment experience of each Fund will correspond directly
with the investment experience of its corresponding Portfolio. See "Other
Information - Fund Structure." Each Fund currently offers three separate classes
of shares: Institutional Shares, Institutional Service Shares and Investor
Shares. Investor Shares are sold through this Prospectus. Institutional Shares
and Institutional Service Shares are each offered by a separate prospectus. See
"Other Information - Fund Structure - Other Classes of Shares."
 
   
    MANAGEMENT.  Forum Administrative Services, LLC ("FAS") supervises the
overall management of the Funds and the Portfolios and Forum Financial Services,
Inc. ("FFSI") is the distributor of the Funds' shares. Forum Investment
Advisors, LLC ("Forum Advisors") is the investment adviser of each Portfolio and
provides professional management of the Portfolios' investments. The Funds'
transfer agent, dividend disbursing agent and shareholder servicing agent is
Forum Financial Corp. (the "Transfer Agent"). See "Management" for a description
of the services provided and fees charged to the Funds.
    
 
   
    SHAREHOLDER SERVICING AND DISTRIBUTION. The Trust has adopted a Shareholder
Service Plan and a Plan of Distribution relating to Investor Shares under which
FAS and Forum, respectively, are compensated for various shareholder servicing
and distribution related activities. See "Management - Shareholder Servicing"
and "- Administration and Distribution."
    
 
    PURCHASES AND REDEMPTIONS.  The minimum initial investment in Investor
Shares is $10,000 ($2,000 for IRAs, $2,500 for exchanges). The minimum
subsequent investment is $500. Investor Shares may be purchased and redeemed
Monday through Friday, between 9:00 a.m. and 6:00 p.m., Eastern Time, except on
Federal holidays and days that the Federal Reserve Bank of San Francisco (Boston
in the case of Daily Assets Treasury Fund and Daily Assets Tax-Exempt Fund) is
closed ("Fund Business Days"). To be eligible to receive that day's income,
purchase orders must be received by the Transfer Agent in good order no later
than 2:00 p.m., Eastern Time (noon in the case of Daily Assets Treasury Fund and
Daily Assets Tax-Exempt Fund). Shareholders may elect to have redemption
proceeds over $5,000 transferred by bank wire to a designated bank account. To
be able to receive redemption proceeds by wire on the day of the redemption,
redemption orders must be received by the Transfer Agent in good order no later
than 2:00 p.m., Eastern Time (noon in the case of Daily Assets Treasury Fund and
Daily Assets Tax-Exempt Fund). All times may be changed without notice by Fund
management due to market activities. See "Purchase and Redemption of Shares."
 
    EXCHANGES.  Shareholders of a Fund may exchange Investor Shares without
charge for Investor Shares of the other Funds and for the shares of other
certain other mutual funds not offered by this Prospectus. See "Purchases and
Redemptions of Shares - Exchanges."
 
    DISTRIBUTIONS.  Distributions of net investment income are declared daily
and paid monthly by each Fund and are automatically reinvested in additional
Fund shares unless the shareholder has requested payment in cash. See
"Distributions and Tax Matters."
 
    INVESTMENT CONSIDERATIONS.  There can be no assurance that any Fund will be
able to maintain a stable net asset value of $1.00 per share. Although the
Portfolios invest only in money market instruments, an investment in any Fund
involves certain risks, depending on the types of investments made and the types
of investment techniques employed. Investment in any security, including U.S.
Government Securities, involves some level of investment risk. An investment in
a Fund is not insured by the FDIC, nor is it insured or guaranteed against loss
 
                                       2
<PAGE>
of principal. By investing in its corresponding Portfolio, each Fund may achieve
certain efficiencies and economies of scale. Nonetheless, these investments
could also have potential adverse effects on the applicable Fund. See "Other
Information - Fund Structure."
 
EXPENSES OF INVESTING IN THE FUNDS
 
    The purpose of the following table is to assist investors in understanding
the various expenses that an investor in Investor Shares will bear directly or
indirectly. There are no transaction expenses associated with purchases,
redemptions or exchanges of Fund shares.
 
ANNUAL FUND OPERATING EXPENSES (1)
(as a percentage of average net assets)
 
<TABLE>
<CAPTION>
                                            Daily                               Daily
                               Daily       Assets        Daily                 Assets
                              Assets      Treasury      Assets       Daily      Tax-
                             Treasury    Obligations  Government    Assets     Exempt
                               Fund         Fund         Fund      Cash Fund    Fund
                            -----------  -----------  -----------  ---------  ---------
<S>                         <C>          <C>          <C>          <C>        <C>
Management
 Fees(2)..................       0.15%        0.14%        0.14%       0.14%      0.15%
Rule 12b-1 Fees...........       0.15%        0.15%        0.15%       0.15%      0.15%
Other Expenses
 (after expense
 reimbursements)(3).......       0.45%        0.46%        0.46%       0.46%      0.45%
                            -----------  -----------  -----------  ---------  ---------
Total Operating
 Expenses.................       0.75%        0.75%        0.75%       0.75%      0.75%
</TABLE>
 
    (1) For a further description of the various expenses incurred in the
operation of the Funds and the Portfolios, see "Management." The amount of fees
and expenses for each Fund is based on estimated annualized expenses for the
Funds' fiscal year ending August 31, 1998. Each Fund's expenses include the
Fund's pro rata portion of all expenses of its corresponding Portfolio, which
are borne indirectly by Fund shareholders.
 
    (2) Management Fees include all administration fees and investment advisory
fees incurred by the Funds and the Portfolios; as long as its assets are
invested in a Portfolio, a Fund pays no investment advisory fees directly.
 
    (3) Absent estimated reimbursements by Forum Advisors and its affiliates,
Other Expenses and Total Fund Operating Expenses would be: 0.75% and 1.05%,
respectively, for Daily Assets Treasury Fund; 0.70% and 0.99%, respectively, for
Daily Assets Treasury Obligations Fund; 0.75% and 1.04%, respectively, for Daily
Assets Government Fund; 0.80% and 1.09%, respectively, for Daily Assets Cash
Fund; 0.80% and 1.10%, respectively, for Daily Assets Tax-Exempt Fund. Expense
reimbursements are voluntary and may be reduced or eliminated at any time.
 
EXAMPLE
 
    Following is a hypothetical example that indicates the dollar amount of
expenses that an investor in Investor Shares would pay assuming (i) the
investment of all of the Fund's assets in the Portfolio, (ii) a $1,000
investment in the Fund, (iii) a 5% annual return, (iv) the reinvestment of all
distributions and (v) redemption at the end of each period:
 
<TABLE>
<CAPTION>
                            One      Three     Five       Ten
                            Year     Years     Years     Years
                           ------   -------   -------   --------
<S>                        <C>      <C>       <C>       <C>
Each Fund................    $8       $24       $42       $93
</TABLE>
 
    The example is based on the expenses listed in the Annual Fund Operating
Expenses table, which assumes the continued waiver and reimbursement of certain
fees and expenses. The five percent annual return is not predictive of and does
not represent the Funds' projected returns; rather, it is required by government
regulation. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OR RETURN. ACTUAL EXPENSES AND RETURN MAY BE GREATER OR LESS
THAN INDICATED.
 
                                       3
<PAGE>
2. FINANCIAL HIGHLIGHTS
 
   
    As of the date hereof, Investor Shares were not offered. The following
information represents selected data for a single outstanding Institutional
Service Share of Daily Assets Treasury Fund and of Daily Assets Cash Fund. Those
classes were the first offered by the respective Funds and, accordingly,
represent data since each Fund's inception. Information for the period ended
August 31, 1997, was audited by         , independent auditors. Information for
prior periods was audited by other independent auditors. The financial
statements for Daily Assets Treasury Fund and Daily Assets Cash Fund and
independent auditors' report thereon for the fiscal year ended August 31, 1997,
are incorporated by reference into the SAI and may be obtained from the Trust
without charge. As of the date hereof, Daily Assets Treasury Obligations Fund,
Daily Assets Government Fund, Daily Assets Tax-Exempt Fund, as well as Municpal
Cash Portfolio had not commenced operations.
    
 
    As of August 31, 1997, Treasury Portfolio, Treasury Cash Portfolio,
Government Cash Portfolio and Cash Portfolio had net assets of $44,321,412;
$71,102,520; $476,768,745 and $259,491,011, respectively.
 
<TABLE>
<CAPTION>
                                                                                                                NET
                                                                               RATIOS TO AVERAGE               ASSETS       RATIO
                                                                                  NET ASSETS                   AT END    TO AVERAGE
                        BEGINNING                DISTRIBUTIONS    ENDING     ---------------------               OF      NET ASSETS
                        NET ASSET      NET         FROM NET      NET ASSET                 NET                 PERIOD    -----------
                        VALUE PER   INVESTMENT    INVESTMENT     VALUE PER     NET      INVESTMENT   TOTAL     (000'S       GROSS
                          SHARE       INCOME        INCOME         SHARE     EXPENSES     INCOME     RETURN   OMITTED)   EXPENSES(1)
                        ---------   ----------   -------------   ---------   --------   ----------   ------   --------   -----------
<S>                     <C>         <C>          <C>             <C>         <C>        <C>          <C>      <C>        <C>
DAILY ASSETS TREASURY
  FUND
INSTITUTIONAL SERVICE
  SHARES
  April 1, 1997 to
   August 31, 1997....    $1.00        0.02          (0.02)        $1.00      0.50%(2)    4.76%(2)   2.01%(3) $44,116       0.95%(2)
  Year Ended March 31,
   1997...............     1.00        0.05          (0.05)         1.00      0.50%       4.70%      4.80%     43,975       0.99%
  Year Ended March 31,
   1996...............     1.00        0.05          (0.05)         1.00      0.50%       5.01%      5.18%     43,103       1.06%
  Year Ended March 31,
   1995...............     1.00        0.04          (0.04)         1.00      0.37%       4.45%      4.45%     36,329       1.10%
  Year Ended March 31,
   1994...............     1.00        0.03          (0.03)         1.00      0.33%       2.82%      2.83%     26,505       1.17%
  July 1, 1992 to
   March 31, 1993.....     1.00        0.02          (0.02)         1.00      0.22%(2)    2.92%(2)   3.13%(2)   4,687       2.43%(2)
DAILY ASSETS CASH FUND
INSTITUTIONAL SERVICE
  SHARES
  October 1, 1996 to
   August 31, 1997....     1.00        0.05          (0.05)         1.00      0.52%(2)    5.06%(2)   4.70%(3) $12,076       1.22%(2)
</TABLE>
 
(1) During each period, various fees and expenses were waived and reimbursed,
    respectively. The ratio of Gross Expenses to Average Net Assets reflects the
    expense ratio in the absence of any waivers and reimbursements for the Fund
    and its respective Portfolio.
 
(2) Annualized.
 
(3) Not Annualized.
 
                                       4
<PAGE>
3. INVESTMENT OBJECTIVES AND POLICIES
 
INVESTMENT OBJECTIVE
 
    The investment objective of each Fund except Daily Assets Tax-Exempt Fund is
to provide high current income to the extent consistent with the preservation of
capital and the maintenance of liquidity. The investment objective of Daily
Assets Tax-Exempt Fund is to provide high current income which is exempt from
federal income taxes to the extent consistent with the preservation of capital
and the maintenance of liquidity.
 
    THERE CAN BE NO ASSURANCE THAT ANY FUND OR PORTFOLIO WILL ACHIEVE ITS
INVESTMENT OBJECTIVE OR MAINTAIN A STABLE NET ASSET VALUE.
 
    Each Fund currently seeks to achieve its investment objective by investing
all of its investable assets in its corresponding Portfolio, which has the same
investment objective and substantially similar investment policies. Therefore,
although the following discusses investment policies of the Portfolios (and the
responsibilities of Core Trust's board of trustees (the "Core Trust Board")), it
applies equally to the Funds (and the Trust's board of trustees (the "Board")).
 
INVESTMENT POLICIES
 
   
    Each Portfolio invests only in high quality, short-term money market
instruments that are determined by Forum Advisors, pursuant to procedures
adopted by the Core Trust Board, to be eligible for purchase and to present
minimal credit risks. High quality instruments include those that (i) are rated
(or, if unrated, are issued by an issuer with comparable outstanding short-term
debt that is rated) in the highest rating category by two nationally recognized
statistical rating organizations ("NRSROs") or, if only one NRSRO has issued a
rating, by that NRSRO or (ii) are otherwise unrated and determined by the
Adviser to be of comparable quality. A description of the rating categories of
certain NRSROs, such as Standard & Poor's and Moody's Investors Service, Inc.,
is contained in the SAI.
    
 
    Each Portfolio invests only in U.S. dollar-denominated instruments that have
a remaining maturity of 397 days or less (as calculated under Rule 2a-7) and
maintains a dollar-weighted average portfolio maturity of 90 days or less.
Except to the limited extent permitted by Rule 2a-7 and except for U.S.
Government Securities, each Portfolio will not invest more than 5% of its total
assets in the securities of any one issuer. As used herein, "U.S. Government
Securities" means obligations issued or guaranteed as to principal and interest
by the United States government, its agencies or instrumentalities and "Treasury
Securities" means U.S. Treasury bills and notes and other U.S. Government
Securities which are guaranteed as to principal and interest by the U.S.
Treasury.
 
    In the case of municipal securities, when the assets and revenues of an
issuer are separate from those of the government creating the issuer and a
security is backed only by the assets and revenues of the issuer, the issuer and
not the creating government is deemed to be the sole issuer of the security.
Similarly, in the case of a security issued by or on behalf of public
authorities to finance various privately operated facilities that is backed only
by the assets and revenues of the non-governmental user, the non-governmental
user will be deemed to be the sole issuer of the security.
 
    Yields on money market securities are dependent on a variety of factors,
including the general conditions of the money markets and the fixed income
markets, the size of a particular offering, the maturity of the obligation and
the rating of the issue. A Fund's yield will tend to fluctuate inversely with
prevailing market interest rates. For instance, in periods of falling market
interest rates, yields will tend to be somewhat higher. Although each Portfolio
only invests in high quality money market instruments, an investment in a Fund
is subject to risk even if all securities in the Portfolio's portfolio
 
                                       5
<PAGE>
are paid in full at maturity. All money market instruments, including U.S.
Government Securities and municipal securities, can change in value when there
is a change in interest rates, the issuer's actual or perceived creditworthiness
or the issuer's ability to meet its obligations. The achievement of a Fund's
investment objective is dependent in part on the continuing ability of the
issuers of the securities in which the Portfolio invests to meet their
obligations for the payment of principal and interest when due.
 
DAILY ASSETS TREASURY FUND
 
    Treasury Portfolio seeks to attain its investment objective by investing
primarily in Treasury Securities. Under normal market conditions, the Portfolio
will invest at least 65% of its total assets in Treasury Securities. The
Portfolio may also invest in other U.S. Government Securities. The Portfolio
invests with a view toward providing income that is generally considered exempt
from state and local income taxes. The Portfolio will purchase a U.S. Government
Security (other than a Treasury Security) only if that security has a remaining
maturity of thirteen months or less.
 
    Among the U.S. Government Securities in which the Portfolio may invest are
obligations of the Farm Credit System, Farm Credit System Financial Assistance
Corporation, Federal Financing Bank, Federal Home Loan Banks, General Services
Administration, Student Loan Marketing Association, and Tennessee Valley
Authority. Income on these obligations and the obligations of certain other
agencies and instrumentalities is generally not subject to state and local
income taxes by Federal law. In addition, the income received by Fund
shareholders that is attributable to these investments will also be exempt in
most states from state and local income taxes. Shareholders should determine
through consultation with their own tax advisers whether and to what extent
dividends payable by the Fund from interest received with respect to its
investments will be considered to be exempt from state and local income taxes in
the shareholder's state. Shareholders similarly should determine whether the
capital gain and other income, if any, payable by the Fund will be subject to
state and local income taxes in the shareholder's state. See "Distributions and
Tax Matters."
 
    The U.S. Government Securities in which the Portfolio may invest include
securities supported primarily or solely by the creditworthiness of the issuer.
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.
 
DAILY ASSETS TREASURY OBLIGATIONS FUND
 
    Treasury Cash Portfolio seeks to attain its investment objective by
investing substantially all of its assets in Treasury Securities and in
repurchase agreements backed by Treasury Securities.
 
DAILY ASSETS GOVERNMENT FUND
 
    Government Cash Portfolio seeks to attain its investment objective by
investing substantially all of its assets in U.S. Government Securities and in
repurchase agreements backed by U.S. Government Securities. The U.S. Government
Securities in which the Portfolio may invest include Treasury Securities and
securities supported primarily or solely by the creditworthiness of the issuer,
such as securities of the Federal National Mortgage Association, Federal Home
Loan Banks and Student Loan Marketing Association. 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.
 
                                       6
<PAGE>
DAILY ASSETS CASH FUND
 
    Cash Portfolio seeks to attain its investment objective by investing in a
broad spectrum of money market instruments. The Portfolio may invest in (i)
obligations of domestic financial institutions, (ii) U.S. Government Securities
(see "Investment Objectives and Policies - Daily Assets Government Fund") and
(iii) corporate debt obligations of domestic issuers.
 
    Financial institution obligations include negotiable certificates of
deposit, bank notes, bankers' acceptances and time deposits of banks (including
savings banks and savings associations) and their foreign branches. The
Portfolio limits its investments in bank obligations to banks which at the time
of investment have total assets in excess of one billion dollars. Certificates
of deposit represent an institution's obligation to repay funds deposited with
it that earn a specified interest rate over a given period. Bank notes are debt
obligations of a bank. 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 by the Portfolio but may be subject to early withdrawal penalties which
could reduce the Portfolio's yield.
 
    Corporate debt obligations include commercial paper (short-term promissory
notes) issued by companies to finance their, or their affiliates', current
obligations. The Portfolio may also invest in commercial paper or other
corporate securities issued in "private placements" that are restricted as to
disposition under the Federal securities laws ("restricted securities"). Any
sale of these securities may not be made absent registration under the
Securities Act of 1933 or the availability of an appropriate exemption
therefrom. Some of these restricted securities, however, are eligible for resale
to institutional investors, and accordingly, a liquid market may exist for them.
Pursuant to guidelines adopted by the Core Trust Board, the investment adviser
will determine whether each such investment is liquid.
 
DAILY ASSETS TAX-EXEMPT FUND
 
    Municipal Cash Portfolio seeks to attain its investment objective by
investing primarily in municipal securities. The Portfolio attempts to maintain
100% of its assets invested in federally tax-exempt municipal securities; during
periods of normal market conditions the Portfolio will have at least 80% of its
net assets invested in federally tax-exempt instruments the income from which
may be subject to the federal alternative minimum tax ("AMT").
 
    The Portfolio may from time to time invest more than 25% of its assets in
obligations of issuers located in one state but, under normal circumstances,
will not invest more than 35% of its assets in obligations of issuers located in
one state or territory. If the Portfolio concentrates its investments in this
manner, it will be more susceptible to factors adversely affecting issuers of
those municipal securities than would be a more geographically diverse municipal
securities portfolio. These risks arise from the financial condition of the
particular state or territory and its political subdivisions.
 
    THE SHORT-TERM MUNICIPAL SECURITIES MARKET. It is anticipated that a
substantial amount of the municipal securities held by the Portfolio will be
supported by credit and liquidity enhancements, such as letters of credit (which
are not covered by federal deposit insurance) or put or demand features of third
party financial institutions, generally domestic and foreign banks. Accordingly,
the credit quality and liquidity of the Portfolio will be dependent in part upon
the credit quality of the banks supporting the Portfolio's investments. This
will result in exposure to risks pertaining to the
 
                                       7
<PAGE>
banking industry, including the foreign banking industry. These risks include a
sustained increase in interest rates, which can adversely affect the
availability and cost of a bank's lending activities; exposure to credit losses
during times of economic decline; concentration of loan portfolios in certain
industries; regulatory developments; and competition among financial
institutions. Brokerage firms and insurance companies also provide certain
liquidity and credit support. The Portfolio's policy is to purchase municipal
securities with third party credit or liquidity support only after the Adviser
has considered the creditworthiness of the financial institution providing the
support and believes that the security presents minimal credit risk.
 
    The Portfolio may purchase long term municipal securities with various
maturity shortening provisions. For instance, variable rate demand notes
("VRDN") are municipal bonds with maturities of up to 40 years that are sold
with a demand feature (an option for the holder of the security to sell the
security back to the issuer) which may be exercised by the security holder at
predetermined intervals, usually daily or weekly. The interest rate on the
security is typically reset by a remarketing or similar agent at prevailing
interest rates. VRDNs may be issued directly by the municipal issuer or created
by a bank, broker-dealer or other financial institution by selling a previously
issued long-term bond with a demand feature attached. Similarly, tender option
bonds (also referred to as certificates of participation) are municipal
securities with relatively long original maturities and fixed rates of interest
that are coupled with an agreement of a third party financial institution under
which the third party grants the security holders the option to tender the
securities to the institution and receive the face value thereof. The option may
be exercised at periodic intervals, usually six months to a year. As
consideration for providing the option, the financial institution receives a fee
equal to the difference between the underlying municipal security's fixed rate
and the rate, as determined by a remarketing or similar agent, that would cause
the securities, coupled with the tender option, to trade at par on the date of
the interest rate determination. These bonds effectively provide the holder with
a demand obligation that bears interest at the prevailing short-term municipal
securities interest rate.
 
    The Portfolio also may acquire "puts" on municipal securities it purchases.
A put gives the Portfolio the right to sell the municipal security at a
specified price at any time before a specified date. The Portfolio will acquire
puts only to enhance liquidity, shorten the maturity of the related municipal
security or permit the Portfolio to invest its funds at more favorable rates.
Generally, the Portfolio will buy a municipal security that is accompanied by a
put only if the put is available at no extra cost. In some cases, however, the
Portfolio may pay an extra amount to acquire a put, either in connection with
the purchase of the related municipal security or separately from the purchase
of the security.
 
    The Portfolio may purchase municipal securities together with the right to
resell them to the seller or a third party at an agreed-upon price or yield
within specified periods prior to their maturity dates. Such a right to resell
is commonly known as a "stand-by commitment," and the aggregate price which the
Portfolio pays for securities with a stand-by commitment may be higher than the
price which otherwise would be paid. The primary purpose of this practice is to
permit the Portfolio to be as fully invested as practicable in municipal
securities while preserving the necessary flexibility and liquidity to meet
unanticipated redemptions. In this regard, the Portfolio acquires stand-by
commitments solely to facilitate portfolio liquidity and does not exercise its
rights thereunder for trading purposes. Stand-by commitments involve certain
expenses and risks, including the inability of the issuer of the commitment to
pay for the securities at the time the commitment is exercised,
non-marketability of the commitment, and differences between the maturity of the
underlying security and the maturity of the commitment.
 
                                       8
<PAGE>
    MUNICIPAL BONDS.  Municipal bonds are long term fixed-income securities.
"General obligation" bonds are secured by a municipality's pledge of its full
faith, credit and taxing power for the payment of principal and interest.
"Revenue" bonds are usually payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from the proceeds
of a special excise or other tax, but not from general tax revenues. Under a
"moral obligation" bond (which is normally issued by special purpose public
authorities), if the issuer is unable to meet its obligations under the bonds
from current revenues, it may draw on a reserve fund that is backed by the moral
commitment (but not the legal obligation) of the state or municipality that
created the issuer. The Portfolio may invest in industrial development bonds,
which in most cases are revenue bonds. The payment of the principal and interest
on these bonds is dependent solely on the ability of an initial or subsequent
user of the facilities financed by the bonds to meet its financial obligations
and the pledge, if any, of real and personal property so financed as security
for such payment.
 
    MUNICIPAL NOTES AND LEASES.  Municipal notes, which may be either "general
obligation" or "revenue" securities, are short-term fixed income securities
intended to fulfill short-term capital needs of a municipality. Municipal
leases, which may take various forms, are issued by municipalities to acquire a
wide variety of equipment and facilities. Municipal leases frequently have
special risks not normally associated with other municipal securities. Municipal
leases (which normally provide for title to the leased assets to pass eventually
to the government issuer) have evolved as a means for governmental issuers to
acquire property and equipment without meeting the constitutional and statutory
requirements for the issuance of debt. The debt-issuance limitations of many
state constitutions and statutes are deemed to be inapplicable because of the
inclusion in many leases or contracts of "non-appropriation" clauses that
provide that the governmental issuer has no obligation to make future payments
under the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis.
 
    PARTICIPATION INTERESTS.  The Portfolio may purchase participation interests
in municipal securities that are owned by banks or other financial institutions.
Participation interests usually 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.
 
    TAXABLE INVESTMENTS.  The Portfolio may invest up to 20% of the value of its
net assets in cash and money market instruments, the interest income on which is
subject to federal income taxation. In addition, when business or financial
conditions warrant or when an adequate supply of appropriate municipal
securities is not available, the Portfolio may assume a temporary defensive
position and invest without limit in such taxable money market instruments.
 
ADDITIONAL INVESTMENT POLICIES
 
    Each Fund's and each Portfolio's investment objective and certain investment
limitations, as described in the SAI, are fundamental and therefore, may not be
changed without approval of the holders of a majority of the Fund's or
Portfolio's, as applicable, outstanding voting securities (as defined in the
1940 Act). Except as otherwise indicated herein or in the SAI, investment
policies of a Fund or a Portfolio may be changed by the applicable board of
trustees without shareholder approval. Each Portfolio is permitted to hold cash
in any amount pending investment in securities and may invest in other
investment companies that intend to comply with Rule 2a-7 and have substantially
similar investment objectives and policies. A further description of the Funds'
and the Portfolios' investment policies is contained in the SAI.
 
                                       9
<PAGE>
    BORROWING.  Each Portfolio may borrow money for temporary or emergency
purposes (including the meeting of redemption requests), but not in excess of
33 1/3% of the value of the Portfolio's total assets. Borrowing for purposes
other than meeting redemption requests will not exceed 5% of the value of the
Portfolio's total assets.
 
   
    REPURCHASE AGREEMENTS.  Each Portfolio may seek additional income or
liquidity by entering into repurchase agreements. Repurchase agreements are
transactions in which a Portfolio 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 one to seven days later. The resale price
reflects a market rate of interest that is not related to the coupon rate or
maturity of the purchased security. The Portfolios' custodian holds the
underlying collateral, which is maintained at not less than 100% of the
repurchase price. Repurchase agreements involve certain credit risks not
associated with direct investment in securities. Each Portfolio, however,
intends to enter into repurchase agreements only with sellers which Forum
Advisors believes present minimal credit risks in accordance with guidelines
established by the Core Trust Board. In the event that a seller defaulted on its
repurchase obligation, however, a Portfolio might suffer a loss.
    
 
   
    LIQUIDITY.  To ensure adequate liquidity, each Portfolio may not invest more
than 10% of its net assets in illiquid securities, including, repurchase
agreements not entitling the Portfolio to payment of principal within seven
days. There may not be an active secondary market for securities held by a
Portfolio. The value of securities that have a limited market tend to fluctuate
more than those that have an active market. Forum Advisors monitors the
liquidity of the Portfolio's investments, but there can be no guarantee that an
active secondary market will exist.
    
 
   
    WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES.  In order to assure itself of
being able to obtain securities at prices which Forum Advisors believes might
not be available at a future time, Forum Advisors may purchase securities on a
when-issued or delayed delivery basis. When these transactions are negotiated,
the price or yield is fixed at the time the commitment is made, but delivery and
payment for the securities take place at a later date. Securities so purchased
are subject to market price fluctuation and no interest on the securities
accrues to a Portfolio until delivery and payment take place. Accordingly, the
value of the securities on the delivery date may be more or less than the
purchase price. Commitments for when-issued or delayed delivery transactions
will be entered into only when a Portfolio has the intention of actually
acquiring the securities, but the Portfolio may sell the securities before the
settlement date if deemed advisable. Failure by the other party to deliver a
security purchased by a Portfolio may result in a loss or missed opportunity to
make an alternative investment. As a result of entering into forward
commitments, the Funds are exposed to greater potential fluctuations in the
value of their assets and net asset values per share.
    
 
    VARIABLE AND FLOATING RATE SECURITIES.  The securities in which each
Portfolio invest may have variable or floating rates of interest. These
securities pay interest at rates that are adjusted periodically according to a
specified formula, usually with reference to some interest rate index or market
interest rate. The interest paid on these securities is a function primarily of
the index or market rate upon which the interest rate adjustments are based.
Those securities with ultimate maturities of greater than 397 days may be
purchased only in accordance with the provisions of Rule 2a-7. Under that Rule,
only those long-term instruments that have demand features which comply with
certain requirements and certain U.S. Government Securities may be purchased.
Similar to fixed rate debt instruments, variable and floating rate instruments
are subject to changes in value based on changes in market interest rates or
changes in the issuer's creditworthiness.
 
                                       10
<PAGE>
    No Portfolio may purchase a variable or floating rate security whose
interest rate is adjusted based on a long-term interest rate or index, on more
than one interest rate or index, or on an interest rate or index that materially
lags behind short-term market rates (these prohibited securities are often
referred to as "derivative" securities). All variable and floating rate
securities purchased by a Portfolio will have an interest rate that is adjusted
based on a single short-term rate or index, such as the Prime Rate.
 
    FINANCIAL INSTITUTION GUIDELINES.  Treasury Cash Portfolio and Government
Cash Portfolio invests only in instruments which, if held directly by a bank or
bank holding company organized under the laws of the United States or any state
thereof, would be assigned to a risk-weight category of no more than 20% under
the current risk based capital guidelines adopted by the Federal bank
regulators. These Portfolios do not intend to hold in their portfolio any
securities or instruments that would be subject to restriction as to amount held
by a national bank under Title 12, Section 24 (Seventh) of the United States
Code. In addition, these Portfolios limit their investments to those permissible
for Federally chartered credit unions under applicable provisions of the Federal
Credit Union Act and the applicable rules and regulations of the National Credit
Union Administration. Government Cash Portfolio limits its investments to
investments that are legally permissible for Federally chartered savings
associations without limit as to percentage and to investments that permit Fund
shares to qualify as liquid assets and as short-term liquid assets.
 
4. MANAGEMENT
 
    The business of the Trust is managed under the direction of the Board and
the business of Core Trust is managed under the direction the Core Trust Board.
The Board formulates the general policies of the Funds and meets periodically to
review the results of the Funds, monitor investment activities and practices and
discuss other matters affecting the Funds and the Trust. The Core Trust Board
performs similar functions for the Portfolios and Core Trust. The SAI contains
general background information about the trustees and officers of the Trust and
Core Trust.
 
ADMINISTRATION AND DISTRIBUTION
 
    Subject to the supervision of the Board, FAS supervises the overall
management of the Trust, including overseeing the Trust's receipt of services,
advising the Trust and the Trustees on matters concerning the Trust and its
affairs, and providing the Trust with general office facilities and certain
persons to serve as officers. For these services and facilities, FAS receives a
fee at an annual rate of 0.05% of the daily net assets of each Fund. FAS also
serves as administrator of the Portfolios and provides administrative services
for each Portfolio that are similar to those provided to the Funds. For its
administrative services to the Portfolios, FAS receives a fee at an annual rate
of 0.05% of the average daily net assets of each Portfolio. Forum Accounting
Services, LLC ("Forum Accounting") performs portfolio accounting services for
the Funds and Portfolios pursuant to agreements with the Trust and Core Trust
and is paid a separate fee for these services.
 
    FFSI acts as the agent of the Trust in connection with the offering of
shares of the Funds. FFSI is a registered broker-dealer and is a member of the
National Association of Securities Dealers, Inc. In order to facilitate the
distribution of Investor Shares, the Trust has adopted a plan of distribution
(the "Plan") pursuant to Rule 12b-1 under the 1940 Act with respect to each
Fund's Investor Shares. Under the Plan, FFSI receives a fee at an annual rate of
0.15% of the average daily net assets of each Fund attributable to Investor
Shares as compensation for FFSI's services as distributor. From this amount,
FFSI may make payments to various financial institutions, including
broker-dealers, banks and trust companies as compensation for services or
reimbursement of expenses in connection with the distribution of shares or the
provision
 
                                       11
<PAGE>
of various shareholder services. If the distribution related expenses of FFSI
exceed its Rule 12b-1 fees for any Fund, the Fund will not be obligated to pay
FFSI an additional amount and if FFSI's distribution related expenses are less
than its Rule 12b-1 fees, FFSI will realize a profit.
 
    FAS, FFSI, Forum Advisors, Forum Accounting and the Transfer Agent are
members of the Forum Financial Group of companies and together provide a full
range of services to the investment company and financial services industry. As
of the date of this Prospectus, each of these companies was controlled by John
Y. Keffer, President and Chairman of the Trust, and FAS and FFSI provided
administration services to registered investment companies with assets of
approximately $30 billion.
 
   
INVESTMENT ADVISER
    
 
   
    Subject to the general supervision of the Core Trust Board, Forum Advisors
makes investment decisions for each Portfolio and monitors the Portfolios'
investments. Forum Advisors, which is located at Two Portland Square, Portland,
Maine 04101, provides investment advisory services to five other mutual funds.
Anthony R. Fischer, Jr. is primarily responsible for the day to day management
of each Portfolio.
    
 
   
    For its services, Forum Advisors receives an advisory fee at an annual rate
of 0.05% of Treasury Portfolio's and Municipal Cash Portfolio's average daily
net assets. For services provided to each of Treasury Cash Portfolio, Government
Cash Portfolio and Cash Portfolio, Forum Advisors receives an advisory fee based
upon the total average daily net assets of those Portfolios ("Total Portfolio
Assets"). Forum Advisors' fee is calculated at an annual rate on a cumulative
basis as follows: 0.06% of the first $200 million of Total Portfolio Assets,
0.04% of the next $300 million of Total Portfolio Assets, and 0.03% of the
remaining Total Portfolio Assets. A Fund's expenses include the Fund's pro rata
portion of the advisory fee paid by the corresponding Portfolio.
    
 
SHAREHOLDER SERVICING
 
    TRANSFER AND DIVIDEND DISBURSING AGENT. Shareholder inquiries and
communications concerning the Funds may be directed to the Transfer Agent at the
address and telephone numbers on the first page of this Prospectus. The Transfer
Agent maintains an account for each shareholder of the Funds (unless such
accounts are maintained by sub-transfer agents or processing agents) and
performs other transfer agency and related functions. The Transfer Agent is
authorized to subcontract any or all of its functions to one or more qualified
sub-transfer agents or processing agents, which may be its affiliates, who agree
to comply with the terms of the Transfer Agent's agreement with the Trust. The
Transfer Agent may pay those agents for their services, but no such payment will
increase the Transfer Agent's compensation from the Trust. For its services, the
Transfer Agent is paid a transfer agent fee at an annual rate of 0.25% of the
average daily net assets of each Fund attributable to Investor Shares plus
$12,000 per year for each Fund and certain account and additional class charges
and is reimbursed for certain expenses incurred on behalf of the Funds.
 
    SHAREHOLDER SERVICE AGENTS.  The Trust has adopted a shareholder service
plan ("Shareholder Service Plan") which provides that, as compensation for FAS's
service activities with respect to the Investor Shares, the Trust shall pay FAS
a fee at an annual rate of 0.25% of the average daily net assets attributable to
Investor Shares. FAS is authorized to enter into shareholder servicing
agreements pursuant to which a shareholder servicing agent, on behalf of its
customers, performs certain shareholder services not otherwise provided by the
Transfer Agent. As compensation for its services, the shareholder servicing
agent is paid a fee by FAS of up to 0.25% of the average daily net assets of
Investor Shares owned by investors for which the shareholder service agent
maintains a servicing relationship. Certain shareholder servicing agents may be
subtransfer or processing agents.
 
                                       12
<PAGE>
    Among the services provided by shareholder servicing agents are answering
customer inquiries regarding the manner in which purchases, exchanges and
redemptions of shares of the Trust may be effected and other matters pertaining
to the Trust's services; providing necessary personnel and facilities to
establish and maintain shareholder accounts and records; assisting shareholders
in arranging for processing purchase, exchange and redemption transactions;
arranging for the wiring of funds; guaranteeing shareholder signatures in
connection with redemption orders and transfers and changes in
shareholder-designated accounts; integrating periodic statements with other
customer transactions; and providing such other related services as the
shareholder may request.
 
EXPENSES OF THE FUNDS
 
    Each Fund's expenses comprise Trust expenses attributable to the Fund, which
are charged to the Fund, and expenses not attributable to a particular fund of
the Trust, which are allocated among the Fund and all other funds of the Trust
in proportion to their average net assets. Each service provider in its sole
discretion may elect to waive (or continue to waive) all or any portion of its
fees, which are accrued daily and paid monthly, and may reimburse a Fund for
certain expenses. Any such waivers or reimbursements would have the effect of
increasing a Fund's performance for the period during which the waiver was in
effect and would not be recouped at a later date.
    Each Fund's expenses include the service fees described in this Prospectus,
the fees and expenses of the Board, applicable insurance and bonding expenses
and state and SEC registration fees. Each Fund bears its pro rata portion of the
expenses of the Portfolio in which it invests along with all other investors in
the Portfolio.
 
5. PURCHASES AND REDEMPTIONS OF SHARES
 
GENERAL INFORMATION
 
    All transactions in Fund shares are effected through the Transfer Agent,
which accepts orders for purchases and redemptions from shareholders of record
and new investors. 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 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 receipt of an order in proper form, on each Fund Business
Day. Fund shares are issued immediately after an order for the shares in proper
form, accompanied by funds on deposit at a Federal Reserve Bank ("Federal
Funds"), is accepted by the Transfer Agent. Each Fund's net asset value is
calculated at 4:00 p.m., Eastern Time.
 
    Fund shares become entitled to receive distributions on the day the purchase
order is accepted if the order and payment are received by the Transfer Agent as
follows:
 
<TABLE>
<CAPTION>
                               Order        Payment
                              Must be       Must be
                            Received by   Received by
                            ------------  ------------
<S>                         <C>           <C>
Daily Assets Treasury Fund
 and Daily Assets
 Tax-Exempt Fund..........  12:00 p.m.,   4:00 p.m.,
                            Eastern Time  Eastern Time
All other Funds...........  2:00 p.m.,    4:00 p.m.,
                            Eastern Time  Eastern Time
</TABLE>
 
    If a purchase order is transmitted to the Transfer Agent (or the wire is
received) after the times listed above, the investor will not receive a
distribution on that day. On days that the New York Stock Exchange or Federal
Reserve Bank of San Francisco (Boston in the case of Daily Assets Treasury
 
                                       13
<PAGE>
Fund and Daily Assets Tax-Exempt Fund) closes early or the Public Securities
Association recommends that the government securities markets close early, the
Trust may advance the time by which the Transfer Agent must receive completed
wire purchase orders and the cut-off times set forth above.
 
    Each Fund reserves the right to reject any subscription for the purchase of
Fund shares. Stock certificates are issued only to shareholders of record upon
their written request and no certificates are issued for fractional shares.
 
    REDEMPTIONS.  Fund shares may be redeemed without charge at their net asset
value 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 receipt 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 distributions declared on or after the day on which the
redemption becomes effective.
 
    For wire redemption orders received after 12:00 p.m., Eastern time, in the
case of Daily Assets Treasury Fund and Daily Assets Tax-Exempt Fund, and after
2:00 p.m., Eastern Time, in the case of each other Fund, the Transfer Agent will
wire proceeds the next Fund Business Day. On days that the New York Stock
Exchange or Federal Reserve Bank of San Francisco (Boston in the case of Daily
Assets Treasury Fund and Daily Assets Tax-Exempt Fund) closes early or the
Public Securities Association recommends that the government securities markets
close early, the Trust may advance the time by which the Transfer Agent must
receive completed wire redemption orders.
 
    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 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
$5,000.
 
                                       14
<PAGE>
PURCHASE AND REDEMPTION PROCEDURES
 
    Investors may open an account by completing the application at the back of
this Prospectus or by contacting the Transfer Agent at the address on the first
page of this Prospectus. To request 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 the
Transfer Agent.
 
INITIAL PURCHASE OF SHARES
 
    There is a $10,000 minimum for initial investments in each Fund ($2,000 for
individual retirement accounts, $2,500 for exchanges).
 
    BY MAIL.  Investors may send a check made payable to the Trust along with a
completed account application to the Transfer Agent. Checks are accepted at full
value subject to collection. Payment by a check drawn on any member of the
Federal Reserve System can normally be converted into Federal Funds within two
business days after receipt of the check. Checks drawn on some non-member banks
may take longer.
 
    For individual or Uniform Gift to Minors Act accounts, the check or money
order used to purchase shares of a Fund must be made payable to "Forum Funds" or
to one or more owners of that account and endorsed to Forum Funds. For
corporation, partnership, trust, 401(k) plan or other non-individual type
accounts, the check used to purchase shares of a Fund must be made payable on
its face to "Forum Funds." No other method of payment by check will be accepted.
All purchases must be paid in U.S. dollars; checks must be drawn on U.S. banks.
Payment by Traveler's Checks is prohibited.
 
    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 the
Trust at 800-94FORUM (800-943-6786) or (207) 879-0001 to obtain an account
number. The investor should then instruct a bank to wire the investor's money
immediately to:
 
    BankBoston
    Boston, Massachusetts
    ABA# 011000390
    For Credit To: Forum Financial Corp.
    Account #: 541-54171
        Re: [Name of Fund] - Investor Shares
         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.
 
    THROUGH FINANCIAL INSTITUTIONS.  Shares may be purchased and redeemed
through certain broker-dealers, banks or other financial institutions
("Processing Organizations"), including affiliates of the Transfer Agent.
Processing Organizations may charge their customers a fee for their services and
are responsible for promptly transmitting purchase, redemption and other
requests to a Fund. The Trust is not responsible for the failure of any
Processing Organization to promptly forward these requests.
 
    Investors who purchase or redeem shares in this manner will be subject to
the procedures of their Processing Organization, which may include charges,
limitations, investment minimums, cutoff times and restrictions in addition to,
or different from, those applicable to shareholders who invest in a Fund
directly. These investors should acquaint themselves with their institution's
procedures and should read this Prospectus in conjunction with any materials and
information provided by their institution. Investors who purchase Fund shares
through a Processing Organization may or may not be the shareholder of record
and, subject to their
 
                                       15
<PAGE>
institution's and the Fund's procedures, may have Fund shares transferred into
their name. Certain Processing Organizations may enter purchase orders with
payment to follow.
 
    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.
 
SUBSEQUENT PURCHASES OF SHARES
 
    There is a $500 minimum for subsequent purchases. Subsequent purchases may
be made by mailing a check, by sending a bank wire or through a financial
institution as indicated above. Shareholders using the wire system for purchase
should first telephone the Trust at 800-94FORUM (800-943-6786) or (207) 879-0001
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, preselected 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
the Fund monthly or quarterly. Shareholders may terminate their automatic
investments or change the amount to be invested at any time by written
notification to the Transfer Agent.
 
REDEMPTION OF SHARES
 
    Shareholders who 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 days 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 the Transfer Agent accompanied by any stock certificate that
may have been issued to the shareholder. All written requests for redemption
must be signed by the shareholder with signature guaranteed and all certificates
submitted for redemption must be endorsed by the shareholder with signature
guaranteed.
 
    BY TELEPHONE.  A shareholder who has elected telephone redemption privileges
may make a telephone redemption request by calling the Transfer Agent at
800-94FORUM (800-943-6786) or (207) 879-0001 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 who has
elected wire redemption privileges may request the 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 the redemption
request in proper form is received by the Transfer Agent.
 
    AUTOMATIC REDEMPTIONS.  Shareholders may redeem Fund shares at regular,
preselected 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
 
                                       16
<PAGE>
their account monthly or quarterly. Shareholders may terminate their automatic
redemptions or change the amount to be redeemed at any time by written
notification to the Transfer Agent.
 
    OTHER REDEMPTION MATTERS.  To protect shareholders and the Funds against
fraud, signatures on certain requests must have a signature guarantee. Requests
must be made in writing and include a signature guarantee for any of the
following transactions: (1) any endorsement on a stock certificate; (2) written
instruction to redeem Shares whose value exceeds $50,000; (3) instructions to
change a shareholder's record name; (4) redemption in an account in which the
account address or account registration has changed within the last 30 days; (5)
the proceeds are not being sent to the address of record, preauthorized bank
account, or preauthorized brokerage firm account; (6) proceeds are to be paid to
someone other than the registered owners or to an account with a different
registration; (7) change of 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 acceptable
to the Transfer Agent, including a bank, a broker, a dealer, a national
securities exchange, a credit union, or a savings association that is authorized
to guarantee signatures. Whenever a signature guarantee is required, the
signature of each person required to sign for the account must be guaranteed. A
notarized signature is not sufficient.
 
    The Transfer Agent will deem a shareholder's account "lost" if
correspondence to the shareholder's address of record is returned as
undeliverable, 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 fund of the
Trust or any other mutual fund administered by FAS that participates with the
Funds in the exchange program (currently, Sound Shore Fund, Inc. and CRM Small
Cap Value Fund). Exchanges are subject to the fees charged by, and the
restrictions listed in the prospectus for, the fund into which a shareholder is
exchanging, including minimum investment requirements. The minimum amount
required to open an account in a Fund through an exchange from another fund
(other than the Funds) is $2,500. The Funds do not charge for exchanges, and
there is currently no limit on the number of exchanges a shareholder may make,
but each Fund reserves the right to limit excessive exchanges by any
shareholder. See "Additional Purchase and Redemption Information" in the SAI.
 
    Exchanges may only be made between accounts registered in the same name. 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 new account. Shareholders may only exchange into a fund if
that fund's shares may legally be sold in the shareholder's state of residence.
 
    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.
Accordingly, a shareholder may realize a capital gain or loss with respect to
the shares redeemed. 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.
 
                                       17
<PAGE>
    If a shareholder exchanges into a fund that imposes a sales charge, that
shareholder is required to pay the difference between that fund's sales charge
and any sales charge the shareholder has previously paid in connection with the
shares being exchanged. For example, if a shareholder paid a 2% sales charge in
connection with the purchase of the shares of a fund and then exchanged those
shares into another fund with a 3% sales charge, that shareholder would pay an
additional 1% sales charge on the exchange. Shares acquired through the
reinvestment of dividends and distributions are deemed to have been acquired
with a sales charge rate equal to that paid on the shares on which the dividend
or distribution was paid. The exchange privilege may be modified materially or
terminated by the Trust at any time upon 60 days' notice to shareholders.
 
    BY MAIL.  Exchanges may be accomplished by written instruction to the
Transfer Agent accompanied by any stock certificate that may have been issued to
the shareholder. All written requests for exchanges must be signed by the
shareholder (a signature guarantee is not required) and all certificates
submitted for exchange must be endorsed by the shareholder with signature
guaranteed.
 
    BY TELEPHONE.  Exchanges may be accomplished by telephone by any shareholder
who has elected telephone exchange privileges by calling the Transfer Agent at
800-94FORUM (800-943-6786) or (207) 879-0001 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
 
    Each Fund (other than Daily Assets Tax-Exempt Fund) may be a suitable
investment vehicle for part or all of the assets held in individual retirement
accounts ("IRAs"). The minimum initial investment for IRAs is $2,000, and the
minimum subsequent investment is $500. There are limits on the amount of
tax-deductible contributions individuals may make into the various types of
IRAs. Individuals should consult their tax advisers with respect to their
specific tax situations as well as with respect to state and local taxes and
read any materials supplied by the Funds concerning Fund sponsored IRAs.
 
6. DISTRIBUTIONS AND TAX MATTERS
 
DISTRIBUTIONS
 
    Distributions of each Fund's net investment income are declared daily and
paid monthly following the close of the last Fund Business Day of the month.
Each type of net capital gain realized by a Fund, if any, will be distributed
annually. Shareholders may choose to have all distributions reinvested in
additional shares of the Fund or received in cash. In addition, shareholders may
have all distributions of net capital gain reinvested in additional shares of
the Fund and distributions of net investment income paid in cash. All
distributions are treated in the same manner for Federal income tax purposes
whether received in cash or reinvested in shares of the Fund.
 
    All distributions will be reinvested at the Fund's net asset value as of the
payment date of the dividend. All distributions are reinvested unless another
option is selected. All distributions not reinvested will be paid to the
shareholder in cash and may be paid more than seven days following the date on
which distribution would otherwise be reinvested.
 
TAXES
 
    Tax Status of the Funds. Each Fund intends to qualify or continue to qualify
to be taxed as a "regulated investment company" under the Internal Revenue Code
of 1986, as amended. Accordingly, no Fund will be liable for Federal income
taxes on
 
                                       18
<PAGE>
the net investment income and capital gain distributed to its shareholders.
Because each Fund intends to distribute all of its net investment income and net
capital gain each year, the Funds should also avoid Federal excise taxes.
 
    Distributions paid by each Fund out of its net investment income (including
realized net short-term capital gain) are taxable to the shareholders of the
Fund as ordinary income. Two different tax rates apply to net capital gain -
that is, the excess of net gain from capital assets held for more than one year
over net losses from capital assets held for not more than one year. One rate
(generally 28%) applies to net gain on capital assets held for more than one
year but not more than 18 months and a second rate (generally 20%) applies to
the balance of such net capital gains. Distributions of net capital gain will be
taxable to shareholders as such, regardless of how long a shareholder has held
shares in the Fund.
 
    THE PORTFOLIOS.  The Portfolios are not required to pay Federal income taxes
on their net investment income and capital gain, as they are treated as
partnerships for Federal income tax purposes. All interest, dividends and gains
and losses of a Portfolio are deemed to have been "passed through" to the
respective Fund in proportion to the Fund's holdings of the Portfolio,
regardless of whether such interest, dividends or gains have been distributed by
the Portfolio.
 
    DAILY ASSETS TAX-EXEMPT FUND.  Distributions paid by Daily Assets Tax-Exempt
Fund out of federally tax-exempt interest income earned by the Fund
("exempt-interest dividends") generally will not be subject to federal income
tax in the hands of the Fund's shareholders. Substantially all of the
distributions paid by the Fund are anticipated to be exempt-interest dividends.
Persons who are "substantial users" or "related persons" thereof of facilities
financed by private activity securities held by the Fund, however, may be
subject to federal income tax on their pro rata share of the interest income
from those securities and should consult their tax advisers before purchasing
Shares. Exempt-interest dividends are included in the "adjusted current
earnings" of corporations for purposes of the AMT.
 
    Interest on indebtedness incurred by shareholders to purchase or carry
shares of the Fund generally is not deductible for federal income tax purposes.
Under rules for determining when borrowed funds are used for purchasing or
carrying particular assets, shares of the Fund may be considered to have been
purchased or carried with borrowed funds even though those funds are not
directly linked to the shares.
 
    The income from the Municipal Cash Portfolio's investments may be subject to
the AMT. Interest on certain municipal securities issued to finance "private
activities" ("private activity securities") is a "tax preference item" for
purposes of the AMT applicable to certain individuals and corporations even
though such interest will continue to be fully tax-exempt for regular federal
income tax purposes. The Portfolio may purchase private activity securities, the
interest on which may constitute a "tax preference item" for purposes of the
AMT.
 
    STATE AND LOCAL TAXES.  Daily Assets Treasury Fund's investment policies are
structured to provide shareholders, to the extent permissible by Federal and
state law, with income that is exempt or excluded from income taxation at the
state and local level. Many states (by statute, judicial decision or
administrative action) do not tax dividends from a regulated investment company
that are attributable to interest on obligations of the U.S. Treasury and
certain U.S. Government agencies and instrumentalities if the interest on those
obligations would not be taxable to a shareholder that held the obligation
directly. As a result, substantially all distributions paid by the Fund to
shareholders residing in certain states will be exempt or excluded from state
income taxes. A portion of the distributions paid by the other Funds to
shareholders may be exempt or excluded from state income
 
                                       19
<PAGE>
taxes, but these Funds are not managed to provide any specific amount of state
tax-free income to shareholders.
 
    The exemption for federal income tax purposes of distributions derived from
interest on municipal securities does not necessarily result in an exemption
under the income or other tax laws of any state or local taxing authority.
Shareholders of Daily Assets Tax-Exempt Fund may be exempt from state and local
taxes on distributions of tax-exempt interest income derived from obligations of
the state and/or municipalities of the state in which they reside but may be
subject to tax on income derived from the municipal securities of other
jurisdictions.
 
    Shareholders are advised to consult with their tax advisers concerning the
application of state and local taxes to investments in a Fund which may differ
from the federal income tax consequences described above.
 
    GENERAL.  Each Fund may be required by Federal law to withhold 31% of
reportable payments (which may include taxable 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 a Fund is correct and
that the shareholder is not subject to backup withholding.
 
    Each Fund must include a portion of the original issue discount of
zero-coupon securities, if any, as income even though these securities do not
pay any interest until maturity. Because each Fund distributes all of its net
investment income, a Fund may have to sell portfolio securities to distribute
imputed income, which may occur at a time when the investment adviser would not
have chosen to sell such securities and which may result in a taxable gain or
loss.
 
    Shortly after the close of each year, a statement is sent to each
shareholder of the Funds advising the shareholder of the portions of total
distributions paid to the shareholder that is (i) derived from each type of
obligation in which a Fund has invested, (ii) derived from the obligations of
issuers in the various states and (iii) exempt from federal income taxes. These
portions are determined for the entire year and on a monthly basis and, thus,
are an annual or monthly average, rather than a day-by-day determination for
each shareholder.
 
    The foregoing is only a summary of some of the important Federal and state
tax considerations generally affecting the Funds and their shareholders. There
may be other Federal, state or local tax considerations applicable to a
particular investor. Prospective investors are urged to consult their tax
advisors.
 
7. OTHER INFORMATION
 
PERFORMANCE INFORMATION
 
    Investor Shares' performance may be advertised. All performance information
is based on historical results, is not intended to indicate future performance
and, unless otherwise indicated, is net of all expenses. The Funds may advertise
yield, which shows the rate of income a Fund has earned on its investments as a
percentage of the Fund's share price. To calculate yield, a Fund takes the
interest income it earned from its portfolio of investments for a specified
period (net of expenses), divides it by the average number of shares entitled to
receive distributions, and expresses the result as an annualized percentage rate
based on the Fund's share price at the end of the period. A Fund's compounded
annualized yield assumes the reinvestment of distributions paid by the Fund,
and, therefore will be somewhat higher than the annualized yield for the same
period. A Fund may also quote tax-equivalent yields, which show the taxable
yields a shareholder would have to earn to equal the Fund's tax-free yield,
after taxes. A tax-equivalent yield is calculated by dividing the Fund's tax-
 
                                       20
<PAGE>
free yield by one minus a stated federal, state or combined federal and state
tax rate. Each class' performance will vary.
 
    The Funds' advertisements may also reference ratings and rankings among
similar funds by independent evaluators such as Morningstar, Lipper Analytical
Services, Inc. or IBC Financial Data, 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 rankings. This material is 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 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.
 
DETERMINATION OF NET ASSET VALUE
 
    The Trust determines the net asset value per share of 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 (the value of its interest in the Portfolio and other assets
less its liabilities) by the number of shares outstanding at the time the
determination is made. In order to more easily maintain a stable net asset value
per share, each Portfolio's portfolio securities are valued at their amortized
cost (acquisition cost adjusted for amortization of premium or accretion of
discount) in accordance with Rule 2a-7. The Portfolios will only value their
portfolio securities using this method if the Core Trust Board believes that it
fairly reflects the market-based net asset value per share. The Portfolios'
other assets, if any, are valued at fair value by or under the direction of the
Core Trust Board.
 
THE TRUST AND ITS SHARES
 
    The Trust is registered with the SEC as an open-end, management investment
company and was organized as a business trust under the laws of the State of
Delaware on August 29, 1995. On January 5, 1996 the Trust succeeded to the
assets and liabilities of Forum Funds, Inc., which was incorporated in 1980. The
Board has the authority to issue an unlimited number of shares of beneficial
interest of separate series with no par value per share and to create classes of
shares within each series. There are currently sixteen series of the Trust.
 
    Each share of each fund of the Trust and each class of shares has equal
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 fund or class, except if the matter affects only one
fund or class or voting by fund or class is required by law, in which case
shares will be voted separately by fund 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 (and Trustees) 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
 
                                       21
<PAGE>
value, at the option of the shareholders. A shareholder in a fund is entitled to
the shareholder's pro rata share of all 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 shares
of a Fund. Accordingly, those shareholders may be able to greatly affect (if not
determine) the outcome of any shareholder vote. As of the date hereof, due to
initial investment in Daily Assets Treasury Obligations Fund, Daily Assets
Government Fund and Daily Assets Tax-Exempt Fund, prior to the public offering
of shares, FAS may be deemed to control those Funds.
 
FUND STRUCTURE
 
    OTHER CLASSES OF SHARES.  In addition to Investor Shares, each Fund may
create and issue shares of other classes of securities. Each Fund currently has
two other classes of shares authorized, Institutional Shares and Institutional
Service Shares. Institutional Shares have an investment minimum of $1,000,000.
Institutional Service Shares are offered solely through banks, trust companies
and certain other financial institutions, and their affiliates and
correspondents, for investment of their funds or funds for which they act in a
fiduciary, agency or custodial capacity. Institutional Shares and Institutional
Service Shares incur less expenses than Investor Shares. See, "Additional
Information" below. Except for certain differences, each share of each class
represents an undivided, proportionate interest in a Fund. Each share of each
Fund is entitled to participate equally in distributions and the proceeds of any
liquidation of that Fund except that, due to the differing expenses borne by the
various classes, the amount of distributions will differ among the classes.
 
    CORE TRUST STRUCTURE.  Each Fund invests all of its assets in its
corresponding Portfolio of Core Trust, a business trust organized under the laws
of the State of Delaware in September 1994 and registered under the 1940 Act as
an open-end, management investment company. Accordingly, a Portfolio directly
acquires its own securities and its corresponding Fund acquires an indirect
interest in those securities. The assets of each Portfolio belong only to, and
the liabilities of the Portfolio are borne solely by, the Portfolio and no other
portfolio of Core Trust. Upon liquidation of a Portfolio, investors in the
Portfolio would be entitled to share pro rata in the net assets of the Portfolio
available for distribution to investors.
 
    THE PORTFOLIOS.  A Fund's investment in a Portfolio is in the form of a
non-transferable beneficial interest. As of the date of this Prospectus, Daily
Assets Treasury Fund and Daily Assets Tax-Exempt Fund are the only investors
(other than FAS or its affiliates) that have invested in Treasury Portfolio and
Municipal Cash Portfolio, respectively. Each of the other Portfolios has another
investor besides the Funds (and FAS and its affiliates). All investors in a
Portfolio invest on the same terms and conditions as the Funds and will pay a
proportionate share of the Portfolio's expenses. The Portfolios normally will
not hold meetings of investors except as required by the 1940 Act. Each investor
in a Portfolio is entitled to vote in proportion to the relative value of its
interest in the Portfolio. On most issues subject to a vote of investors, as
required by the 1940 Act and other applicable law, a Fund will solicit proxies
from shareholders of the Fund and will vote its interest in a Portfolio in
proportion to the votes cast by its shareholders. There can be no assurance that
any issue that receives a majority of the votes cast by a Fund's shareholders
will receive a majority of votes cast by all investors in the Portfolio.
 
    CONSIDERATIONS OF INVESTING IN A PORTFOLIO.  A Fund's investment in a
Portfolio may be affected by the actions of other large investors in the
Portfolio, if any. If a large investor other than a Fund redeemed its interest
in a Portfolio, the Portfolio's remaining investors (including the Fund) might,
as
 
                                       22
<PAGE>
a result, experience higher pro rata operating expenses, thereby producing lower
returns. A Fund may withdraw its entire investment from a Portfolio at any time,
if the Board determines that it is in the best interests of the Fund and its
shareholders to do so. The Fund might withdraw, for example, if other investors
in the Portfolio, by a vote of shareholders, changed the investment objective or
policies of the Portfolio in a manner not acceptable to the Board or not
permissible by the Fund. A withdrawal could result in a distribution in kind of
portfolio securities (as opposed to a cash distribution) by the Portfolio. If
the Fund decided to convert those securities to cash, it usually would incur
transaction costs. If the Fund withdrew its investment from the Portfolio, the
Board would consider what action might be taken, including the management of the
Fund's assets in accordance with its investment objective and policies by the
investment adviser to the Portfolio or the investment of all of the Fund's
investable assets in another pooled investment entity having substantially the
same investment objective as the Fund. The inability of the Fund to find a
suitable replacement investment, in the event the Board decided not to permit
the Portfolio's investment adviser to manage the Fund's assets, could have a
significant impact on shareholders of the Fund.
 
    ADDITIONAL INFORMATION.  Each class of a Fund (and any other investment
company that invests in a Portfolio) may have a different expense ratio and
different sales charges, including distribution fees, and each class' (and
investment company's) performance will be affected by its expenses and sales
charges. For more information on any other class of shares of the Funds or
concerning any other investment companies that invest in a Portfolio, investors
may contact FFSI at 207-879-1900. If an investor invests through a financial
institution, the investor may also contact their financial institution to obtain
information about the other classes or any other investment company investing in
a Portfolio.
 
    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 THE FUNDS'
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.
 
                                       23
<PAGE>

                                     FORUM FUNDS
                                   INVESTOR SHARES
<TABLE>
<CAPTION>

<S><C>
[LOGO] ACCOUNT APPLICATION                     ACCOUNT NUMBER ______________________
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1.   INITIAL INVESTMENT ($10,000 minimum)  
- ---------------------------------------------------------------------------------------------------------------------------------
/ /       Check enclosed for $______________________________               / /  Daily Assets Treasury Fund
/ /       I have telephoned the transfer agent to make wire                / /  Daily Assets Treasury Obligation Fund
          arrangements (see instructions on reverse).                      / /  Daily Assets Government Fund
/ /       My initial investment wire is $___________________               / /  Daily Assets Cash Fund
                                                                           / /  Daily Assets Tax-Exempt Fund
- ---------------------------------------------------------------------------------------------------------------------------------
2.        REGISTRATION (please print)
- ---------------------------------------------------------------------------------------------------------------------------------
/ /       INDIVIDUALS

          -------------------------------------------------------------     -----------------------------------------------------
          Investor's Name                                                   Social Security Number

          ------------------------------------------------------------      -----------------------------------------------------
          Joint Investor's Name (right of survivorship presumed unless      Social Security Number
          tenancy in common is indicated)

/ /       GIFTS TO MINORS       

          ______________________________________________  as custodian for ______________________________________________________
          Custodian's Name (only one permitted)                             Minor's Name (only one permitted)

          under the ____________________ Uniform Gifts to Minors Act ______________________   ___________________________________
                          State                                      Minor's Date of Birth     Minor's Social Security Number

/ /       CORPORATIONS, PARTNERSHIPS & OTHERS (additional documentation required for investors in any representative capacity)

          _____________________________________________________________    ______________________________________________________
          Name of Entity (indicate type of business, e.g., partnership)                Taxpayer Identification Number

/ /       TRUSTS (including corporate pension plans)

          __________________________________________________ as trustee(s) for  _________________________________________________
          Trustee(s) Name(s)                                                                Name of Trust

          ___________________________________________________          __________________________________________________________
          Full date of trust instrument                                                Taxpayer Identification Number

- ---------------------------------------------------------------------------------------------------------------------------------
3.        ADDRESS
- ---------------------------------------------------------------------------------------------------------------------------------
          CITIZENSHIP: / /  U.S. /  /  RESIDENT ALIEN   /   / NON-RESIDENT ALIEN ________________________________________________
                                                                                                       Country

          _______________________________________________________________________________________________________________________
          Number and Street  

          _______________________________________________________________________________________________________________________
          City                                                         State                               Zip Code

          _____________________________________________  __________________________________     _________________________________
          Contact Person                                         Telephone (Day)                         Telephone (Evening)

- ---------------------------------------------------------------------------------------------------------------------------------
4.        TELEPHONE AND WIRE REDEMPTION PRIVILEGES (subject to the terms set forth in the Prospectus)
- ---------------------------------------------------------------------------------------------------------------------------------
/ /       Telephone Redemption/Exchange Privilege
          The Fund and Forum Financial Corp. ("Forum") are hereby authorized to honor verbal instructions for the (i)
          redemption of any and all Fund shares held in the undersigned's account provided that proceeds are mailed to the
          shareholders address of record or to the bank account indicated below and (ii) exchange of Fund shares into
          another account. The Fund and Forum are authorized to honor any verbal instructions for purposes of redemption
          or exchange purporting to be from the shareholder and believed by the Fund or Forum to be genuine, and neither
          the Fund nor Forum shall be liable for any loss, cost or expense for acting upon such instructions. 
/ /       Wire Redemption Privilege
          The Fund and Forum are authorized to honor written instructions with signature guaranteed or, if Telephone Redemption
          Privileges are elected, verbal instructions, to redeem any and all Fund shares held in the undersigned's account provided
          that the proceeds are transmitted to the bank account indicated below. Complete the following if either privilege is
          elected: 

          ____________________________________________________________                   ________________________________________
          Name of Bank (attach a voided check or deposit slip)                                        Account Number

          ____________________________________________________________                  _________________________________________
          Address and Branch of Bank                                                                        ABA #
</TABLE>
 
<PAGE>

ACCOUNT APPLICATION (CONTINUED)
- -------------------------------------------------------------------------------
5.  DIVIDEND AND CAPITAL GAIN DISTRIBUTION PAYMENT OPTIONS (check one)
- -------------------------------------------------------------------------------
/ /      Full Reinvestment: Reinvest all income dividends and capital gain
         distributions when paid. 
/ /      Capital Gain Reinvestment: Reinvest capital gain distributions when
         paid; pay income dividends in cash. 
/ /      Cash: Pay all income dividends and capital gain distributions in cash.

(Note: If none of the above boxes are checked, shareholders are assigned the
Full Reinvestment option.) 

- -------------------------------------------------------------------------------
6.  DUPLICATE STATEMENT ADDRESS (optional)  
- -------------------------------------------------------------------------------

    ___________________________________________________________________________
    Company Name                         Contact Person

    ___________________________________________________________________________
    Number and Street
 
    ___________________________________________________________________________
    City                                 State                 Zip Code

    ___________________________________  ______________________________________
    Telephone (Day)                      Telephone (Evening)

- -------------------------------------------------------------------------------
7.  DEALER INFORMATION (for broker/dealer use only)
- -------------------------------------------------------------------------------

    ___________________________________________________________________________
    Firm Name                            NSCC Code

    ___________________________________________________________________________
    Representative's Name                Representative's #

    ___________________________________________________________________________
    Branch Address                       Branch Code 

    ___________________________________________________________________________
    Dealer's Authorized Signature        Source of Business Code


- -------------------------------------------------------------------------------
8.  SIGNATURE
- -------------------------------------------------------------------------------
I am (We are) of legal age in the state of my (our) residence and wish to
purchase shares of the Fund(s) indicated as described in the current Prospectus
(a copy of which I (we) have received). By the execution of this Account
Application, the undersigned represent(s) and warrant(s) that I (we) have full
right, power and authority to make this investment and the undersigned is (are)
duly authorized to sign this Account Application and to purchase or redeem
shares of the Fund on behalf of the Investor. 


         ______________________________________________________________________
         Signature of Investor/Custodian Trustee         Date

         ______________________________________________________________________
         Signature of Joint Investor/Co-Trustee          Date

         ______________________________________________________________________
         Corporate Officer (Name)                        Title

         ______________________________________________________________________
         Signature of Corporate Officer                  Title

    
TAXPAYER IDENTIFICATION NUMBER CERTIFICATION 
(check appropriate box, if applicable). 
Under the penalties of perjury, I certify:

/ /     That the number shown on this form is my correct taxpayer
        identification number and that I am not subject to backup 
        withholding because (a) I am exempt from backup withholding,
        (b) I have not been notified by the Internal Revenue Service
        ("IRS") that I am subject to backup withholding as a result of
        a failure to report all interest or dividends, or (c) the IRS 
        has notified me that I am no longer subject to backup withholding. 
/ /     That I have not provided a taxpayer identification number because I
        have not been issued a number, but I have applied for one or will do
        so in the near future. I understand that if I do not provide my number
        to the Fund within 60 days, the Fund will be required to begin backup
        withholding. 

         ______________________________________________________________________
         Signature of Investor/Custodian/Trustee             Date

         ______________________________________________________________________
         Signature of Joint Investor/Co-Trustee              Date

         ______________________________________________________________________
         Corporate Officer (Name)                            Title

         ______________________________________________________________________
         Signature of Corporate Officer                      Title


- -------------------------------------------------------------------------------
9.  INITIAL INVESTMENT AND MAILING INSTRUCTIONS
- -------------------------------------------------------------------------------

(1)  If making your initial investment by check, complete the Account 
     Application and mail it with your check,    
     payable to "Forum Funds" to:

              FORUM FINANCIAL CORP.
              ATTN.:  TRANSFER AGENT        
              P.O. BOX 446             
              PORTLAND, ME  04112 


(2)  If making your initial investment by bank wire, call the Transfer 
     Agent (Forum Financial Corp.) At 800-94FORUM 
     (800-943-6786) to obtain an account number. 
     Then instruct your bank to wire Federal Funds to:

              BANKBOSTON
              BOSTON, MA
              ABA # 011000390
              CREDIT TO:  FORUM FINANCIAL CORP.
              ACCOUNT NUMBER:  541-54171
              FOR FURTHER CREDIT TO:  (FUND NAME)
              ACCOUNT NAME / ACCOUNT NUMBER

Complete the Account Application and mail it to the address listed above.
Be sure to indicate the account number assigned to you on this Account
Application.
<PAGE>


[GRAPHIC]


PROSPECTUS

INSTITUTIONAL 
SHARES

DAILY ASSETS
TREASURY FUND

DAILY ASSETS
TREASURY
OBLIGATIONS FUND

DAILY ASSETS 
GOVERNMENT FUND

DAILY ASSETS
CASH FUND

DAILY ASSETS
TAX-EXEMPT FUND

FORUM
FUNDS

NOVEMBER 17, 1997










<PAGE>
FORUM FUNDS
 
DAILY ASSETS TREASURY FUND
DAILY ASSETS TREASURY OBLIGATIONS FUND
DAILY ASSETS GOVERNMENT FUND
DAILY ASSETS CASH FUND
DAILY ASSETS TAX-EXEMPT FUND
 
                                   PROSPECTUS
 
   
                               November 17, 1997,
                           as amended January 2, 1998
    
- --------------------------------------------------------------------------------
 
THIS PROSPECTUS OFFERS INSTITUTIONAL SHARES OF DAILY ASSETS TREASURY FUND, DAILY
ASSETS TREASURY OBLIGATIONS FUND, DAILY ASSETS GOVERNMENT FUND, DAILY ASSETS
CASH FUND AND DAILY ASSETS TAX-EXEMPT FUND (EACH A "FUND"). EACH FUND IS A
DIVERSIFIED NO-LOAD, MONEY MARKET PORTFOLIO OF FORUM FUNDS (THE "TRUST"), A
REGISTERED OPEN-END, MANAGEMENT INVESTMENT COMPANY. EACH FUND SEEKS TO PROVIDE
ITS SHAREHOLDERS WITH HIGH CURRENT INCOME (WHICH, IN THE CASE OF DAILY ASSETS
TAX-EXEMPT FUND, IS EXEMPT FROM FEDERAL INCOME TAXES) TO THE EXTENT CONSISTENT
WITH THE PRESERVATION OF CAPITAL AND THE MAINTENANCE OF LIQUIDITY.
 
EACH FUND SEEKS TO ACHIEVE ITS OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE
ASSETS IN A SEPARATE PORTFOLIO OF AN OPEN-END, MANAGEMENT INVESTMENT COMPANY
WITH AN IDENTICAL INVESTMENT OBJECTIVE. SEE "PROSPECTUS SUMMARY" AND "OTHER
INFORMATION - FUND STRUCTURE." THROUGH THE PORTFOLIO IN WHICH IT INVESTS:
 
     DAILY ASSETS TREASURY FUND invests primarily in obligations of the U.S.
     Treasury or certain agencies and instrumentalities of the U.S. Government
     with a view toward providing income that is generally considered exempt
     from state and local income taxes.
 
     DAILY ASSETS TREASURY OBLIGATIONS FUND invests substantially all of its
     assets in obligations of the U.S. Treasury and in repurchase agreements
     backed by these obligations.
 
     DAILY ASSETS GOVERNMENT FUND invests substantially all of its assets in
     obligations of the U.S. Government, its agencies and instrumentalities and
     in repurchase agreements backed by these obligations.
 
     DAILY ASSETS CASH FUND invests in a broad spectrum of high-quality money
     market instruments.
 
     DAILY ASSETS TAX-EXEMPT FUND invests primarily in high-quality obligations
     of the states, territories and possessions of the U.S. and of their
     subdivisions, authorities and corporations ("municipal securities") with a
     view toward providing income that is exempt from federal income taxes.
 
   
This Prospectus sets forth concisely the information concerning the Trust and
the Funds that a prospective investor should know before investing. The Trust
has filed with the Securities and Exchange Commission ("SEC") a Statement of
Additional Information dated November 17, 1997, as amended January 2, 1998 (the
"SAI"), which contains more detailed information about the Trust and the Funds
and is available together with other related materials for reference on the
SEC's Internet Web Site (http://www.sec.gov). The SAI, which is incorporated
into this Prospectus by reference, also is available without charge by
contacting the Funds' transfer agent, Forum Financial Corp., at P.O. Box 446,
Portland, Maine 04112, (207) 879-0001 or (800) 94FORUM.
    
 
   INVESTORS SHOULD READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE.
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                            Page
<C>          <S>                                         <C>
        1.   Prospectus Summary..........................          2
        2.   Financial Highlights........................          4
        3.   Investment Objectives and Policies..........          5
        4.   Management..................................         11
 
<CAPTION>
                                                            Page
<C>          <S>                                         <C>
        5.   Purchases and Redemptions of Shares.........         12
        6.   Distributions and Tax Matters...............         17
        7.   Other Information...........................         19
</TABLE>
 
FUND SHARES ARE NOT OBLIGATIONS, DEPOSITS OR ACCOUNTS OF, OR ENDORSED OR
GUARANTEED BY, ANY BANK OR ANY AFFILIATE OF A BANK AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FDIC, THE FEDERAL RESERVE SYSTEM OR ANY
OTHER FEDERAL AGENCY.
 
THERE CAN BE NO ASSURANCE THAT ANY FUND WILL BE ABLE TO MAINTAIN A STABLE NET
ASSET VALUE OF $1.00 PER SHARE.
 
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>
1. PROSPECTUS SUMMARY
 
HIGHLIGHTS OF THE FUNDS
 
    This prospectus offers shares of the Institutional class ("Institutional
Shares") of each of the Funds. The Funds operate in accordance with the
provisions of Rule 2a-7 under the Investment Company Act of 1940 (the "1940
Act"). Each Fund invests all of its investable assets in a separate portfolio
(each a "Portfolio") of Core Trust (Delaware), an open-end, management
investment company ("Core Trust") as follows:
 
<TABLE>
<S>                         <C>
Daily Assets Treasury Fund  Treasury Portfolio
Daily Assets Treasury
  Obligations Fund          Treasury Cash Portfolio
Daily Assets Government
  Fund                      Government Cash Portfolio
Daily Assets Cash Fund      Cash Portfolio
Daily Assets Tax-Exempt
  Fund                      Municipal Cash Portfolio
</TABLE>
 
    Accordingly, the investment experience of each Fund will correspond directly
with the investment experience of its corresponding Portfolio. See "Other
Information - Fund Structure." Each Fund currently offers three separate classes
of shares: Institutional Shares, Institutional Service Shares and Investor
Shares. Institutional Shares are sold through this Prospectus. Institutional
Service Shares and Investor Shares are each offered by a separate prospectus.
See "Other Information - Fund Structure - Other Classes of Shares."
 
   
    MANAGEMENT.  Forum Administrative Services, LLC ("FAS") supervises the
overall management of the Funds and the Portfolios and Forum Financial Services,
Inc. ("FFSI") is the distributor of the Funds' shares. Forum Investment
Advisors, LLC ("Forum Advisors") is the investment adviser of each Portfolio and
provides professional management of the Portfolios' investments. The Funds'
transfer agent, dividend disbursing agent and shareholder servicing agent is
Forum Financial Corp. (the "Transfer Agent"). See "Management" for a description
of the services provided and fees charged to the Funds.
    
 
   
    PURCHASES AND REDEMPTIONS.  The minimum initial investment in Institutional
Shares is $1,000,000. Institutional Shares may be purchased and redeemed Monday
through Friday, between 9:00 a.m. and 6:00 p.m., Eastern Time, except on Federal
holidays and days that the Federal Reserve Bank of San Francisco (Boston in the
case of Daily Assets Treasury Fund and Daily Assets Tax-Exempt Fund) is closed
("Fund Business Days"). To be eligible to receive that day's income, purchase
orders must be received by the Transfer Agent in good order no later than 2:00
p.m., Eastern Time (noon in the case of Daily Assets Treasury Fund and Daily
Assets Tax-Exempt Fund). Shareholders may have redemption proceeds over $5,000
transferred by bank wire to a designated bank account. To be able to receive
redemption proceeds by wire on the day of the redemption, redemption orders must
be received by the Transfer Agent in good order no later than 2:00 p.m., Eastern
Time (noon in the case of Daily Assets Treasury Fund and Daily Assets Tax-Exempt
Fund). All times may be changed without notice by Fund management due to market
activities. See "Purchase and Redemption of Shares."
    
 
    EXCHANGES.  Shareholders of a Fund may exchange Institutional Shares without
charge for Institutional Shares of the other Funds. See "Purchases and
Redemptions of Shares - Exchanges."
 
    DISTRIBUTIONS.  Distributions of net investment income are declared daily
and paid monthly by each Fund and are automatically reinvested in additional
Fund shares unless the shareholder has requested payment in cash. See
"Distributions and Tax Matters."
 
    INVESTMENT CONSIDERATIONS.  There can be no assurance that any Fund will be
able to maintain a stable net asset value of $1.00 per share. Although the
Portfolios invest only in money market instruments, an investment in any Fund
involves certain risks, depending on the types of investments made and the types
of investment techniques employed. Investment in any security, including U.S.
Government Securities, involves some level of investment risk. An investment in
a Fund is not insured by the FDIC, nor is it insured or guaranteed against loss
of principal. By investing in its corresponding Portfolio, each Fund may achieve
certain efficiencies and economies of scale. Nonetheless, these investments
could also have potential adverse effects on the applicable Fund. See "Other
Information - Fund Structure."
 
                                       2
<PAGE>
EXPENSES OF INVESTING IN THE FUNDS
 
    The purpose of the following table is to assist investors in understanding
the various expenses that an investor in Institutional Shares will bear directly
or indirectly. There are no transaction expenses associated with purchases,
redemptions or exchanges of Fund shares.
 
ANNUAL FUND OPERATING EXPENSES (1)
 
(as a percentage of average net assets)
 
<TABLE>
<CAPTION>
                                          Daily
                             Daily       Assets        Daily
                            Assets      Treasury      Assets       Daily       Daily
                           Treasury    Obligations  Government    Assets    Assets Tax-
                             Fund         Fund       Cash Fund   Cash Fund  Exempt Fund
                          -----------  -----------  -----------  ---------  -----------
<S>                       <C>          <C>          <C>          <C>        <C>
Management Fees(2)......       0.15%        0.14%        0.14%       0.14%       0.15%
Other Expenses(3)
 (after expense
 reimbursements)........       0.05%        0.06%        0.06%       0.06%       0.05%
                          -----------  -----------  -----------  ---------  -----------
Total Operating
 Expenses...............       0.20%        0.20%        0.20%       0.20%       0.20%
</TABLE>
 
    (1) For a further description of the various
expenses incurred in the operation of the Funds and the Portfolios, see
"Management." The amount of fees and expenses for each Fund is based on
estimated annualized expenses for the Funds' fiscal year ending August 31, 1998.
Each Fund's expenses include the Fund's pro rata portion of all expenses of its
corresponding Portfolio, which are borne indirectly by Fund shareholders.
 
    (2) Management Fees include all
administration fees and investment advisory fees incurred by the Funds and the
Portfolios; as long as its assets are invested in a Portfolio, a Fund pays no
investment advisory fees directly.
 
    (3) Absent estimated reimbursements by
Linden, Forum Advisors and its affiliates, Other Expenses and Total Fund
Operating Expenses would be: 0.17 % and 0.32%, respectively, for Daily Assets
Treasury Fund; 0.15% and 0.29%, respectively, for Daily Assets Treasury
Obligations Fund; 0.17% and 0.31%, respectively, for Daily Assets Government
Fund; 0.19% and 0.33%, respectively, for Daily Assets Cash Fund; 0.19% and
0.34%, respectively, for Daily Assets Tax-Exempt Fund. Expense reimbursements
are voluntary and may be reduced or eliminated at any time.
 
EXAMPLE
 
    Following is a hypothetical example that indicates the dollar amount of
expenses that an investor in Institutional Shares would pay assuming (i) the
investment of all of the Fund's assets in the Portfolio, (ii) a $1,000
investment in the Fund, (iii) a 5% annual return, (iv) the reinvestment of all
distributions and (v) redemption at the end of each period:
 
<TABLE>
<CAPTION>
                            One      Three     Five       Ten
                            Year     Years     Years     Years
                           ------   -------   -------   --------
<S>                        <C>      <C>       <C>       <C>
Each Fund................    $2       $ 6       $11       $26
</TABLE>
 
    The example is based on the expenses listed in the Annual Fund Operating
Expenses table, which assumes the continued waiver and reimbursement of certain
fees and expenses. The five percent annual return is not predictive of and does
not represent the Funds' projected returns; rather, it is required by government
regulation. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OR RETURN. ACTUAL EXPENSES AND RETURN MAY BE GREATER OR LESS
THAN INDICATED.
 
                                       3
<PAGE>
    2. FINANCIAL HIGHLIGHTS
 
   
        As of the date hereof, Institutional Shares were not offered. The
    following information represents selected data for a single outstanding
    Institutional Service Share of Daily Assets Treasury Fund and of Daily
    Assets Cash Fund. Those classes were the first offered by the respective
    Funds and, accordingly, represent data since each Fund's inception.
    Information for the period ended August 31, 1997, was audited by
            , independent auditors. Information for prior periods was
    audited by other independent auditors. The financial statements for
    Daily Assets Treasury Fund and Daily Assets Cash Fund and independent
    auditors' report thereon for the fiscal year ended August 31, 1997, are
    incorporated by reference into the SAI and may be obtained from the
    Trust without charge. As of the date hereof, Daily Assets Treasury
    Obligations Fund, Daily Assets Government Fund, Daily Assets Tax-Exempt
    Fund, as well as Municpal Cash Portfolio had not commenced operations.
    
 
        As of August 31, 1997, Treasury Portfolio, Treasury Cash Portfolio,
    Government Cash Portfolio and Cash Portfolio had net assets of
    $44,321,412; $71,102,520; $476,768,745 and $259,491,011, respectively.
<TABLE>
<CAPTION>
                                                                                                   RATIOS TO AVERAGE
                                                                                                       NET ASSETS
                                                                  DISTRIBUTIONS                --------------------------
                                 BEGINNING NET                      FROM NET      ENDING NET                     NET
                                  ASSET VALUE   NET INVESTMENT     INVESTMENT     ASSET VALUE      NET       INVESTMENT
                                   PER SHARE        INCOME           INCOME        PER SHARE    EXPENSES       INCOME
                                 -------------  ---------------  ---------------  -----------  -----------  -------------
<S>                              <C>            <C>              <C>              <C>          <C>          <C>
DAILY ASSETS TREASURY FUND
INSTITUTIONAL SERVICE SHARES
  April 1, 1997 to August 31,
   1997........................    $    1.00            0.02            (0.02)     $    1.00        0.50%(2)       4.76%(2)
  Year Ended March 31, 1997....         1.00            0.05            (0.05)          1.00        0.50%         4.70%
  Year Ended March 31, 1996....         1.00            0.05            (0.05)          1.00        0.50%         5.01%
  Year Ended March 31, 1995....         1.00            0.04            (0.04)          1.00        0.37%         4.45%
  Year Ended March 31, 1994....         1.00            0.03            (0.03)          1.00        0.33%         2.82%
  July 1, 1992 to March 31,
   1993........................         1.00            0.02            (0.02)          1.00        0.22%(2)       2.92%(2)
DAILY ASSETS CASH FUND
INSTITUTIONAL SERVICE SHARES
  October 1, 1996 to
   August 31, 1997.............         1.00            0.05            (0.05)          1.00        0.52%(2)       5.06%(2)
 
<CAPTION>
                                                               RATIO
                                              NET ASSETS    TO AVERAGE
                                               AT END OF    NET ASSETS
                                                PERIOD     -------------
                                    TOTAL       (000'S         GROSS
                                   RETURN      OMITTED)     EXPENSES(1)
                                 -----------  -----------  -------------
<S>                              <C>          <C>          <C>
DAILY ASSETS TREASURY FUND
INSTITUTIONAL SERVICE SHARES
  April 1, 1997 to August 31,
   1997........................       2.01%(3)  $  44,116        0.95%(2)
  Year Ended March 31, 1997....       4.80%       43,975         0.99%
  Year Ended March 31, 1996....       5.18%       43,103         1.06%
  Year Ended March 31, 1995....       4.45%       36,329         1.10%
  Year Ended March 31, 1994....       2.83%       26,505         1.17%
  July 1, 1992 to March 31,
   1993........................       3.13%(2)      4,687        2.43%(2)
DAILY ASSETS CASH FUND
INSTITUTIONAL SERVICE SHARES
  October 1, 1996 to
   August 31, 1997.............       4.70%(3)  $  12,076        1.22%(2)
</TABLE>
 
(1) During each period, various fees and expenses were waived and reimbursed,
    respectively. The ratio of Gross Expenses to Average Net Assets reflects the
    expense ratio in the absence of any waivers and reimbursements for the Fund
    and its respective Portfolio.
 
(2)  Annualized.
 
(3)  Not Annualized.
 
                                       4
<PAGE>
3. INVESTMENT OBJECTIVES AND POLICIES
 
INVESTMENT OBJECTIVE
 
    The investment objective of each Fund except Daily Assets Tax-Exempt Fund is
to provide high current income to the extent consistent with the preservation of
capital and the maintenance of liquidity. The investment objective of Daily
Assets Tax-Exempt Fund is to provide high current income which is exempt from
federal income taxes to the extent consistent with the preservation of capital
and the maintenance of liquidity.
 
    THERE CAN BE NO ASSURANCE THAT ANY FUND OR PORTFOLIO WILL ACHIEVE ITS
INVESTMENT OBJECTIVE OR MAINTAIN A STABLE NET ASSET VALUE.
 
    Each Fund currently seeks to achieve its investment objective by investing
all of its investable assets in its corresponding Portfolio, which has the same
investment objective and substantially similar investment policies. Therefore,
although the following discusses the investment policies of the Portfolios (and
the responsibilities of Core Trust's board of trustees (the "Core Trust
Board")), it applies equally to the Funds (and the Trust's board of trustees
(the "Board")).
 
INVESTMENT POLICIES
 
   
    Each Portfolio invests only in high quality, short-term money market
instruments that are determined by Forum Advisors, pursuant to procedures
adopted by the Core Trust Board, to be eligible for purchase and to present
minimal credit risks. High quality instruments include those that (i) are rated
(or, if unrated, are issued by an issuer with comparable outstanding short-term
debt that is rated) in the highest rating category by two nationally recognized
statistical rating organizations ("NRSROs") or, if only one NRSRO has issued a
rating, by that NRSRO or (ii) are otherwise unrated and determined by the
Adviser to be of comparable quality. A description of the rating categories of
certain NRSROs, such as Standard & Poor's and Moody's Investors Service, Inc.,
is contained in the SAI.
    
 
    Each Portfolio invests only in U.S. dollar-denominated instruments that have
a remaining maturity of 397 days or less (as calculated under Rule 2a-7) and
maintains a dollar-weighted average portfolio maturity of 90 days or less.
Except to the limited extent permitted by Rule 2a-7 and except for U.S.
Government Securities, each Portfolio will not invest more than 5% of its total
assets in the securities of any one issuer. As used herein, "U.S. Government
Securities" means obligations issued or guaranteed as to principal and interest
by the United States government, its agencies or instrumentalities and "Treasury
Securities" means U.S. Treasury bills and notes and other U.S. Government
Securities which are guaranteed as to principal and interest by the U.S.
Treasury.
 
    In the case of municipal securities, when the assets and revenues of an
issuer are separate from those of the government creating the issuer and a
security is backed only by the assets and revenues of the issuer, the issuer and
not the creating government is deemed to be the sole issuer of the security.
Similarly, in the case of a security issued by or on behalf of public
authorities to finance various privately operated facilities that is backed only
by the assets and revenues of the non-governmental user, the non-governmental
user will be deemed to be the sole issuer of the security.
 
    Yields on money market securities are dependent on a variety of factors,
including the general conditions of the money markets and the fixed income
markets in general, the size of a particular offering, the maturity of the
obligation and the rating of the issue. A Fund's yield will tend to fluctuate
inversely with prevailing market interest rates. For instance, in periods of
falling market interest rates, yields will tend to be somewhat higher. Although
each Portfolio only invests in high quality money market instruments, an
investment in a Fund is subject to risk even if all securities in the
Portfolio's portfolio are paid in full at maturity.
 
                                       5
<PAGE>
All money market instruments, including U.S. Government Securities and municipal
securities, can change in value when there is a change in interest rates, the
issuer's actual or perceived creditworthiness or the issuer's ability to meet
its obligations. The achievement of a Fund's investment objective is dependent
in part on the continuing ability of the issuers of the securities in which the
Portfolio invests to meet their obligations for the payment of principal and
interest when due.
 
DAILY ASSETS TREASURY FUND
 
    Treasury Portfolio seeks to attain its investment objective by investing
primarily in Treasury Securities. Under normal market conditions, the Portfolio
will invest at least 65% of its total assets in Treasury Securities. The
Portfolio may also invest in other U.S. Government Securities. The Portfolio
invests with a view toward providing income that is generally considered exempt
from state and local income taxes. The Portfolio will purchase a U.S. Government
Security (other than a Treasury Security) only if that security has a remaining
maturity of thirteen months or less.
 
    Among the U.S. Government Securities in which the Portfolio may invest are
obligations of the Farm Credit System, Farm Credit System Financial Assistance
Corporation, Federal Financing Bank, Federal Home Loan Banks, General Services
Administration, Student Loan Marketing Association, and Tennessee Valley
Authority. Income on these obligations and the obligations of certain other
agencies and instrumentalities is generally not subject to state and local
income taxes by Federal law. In addition, the income received by Fund
shareholders that is attributable to these investments will also be exempt in
most states from state and local income taxes. Shareholders should determine
through consultation with their own tax advisers whether and to what extent
dividends payable by the Fund from interest received with respect to its
investments will be considered to be exempt from state and local income taxes in
the shareholder's state. Shareholders similarly should determine whether the
capital gain and other income, if any, payable by the Fund will be subject to
state and local income taxes in the shareholder's state. See "Distributions and
Tax Matters."
 
    The U.S. Government Securities in which the Portfolio may invest include
securities supported primarily or solely by the creditworthiness of the issuer.
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.
 
DAILY ASSETS TREASURY OBLIGATIONS FUND
 
    Treasury Cash Portfolio seeks to attain its investment objective by
investing substantially all of its assets in Treasury Securities and in
repurchase agreements backed by Treasury Securities.
 
DAILY ASSETS GOVERNMENT FUND
 
    Government Cash Portfolio seeks to attain its investment objective by
investing substantially all of its assets in U.S. Government Securities and in
repurchase agreements backed by U.S. Government Securities. The U.S. Government
Securities in which the Portfolio may invest include Treasury Securities and
securities supported primarily or solely by the creditworthiness of the issuer,
such as securities of the Federal National Mortgage Association, Federal Home
Loan Banks and Student Loan Marketing Association. 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.
 
DAILY ASSETS CASH FUND
 
    Cash Portfolio seeks to attain its investment objective by investing in a
broad spectrum of
 
                                       6
<PAGE>
money market instruments. The Portfolio may invest in (i) obligations of
domestic financial institutions, (ii) U.S. Government Securities (see
"Investment Objectives and Policies - Daily Assets Government Fund") and (iii)
corporate debt obligations of domestic issuers.
 
    Financial institution obligations include negotiable certificates of
deposit, bank notes, bankers' acceptances and time deposits of banks (including
savings banks and savings associations) and their foreign branches. The
Portfolio limits its investments in bank obligations to banks which at the time
of investment have total assets in excess of one billion dollars. Certificates
of deposit represent an institution's obligation to repay funds deposited with
it that earn a specified interest rate over a given period. Bank notes are debt
obligations of a bank. 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 by the Portfolio but may be subject to early withdrawal penalties which
could reduce the Portfolio's yield.
 
    Corporate debt obligations include commercial paper (short-term promissory
notes) issued by companies to finance their, or their affiliates', current
obligations. The Portfolio may also invest in commercial paper or other
corporate securities issued in "private placements" that are restricted as to
disposition under the Federal securities laws ("restricted securities"). Any
sale of these securities may not be made absent registration under the
Securities Act of 1933 or the availability of an appropriate exemption
therefrom. Some of these restricted securities, however, are eligible for resale
to institutional investors, and accordingly, a liquid market may exist for them.
Pursuant to guidelines adopted by the Core Trust Board, the investment adviser
will determine whether each such investment is liquid.
 
DAILY ASSETS TAX-EXEMPT FUND
 
    Municipal Cash Portfolio seeks to attain its investment objective by
investing primarily in municipal securities. The Portfolio attempts to maintain
100% of its assets invested in federally tax-exempt municipal securities; during
periods of normal market conditions the Portfolio will have at least 80% of its
net assets invested in federally tax-exempt instruments the income from which
may be subject to the federal alternative minimum tax ("AMT").
 
    The Portfolio may from time to time invest more than 25% of its assets in
obligations of issuers located in one state but, under normal circumstances,
will not invest more than 35% of its assets in obligations of issuers located in
one state or territory. If the Portfolio concentrates its investments in this
manner, it will be more susceptible to factors adversely affecting issuers of
those municipal securities than would be a more geographically diverse municipal
securities portfolio. These risks arise from the financial condition of the
particular state or territory and its political subdivisions.
 
    THE SHORT-TERM MUNICIPAL SECURITIES MARKET. It is anticipated that a
substantial amount of the municipal securities held by the Portfolio will be
supported by credit and liquidity enhancements, such as letters of credit (which
are not covered by federal deposit insurance) or put or demand features of third
party financial institutions, generally domestic and foreign banks. Accordingly,
the credit quality and liquidity of the Portfolio will be dependent in part upon
the credit quality of the banks supporting the Portfolio's investments. This
will result in exposure to risks pertaining to the banking industry, including
the foreign banking industry. These risks include a sustained increase in
interest rates, which can adversely affect the availability and cost of a bank's
lending activities; exposure to credit losses during times of economic decline;
concentration of loan portfolios in certain
 
                                       7
<PAGE>
industries; regulatory developments; and competition among financial
institutions. Brokerage firms and insurance companies also provide certain
liquidity and credit support. The Portfolio's policy is to purchase municipal
securities with third party credit or liquidity support only after the Adviser
has considered the creditworthiness of the financial institution providing the
support and believes that the security presents minimal credit risk.
 
    The Portfolio may purchase long term municipal securities with various
maturity shortening provisions. For instance, variable rate demand notes
("VRDN") are municipal bonds with maturities of up to 40 years that are sold
with a demand feature (an option for the holder of the security to sell the
security back to the issuer) which may be exercised by the security holder at
predetermined intervals, usually daily or weekly. The interest rate on the
security is typically reset by a remarketing or similar agent at prevailing
interest rates. VRDNs may be issued directly by the municipal issuer or created
by a bank, broker-dealer or other financial institution by selling a previously
issued long-term bond with a demand feature attached. Similarly, tender option
bonds (also referred to as certificates of participation) are municipal
securities with relatively long original maturities and fixed rates of interest
that are coupled with an agreement of a third party financial institution under
which the third party grants the security holders the option to tender the
securities to the institution and receive the face value thereof. The option may
be exercised at periodic intervals, usually six months to a year. As
consideration for providing the option, the financial institution receives a fee
equal to the difference between the underlying municipal security's fixed rate
and the rate, as determined by a remarketing or similar agent, that would cause
the securities, coupled with the tender option, to trade at par on the date of
the interest rate determination. These bonds effectively provide the holder with
a demand obligation that bears interest at the prevailing short-term municipal
securities interest rate.
 
    The Portfolio also may acquire "puts" on municipal securities it purchases.
A put gives the Portfolio the right to sell the municipal security at a
specified price at any time before a specified date. The Portfolio will acquire
puts only to enhance liquidity, shorten the maturity of the related municipal
security or permit the Portfolio to invest its funds at more favorable rates.
Generally, the Portfolio will buy a municipal security that is accompanied by a
put only if the put is available at no extra cost. In some cases, however, the
Portfolio may pay an extra amount to acquire a put, either in connection with
the purchase of the related municipal security or separately from the purchase
of the security.
 
    The Portfolio may purchase municipal securities together with the right to
resell them to the seller or a third party at an agreed-upon price or yield
within specified periods prior to their maturity dates. Such a right to resell
is commonly known as a "stand-by commitment," and the aggregate price which the
Portfolio pays for securities with a stand-by commitment may be higher than the
price which otherwise would be paid. The primary purpose of this practice is to
permit the Portfolio to be as fully invested as practicable in municipal
securities while preserving the necessary flexibility and liquidity to meet
unanticipated redemptions. In this regard, the Portfolio acquires stand-by
commitments solely to facilitate portfolio liquidity and does not exercise its
rights thereunder for trading purposes. Stand-by commitments involve certain
expenses and risks, including the inability of the issuer of the commitment to
pay for the securities at the time the commitment is exercised,
non-marketability of the commitment, and differences between the maturity of the
underlying security and the maturity of the commitment.
 
    MUNICIPAL BONDS.  Municipal bonds are long term fixed-income securities.
"General obligation" bonds are secured by a municipality's pledge of its full
faith, credit and taxing power for the payment of principal and interest.
"Revenue" bonds are usually payable only from the revenues derived from a
particular facility or class of facilities or, in
 
                                       8
<PAGE>
some cases, from the proceeds of a special excise or other tax, but not from
general tax revenues. Under a "moral obligation" bond (which is normally issued
by special purpose public authorities), if the issuer is unable to meet its
obligations under the bonds from current revenues, it may draw on a reserve fund
that is backed by the moral commitment (but not the legal obligation) of the
state or municipality that created the issuer. The Portfolio may invest in
industrial development bonds, which in most cases are revenue bonds. The payment
of the principal and interest on these bonds is dependent solely on the ability
of an initial or subsequent user of the facilities financed by the bonds to meet
its financial obligations and the pledge, if any, of real and personal property
so financed as security for such payment.
 
    MUNICIPAL NOTES AND LEASES.  Municipal notes, which may be either "general
obligation" or "revenue" securities, are short-term fixed income securities
intended to fulfill short-term capital needs of a municipality. Municipal
leases, which may take various forms, are issued by municipalities to acquire a
wide variety of equipment and facilities. Municipal leases frequently have
special risks not normally associated with other municipal securities. Municipal
leases (which normally provide for title to the leased assets to pass eventually
to the government issuer) have evolved as a means for governmental issuers to
acquire property and equipment without meeting the constitutional and statutory
requirements for the issuance of debt. The debt-issuance limitations of many
state constitutions and statutes are deemed to be inapplicable because of the
inclusion in many leases or contracts of "non-appropriation" clauses that
provide that the governmental issuer has no obligation to make future payments
under the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis.
 
    PARTICIPATION INTERESTS.  The Portfolio may purchase participation interests
in municipal securities that are owned by banks or other financial institutions.
Participation interests usually 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.
 
    TAXABLE INVESTMENTS.  The Portfolio may invest up to 20% of the value of its
net assets in cash and money market instruments, the interest income on which is
subject to federal income taxation. In addition, when business or financial
conditions warrant or when an adequate supply of appropriate municipal
securities is not available, the Portfolio may assume a temporary defensive
position and invest without limit in such taxable money market instruments.
 
ADDITIONAL INVESTMENT POLICIES
 
    Each Fund's and each Portfolio's investment objective and certain investment
limitations, as described in the SAI, are fundamental and therefore may not be
changed without approval of the holders of a majority of the Fund's or
Portfolio's, as applicable, outstanding voting securities (as defined in the
1940 Act). Except as otherwise indicated herein or in the SAI, investment
policies of a Fund or a Portfolio may be changed by the applicable board of
trustees without shareholder approval. Each Portfolio is permitted to hold cash
in any amount pending investment in securities and may invest in other
investment companies that intend to comply with Rule 2a-7 and have substantially
similar investment objectives and policies. A further description of the Funds'
and the Portfolios' investment policies is contained in the SAI.
 
    BORROWING.  Each Portfolio may borrow money for temporary or emergency
purposes (including the meeting of redemption requests), but not in excess of
33 1/3% of the value of the Portfolio's total assets. Borrowing for purposes
other than meeting redemption requests will not exceed 5% of the value of the
Portfolio's total assets.
 
    REPURCHASE AGREEMENTS.  Each Portfolio may seek additional income or
liquidity by entering into repurchase agreements. Repurchase agreements are
transactions in which a Portfolio
 
                                       9
<PAGE>
   
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 one to
seven days later. The resale price reflects a market rate of interest that is
not related to the coupon rate or maturity of the purchased security. The
Portfolios' custodian holds the underlying collateral, which is maintained at
not less than 100% of the repurchase price. Repurchase agreements involve
certain credit risks not associated with direct investment in securities. Each
Portfolio, however, intends to enter into repurchase agreements only with
sellers which Forum Advisors believes present minimal credit risks in accordance
with guidelines established by the Core Trust Board. In the event that a seller
defaulted on its repurchase obligation, however, a Portfolio might suffer a
loss.
    
 
   
    LIQUIDITY.  To ensure adequate liquidity, each Portfolio may not invest more
than 10% of its net assets in illiquid securities, including repurchase
agreements not entitling the Portfolio to payment of principal within seven
days. There may not be an active secondary market for securities held by a
Portfolio. The value of securities that have a limited market tend to fluctuate
more than those that have an active market. Forum Advisors monitors the
liquidity of the Portfolio's investments, but there can be no guarantee that an
active secondary market will exist.
    
 
   
    WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES.  In order to assure itself of
being able to obtain securities at prices which Forum Advisors believes might
not be available at a future time, Forum Advisors may purchase securities on a
when-issued or delayed delivery basis. When these transactions are negotiated,
the price or yield is fixed at the time the commitment is made, but delivery and
payment for the securities take place at a later date. Securities so purchased
are subject to market price fluctuation and no interest on the securities
accrues to a Portfolio until delivery and payment take place. Accordingly, the
value of the securities on the delivery date may be more or less than the
purchase price. Commitments for when-issued or delayed delivery transactions
will be entered into only when a Portfolio has the intention of actually
acquiring the securities, but the Portfolio may sell the securities before the
settlement date if deemed advisable. Failure by the other party to deliver a
security purchased by a Portfolio may result in a loss or missed opportunity to
make an alternative investment. As a result of entering into forward
commitments, the Funds are exposed to greater potential fluctuations in the
value of their assets and net asset values per share.
    
 
    VARIABLE AND FLOATING RATE SECURITIES.  The securities in which each
Portfolio invest may have variable or floating rates of interest. These
securities pay interest at rates that are adjusted periodically according to a
specified formula, usually with reference to some interest rate index or market
interest rate. The interest paid on these securities is a function primarily of
the index or market rate upon which the interest rate adjustments are based.
Those securities with ultimate maturities of greater than 397 days may be
purchased only in accordance with the provisions of Rule 2a-7. Under that Rule,
only those long-term instruments that have demand features which comply with
certain requirements and certain U.S. Government Securities may be purchased.
Similar to fixed rate debt instruments, variable and floating rate instruments
are subject to changes in value based on changes in market interest rates or
changes in the issuer's creditworthiness.
 
    No Portfolio may purchase a variable or floating rate security whose
interest rate is adjusted based on a long-term interest rate or index, on more
than one interest rate or index, or on an interest rate or index that materially
lags behind short-term market rates (these prohibited securities are often
referred to as "derivative" securities). All variable and floating rate
securities purchased by a Portfolio will have an interest rate that is adjusted
based on a single short-term rate or index, such as the Prime Rate.
 
                                       10
<PAGE>
    FINANCIAL INSTITUTION GUIDELINES.  Treasury Cash Portfolio and Government
Cash Portfolio invests only in instruments which, if held directly by a bank or
bank holding company organized under the laws of the United States or any state
thereof, would be assigned to a risk-weight category of no more than 20% under
the current risk based capital guidelines adopted by the Federal bank
regulators. These Portfolios do not intend to hold in their portfolio any
securities or instruments that would be subject to restriction as to amount held
by a national bank under Title 12, Section 24 (Seventh) of the United States
Code. In addition, these Portfolios limit their investments to those permissible
for Federally chartered credit unions under applicable provisions of the Federal
Credit Union Act and the applicable rules and regulations of the National Credit
Union Administration. Government Cash Portfolio limits its investments to
investments that are legally permissible for Federally chartered savings
associations without limit as to percentage and to investments that permit Fund
shares to qualify as liquid assets and as short-term liquid assets.
 
4. MANAGEMENT
 
    The business of the Trust is managed under the direction of the Board and
the business of Core Trust is managed under the direction the Core Trust Board.
The Board formulates the general policies of the Funds and meets periodically to
review the results of the Funds, monitor investment activities and practices and
discuss other matters affecting the Funds and the Trust. The Core Trust Board
performs similar functions for the Portfolios and Core Trust. The SAI contains
general background information about the trustees and officers of the Trust and
Core Trust.
 
ADMINISTRATION AND DISTRIBUTION
 
    Subject to the supervision of the Board, FAS supervises the overall
management of the Trust, including overseeing the Trust's receipt of services,
advising the Trust and the Trustees on matters concerning the Trust and its
affairs, and providing the Trust with general office facilities and certain
persons to serve as officers. For these services and facilities, FAS receives a
fee at an annual rate of 0.05% of the daily net assets of each Fund. FAS also
serves as administrator of the Portfolios and provides administrative services
for each Portfolio that are similar to those provided to the Funds. For its
administrative services to the Portfolios, FAS receives a fee at an annual rate
of 0.05% of the average daily net assets of each Portfolio. Forum Accounting
Services, LLC ("Forum Accounting") performs portfolio accounting services for
the Funds and Portfolios pursuant to agreements with the Trust and Core Trust
and is paid a separate fee for these services.
 
    FFSI acts as the agent of the Trust in connection with the offering of
shares of the Funds but receives no compensation for these services. FFSI is a
registered broker-dealer and is a member of the National Association of
Securities Dealers, Inc.
 
    FAS, FFSI, Forum Advisors, Forum Accounting and the Transfer Agent are
members of the Forum Financial Group of companies and together provide a full
range of services to the investment company and financial services industry. As
of the date of this Prospectus, each of these companies was controlled by John
Y. Keffer, President and Chairman of the Trust, and FAS and FFSI provided
administration services to registered investment companies with assets of
approximately $30 billion.
 
   
INVESTMENT ADVISER
    
 
   
    Subject to the general supervision of the Core Trust Board, Forum Advisors
makes investment decisions for each Portfolio and monitors the Portfolios'
investments. Forum Advisors, which is located at Two Portland Square, Portland,
Maine 04101, provides investment advisory services to five other mutual funds.
Anthony R. Fischer, Jr. is primarily responsible for the day to day management
of each Portfolio.
    
 
    For its services, Forum Advisors receives an advisory fee at an annual rate
of 0.05% of Treasury Portfolio's and Municipal Cash Portfolio's average
 
                                       11
<PAGE>
   
daily net assets. For services provided to each of Treasury Cash Portfolio,
Government Cash Portfolio and Cash Portfolio, Forum Advisors receives an
advisory fee based upon the total average daily net assets of those Portfolios
("Total Portfolio Assets"). Forum Advisors' fee is calculated at an annual rate
on a cumulative basis as follows: 0.06% of the first $200 million of Total
Portfolio Assets, 0.04% of the next $300 million of Total Portfolio Assets, and
0.03% of the remaining Total Portfolio Assets. A Fund's expenses include the
Fund's pro rata portion of the advisory fee paid by the corresponding Portfolio.
    
 
SHAREHOLDER SERVICING
 
    Shareholder inquiries and communications concerning the Funds may be
directed to the Transfer Agent at the address and telephone numbers on the first
page of this Prospectus. The Transfer Agent maintains an account for each
shareholder of the Funds (unless such accounts are maintained by sub-transfer
agents or processing agents) and performs other transfer agency and related
functions. The Transfer Agent is authorized to subcontract any or all of its
functions to one or more qualified sub-transfer agents or processing agents,
which may be its affiliates, who agree to comply with the terms of the Transfer
Agent's agreement with the Trust. The Transfer Agent may pay those agents for
their services, but no such payment will increase the Transfer Agent's
compensation from the Trust. For its services, the Transfer Agent is paid a
transfer agent fee at an annual rate of 0.05% of the average daily net assets of
each Fund attributable to Institutional Shares plus $12,000 per year for each
Fund and certain account and additional class charges and is reimbursed for
certain expenses incurred on behalf of the Funds.
 
EXPENSES OF THE FUNDS
 
    Each Fund's expenses comprise Trust expenses attributable to the Fund, which
are charged to the Fund, and expenses not attributable to a particular fund of
the Trust, which are allocated among the Fund and all other funds of the Trust
in proportion to their average net assets. Each service provider in its sole
discretion may elect to waive (or continue to waive) all or any portion of its
fees, which are accrued daily and paid monthly, and may reimburse a Fund for
certain expenses. Any such waivers or reimbursements would have the effect of
increasing a Fund's performance for the period during which the waiver was in
effect and would not be recouped at a later date.
 
    Each Fund's expenses include the service fees described in this Prospectus,
the fees and expenses of the Board, applicable insurance and bonding expenses
and state and SEC registration fees. Each Fund bears its pro rata portion of the
expenses of the Portfolio in which it invests along with all other investors in
the Portfolio.
 
5. PURCHASES AND REDEMPTIONS OF SHARES
 
GENERAL INFORMATION
 
    All transactions in Fund shares are effected through the Transfer Agent,
which accepts orders for purchases and redemptions from shareholders of record
and new investors. 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 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 receipt of an order in proper form, on each Fund Business
Day. Fund shares are issued immediately after an order for the shares in proper
form, accompanied by funds on deposit at a Federal Reserve Bank ("Federal
Funds"), is accepted by the Transfer Agent. Each Fund's net asset value is
calculated at 4:00 p.m., Eastern Time.
 
                                       12
<PAGE>
    Fund shares become entitled to receive distributions on the day the purchase
order is accepted if the order and payment are received by the Transfer Agent as
follows:
 
<TABLE>
<CAPTION>
                              Order        Payment
                             Must be       Must be
                           Received by   Received by
                           ------------  ------------
<S>                        <C>           <C>
Daily Assets Treasury
 Fund and Daily Assets
 Tax-Exempt Fund.........  12:00 p.m.,   4:00 p.m.,
                           Eastern time  Eastern time
All other Funds..........  2:00 p.m.,    4:00 p.m.,
                           Eastern time  Eastern time
</TABLE>
 
    If a purchase order is transmitted to the Transfer Agent (or the wire is
received) after the times listed above, the investor will not receive a
distribution on that day. On days that the New York Stock Exchange or Federal
Reserve Bank of San Francisco (Boston in the case of Daily Assets Treasury Fund
and Daily Assets Tax-Exempt Fund) closes early or the Public Securities
Association recommends that the government securities markets close early, the
Trust may advance the time by which the Transfer Agent must receive completed
wire purchase orders and the cut-off times set forth above.
 
    Each Fund reserves the right to reject any subscription for the purchase of
Fund shares. Stock certificates are issued only to shareholders of record upon
their written request and no certificates are issued for fractional shares.
 
    REDEMPTIONS.  Fund shares may be redeemed without charge at their net asset
value 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 receipt 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 distributions declared on or after the day on which the
redemption becomes effective.
 
    For wire redemption orders received after 12:00 p.m., Eastern time, in the
case of Daily Assets Treasury Fund and Daily Assets Tax-Exempt Fund, and after
2:00 p.m., Eastern Time, in the case of each other Fund, the Transfer Agent will
wire proceeds the next Fund Business Day. On days that the New York Stock
Exchange or Federal Reserve Bank of San Francisco (Boston in the case of Daily
Assets Treasury Fund and Daily Assets Tax-Exempt Fund) closes early or the
Public Securities Association recommends that the government securities markets
close early, the Trust may advance the time by which the Transfer Agent must
receive completed wire redemption orders.
 
    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 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
 
                                       13
<PAGE>
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
$5,000.
 
PURCHASE AND REDEMPTION PROCEDURES
 
    Investors may open an account by completing the application at the back of
this Prospectus or by contacting the Transfer Agent at the address on the first
page of this Prospectus. To request 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 the
Transfer Agent.
 
INITIAL PURCHASE OF SHARES
 
    There is a $1,000,000 minimum for initial investments in each Fund.
 
    BY MAIL.  Investors may send a check made payable to the Trust along with a
completed account application to the Transfer Agent. Checks are accepted at full
value subject to collection. Payment by a check drawn on any member of the
Federal Reserve System can normally be converted into Federal Funds within two
business days after receipt of the check. Checks drawn on some non-member banks
may take longer.
 
    For individual or Uniform Gift to Minors Act accounts, the check or money
order used to purchase shares of a Fund must be made payable to "Forum Funds" or
to one or more owners of that account and endorsed to Forum Funds. For
corporation, partnership, trust, 401(k) plan or other non-individual type
accounts, the check used to purchase shares of a Fund must be made payable on
its face to "Forum Funds." No other method of payment by check will be accepted.
All purchases must be paid in U.S. dollars; checks must be drawn on U.S. banks.
Payment by Traveler's Checks is prohibited.
 
    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 the
Trust at 800-94FORUM (800-943-6786) or (207) 879-0001 to obtain an account
number. The investor should then instruct a bank to wire the investor's money
immediately to:
 
    BankBoston
    Boston, Massachusetts
    ABA# 011000390
    For Credit To: Forum Financial Corp.
    Account #: 541-54171
        Re: [Name of Fund] - Institutional
           Shares
         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.
 
    THROUGH FINANCIAL INSTITUTIONS.  Shares may be purchased and redeemed
through certain broker-dealers, banks or other financial institutions
("Processing Organizations"), including affiliates of the Transfer Agent.
Processing Organizations may charge their customers a fee for their services and
are responsible for promptly transmitting purchase, redemption and other
requests to a Fund. The Trust is not responsible for the failure of any
Processing Organization to promptly forward these requests.
 
                                       14
<PAGE>
    Investors who purchase or redeem shares in this manner will be subject to
the procedures of their Processing Organization, which may include charges,
limitations, investment minimums, cutoff times and restrictions in addition to,
or different from, those applicable to shareholders who invest in a Fund
directly. These investors should acquaint themselves with their institution's
procedures and should read this Prospectus in conjunction with any materials and
information provided by their institution. Investors who purchase Fund shares
through a Processing Organization may or may not be the shareholder of record
and, subject to their institution's and the Fund's procedures, may have Fund
shares transferred into their name. Certain Processing Organizations may enter
purchase orders with payment to follow.
 
    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.
 
SUBSEQUENT PURCHASES OF SHARES
 
    Subsequent purchases may be made by mailing a check, by sending a bank wire
or through a financial institution as indicated above. Shareholders using the
wire system for purchase should first telephone the Trust at 800-94FORUM
(800-943-6786) or (207) 879-0001 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, preselected 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
the Fund monthly or quarterly. Shareholders may terminate their automatic
investments or change the amount to be invested at any time by written
notification to the Transfer Agent.
 
REDEMPTION OF SHARES
 
    Shareholders who 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 days 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 the Transfer Agent accompanied by any stock certificate that
may have been issued to the shareholder. All written requests for redemption
must be signed by the shareholder with signature guaranteed and all certificates
submitted for redemption must be endorsed by the shareholder with signature
guaranteed.
 
    BY TELEPHONE.  A shareholder who has elected telephone redemption privileges
may make a telephone redemption request by calling the Transfer Agent at
800-94FORUM (800-943-6786) or (207) 879-0001 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 who has
elected wire redemption privileges may request the 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
 
                                       15
<PAGE>
privilege. Redemption proceeds are transmitted by wire on the day the redemption
request in proper form is received by the Transfer Agent.
 
    OTHER REDEMPTION MATTERS.  To protect shareholders and the Funds against
fraud, signatures on certain requests must have a signature guarantee. Requests
must be made in writing and include a signature guarantee for any of the
following transactions: (1) any endorsement on a stock certificate; (2) written
instruction to redeem Shares whose value exceeds $50,000; (3) instructions to
change a shareholder's record name; (4) redemption in an account in which the
account address or account registration has changed within the last 30 days; (5)
the proceeds are not being sent to the address of record, preauthorized bank
account, or preauthorized brokerage firm account; (6) proceeds are to be paid to
someone other than the registered owners or to an account with a different
registration; (7) change of 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 acceptable
to the Transfer Agent, including a bank, a broker, a dealer, a national
securities exchange, a credit union, or a savings association that is authorized
to guarantee signatures. Whenever a signature guarantee is required, the
signature of each person required to sign for the account must be guaranteed. A
notarized signature is not sufficient.
 
    The Transfer Agent will deem a shareholder's account "lost" if
correspondence to the shareholder's address of record is returned as
undeliverable, 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 Institutional Shares of any other
Fund. Exchanges are subject to the fees charged by, and the restrictions listed
in the prospectus for, the fund into which a shareholder is exchanging,
including minimum investment requirements. The Funds do not charge for
exchanges, and there is currently no limit on the number of exchanges a
shareholder may make, but each Fund reserves the right to limit excessive
exchanges by any shareholder. See "Additional Purchase and Redemption
Information" in the SAI.
 
    Exchanges may only be made between accounts registered in the same name. 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 new account. Shareholders may only exchange into a fund if
that fund's shares may legally be sold in the shareholder's state of residence.
 
    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.
Accordingly, a shareholder may realize a capital gain or loss with respect to
the shares redeemed. 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. The exchange privilege may be modified materially or terminated
by the Trust at any time upon 60 days' notice to shareholders.
 
    BY MAIL.  Exchanges may be accomplished by written instruction to the
Transfer Agent accompanied by any stock certificate that may have been issued to
the shareholder. All written requests for exchanges must be signed by the
shareholder (a signature guarantee is not required) and all certificates
submitted for exchange must be endorsed by the shareholder with signature
guaranteed.
 
                                       16
<PAGE>
    BY TELEPHONE.  Exchanges may be accomplished by telephone by any shareholder
who has elected telephone exchange privileges by calling the Transfer Agent at
800-94FORUM (800-943-6786) or (207) 879-0001 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.
 
6. DISTRIBUTIONS AND TAX MATTERS
 
DISTRIBUTIONS
 
    Distributions of each Fund's net investment income are declared daily and
paid monthly following the close of the last Fund Business Day of the month.
Each type of net capital gain realized by a Fund, if any, will be distributed
annually. Shareholders may choose to have all distributions reinvested in
additional shares of the Fund or received in cash. In addition, shareholders may
have all distributions of net capital gain reinvested in additional shares of
the Fund and distributions of net investment income paid in cash. All
distributions are treated in the same manner for Federal income tax purposes
whether received in cash or reinvested in shares of the Fund.
 
    All distributions will be reinvested at the Fund's net asset value as of the
payment date of the dividend. All distributions are reinvested unless another
option is selected. All distributions not reinvested will be paid to the
shareholder in cash and may be paid more than seven days following the date on
which distribution would otherwise be reinvested.
 
TAXES
 
    TAX STATUS OF THE FUNDS.  Each Fund intends to qualify or continue to
qualify to be taxed as a "regulated investment company" under the Internal
Revenue Code of 1986, as amended. Accordingly, no Fund will be liable for
Federal income taxes on the net investment income and capital gain distributed
to its shareholders. Because each Fund intends to distribute all of its net
investment income and net capital gain each year, the Funds should also avoid
Federal excise taxes.
 
    Distributions paid by each Fund out of its net investment income (including
realized net short-term capital gain) are taxable to the shareholders of the
Fund as ordinary income. Two different tax rates apply to net capital gain --
that is, the excess of net gain from capital assets held for more than one year
over net losses from capital assets held for not more than one year. One rate
(generally 28%) applies to net gain on capital assets held for more than one
year but not more than 18 months and a second rate (generally 20%) applies to
the balance of such net capital gains. Distributions of net capital gain will be
taxable to shareholders as such, regardless of how long a shareholder has held
shares in the Fund.
 
    THE PORTFOLIOS.  The Portfolios are not required to pay Federal income taxes
on their net investment income and capital gain, as they are treated as
partnerships for Federal income tax purposes. All interest, dividends and gains
and losses of a Portfolio are deemed to have been "passed through" to the
respective Fund in proportion to the Fund's holdings of the Portfolio,
regardless of whether such interest, dividends or gains have been distributed by
the Portfolio.
 
    DAILY ASSETS TAX-EXEMPT FUND.  Distributions paid by Daily Assets Tax-Exempt
Fund out of federally tax-exempt interest income earned by the Fund
("exempt-interest dividends") generally will not be subject to federal income
tax in the hands of the Fund's shareholders. Substantially all of the
distributions paid by the Fund are anticipated to be exempt-interest dividends.
Persons who are "substantial users" or "related persons" thereof of facilities
financed by private activity securities held by the Fund, however, may be
subject to federal income tax on their pro rata share of the interest income
from those securities and should consult
 
                                       17
<PAGE>
their tax advisers before purchasing Shares. Exempt-interest dividends are
included in the "adjusted current earnings" of corporations for purposes of the
federal alternative minimum tax ("AMT").
 
    Interest on indebtedness incurred by shareholders to purchase or carry
shares of the Fund generally is not deductible for federal income tax purposes.
Under rules for determining when borrowed funds are used for purchasing or
carrying particular assets, shares of the Fund may be considered to have been
purchased or carried with borrowed funds even though those funds are not
directly linked to the shares.
 
    The income from the Portfolio's investments may be subject to the AMT.
Interest on certain municipal securities issued to finance "private activities"
("private activity securities") is a "tax preference item" for purposes of the
AMT applicable to certain individuals and corporations even though such interest
will continue to be fully tax-exempt for regular federal income tax purposes.
The Portfolio may purchase private activity securities, the interest on which
may constitute a "tax preference item" for purposes of the AMT.
 
    STATE AND LOCAL TAXES.  Daily Assets Treasury Fund's investment policies are
structured to provide shareholders, to the extent permissible by Federal and
state law, with income that is exempt or excluded from income taxation at the
state and local level. Many states (by statute, judicial decision or
administrative action) do not tax dividends from a regulated investment company
that are attributable to interest on obligations of the U.S. Treasury and
certain U.S. Government agencies and instrumentalities if the interest on those
obligations would not be taxable to a shareholder that held the obligation
directly. As a result, substantially all distributions paid by the Fund to
shareholders residing in certain states will be exempt or excluded from state
income taxes. A portion of the distributions paid by the other Funds to
shareholders may be exempt or excluded from state income taxes, but these Funds
are not managed to provide any specific amount of state tax-free income to
shareholders.
 
    The exemption for federal income tax purposes of distributions derived from
interest on municipal securities does not necessarily result in an exemption
under the income or other tax laws of any state or local taxing authority.
Shareholders of Daily Assets Tax-Exempt Fund may be exempt from state and local
taxes on distributions of tax-exempt interest income derived from obligations of
the state and/or municipalities of the state in which they reside but may be
subject to tax on income derived from the municipal securities of other
jurisdictions.
 
    Shareholders are advised to consult with their tax advisers concerning the
application of state and local taxes to investments in a Fund which may differ
from the federal income tax consequences described above.
 
    GENERAL.  Each Fund may be required by Federal law to withhold 31% of
reportable payments (which may include taxable 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 a Fund is correct and
that the shareholder is not subject to backup withholding.
 
    Each Fund must include a portion of the original issue discount of
zero-coupon securities, if any, as income even though these securities do not
pay any interest until maturity. Because each Fund distributes all of its net
investment income, a Fund may have to sell portfolio securities to distribute
imputed income, which may occur at a time when the investment adviser would not
have chosen to sell such securities and which may result in a taxable gain or
loss.
 
    Shortly after the close of each year, a statement is sent to each
shareholder of the Funds advising the shareholder of the portion of total
 
                                       18
<PAGE>
distributions paid to the shareholder that is (i) derived from each type of
obligation in which a Fund has invested, (ii) derived from the obligations of
issuers in the various states and (iii) exempt from federal income taxes. These
portions are determined for the entire year and on a monthly basis and, thus,
are an annual or monthly average, rather than a day-by-day determination for
each shareholder.
 
    The foregoing is only a summary of some of the important Federal and state
tax considerations generally affecting the Funds and their shareholders. There
may be other Federal, state or local tax considerations applicable to a
particular investor. Prospective investors are urged to consult their tax
advisors.
 
7. OTHER INFORMATION
 
PERFORMANCE INFORMATION
 
    Institutional Shares' performance may be advertised. All performance
information is based on historical results, is not intended to indicate future
performance and, unless otherwise indicated, is net of all expenses. The Funds
may advertise yield, which shows the rate of income a Fund has earned on its
investments as a percentage of the Fund's share price. To calculate yield, a
Fund takes the interest income it earned from its portfolio of investments for a
specified period (net of expenses), divides it by the average number of shares
entitled to receive distributions, and expresses the result as an annualized
percentage rate based on the Fund's share price at the end of the period. A
Fund's compounded annualized yield assumes the reinvestment of distributions
paid by the Fund, and, therefore will be somewhat higher than the annualized
yield for the same period. A Fund may also quote tax-equivalent yields, which
show the taxable yields a shareholder would have to earn to equal the Fund's
tax-free yield, after taxes. A tax-equivalent yield is calculated by dividing
the Fund's tax-free yield by one minus a stated federal, state or combined
federal and state tax rate. Each class' performance will vary.
 
    The Funds' advertisements may also reference ratings and rankings among
similar funds by independent evaluators such as Morningstar, Lipper Analytical
Services, Inc. or IBC Financial Data, 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 rankings. This material is 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 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.
 
DETERMINATION OF NET ASSET VALUE
 
    The Trust determines the net asset value per share of 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 (the value of its interest in the Portfolio and other assets
less its liabilities) by the number of shares outstanding at the time the
determination is made. In order to more easily maintain a stable net asset value
per share, each Portfolio's portfolio securities are valued at their amortized
cost (acquisition cost adjusted for amortization of premium or accretion of
discount) in accordance with Rule 2a-7. The Portfolios will only value their
portfolio securities using this method if the Core Trust Board believes that it
fairly reflects the market-based net asset value per share. The Portfolios'
other assets, if any, are valued at fair value by or under the direction of the
Core Trust Board.
 
                                       19
<PAGE>
THE TRUST AND ITS SHARES
 
    The Trust is registered with the SEC as an open-end, management investment
company and was organized as a business trust under the laws of the State of
Delaware on August 29, 1995. On January 5, 1996 the Trust succeeded to the
assets and liabilities of Forum Funds, Inc., which was incorporated in 1980. The
Board has the authority to issue an unlimited number of shares of beneficial
interest of separate series with no par value per share and to create classes of
shares within each series. There are currently sixteen series of the Trust.
 
    Each share of each fund of the Trust and each class of shares has equal
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 fund or class, except if the matter affects only one
fund or class or voting by fund or class is required by law, in which case
shares will be voted separately by fund 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 (and Trustees) 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. A shareholder in a fund is entitled to the shareholder's pro rata
share of all 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 shares
of a Fund. Accordingly, those shareholders may be able to greatly affect (if not
determine) the outcome of any shareholder vote. As of the date hereof, due to
initial investment in Daily Assets Treasury Obligations Fund, Daily Assets
Government Fund and Daily Assets Tax-Exempt Fund, prior to the public offering
of shares, FAS may be deemed to control those Funds.
 
FUND STRUCTURE
 
    OTHER CLASSES OF SHARES.  In addition to Institutional Shares, each Fund may
create and issue shares of other classes of securities. Each Fund currently has
two other classes of shares authorized, Institutional Service Shares and
Investor Shares. Institutional Services Shares are offered solely through banks,
trust companies and certain other financial institutions, and their affiliates
and correspondents, for investment of their funds or funds for which they act in
a fiduciary, agency or custodial capacity. Investor Shares are offered to the
general public, have a $10,000 minimum investment and bear shareholder service
and distribution fees. Institutional Service Shares and Investor Shares incur
more expenses than Institutional Shares. See, "Additional Information" below.
Except for certain differences, each share of each class represents an
undivided, proportionate interest in a Fund. Each share of each Fund is entitled
to participate equally in distributions and the proceeds of any liquidation of
that Fund except that, due to the differing expenses borne by the various
classes, the amount of distributions will differ among the classes.
 
    CORE TRUST STRUCTURE.  Each Fund invests all of its assets in its
corresponding Portfolio of Core Trust, a business trust organized under the laws
of the State of Delaware in September 1994 and registered under the 1940 Act as
an open-end, management investment company. Accordingly, a Portfolio directly
acquires its own securities and its corresponding Fund acquires an indirect
interest in those securities. The assets of each Portfolio belong only to, and
the liabilities of the Portfolio are
 
                                       20
<PAGE>
borne solely by, the Portfolio and no other portfolio of Core Trust. Upon
liquidation of a Portfolio, investors in the Portfolio would be entitled to
share pro rata in the net assets of the Portfolio available for distribution to
investors.
 
    THE PORTFOLIOS.  A Fund's investment in a Portfolio is in the form of a
non-transferable beneficial interest. As of the date of this Prospectus, Daily
Assets Treasury Fund and Daily Assets Tax-Exempt Fund are the only investors
(other than FAS or its affiliates) that have invested in Treasury Portfolio and
Municipal Cash Portfolio, respectively. Each of the other Portfolios has another
investor besides the Funds (and FAS and its affiliates). All investors in a
Portfolio invest on the same terms and conditions as the Funds and will pay a
proportionate share of the Portfolio's expenses. The Portfolios normally will
not hold meetings of investors except as required by the 1940 Act. Each investor
in a Portfolio is entitled to vote in proportion to the relative value of its
interest in the Portfolio. On most issues subject to a vote of investors, as
required by the 1940 Act and other applicable law, a Fund will solicit proxies
from shareholders of the Fund and will vote its interest in a Portfolio in
proportion to the votes cast by its shareholders. There can be no assurance that
any issue that receives a majority of the votes cast by a Fund's shareholders
will receive a majority of votes cast by all investors in the Portfolio.
 
    CONSIDERATIONS OF INVESTING IN A PORTFOLIO.  A Fund's investment in a
Portfolio may be affected by the actions of other large investors in the
Portfolio, if any. If a large investor other than a Fund redeemed its interest
in a Portfolio, the Portfolio's remaining investors (including the Fund) might,
as a result, experience higher pro rata operating expenses, thereby producing
lower returns. A Fund may withdraw its entire investment from a Portfolio at any
time, if the Board determines that it is in the best interests of the Fund and
its shareholders to do so. The Fund might withdraw, for example, if other
investors in the Portfolio, by a vote of shareholders, changed the investment
objective or policies of the Portfolio in a manner not acceptable to the Board
or not permissible by the Fund. A withdrawal could result in a distribution in
kind of portfolio securities (as opposed to a cash distribution) by the
Portfolio. If the Fund decided to convert those securities to cash, it usually
would incur transaction costs. If the Fund withdrew its investment from the
Portfolio, the Board would consider what action might be taken, including the
management of the Fund's assets in accordance with its investment objective and
policies by the investment adviser to the Portfolio or the investment of all of
the Fund's investable assets in another pooled investment entity having
substantially the same investment objective as the Fund. The inability of the
Fund to find a suitable replacement investment, in the event the Board decided
not to permit the Portfolio's investment adviser to manage the Fund's assets,
could have a significant impact on shareholders of the Fund.
 
    ADDITIONAL INFORMATION.  Each class of a Fund (and any other investment
company that invests in a Portfolio) may have a different expense ratio and
different sales charges, including distribution fees, and each class' (and
investment company's) performance will be affected by its expenses and sales
charges. For more information on any other class of shares of the Funds or
concerning any other investment companies that invest in a Portfolio, investors
may contact FFSI at 207-879-1900. If an investor invests through a financial
institution, the investor may also contact their financial institution to obtain
information about the other classes or any other investment company investing in
a Portfolio.
 
    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 THE FUNDS'
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.
 
                                       21
<PAGE>


                                     FORUM FUNDS
                               INSTITUTIONAL SHARES
<TABLE>
<CAPTION>
 
<S><C>
[LOGO} ACCOUNT APPLICATION                     ACCOUNT NUMBER ______________________
- -----------------------------------------------------------------------------------------------------------------------
1.   INITIAL INVESTMENT ($10,000 minimum)
- -----------------------------------------------------------------------------------------------------------------------
/ /       Check enclosed for $                                             / /  Daily Assets Treasury Fund
/ /       I HAVE TELEPHONED THE TRANSFER AGENT TO MAKE WIRE                / /  DAILY ASSETS TREASURY OBLIGATION FUND
          ARRANGEMENTS (SEE INSTRUCTIONS ON REVERSE).                      / /  DAILY ASSETS GOVERNMENT FUND
/ /       My initial investment wire is $                                  / /  Daily Assets Cash Fund
                                                                           / /  DAILY ASSETS TAX-EXEMPT FUND
- -----------------------------------------------------------------------------------------------------------------------
2.        REGISTRATION (please print)
- -----------------------------------------------------------------------------------------------------------------------
/ /       INDIVIDUALS

          -------------------------------------------------------------     -------------------------------------------
          Investor's Name                                                       Social Security Number

          ------------------------------------------------------------      --------------------------------------------
          Joint Investor's Name (right of survivorship presumed unless       Social Security Number
          tenancy in common is indicated)

/ /       GIFTS TO MINORS

          ______________________________________________  as custodian for __________________________________________
          Custodian's Name (only one permitted)                             Minor's Name (only one permitted)

          under the ____________________Uniform Gifts to Minors Act ______________________   __________________________________
                       State                                        Minor's Date of Birth     Minor's Social Security Number

/ /       CORPORATIONS, PARTNERSHIPS & OTHERS (ADDITIONAL DOCUMENTATION REQUIRED FOR INVESTORS IN ANY REPRESENTATIVE CAPACITY)

          _____________________________________________________________    ____________________________________________________
          Name of Entity (indicate type of business, e.g., partnership)     Taxpayer Identification Number

/ /       TRUSTS (INCLUDING CORPORATE PENSION PLANS)

          __________________________________________________ as trustee(s) for  ______________________________________________
          Trustee(s) Name(s)                                                                Name of Trust

          ___________________________________________________          ________________________________________________________
          Full date of trust instrument                                                Taxpayer Identification Number

- ------------------------------------------------------------------------------------------------------------------------------------
3.        ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
          CITIZENSHIP:/ /  U.S. /  /  RESIDENT ALIEN   /   / NON-RESIDENT ALIEN ____________________________________________________
                                                                                                       Country

          __________________________________________________________________________________________________________________________
          Number and Street

          __________________________________________________________________________________________________________________________
          City                                                         State                               Zip Code

          _____________________________________________  __________________________________     ___________________________________
          Contact Person                                         Telephone (Day)                         Telephone (Evening)

- ------------------------------------------------------------------------------------------------------------------------------------
4.        TELEPHONE AND WIRE REDEMPTION PRIVILEGES (subject to the terms set forth in the Prospectus
- ------------------------------------------------------------------------------------------------------------------------------------
/  /      Telephone Redemption/exchange Privilege
          the Fund and Forum Financial Corp. ("Forum") Are Hereby Authorized to Honor Verbal Instructions for the (I)
          Redemption of Any and All Fund Shares Held in the Undersigned's Account Provided That Proceeds Are Mailed to the
          Shareholders Address of Record or to the Bank Account Indicated below and (Ii) Exchange of Fund Shares into
          Another Account. The Fund and Forum Are Authorized to Honor Any Verbal Instructions for Purposes of Redemption
          or Exchange Purporting to Be from the Shareholder and Believed by the Fund or Forum to Be Genuine, and Neither
          the Fund Nor Forum Shall Be Liable for Any Loss, Cost or Expense for Acting upon Such Instructions.
/  /      Wire Redemption Privilege
          the Fund and Forum Are Authorized to Honor Written Instructions with Signature Guaranteed Or, If Telephone Redemption
          Privileges Are Elected, Verbal Instructions, to Redeem Any and All Fund Shares Held in the Undersigned's Account Provided
          That the Proceeds Are Transmitted to the Bank Account Indicated below. Complete the Following If Either Privilege Is
          Elected:

          ____________________________________________________________                   ___________________________________________
          Name of Bank (attach a voided check or deposit slip)                                        Account Number

          ____________________________________________________________                  ____________________________________________
          Address and Branch of Bank                                                                       ABA #5.


</TABLE>
 

<PAGE>

ACCOUNT APPLICATION (CONTINUED)
- --------------------------------------------------------------------------------
5.  DIVIDEND AND CAPITAL GAIN DISTRIBUTION PAYMENT OPTIONS (CHECK ONE)
- --------------------------------------------------------------------------------
/ /      FULL REINVESTMENT: REINVEST ALL INCOME DIVIDENDS AND CAPITAL GAIN
         DISTRIBUTIONS WHEN PAID.
/ /      CAPITAL GAIN REINVESTMENT: REINVEST CAPITAL GAIN DISTRIBUTIONS WHEN
PAID;
         PAY INCOME DIVIDENDS IN CASH.
/ /      CASH: PAY ALL INCOME DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS IN CASH.

(NOTE: IF NONE OF THE ABOVE BOXES ARE CHECKED, SHAREHOLDERS ARE ASSIGNED THE
FULL REINVESTMENT OPTION.)

- --------------------------------------------------------------------------------
6.  DUPLICATE STATEMENT ADDRESS (optional)
- --------------------------------------------------------------------------------

     _________________________________________________________________________
    Company Name                        Contact Person

     _________________________________________________________________________
    Number and Street

     _________________________________________________________________________
    City                                State                 Zip Code

     __________________________________  ______________________________________
    Telephone (Day)                     Telephone (Evening)

- --------------------------------------------------------------------------------
7.  DEALER INFORMATION (for broker/dealer use only)
- --------------------------------------------------------------------------------

     __________________________________________________________________________
     Firm Name                           NSCC Code

    ___________________________________________________________________________
    Representative's Name               Representative's #

     ___________________________________________________________________________
    Branch Address                      Branch Code

     __________________________________________________________________________
    Dealer's Authorized Signature       Source of Business Code


- --------------------------------------------------------------------------------
8.  SIGNATURE
- --------------------------------------------------------------------------------
I am (We are) of legal age in the state of my (our) residence and wish to
purchase shares of the Fund(s) indicated as described in the current Prospectus
(a copy of which I (we) have received). By the execution of this Account
Application, the undersigned represent(s) and warrant(s) that I (we) have full
right, power and authority to make this investment and the undersigned is (are)
duly authorized to sign this Account Application and to purchase or redeem
shares of the Fund on behalf of the Investor.


         _____________________________________________________________________
         Signature of Investor/Custodian Trustee         Date

         _____________________________________________________________________
         Signature of Joint Investor/Co-Trustee          Date


         _____________________________________________________________________
         Corporate Officer (Name)                        Title

         ______________________________________________________________________
         Signature of Corporate Officer                  Title


TAXPAYER IDENTIFICATION NUMBER CERTIFICATION
(check appropriate box, if applicable).
Under the penalties of perjury, I certify:
/  /          That the number shown on this form is my correct taxpayer
              identification number and that I am not subject to backup
withholding
              because (a) I am exempt from backup withholding, (b) I have not
been
              notified by the Internal Revenue Service ("IRS") that I am subject
to
              backup withholding as a result of a failure to report all interest
or
              dividends, or (c) the IRS has notified me that I am no longer
subject
              to backup withholding.
/ /       That I have not provided a taxpayer identification number because I
         have not been issued a number, but I have applied for one or will do
         so in the near future. I understand that if I do not provide my number
         to the Fund within 60 days, the Fund will be required to begin backup
         withholding.

         ____________________________________________________________________
         Signature of Investor/Custodian/Trustee             Date

         ____________________________________________________________________
         Signature of Joint Investor/Co-Trustee              Date

         ____________________________________________________________________
         Corporate Officer (Name)                            Title

         ____________________________________________________________________
         Signature of Corporate Officer                      Title


- --------------------------------------------------------------------------------
9.  INITIAL INVESTMENT AND MAILING INSTRUCTIONS
- --------------------------------------------------------------------------------

(1) If Making Your Initial Investment by Check, Complete the Account
     Application and Mail it with Your Check,
     Payable to "Forum Funds" To:
                    FORUM FINANCIAL CORP.
                   ATTN.:  TRANSFER AGENT
                   P.O. BOX 446             BOSTON, MA
                   PORTLAND, ME  04112


(2) If Making Your Initial Investment by Bank Wire, Call the Transfer
    Agent (Forum Financial Corp.) At 800-94forum
    (800-943-6786) to Obtain an Account Number.
    Then Instruct Your Bank to Wire Federal Funds To:

              BANKBOSTON
              Boston, MA
              ABA # 011000390
              CREDIT TO:  FORUM FINANCIAL CORP.
              ACCOUNT NUMBER:  541-54171
              FOR FURTHER CREDIT TO:  (FUND NAME)
              ACCOUNT NAME / ACCOUNT NUMBER

Complete the Account Application and mail it to the address listed above.
Be sure to indicate the account number assigned to you on this Account
Application.




<PAGE>

[LOGO]


SHAREHOLDER INFORMATION:
Forum Financial Corp.
P.O. Box 446
Portland, ME 04112
207-879-0001 (IN PORTLAND, ME)
800-94FORUM (ELSEWHERE)


[GRAPHIC]




<PAGE>


[GRAPHIC]


PROSPECTUS 

INSTITUTIONAL
SERVICE SHARES

DAILY ASSETS 
TREASURY FUND

DAILY ASSETS
TREASURY
OBLIGATIONS FUND

DAILY ASSETS 
GOVERNMENT FUND

DAILY ASSETS
CASH FUND

DAILY ASSETS
TAX-EXEMPT FUND


FORUM 
FUNDS

NOVEMBER 17, 1997



<PAGE>
FORUM FUNDS
 
DAILY ASSETS TREASURY FUND
DAILY ASSETS TREASURY OBLIGATIONS FUND
DAILY ASSETS GOVERNMENT FUND
DAILY ASSETS CASH FUND
DAILY ASSETS TAX-EXEMPT FUND
 
                                   PROSPECTUS
 
   
                               November 17, 1997,
                           as amended January 2, 1998
    
- --------------------------------------------------------------------------------
 
THIS PROSPECTUS OFFERS INSTITUTIONAL SERVICE SHARES OF DAILY ASSETS TREASURY
FUND, DAILY ASSETS TREASURY OBLIGATIONS FUND, DAILY ASSETS GOVERNMENT FUND,
DAILY ASSETS CASH FUND AND DAILY ASSETS TAX-EXEMPT FUND (EACH A "FUND"). EACH
FUND IS A DIVERSIFIED NO-LOAD, MONEY MARKET PORTFOLIO OF FORUM FUNDS (THE
"TRUST"), A REGISTERED, OPEN-END, MANAGEMENT INVESTMENT COMPANY. EACH FUND SEEKS
TO PROVIDE ITS SHAREHOLDERS WITH HIGH CURRENT INCOME (WHICH, IN THE CASE OF
DAILY ASSETS TAX-EXEMPT FUND, IS EXEMPT FROM FEDERAL INCOME TAXES) TO THE EXTENT
CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE MAINTENANCE OF LIQUIDITY.
 
EACH FUND SEEKS TO ACHIEVE ITS OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE
ASSETS IN A SEPARATE PORTFOLIO OF AN OPEN-END, MANAGEMENT INVESTMENT COMPANY
WITH AN IDENTICAL INVESTMENT OBJECTIVE. SEE "PROSPECTUS SUMMARY" AND "OTHER
INFORMATION - FUND STRUCTURE." THROUGH THE PORTFOLIO IN WHICH IT INVESTS:
 
     DAILY ASSETS TREASURY FUND invests primarily in obligations of the U.S.
     Treasury or certain agencies and instrumentalities of the U.S. Government
     with a view toward providing income that is generally considered exempt
     from state and local income taxes.
 
     DAILY ASSETS TREASURY OBLIGATIONS FUND invests substantially all of its
     assets in obligations of the U.S. Treasury and in repurchase agreements
     backed by these obligations.
 
     DAILY ASSETS GOVERNMENT FUND invests substantially all of its assets in
     obligations of the U.S. Government, its agencies and instrumentalities and
     in repurchase agreements backed by these obligations.
 
     DAILY ASSETS CASH FUND invests in a broad spectrum of high-quality money
     market instruments.
 
     DAILY ASSETS TAX-EXEMPT FUND invests primarily in high-quality obligations
     of the states, territories and possessions of the U.S. and of their
     subdivisions, authorities and corporations ("municipal securities") with a
     view toward providing income that is exempt from federal income taxes.
 
   
This Prospectus sets forth concisely the information concerning the Trust and
the Funds that a prospective investor should know before investing. The Trust
has filed with the Securities and Exchange Commission ("SEC") a Statement of
Additional Information dated November 17, 1997, as amended January 2, 1998 (the
"SAI"), which contains more detailed information about the Trust and the Funds
and is available together with other related materials for reference on the
SEC's Internet Web Site (http://www.sec.gov). The SAI, which is incorporated
into this Prospectus by reference, also is available without charge by
contacting the Funds' transfer agent, Forum Financial Corp., at P.O. Box 446,
Portland, Maine 04112, (207) 879-0001 or (800) 94FORUM.
    
 
   INVESTORS SHOULD READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE.
 
                               TABLE OF CONTENTS
 
<TABLE>
<C>          <S>                                         <C>
        1.   Prospectus Summary..........................          2
        2.   Financial Highlights........................          4
        3.   Investment Objectives and Policies..........          5
        4.   Management..................................         11
        5.   Purchases and Redemptions of Shares.........         13
        6.   Distributions and Tax Matters...............         18
        7.   Other Information...........................         20
</TABLE>
 
FUND SHARES ARE NOT OBLIGATIONS, DEPOSITS OR ACCOUNTS OF, OR ENDORSED OR
GUARANTEED BY, ANY BANK OR ANY AFFILIATE OF A BANK AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FDIC, THE FEDERAL RESERVE SYSTEM OR ANY
OTHER FEDERAL AGENCY.
 
THERE CAN BE NO ASSURANCE THAT ANY FUND WILL BE ABLE TO MAINTAIN A STABLE NET
ASSET VALUE OF $1.00 PER SHARE.
 
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>
1. PROSPECTUS SUMMARY
 
HIGHLIGHTS OF THE FUNDS
 
    This prospectus offers shares of the Institutional Service class
("Institutional Service Shares") of each of the Funds. Institutional Services
Shares are offered solely through banks, trust companies and certain other
financial institutions, and their affiliates and correspondents, for investment
of their funds or funds for which they act in a fiduciary, agency or custodial
capacity. The Funds operate in accordance with the provisions of Rule 2a-7 under
the Investment Company Act of 1940 (the "1940 Act"). Each Fund invests all of
its investable assets in a separate portfolio (each a "Portfolio") of Core Trust
(Delaware), an open-end, management investment company ("Core Trust") as
follows:
 
<TABLE>
<S>                         <C>
Daily Assets Treasury Fund  Treasury Portfolio
Daily Assets Treasury
  Obligations Fund          Treasury Cash Portfolio
Daily Assets Government
  Fund                      Government Cash Portfolio
Daily Assets Cash Fund      Cash Portfolio
Daily Assets Tax-Exempt
  Fund                      Municipal Cash Portfolio
</TABLE>
 
    Accordingly, the investment experience of each Fund will correspond directly
with the investment experience of its corresponding Portfolio. See "Other
Information - Fund Structure." Each Fund currently offers three separate classes
of shares: Institutional Shares, Institutional Service Shares and Investor
Shares. Institutional Service Shares are sold through this Prospectus.
Institutional Shares and Investor Shares are each offered by a separate
prospectus. See "Other Information - Fund Structure - Other Classes of Shares."
 
   
    MANAGEMENT.  Forum Administrative Services, LLC ("FAS") supervises the
overall management of the Funds and the Portfolios and Forum Financial Services,
Inc. ("FFSI") is the distributor of the Funds' shares. Forum Investment
Advisors, LLC ("Forum Advisors") is the investment adviser of each Portfolio and
provides professional management of the Portfolios' investments. The Funds'
transfer agent, dividend disbursing agent and shareholder servicing agent is
Forum Financial Corp. (the "Transfer Agent"). See "Management" for a description
of the services provided and fees charged to the Funds.
    
 
   
    SHAREHOLDER SERVICING AND DISTRIBUTION. The Trust has adopted a Shareholder
Service Plan relating to Institutional Service Shares under which FAS is
compensated for various shareholder servicing activities. See "Management -
Shareholder Servicing" and "- Administration and Distribution."
    
 
    PURCHASES AND REDEMPTIONS.  The minimum initial investment in Institutional
Service Shares is $100,000. Institutional Service Shares may be purchased and
redeemed Monday through Friday, between 9:00 a.m. and 6:00 p.m., Eastern Time,
except on Federal holidays and days that the Federal Reserve Bank of San
Francisco (Boston in the case of Daily Assets Treasury Fund and Daily Assets
Tax-Exempt Fund) is closed ("Fund Business Days"). To be eligible to receive
that day's income, purchase orders must be received by the Transfer Agent in
good order no later than 2:00 p.m., Eastern Time (noon in the case of Daily
Assets Treasury Fund and Daily Assets Tax-Exempt Fund). Shareholders may elect
to have redemption proceeds over $5,000 transferred by bank wire to a designated
bank account. To be able to receive redemption proceeds by wire on the day of
the redemption, redemption orders must be received by the Transfer Agent in good
order no later than 2:00 p.m., Eastern Time (noon in the case of Daily Assets
Treasury Fund and Daily Assets Tax-Exempt Fund). All times may be changed
without notice by Fund management due to market activities. See "Purchase and
Redemption of Shares."
 
                                       2
<PAGE>
    EXCHANGES.  Shareholders of a Fund may exchange Institutional Service Shares
without charge for Institutional Service Shares of the other Funds. See
"Purchases and Redemptions of Shares - Exchanges."
 
    DISTRIBUTIONS.  Distributions of net investment income are declared daily
and paid monthly by each Fund and are automatically reinvested in additional
Fund shares unless the shareholder has requested payment in cash. See
"Distributions and Tax Matters."
 
    INVESTMENT CONSIDERATIONS.  There can be no assurance that any Fund will be
able to maintain a stable net asset value of $1.00 per share. Although the
Portfolios invest only in money market instruments, an investment in any Fund
involves certain risks, depending on the types of investments made and the types
of investment techniques employed. Investment in any security, including U.S.
Government Securities, involves some level of investment risk. An investment in
a Fund is not insured by the FDIC, nor is it insured or guaranteed against loss
of principal. By investing in its corresponding Portfolio, each Fund may achieve
certain efficiencies and economies of scale. Nonetheless, these investments
could also have potential adverse effects on the applicable Fund. See "Other
Information - Core Trust Structure."
 
EXPENSES OF INVESTING IN THE FUNDS
 
    The purpose of the following table is to assist investors in understanding
the various expenses that an investor in Institutional Service Shares will bear
directly or indirectly. There are no transaction expenses associated with
purchases, redemptions or exchanges of Fund shares.
 
ANNUAL FUND OPERATING EXPENSES (1)
(as a percentage of average net assets)
 
<TABLE>
<CAPTION>
                                             Daily                               Daily
                                Daily       Assets        Daily                 Assets
                               Assets      Treasury      Assets       Daily      Tax-
                              Treasury    Obligations  Government    Assets     Exempt
                                Fund         Fund       Cash Fund   Cash Fund    Fund
                             -----------  -----------  -----------  ---------  ---------
<S>                          <C>          <C>          <C>          <C>        <C>
Management
 Fees(2)...................       0.15%        0.14%        0.14%       0.14%      0.15%
Other Expenses(3)
 (after expense
 reimbursements)...........       0.30%        0.31%        0.31%       0.31%      0.30%
                             -----------  -----------  -----------  ---------  ---------
Total Operating Expenses...       0.45%        0.45%        0.45%       0.45%      0.45%
</TABLE>
 
    (1) For a further description of the various
expenses incurred in the operation of the Funds and the Portfolios, see
"Management." The amount of fees and expenses for Daily Assets Treasury Fund and
Daily Assets Cash Fund is based on the Fund's expenses for its last fiscal year
ended August 31, 1997 restated to reflect current fees; the amount of expenses
for each other Fund is based on estimated annualized expenses for those Funds'
fiscal year ending August 31, 1998. Each Fund's expenses include the Fund's pro
rata portion of all expenses of its corresponding Portfolio, which are borne
indirectly by Fund shareholders.
 
    (2) Management Fees include all
administration fees and investment advisory fees incurred by the Funds and the
Portfolios; as long as its assets are invested in a Portfolio, a Fund pays no
investment advisory fees directly.
 
    (3) Absent estimated reimbursements by
Linden, Forum Advisors and its affiliates, Other Expenses and Total Fund
Operating Expenses would be: 0.40% and 0.55%, respectively, for Daily Assets
Treasury Fund; 0.36% and 0.50%, respectively, for Daily Assets Treasury
Obligations Fund; 0.40% and 0.54%, respectively, for Daily Assets Government
Fund; 0.43% and 0.57%, respectively, for Daily Assets Cash Fund; 0.43% and
0.58%, respectively, for Daily Assets Tax-Exempt Fund. Expense reimbursements
are voluntary and may be reduced or eliminated at any time.
 
                                       3
<PAGE>
EXAMPLE
 
    Following is a hypothetical example that indicates the dollar amount of
expenses that an investor in Institutional Service Shares would pay assuming (i)
the investment of all of the Fund's assets in the Portfolio, (ii) a $1,000
investment in the Fund, (iii) a 5% annual return, (iv) the reinvestment of all
distributions and (v) redemption at the end of each period:
 
<TABLE>
<CAPTION>
                       One Year    Three Years  Five Years    Ten Years
                      -----------  -----------  -----------  -----------
<S>                   <C>          <C>          <C>          <C>
Each Fund...........   $       5    $      14    $      25    $      57
</TABLE>
 
    The example is based on the expenses listed in the Annual Fund Operating
Expenses table, which assumes the continued waiver and reimbursement of certain
fees and expenses. The five percent annual return is not predictive of and does
not represent the Funds' projected returns; rather, it is required by government
regulation. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OR RETURN. ACTUAL EXPENSES AND RETURN MAY BE GREATER OR LESS
THAN INDICATED.
 
2. FINANCIAL HIGHLIGHTS
 
   
    The following information represents selected data for a single outstanding
Institutional Service Share of Daily Assets Treasury Fund and of Daily Assets
Cash Fund. Information for the period ended August 31, 1997, was audited by
        , independent auditors. Information for prior periods was audited by
other independent auditors. The financial statements for Daily Assets Treasury
Fund and Daily Assets Cash Fund and independent auditors' report thereon for the
fiscal year ended August 31, 1997, are incorporated by reference into the SAI
and may be obtained from the Trust without charge. As of the date hereof, Daily
Assets Treasury Obligations Fund, Daily Assets Government Fund, Daily Assets
Tax-Exempt Fund, as well as Municpal Cash Portfolio had not commenced
operations.
    
 
    As of August 31, 1997, Treasury Portfolio, Treasury Cash Portfolio,
Government Cash Portfolio and Cash Portfolio had net assets of $44,321,412;
$71,102,520; $476,768,745 and $259,491,011, respectively.
<TABLE>
<CAPTION>
                                                                                                   RATIOS TO AVERAGE
                                                                                                       NET ASSETS
                                                                  DISTRIBUTIONS                --------------------------
                                 BEGINNING NET                      FROM NET      ENDING NET                     NET
                                  ASSET VALUE   NET INVESTMENT     INVESTMENT     ASSET VALUE      NET       INVESTMENT
                                   PER SHARE        INCOME           INCOME        PER SHARE    EXPENSES       INCOME
                                 -------------  ---------------  ---------------  -----------  -----------  -------------
<S>                              <C>            <C>              <C>              <C>          <C>          <C>
DAILY ASSETS TREASURY FUND
INSTITUTIONAL SERVICE SHARES
  April 1, 1997 to August 31,
   1997........................    $    1.00            0.02            (0.02)     $    1.00        0.50%(2)       4.76%(2)
  Year Ended March 31, 1997....         1.00            0.05            (0.05)          1.00        0.50%         4.70%
  Year Ended March 31, 1996....         1.00            0.05            (0.05)          1.00        0.50%         5.01%
  Year Ended March 31, 1995....         1.00            0.04            (0.04)          1.00        0.37%         4.45%
  Year Ended March 31, 1994....         1.00            0.03            (0.03)          1.00        0.33%         2.82%
  July 1, 1992 to March 31,
   1993........................         1.00            0.02            (0.02)          1.00        0.22%(2)       2.92%(2)
DAILY ASSETS CASH FUND
INSTITUTIONAL SERVICE SHARES
  October 1, 1996 to
   August 31, 1997.............         1.00            0.05            (0.05)          1.00        0.52%(2)       5.06%(2)
 
<CAPTION>
                                                               RATIO
                                              NET ASSETS    TO AVERAGE
                                               AT END OF    NET ASSETS
                                                PERIOD     -------------
                                    TOTAL       (000'S         GROSS
                                   RETURN      OMITTED)     EXPENSES(1)
                                 -----------  -----------  -------------
<S>                              <C>          <C>          <C>
DAILY ASSETS TREASURY FUND
INSTITUTIONAL SERVICE SHARES
  April 1, 1997 to August 31,
   1997........................       2.01%(3)  $  44,116        0.95%(2)
  Year Ended March 31, 1997....       4.80%       43,975         0.99%
  Year Ended March 31, 1996....       5.18%       43,103         1.06%
  Year Ended March 31, 1995....       4.45%       36,329         1.10%
  Year Ended March 31, 1994....       2.83%       26,505         1.17%
  July 1, 1992 to March 31,
   1993........................       3.13%(2)      4,687        2.43%(2)
DAILY ASSETS CASH FUND
INSTITUTIONAL SERVICE SHARES
  October 1, 1996 to
   August 31, 1997.............       4.70%(3)  $  12,076        1.22%(2)
</TABLE>
 
(1)  During each period, various fees and expenses were waived and reimbursed,
     respectively. The ratio of Gross Expenses to Average Net Assets reflects
     the expense ratio in the absence of any waivers and reimbursements for the
     Fund and its respective Portfolio.
 
(2)  Annualized.
 
(3)  Not Annualized.
 
                                       4
<PAGE>
3. INVESTMENT OBJECTIVES AND POLICIES
 
INVESTMENT OBJECTIVE
 
    The investment objective of each Fund, except Daily Assets Tax-Exempt Fund,
is to provide high current income to the extent consistent with the preservation
of capital and the maintenance of liquidity. The investment objective of Daily
Assets Tax-Exempt Fund is to provide high current income which is exempt from
federal income taxes to the extent consistent with the preservation of capital
and the maintenance of liquidity.
 
    THERE CAN BE NO ASSURANCE THAT ANY FUND OR PORTFOLIO WILL ACHIEVE ITS
INVESTMENT OBJECTIVE OR MAINTAIN A STABLE NET ASSET VALUE.
 
    Each Fund currently seeks to achieve its investment objective by investing
all of its investable assets in its corresponding Portfolio, which has the same
investment objective and substantially similar investment policies. Therefore,
although the following in part discusses the investment policies of the
Portfolios (and the responsibilities of Core Trust's board of trustees (the
"Core Trust Board")), it applies equally to the Funds (and the Trust's board of
trustees (the "Board")).
 
INVESTMENT POLICIES
 
   
    Each Portfolio invests only in high quality, short-term money market
instruments that are determined by Forum Advisors, pursuant to procedures
adopted by the Core Trust Board, to be eligible for purchase and to present
minimal credit risks. High quality instruments include those that (i) are rated
(or, if unrated, are issued by an issuer with comparable outstanding short-term
debt that is rated) in the highest rating category by two nationally recognized
statistical rating organizations ("NRSROs") or, if only one NRSRO has issued a
rating, by that NRSRO or (ii) are otherwise unrated and determined by the
Adviser to be of comparable quality. A description of the rating categories of
certain NRSROs, such as Standard & Poor's and Moody's Investors Service, Inc.,
is contained in the SAI.
    
 
    Each Portfolio invests only in U.S. dollar-denominated instruments that have
a remaining maturity of 397 days or less (as calculated under Rule 2a-7) and
maintains a dollar-weighted average portfolio maturity of 90 days or less.
Except to the limited extent permitted by Rule 2a-7 and except for U.S.
Government Securities, each Portfolio will not invest more than 5% of its total
assets in the securities of any one issuer. As used herein, "U.S. Government
Securities" means obligations issued or guaranteed as to principal and interest
by the United States government, its agencies or instrumentalities and "Treasury
Securities" means U.S. Treasury bills and notes and other U.S. Government
Securities which are guaranteed as to principal and interest by the U.S.
Treasury.
 
    In the case of municipal securities, when the assets and revenues of an
issuer are separate from those of the government creating the issuer and a
security is backed only by the assets and revenues of the issuer, the issuer and
not the creating government is deemed to be the sole issuer of the security.
Similarly, in the case of a security issued by or on behalf of public
authorities to finance various privately operated facilities that is backed only
by the assets and revenues of the non-governmental user, the non-governmental
user will be deemed to be the sole issuer of the security.
 
    Yields on money market securities are dependent on a variety of factors,
including the general conditions of the money markets and the fixed income
markets in general, the size of a particular offering, the maturity of the
obligation and the rating of the issue. A Fund's yield will tend to fluctuate
inversely with prevailing market interest rates. For instance, in periods of
falling market interest rates, yields will tend to be somewhat higher. Although
each Portfolio only invests in high quality money market instruments, an
investment in a Fund is subject to risk even if all securities in
 
                                       5
<PAGE>
the Portfolio's portfolio are paid in full at maturity. All money market
instruments, including U.S. Government Securities and municipal securities, can
change in value when there is a change in interest rates, the issuer's actual or
perceived creditworthiness or the issuer's ability to meet its obligations. The
achievement of a Fund's investment objective is dependent in part on the
continuing ability of the issuers of the securities in which the Portfolio
invests to meet their obligations for the payment of principal and interest when
due.
 
DAILY ASSETS TREASURY FUND
 
    Treasury Portfolio seeks to attain its investment objective by investing
primarily in Treasury Securities. Under normal market conditions, the Portfolio
will invest at least 65% of its total assets in Treasury Securities. The
Portfolio may also invest in other U.S. Government Securities. The Portfolio
invests with a view toward providing income that is generally considered exempt
from state and local income taxes. The Portfolio will purchase a U.S. Government
Security (other than a Treasury Security) only if that security has a remaining
maturity of thirteen months or less.
 
    Among the U.S. Government Securities in which the Portfolio may invest are
obligations of the Farm Credit System, Farm Credit System Financial Assistance
Corporation, Federal Financing Bank, Federal Home Loan Banks, General Services
Administration, Student Loan Marketing Association, and Tennessee Valley
Authority. Income on these obligations and the obligations of certain other
agencies and instrumentalities is generally not subject to state and local
income taxes by Federal law. In addition, the income received by Fund
shareholders that is attributable to these investments will also be exempt in
most states from state and local income taxes. Shareholders should determine
through consultation with their own tax advisers whether and to what extent
dividends payable by the Fund from interest received with respect to its
investments will be considered to be exempt from state and local income taxes in
the shareholder's state. Shareholders similarly should determine whether the
capital gain and other income, if any, payable by the Fund will be subject to
state and local income taxes in the shareholder's state. See "Distributions and
Tax Matters."
 
    The U.S. Government Securities in which the Portfolio may invest include
securities supported primarily or solely by the creditworthiness of the issuer.
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.
 
DAILY ASSETS TREASURY OBLIGATIONS FUND
 
    Treasury Cash Portfolio seeks to attain its investment objective by
investing substantially all of its assets in Treasury Securities and in
repurchase agreements backed by Treasury Securities.
 
DAILY ASSETS GOVERNMENT FUND
 
    Government Cash Portfolio seeks to attain its investment objective by
investing substantially all of its assets in U.S. Government Securities and in
repurchase agreements backed by U.S. Government Securities. The U.S. Government
Securities in which the Portfolio may invest include Treasury Securities and
securities supported primarily or solely by the creditworthiness of the issuer,
such as securities of the Federal National Mortgage Association, Federal Home
Loan Banks and Student Loan Marketing Association. 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.
 
                                       6
<PAGE>
DAILY ASSETS CASH FUND
 
    Cash Portfolio seeks to attain its investment objective by investing in a
broad spectrum of money market instruments. The Portfolio may invest in (i)
obligations of domestic financial institutions, (ii) U.S. Government Securities
(see "Investment Objectives and Policies - Daily Assets Government Fund") and
(iii) corporate debt obligations of domestic issuers.
 
    Financial institution obligations include negotiable certificates of
deposit, bank notes, bankers' acceptances and time deposits of banks (including
savings banks and savings associations) and their foreign branches. The
Portfolio limits its investments in bank obligations to banks which at the time
of investment have total assets in excess of one billion dollars. Certificates
of deposit represent an institution's obligation to repay funds deposited with
it that earn a specified interest rate over a given period. Bank notes are debt
obligations of a bank. 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 by the Portfolio but may be subject to early withdrawal penalties which
could reduce the Portfolio's yield.
 
    Corporate debt obligations include commercial paper (short-term promissory
notes) issued by companies to finance their, or their affiliates', current
obligations. The Portfolio may also invest in commercial paper or other
corporate securities issued in "private placements" that are restricted as to
disposition under the Federal securities laws ("restricted securities"). Any
sale of these securities may not be made absent registration under the
Securities Act of 1933 or the availability of an appropriate exemption
therefrom. Some of these restricted securities, however, are eligible for resale
to institutional investors, and accordingly, a liquid market may exist for them.
Pursuant to guidelines adopted by the Core Trust Board, the investment adviser
will determine whether each such investment is liquid.
 
DAILY ASSETS TAX-EXEMPT FUND
 
    Municipal Cash Portfolio seeks to attain its investment objective by
investing primarily in municipal securities. The Portfolio attempts to maintain
100% of its assets invested in federally tax-exempt municipal securities; during
periods of normal market conditions the Portfolio will have at least 80% of its
net assets invested in federally tax-exempt instruments the income from which
may be subject to the federal alternative minimum tax ("AMT").
 
    The Portfolio may from time to time invest more than 25% of its assets in
obligations of issuers located in one state but, under normal circumstances,
will not invest more than 35% of its assets in obligations of issuers located in
one state or territory. If the Portfolio concentrates its investments in this
manner, it will be more susceptible to factors adversely affecting issuers of
those municipal securities than would be a more geographically diverse municipal
securities portfolio. These risks arise from the financial condition of the
particular state or territory and its political subdivisions.
 
    THE SHORT-TERM MUNICIPAL SECURITIES MARKET. It is anticipated that a
substantial amount of the municipal securities held by the Portfolio will be
supported by credit and liquidity enhancements, such as letters of credit (which
are not covered by federal deposit insurance) or put or demand features of third
party financial institutions, generally domestic and foreign banks. Accordingly,
the credit quality and liquidity of the Portfolio will be dependent in part upon
the credit quality of the banks supporting the Portfolio's investments. This
will result in exposure to risks pertaining to the
 
                                       7
<PAGE>
banking industry, including the foreign banking industry. These risks include a
sustained increase in interest rates, which can adversely affect the
availability and cost of a bank's lending activities; exposure to credit losses
during times of economic decline; concentration of loan portfolios in certain
industries; regulatory developments; and competition among financial
institutions. Brokerage firms and insurance companies also provide certain
liquidity and credit support. The Portfolio's policy is to purchase municipal
securities with third party credit or liquidity support only after the Adviser
has considered the creditworthiness of the financial institution providing the
support and believes that the security presents minimal credit risk.
 
    The Portfolio may purchase long term municipal securities with various
maturity shortening provisions. For instance, variable rate demand notes
("VRDN") are municipal bonds with maturities of up to 40 years that are sold
with a demand feature (an option for the holder of the security to sell the
security back to the issuer) which may be exercised by the security holder at
predetermined intervals, usually daily or weekly. The interest rate on the
security is typically reset by a remarketing or similar agent at prevailing
interest rates. VRDNs may be issued directly by the municipal issuer or created
by a bank, broker-dealer or other financial institution by selling a previously
issued long-term bond with a demand feature attached. Similarly, tender option
bonds (also referred to as certificates of participation) are municipal
securities with relatively long original maturities and fixed rates of interest
that are coupled with an agreement of a third party financial institution under
which the third party grants the security holders the option to tender the
securities to the institution and receive the face value thereof. The option may
be exercised at periodic intervals, usually six months to a year. As
consideration for providing the option, the financial institution receives a fee
equal to the difference between the underlying municipal security's fixed rate
and the rate, as determined by a remarketing or similar agent, that would cause
the securities, coupled with the tender option, to trade at par on the date of
the interest rate determination. These bonds effectively provide the holder with
a demand obligation that bears interest at the prevailing short-term municipal
securities interest rate.
 
    The Portfolio also may acquire "puts" on municipal securities it purchases.
A put gives the Portfolio the right to sell the municipal security at a
specified price at any time before a specified date. The Portfolio will acquire
puts only to enhance liquidity, shorten the maturity of the related municipal
security or permit the Portfolio to invest its funds at more favorable rates.
Generally, the Portfolio will buy a municipal security that is accompanied by a
put only if the put is available at no extra cost. In some cases, however, the
Portfolio may pay an extra amount to acquire a put, either in connection with
the purchase of the related municipal security or separately from the purchase
of the security.
 
    The Portfolio may purchase municipal securities together with the right to
resell them to the seller or a third party at an agreed-upon price or yield
within specified periods prior to their maturity dates. Such a right to resell
is commonly known as a "stand-by commitment," and the aggregate price which the
Portfolio pays for securities with a stand-by commitment may be higher than the
price which otherwise would be paid. The primary purpose of this practice is to
permit the Portfolio to be as fully invested as practicable in municipal
securities while preserving the necessary flexibility and liquidity to meet
unanticipated redemptions. In this regard, the Portfolio acquires stand-by
commitments solely to facilitate portfolio liquidity and does not exercise its
rights thereunder for trading purposes. Stand-by commitments involve certain
expenses and risks, including the inability of the issuer of the commitment to
pay for the securities at the time the commitment is exercised,
non-marketability of the commitment, and differences between the maturity of the
underlying security and the maturity of the commitment.
 
                                       8
<PAGE>
    MUNICIPAL BONDS.  Municipal bonds are long term fixed-income securities.
"General obligation" bonds are secured by a municipality's pledge of its full
faith, credit and taxing power for the payment of principal and interest.
"Revenue" bonds are usually payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from the proceeds
of a special excise or other tax, but not from general tax revenues. Under a
"moral obligation" bond (which is normally issued by special purpose public
authorities), if the issuer is unable to meet its obligations under the bonds
from current revenues, it may draw on a reserve fund that is backed by the moral
commitment (but not the legal obligation) of the state or municipality that
created the issuer. The Portfolio may invest in industrial development bonds,
which in most cases are revenue bonds. The payment of the principal and interest
on these bonds is dependent solely on the ability of an initial or subsequent
user of the facilities financed by the bonds to meet its financial obligations
and the pledge, if any, of real and personal property so financed as security
for such payment.
 
    MUNICIPAL NOTES AND LEASES.  Municipal notes, which may be either "general
obligation" or "revenue" securities, are short-term fixed income securities
intended to fulfill short-term capital needs of a municipality. Municipal
leases, which may take various forms, are issued by municipalities to acquire a
wide variety of equipment and facilities. Municipal leases frequently have
special risks not normally associated with other municipal securities. Municipal
leases (which normally provide for title to the leased assets to pass eventually
to the government issuer) have evolved as a means for governmental issuers to
acquire property and equipment without meeting the constitutional and statutory
requirements for the issuance of debt. The debt-issuance limitations of many
state constitutions and statutes are deemed to be inapplicable because of the
inclusion in many leases or contracts of "non-appropriation" clauses that
provide that the governmental issuer has no obligation to make future payments
under the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis.
 
    PARTICIPATION INTERESTS.  The Portfolio may purchase participation interests
in municipal securities that are owned by banks or other financial institutions.
Participation interests usually 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.
 
    TAXABLE INVESTMENTS.  The Portfolio may invest up to 20% of the value of its
net assets in cash and money market instruments, the interest income on which is
subject to federal income taxation. In addition, when business or financial
conditions warrant or when an adequate supply of appropriate municipal
securities is not available, the Portfolio may assume a temporary defensive
position and invest without limit in such taxable money market instruments.
 
ADDITIONAL INVESTMENT POLICIES
 
    Each Fund's and each Portfolio's investment objective and certain investment
limitations, as described in the SAI, are fundamental and therefore, may not be
changed without approval of the holders of a majority of the Fund's or
Portfolio's, as applicable, outstanding voting securities (as defined in the
1940 Act). Except as otherwise indicated herein or in the SAI, investment
policies of a Fund or a Portfolio may be changed by the applicable board of
trustees without shareholder approval. Each Portfolio is permitted to hold cash
in any amount pending investment in securities and may invest in other
investment companies that intend to comply with Rule 2a-7 and have substantially
similar investment objectives and policies. A further description of the Funds'
and the Portfolios' investment policies is contained in the SAI.
 
                                       9
<PAGE>
    BORROWING.  Each Portfolio may borrow money for temporary or emergency
purposes (including the meeting of redemption requests), but not in excess of
33 1/3% of the value of the Portfolio's total assets. Borrowing for purposes
other than meeting redemption requests will not exceed 5% of the value of the
Portfolio's total assets.
 
   
    REPURCHASE AGREEMENTS.  Each Portfolio may seek additional income or
liquidity by entering into repurchase agreements. Repurchase agreements are
transactions in which a Portfolio 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 one to seven days later. The resale price
reflects a market rate of interest that is not related to the coupon rate or
maturity of the purchased security. The Portfolios' custodian holds the
underlying collateral, which is maintained at not less than 100% of the
repurchase price. Repurchase agreements involve certain credit risks not
associated with direct investment in securities. Each Portfolio, however,
intends to enter into repurchase agreements only with sellers which Forum
Advisors believes present minimal credit risks in accordance with guidelines
established by the Core Trust Board. In the event that a seller defaulted on its
repurchase obligation, however, a Portfolio might suffer a loss.
    
 
   
    LIQUIDITY.  To ensure adequate liquidity, each Portfolio may not invest more
than 10% of its net assets in illiquid securities, including, repurchase
agreements not entitling the Portfolio to payment of principal within seven
days. There may not be an active secondary market for securities held by a
Portfolio. The value of securities that have a limited market tend to fluctuate
more than those that have an active market. Forum Advisors monitors the
liquidity of the Portfolio's investments, but there can be no guarantee that an
active secondary market will exist.
    
 
   
    WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES.  In order to assure itself of
being able to obtain securities at prices which Forum Advisors believes might
not be available at a future time, Forum Advisors may purchase securities on a
when-issued or delayed delivery basis. When these transactions are negotiated,
the price or yield is fixed at the time the commitment is made, but delivery and
payment for the securities take place at a later date. Securities so purchased
are subject to market price fluctuation and no interest on the securities
accrues to a Portfolio until delivery and payment take place. Accordingly, the
value of the securities on the delivery date may be more or less than the
purchase price. Commitments for when-issued or delayed delivery transactions
will be entered into only when a Portfolio has the intention of actually
acquiring the securities, but the Portfolio may sell the securities before the
settlement date if deemed advisable. Failure by the other party to deliver a
security purchased by a Portfolio may result in a loss or missed opportunity to
make an alternative investment. As a result of entering into forward
commitments, the Funds are exposed to greater potential fluctuations in the
value of their assets and net asset values per share.
    
 
    VARIABLE AND FLOATING RATE SECURITIES.  The securities in which each
Portfolio invest may have variable or floating rates of interest. These
securities pay interest at rates that are adjusted periodically according to a
specified formula, usually with reference to some interest rate index or market
interest rate. The interest paid on these securities is a function primarily of
the index or market rate upon which the interest rate adjustments are based.
Those securities with ultimate maturities of greater than 397 days may be
purchased only in accordance with the provisions of Rule 2a-7. Under that Rule,
only those long-term instruments that have demand features which comply with
certain requirements and certain U.S. Government Securities may be purchased.
Similar to fixed rate debt instruments, variable and floating rate instruments
are subject to changes in value based on changes in market interest rates or
changes in the issuer's creditworthiness.
 
                                       10
<PAGE>
    No Portfolio may purchase a variable or floating rate security whose
interest rate is adjusted based on a long-term interest rate or index, on more
than one interest rate or index, or on an interest rate or index that materially
lags behind short-term market rates (these prohibited securities are often
referred to as "derivative" securities). All variable and floating rate
securities purchased by a Portfolio will have an interest rate that is adjusted
based on a single short-term rate or index, such as the Prime Rate.
 
    FINANCIAL INSTITUTION GUIDELINES.  Treasury Cash Portfolio and Government
Cash Portfolio invests only in instruments which, if held directly by a bank or
bank holding company organized under the laws of the United States or any state
thereof, would be assigned to a risk-weight category of no more than 20% under
the current risk based capital guidelines adopted by the Federal bank
regulators. These Portfolios do not intend to hold in their portfolio any
securities or instruments that would be subject to restriction as to amount held
by a national bank under Title 12, Section 24 (Seventh) of the United States
Code. In addition, these Portfolios limit their investments to those permissible
for Federally chartered credit unions under applicable provisions of the Federal
Credit Union Act and the applicable rules and regulations of the National Credit
Union Administration. Government Cash Portfolio limits its investments to
investments that are legally permissible for Federally chartered savings
associations without limit as to percentage and to investments that permit Fund
shares to qualify as liquid assets and as short-term liquid assets.
 
4. MANAGEMENT
 
    The business of the Trust is managed under the direction of the Board and
the business of Core Trust is managed under the direction the Core Trust Board.
The Board formulates the general policies of the Funds and meets periodically to
review the results of the Funds, monitor investment activities and practices and
discuss other matters affecting the Funds and the Trust. The Core Trust Board
performs similar functions for the Portfolios and Core Trust. The SAI contains
general background information about the trustees and officers of the Trust and
Core Trust.
 
ADMINISTRATION AND DISTRIBUTION
 
    Subject to the supervision of the Board, FAS supervises the overall
management of the Trust, including overseeing the Trust's receipt of services,
advising the Trust and the Trustees on matters concerning the Trust and its
affairs, and providing the Trust with general office facilities and certain
persons to serve as officers. For these services and facilities, FAS receives a
fee at an annual rate of 0.05% of the daily net assets of each Fund. FAS also
serves as administrator of the Portfolios and provides administrative services
for each Portfolio that are similar to those provided to the Funds. For its
administrative services to the Portfolios, FAS receives a fee at an annual rate
of 0.05% of the average daily net assets of each Portfolio. Forum Accounting
Services, LLC ("Forum Accounting") performs portfolio accounting services for
the Funds and Portfolios pursuant to agreements with the Trust and Core Trust
and is paid a separate fee for these services.
 
    FFSI acts as the agent of the Trust in connection with the offering of
shares of the Funds but receives no compensation for these services. FFSI is a
registered broker-dealer and is a member of the National Association of
Securities Dealers, Inc.
 
    FAS, FFSI, Forum Advisors, Forum Accounting and the Transfer Agent are
members of the Forum Financial Group of companies and together provide a full
range of services to the investment company and financial services industry. As
of the date of this Prospectus, each of these companies was controlled by John
Y. Keffer, President and Chairman of the Trust, and FAS and FFSI provided
administration services to registered investment companies with assets of
approximately $30 billion.
 
                                       11
<PAGE>
   
INVESTMENT ADVISER
    
 
   
    Subject to the general supervision of the Core Trust Board, Forum Advisors
makes investment decisions for each Portfolio and monitors the Portfolios'
investments. Forum Advisors, which is located at Two Portland Square, Portland,
Maine 04101, provides investment advisory services to five other mutual funds.
Anthony R. Fischer, Jr. is primarily responsible for the day to day management
of each Portfolio.
    
 
   
    For its services, Forum Advisors receives an advisory fee at an annual rate
of 0.05% of Treasury Portfolio's and Municipal Cash Portfolio's average daily
net assets. For services provided to each of Treasury Cash Portfolio, Government
Cash Portfolio and Cash Portfolio, Forum Advisors receives an advisory fee based
upon the total average daily net assets of those Portfolios ("Total Portfolio
Assets"). Forum Advisors fee is calculated at an annual rate on a cumulative
basis as follows: 0.06% of the first $200 million of Total Portfolio Assets,
0.04% of the next $300 million of Total Portfolio Assets, and 0.03% of the
remaining Total Portfolio Assets. A Fund's expenses include the Fund's pro rata
portion of the advisory fee paid by the corresponding Portfolio.
    
 
SHAREHOLDER SERVICING
 
    TRANSFER AND DIVIDEND DISBURSING AGENT. Shareholder inquiries and
communications concerning the Funds may be directed to the Transfer Agent at the
address and telephone numbers on the first page of this Prospectus. The Transfer
Agent maintains an account for each shareholder of the Funds (unless such
accounts are maintained by sub-transfer agents or processing agents) and
performs other transfer agency and related functions. The Transfer Agent is
authorized to subcontract any or all of its functions to one or more qualified
sub-transfer agents or processing agents, which may be its affiliates, who agree
to comply with the terms of the Transfer Agent's agreement with the Trust. The
Transfer Agent may pay those agents for their services, but no such payment will
increase the Transfer Agent's compensation from the Trust. For its services, the
Transfer Agent is paid a transfer agent fee at an annual rate of 0.10% of the
average daily net assets of each Fund attributable to Institutional Service
Shares plus $12,000 per year for each Fund and certain account and additional
class charges and is reimbursed for certain expenses incurred on behalf of the
Funds.
 
    SHAREHOLDER SERVICE AGENTS.  The Trust has adopted a shareholder service
plan ("Shareholder Service Plan") which provides that, as compensation for FAS's
service activities with respect to the Institutional Service Shares, the Trust
shall pay FAS a fee at an annual rate of 0.25% of the average daily net assets
attributable to Institutional Service Shares. FAS is authorized to enter into
shareholder servicing agreements pursuant to which a shareholder servicing
agent, on behalf of its customers, performs certain shareholder services not
otherwise provided by the Transfer Agent. As compensation for its services, the
shareholder servicing agent is paid a fee by FAS of up to 0.25% of the average
daily net assets of Institutional Service Shares owned by investors for which
the shareholder service agent maintains a servicing relationship. Certain
shareholder servicing agents may be subtransfer or processing agents.
 
    Among the services provided by shareholder servicing agents are answering
customer inquiries regarding the manner in which purchases, exchanges and
redemptions of shares of the Trust may be effected and other matters pertaining
to the Trust's services; providing necessary personnel and facilities to
establish and maintain shareholder accounts and records; assisting shareholders
in arranging for processing purchase, exchange and redemption transactions;
arranging for the wiring of funds; guaranteeing shareholder signatures in
connection with redemption orders and transfers and changes in
shareholder-designated accounts; integrating periodic statements with other
customer transactions; and providing such other related services as the
shareholder may request.
 
                                       12
<PAGE>
EXPENSES OF THE FUNDS
 
    Each Fund's expenses comprise Trust expenses attributable to the Fund, which
are charged to the Fund, and expenses not attributable to a particular fund of
the Trust, which are allocated among the Fund and all other funds of the Trust
in proportion to their average net assets. Each service provider in its sole
discretion may elect to waive (or continue to waive) all or any portion of its
fees, which are accrued daily and paid monthly, and may reimburse a Fund for
certain expenses. Any such waivers or reimbursements would have the effect of
increasing a Fund's performance for the period during which the waiver was in
effect and would not be recouped at a later date.
 
    Each Fund's expenses include the service fees described in this Prospectus,
the fees and expenses of the Board, applicable insurance and bonding expenses
and state and SEC registration fees. Each Fund bears its pro rata portion of the
expenses of the Portfolio in which it invests along with all other investors in
the Portfolio.
 
5. PURCHASES AND REDEMPTIONS OF SHARES
 
GENERAL INFORMATION
 
    All transactions in Fund shares are effected through the Transfer Agent,
which accepts orders for purchases and redemptions from shareholders of record
and new investors. 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 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 receipt of an order in proper form, on each Fund Business
Day. Fund shares are issued immediately after an order for the shares in proper
form, accompanied by funds on deposit at a Federal Reserve Bank ("Federal
Funds"), is accepted by the Transfer Agent. Each Fund's net asset value is
calculated at 4:00 p.m., Eastern Time.
 
    Fund shares become entitled to receive distributions on the day the purchase
order is accepted if the order and payment are received by the Transfer Agent as
follows:
 
<TABLE>
<CAPTION>
                               Order        Payment
                              Must be       Must be
                            Received by   Received by
                            ------------  ------------
<S>                         <C>           <C>
Daily Assets Treasury Fund
 and Daily Assets
 Tax-Exempt Fund..........  12:00 p.m.,   4:00 p.m.,
                            Eastern time  Eastern time
All other Funds...........  2:00 p.m.,    4:00 p.m.,
                            Eastern time  Eastern time
</TABLE>
 
    If a purchase order is transmitted to the Transfer Agent (or the wire is
received) after the times listed above, the investor will not receive a
distribution on that day. On days that the New York Stock Exchange or Federal
Reserve Bank of San Francisco (Boston in the case of Daily Assets Treasury Fund
and Daily Assets Tax-Exempt Fund) closes early or the Public Securities
Association recommends that the government securities markets close early, the
Trust may advance the time by which the Transfer Agent must receive completed
wire purchase orders and the cut-off times set forth above.
 
    Each Fund reserves the right to reject any subscription for the purchase of
Fund shares. Stock certificates are issued only to shareholders of record upon
their written request and no certificates are issued for fractional shares.
 
    REDEMPTIONS.  Fund shares may be redeemed without charge at their net asset
value 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 receipt by the
Transfer Agent of the
 
                                       13
<PAGE>
redemption order in proper form (and any supporting documentation which the
Transfer Agent may require). Shares redeemed are not entitled to receive
distributions declared on or after the day on which the redemption becomes
effective.
 
    For wire redemption orders received after 12:00 p.m., Eastern time, in the
case of Daily Assets Treasury Fund and Daily Assets Tax-Exempt Fund, and after
2:00 p.m., Eastern Time, in the case of each other Fund, the Transfer Agent will
wire proceeds the next Fund Business Day. On days that the New York Stock
Exchange or Federal Reserve Bank of San Francisco (Boston in the case of Daily
Assets Treasury Fund and Daily Assets Tax-Exempt Fund) closes early or the
Public Securities Association recommends that the government securities markets
close early, the Trust may advance the time by which the Transfer Agent must
receive completed wire redemption orders.
 
    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 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
$5,000.
 
PURCHASE AND REDEMPTION PROCEDURES
 
    Investors may open an account by completing the application at the back of
this Prospectus or by contacting the Transfer Agent at the address on the first
page of this Prospectus. To request 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 the
Transfer Agent.
 
INITIAL PURCHASE OF SHARES
 
    There is a $100,000 minimum for total initial investments through of by any
financial institution in each Fund.
 
    BY MAIL.  Investors may send a check made payable to the Trust along with a
completed account application to the Transfer Agent. Checks are accepted at full
value subject to collection. Payment by a check drawn on any member of the
Federal Reserve System can normally be converted
 
                                       14
<PAGE>
into Federal Funds within two business days after receipt of the check. Checks
drawn on some non-member banks may take longer.
 
    For individual or Uniform Gift to Minors Act accounts, the check or money
order used to purchase shares of a Fund must be made payable to "Forum Funds" or
to one or more owners of that account and endorsed to Forum Funds. For
corporation, partnership, trust, 401(k) plan or other non-individual type
accounts, the check used to purchase shares of a Fund must be made payable on
its face to "Forum Funds." No other method of payment by check will be accepted.
All purchases must be paid in U.S. dollars; checks must be drawn on U.S. banks.
Payment by Traveler's Checks is prohibited.
 
    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 the
Trust at 800-94FORUM (800-943-6786) or (207) 879-0001 to obtain an account
number. The investor should then instruct a bank to wire the investor's money
immediately to:
 
    BankBoston
    Boston, Massachusetts
    ABA# 011000390
    For Credit To: Forum Financial Corp.
    Account #: 541-54171
        Re: [Name of Fund] - Institutional
            Service Shares
         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.
 
    THROUGH FINANCIAL INSTITUTIONS.  Shares may be purchased and redeemed
through certain broker-dealers, banks or other financial institutions
("Processing Organizations"), including affiliates of the Transfer Agent.
Processing Organizations may charge their customers a fee for their services and
are responsible for promptly transmitting purchase, redemption and other
requests to a Fund. The Trust is not responsible for the failure of any
Processing Organization to promptly forward these requests.
 
    Investors who purchase or redeem shares in this manner will be subject to
the procedures of their Processing Organization, which may include charges,
limitations, investment minimums, cutoff times and restrictions in addition to,
or different from, those applicable to shareholders who invest in a Fund
directly. These investors should acquaint themselves with their institution's
procedures and should read this Prospectus in conjunction with any materials and
information provided by their institution. Investors who purchase Fund shares
through a Processing Organization may or may not be the shareholder of record
and, subject to their institution's and the Fund's procedures, may have Fund
shares transferred into their name. Certain Processing Organizations may enter
purchase orders with payment to follow.
 
    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.
 
SUBSEQUENT PURCHASES OF SHARES
 
    Subsequent purchases may be made by mailing a check, by sending a bank wire
or through a financial institution as indicated above. Shareholders using the
wire system for purchase should first telephone the Trust at 800-94FORUM
 
                                       15
<PAGE>
(800-943-6786) or (207) 879-0001 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, preselected 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
the Fund monthly or quarterly. Shareholders may terminate their automatic
investments or change the amount to be invested at any time by written
notification to the Transfer Agent.
 
REDEMPTION OF SHARES
 
    Shareholders who 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 days 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 the Transfer Agent accompanied by any stock certificate that
may have been issued to the shareholder. All written requests for redemption
must be signed by the shareholder with signature guaranteed and all certificates
submitted for redemption must be endorsed by the shareholder with signature
guaranteed.
 
    BY TELEPHONE.  A shareholder who has elected telephone redemption privileges
may make a telephone redemption request by calling the Transfer Agent at
800-94FORUM (800-943-6786) or (207) 879-0001 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 who has
elected wire redemption privileges may request the 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 the redemption
request in proper form is received by the Transfer Agent.
 
    OTHER REDEMPTION MATTERS.  To protect shareholders and the Funds against
fraud, signatures on certain requests must have a signature guarantee. Requests
must be made in writing and include a signature guarantee for any of the
following transactions: (1) any endorsement on a stock certificate; (2) written
instruction to redeem Shares whose value exceeds $50,000; (3) instructions to
change a shareholder's record name; (4) redemption in an account in which the
account address or account registration has changed within the last 30 days; (5)
the proceeds are not being sent to the address of record, preauthorized bank
account, or preauthorized brokerage firm account; (6) proceeds are to be paid to
someone other than the registered owners or to an account with a different
registration; (7) change of 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 acceptable
to the Transfer Agent, including a bank, a broker, a dealer, a national
securities exchange, a credit union, or a savings association that is authorized
to guarantee
 
                                       16
<PAGE>
signatures. Whenever a signature guarantee is required, the signature of each
person required to sign for the account must be guaranteed. A notarized
signature is not sufficient.
 
    The Transfer Agent will deem a shareholder's account "lost" if
correspondence to the shareholder's address of record is returned as
undeliverable, 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 Institutional Service Shares of
any other Fund. Exchanges are subject to the fees charged by, and the
restrictions listed in the prospectus for, the Fund into which a shareholder is
exchanging, including minimum investment requirements. The Funds do not charge
for exchanges, and there is currently no limit on the number of exchanges a
shareholder may make, but each Fund reserves the right to limit excessive
exchanges by any shareholder. See "Additional Purchase and Redemption
Information" in the SAI.
 
    Exchanges may only be made between accounts registered in the same name. 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 new account. Shareholders may only exchange into a Fund if
that Fund's shares may legally be sold in the shareholder's state of residence.
 
    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.
Accordingly, a shareholder may realize a capital gain or loss with respect to
the shares redeemed. 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. The exchange privilege may be modified materially or terminated
by the Trust at any time upon 60 days' notice to shareholders.
 
    BY MAIL.  Exchanges may be accomplished by written instruction to the
Transfer Agent accompanied by any stock certificate that may have been issued to
the shareholder. All written requests for exchanges must be signed by the
shareholder (a signature guarantee is not required) and all certificates
submitted for exchange must be endorsed by the shareholder with signature
guaranteed.
 
    BY TELEPHONE.  Exchanges may be accomplished by telephone by any shareholder
who has elected telephone exchange privileges by calling the Transfer Agent at
800-94FORUM (800-943-6786) or (207) 879-0001 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.
 
6. DISTRIBUTIONS AND TAX MATTERS
 
DISTRIBUTIONS
 
    Distributions of each Fund's net investment income are declared daily and
paid monthly following the close of the last Fund Business Day of the month.
Each type of net capital gain realized by a Fund, if any, will be distributed
annually. Shareholders may choose to have all distributions reinvested in
additional shares of the Fund or received in cash. In addition, shareholders may
have all distributions of net capital gain reinvested in additional shares of
the Fund and distributions of net investment income paid in cash. All
distributions
 
                                       17
<PAGE>
are treated in the same manner for Federal income tax purposes whether received
in cash or reinvested in shares of the Fund.
 
    All distributions will be reinvested at the Fund's net asset value as of the
payment date of the dividend. All distributions are reinvested unless another
option is selected. All distributions not reinvested will be paid to the
shareholder in cash and may be paid more than seven days following the date on
which distribution would otherwise be reinvested.
 
TAXES
 
    TAX STATUS OF THE FUNDS.  Each Fund intends to qualify or continue to
qualify to be taxed as a "regulated investment company" under the Internal
Revenue Code of 1986, as amended. Accordingly, no Fund will be liable for
Federal income taxes on the net investment income and capital gain distributed
to its shareholders. Because each Fund intends to distribute all of its net
investment income and net capital gain each year, the Funds should also avoid
Federal excise taxes.
 
    Distributions paid by each Fund out of its net investment income (including
realized net short-term capital gain) are taxable to the shareholders of the
Fund as ordinary income. Two different tax rates apply to net capital gain -
that is, the excess of net gain from capital assets held for more than one year
over net losses from capital assets held for not more than one year. One rate
(generally 28%) applies to net gain on capital assets held for more than one
year but not more than 18 months and a second rate (generally 20%) applies to
the balance of such net capital gains. Distributions of net capital gain will be
taxable to shareholders as such, regardless of how long a shareholder has held
shares in the Fund.
 
    THE PORTFOLIOS.  The Portfolios are not required to pay Federal income taxes
on their net investment income and capital gain, as they are treated as
partnerships for Federal income tax purposes. All interest, dividends and gains
and losses of a Portfolio are deemed to have been "passed through" to the
respective Fund in proportion to the Fund's holdings of the Portfolio,
regardless of whether such interest, dividends or gains have been distributed by
the Portfolio.
 
    DAILY ASSETS TAX-EXEMPT FUND.  Distributions paid by Daily Assets Tax-Exempt
Fund out of federally tax-exempt interest income earned by the Fund
("exempt-interest dividends") generally will not be subject to federal income
tax in the hands of the Fund's shareholders. Substantially all of the
distributions paid by the Fund are anticipated to be exempt-interest dividends.
Persons who are "substantial users" or "related persons" thereof of facilities
financed by private activity securities held by the Fund, however, may be
subject to federal income tax on their pro rata share of the interest income
from those securities and should consult their tax advisers before purchasing
shares. Exempt-interest dividends are included in the "adjusted current
earnings" of corporations for purposes of the federal alternative minimum tax
("AMT").
 
    Interest on indebtedness incurred by shareholders to purchase or carry
shares of the Fund generally is not deductible for federal income tax purposes.
Under rules for determining when borrowed funds are used for purchasing or
carrying particular assets, shares of the Fund may be considered to have been
purchased or carried with borrowed funds even though those funds are not
directly linked to the shares.
 
    The income from the Portfolio's investments may be subject to the AMT.
Interest on certain municipal securities issued to finance "private activities"
("private activity securities") is a "tax preference item" for purposes of the
AMT applicable to certain individuals and corporations even though such interest
will continue to be fully tax-exempt for regular federal income tax purposes.
The Portfolio may purchase private activity securities, the interest on which
may constitute a "tax preference item" for purposes of the AMT.
 
                                       18
<PAGE>
    STATE AND LOCAL TAXES.  Daily Assets Treasury Fund's investment policies are
structured to provide shareholders, to the extent permissible by Federal and
state law, with income that is exempt or excluded from income taxation at the
state and local level. Many states (by statute, judicial decision or
administrative action) do not tax dividends from a regulated investment company
that are attributable to interest on obligations of the U.S. Treasury and
certain U.S. Government agencies and instrumentalities if the interest on those
obligations would not be taxable to a shareholder that held the obligation
directly. As a result, substantially all distributions paid by the Fund to
shareholders residing in certain states will be exempt or excluded from state
income taxes. A portion of the distributions paid by the other Funds to
shareholders may be exempt or excluded from state income taxes, but these Funds
are not managed to provide any specific amount of state tax-free income to
shareholders.
 
    The exemption for Federal income tax purposes of distributions derived from
interest on municipal securities does not necessarily result in an exemption
under the income or other tax laws of any state or local taxing authority.
Shareholders of Daily Assets Tax-Exempt Fund may be exempt from state and local
taxes on distributions of tax-exempt interest income derived from obligations of
the state and/or municipalities of the state in which they reside but may be
subject to tax on income derived from the municipal securities of other
jurisdictions.
 
    Shareholders are advised to consult with their tax advisers concerning the
application of state and local taxes to investments in a Fund which may differ
from the federal income tax consequences described above.
 
    GENERAL.  Each Fund may be required by Federal law to withhold 31% of
reportable payments (which may include taxable 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 a Fund is correct and
that the shareholder is not subject to backup withholding.
 
    Each Fund must include a portion of the original issue discount of
zero-coupon securities, if any, as income even though these securities do not
pay any interest until maturity. Because each Fund distributes all of its net
investment income, a Fund may have to sell portfolio securities to distribute
imputed income, which may occur at a time when the investment adviser would not
have chosen to sell such securities and which may result in a taxable gain or
loss.
 
    Shortly after the close of each year, a statement is sent to each
shareholder of the Funds advising the shareholder of the portions of total
distributions paid to the shareholder that is (i) derived from each type of
obligation in which a Fund has invested, (ii) derived from the obligations of
issuers in the various states and (iii) exempt from federal income taxes. These
portions are determined for the entire year and on a monthly basis and, thus,
are an annual or monthly average, rather than a day-by-day determination for
each shareholder.
 
    The foregoing is only a summary of some of the important Federal and state
tax considerations generally affecting the Funds and their shareholders. There
may be other Federal, state or local tax considerations applicable to a
particular investor. Prospective investors are urged to consult their tax
advisors.
 
7. OTHER INFORMATION
 
PERFORMANCE INFORMATION
 
    Institutional Service Shares' performance may be advertised. All performance
information is
 
                                       19
<PAGE>
based on historical results, is not intended to indicate future performance and,
unless otherwise indicated, is net of all expenses. The Funds may advertise
yield, which shows the rate of income a Fund has earned on its investments as a
percentage of the Fund's share price. To calculate yield, a Fund takes the
interest income it earned from its portfolio of investments for a specified
period (net of expenses), divides it by the average number of shares entitled to
receive distributions, and expresses the result as an annualized percentage rate
based on the Fund's share price at the end of the period. A Fund's compounded
annualized yield assumes the reinvestment of distributions paid by the Fund,
and, therefore will be somewhat higher than the annualized yield for the same
period. A Fund may also quote tax-equivalent yields, which show the taxable
yields a shareholder would have to earn to equal the Fund's tax-free yield,
after taxes. A tax-equivalent yield is calculated by dividing the Fund's
tax-free yield by one minus a stated federal, state or combined federal and
state tax rate. Each class' performance will vary.
 
    The Funds' advertisements may also reference ratings and rankings among
similar funds by independent evaluators such as Morningstar, Lipper Analytical
Services, Inc. or IBC Financial Data, 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 rankings. This material is 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 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.
 
DETERMINATION OF NET ASSET VALUE
 
    The Trust determines the net asset value per share of 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 (the value of its interest in the Portfolio and other assets
less its liabilities) by the number of shares outstanding at the time the
determination is made. In order to more easily maintain a stable net asset value
per share, each Portfolio's portfolio securities are valued at their amortized
cost (acquisition cost adjusted for amortization of premium or accretion of
discount) in accordance with Rule 2a-7. The Portfolios will only value their
portfolio securities using this method if the Core Trust Board believes that it
fairly reflects the market-based net asset value per share. The Portfolios'
other assets, if any, are valued at fair value by or under the direction of the
Core Trust Board.
 
THE TRUST AND ITS SHARES
 
    The Trust is registered with the SEC as an open-end, management investment
company and was organized as a business trust under the laws of the State of
Delaware on August 29, 1995. On January 5, 1996 the Trust succeeded to the
assets and liabilities of Forum Funds, Inc., which was incorporated in 1980. The
Board has the authority to issue an unlimited number of shares of beneficial
interest of separate series with no par value per share and to create classes of
shares within each series. There are currently sixteen series of the Trust.
 
    Each share of each fund of the Trust and each class of shares has equal
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
 
                                       20
<PAGE>
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 fund or class, except if the matter affects only one fund or class or
voting by fund or class is required by law, in which case shares will be voted
separately by fund 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 (and Trustees) 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. A shareholder in a fund is
entitled to the shareholder's pro rata share of all 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 shares
of a Fund. Accordingly, those shareholders may be able to greatly affect (if not
determine) the outcome of any shareholder vote. As of the date hereof, due to
initial investment in Daily Assets Treasury Obligations Fund, Daily Assets
Government Fund and Daily Assets Tax-Exempt Fund, prior to the public offering
of shares, FAS may be deemed to control those Funds.
 
FUND STRUCTURE
 
    OTHER CLASSES OF SHARES.  In addition to Institutional Service Shares, each
Fund may create and issue shares of other classes of securities. Each Fund
currently has two other classes of shares authorized, Institutional Shares and
Investor Shares. Institutional Shares have an investment minimum of $1,000,000.
Investor Shares are offered to the general public, have a $10,000 minimum
investment and bear shareholder service and distribution fees. Institutional
Shares incur less expenses and Investor Shares incur more expenses than
Institutional Service Shares. See, "Additional Information" below. Except for
certain differences, each share of each class represents an undivided,
proportionate interest in a Fund. Each share of each Fund is entitled to
participate equally in distributions and the proceeds of any liquidation of that
Fund except that, due to the differing expenses borne by the various classes,
the amount of distributions will differ among the classes.
 
    CORE TRUST STRUCTURE.  Each Fund invests all of its assets in its
corresponding Portfolio of Core Trust, a business trust organized under the laws
of the State of Delaware in September 1994 and registered under the 1940 Act as
an open-end, management investment company. Accordingly, a Portfolio directly
acquires its own securities and its corresponding Fund acquires an indirect
interest in those securities. The assets of each Portfolio belong only to, and
the liabilities of the Portfolio are borne solely by, the Portfolio and no other
portfolio of Core Trust. Upon liquidation of a Portfolio, investors in the
Portfolio would be entitled to share pro rata in the net assets of the Portfolio
available for distribution to investors.
 
    THE PORTFOLIOS.  A Fund's investment in a Portfolio is in the form of a
non-transferable beneficial interest. As of the date of this Prospectus, Daily
Assets Treasury Fund and Daily Assets Tax-Exempt Fund are the only investors
(other than FAS or its affiliates) that have invested in Treasury Portfolio and
Municipal Cash Portfolio, respectively. Each of the other Portfolios has another
investor besides the Funds (and FAS and its affiliates). All investors in a
Portfolio invest on the same terms and conditions as the Funds and will pay a
proportionate share of the Portfolio's expenses. The Portfolios normally will
not hold meetings of investors except as required by the 1940 Act. Each
 
                                       21
<PAGE>
investor in a Portfolio is entitled to vote in proportion to the relative value
of its interest in the Portfolio. On most issues subject to a vote of investors,
as required by the 1940 Act and other applicable law, a Fund will solicit
proxies from shareholders of the Fund and will vote its interest in a Portfolio
in proportion to the votes cast by its shareholders. There can be no assurance
that any issue that receives a majority of the votes cast by a Fund's
shareholders will receive a majority of votes cast by all investors in the
Portfolio.
 
    CONSIDERATIONS OF INVESTING IN A PORTFOLIO.  A Fund's investment in a
Portfolio may be affected by the actions of other large investors in the
Portfolio, if any. If a large investor other than a Fund redeemed its interest
in a Portfolio, the Portfolio's remaining investors (including the Fund) might,
as a result, experience higher pro rata operating expenses, thereby producing
lower returns. A Fund may withdraw its entire investment from a Portfolio at any
time, if the Board determines that it is in the best interests of the Fund and
its shareholders to do so. The Fund might withdraw, for example, if other
investors in the Portfolio, by a vote of shareholders, changed the investment
objective or policies of the Portfolio in a manner not acceptable to the Board
or not permissible by the Fund. A withdrawal could result in a distribution in
kind of portfolio securities (as opposed to a cash distribution) by the
Portfolio. If the Fund decided to convert those securities to cash, it usually
would incur transaction costs. If the Fund withdrew its investment from the
Portfolio, the Board would consider what action might be taken, including the
management of the Fund's assets in accordance with its investment objective and
policies by the investment adviser to the Portfolio or the investment of all of
the Fund's investable assets in another pooled investment entity having
substantially the same investment objective as the Fund. The inability of the
Fund to find a suitable replacement investment, in the event the Board decided
not to permit the Portfolio's investment adviser to manage the Fund's assets,
could have a significant impact on shareholders of the Fund.
 
    ADDITIONAL INFORMATION.  Each class of a Fund (and any other investment
company that invests in a Portfolio) may have a different expense ratio and
different sales charges, including distribution fees, and each class' (and
investment company's) performance will be affected by its expenses and sales
charges. For more information on any other class of shares of the Funds or
concerning any other investment companies that invest in a Portfolio, investors
may contact FFSI at 207-879-1900. If an investor invests through a financial
institution, the investor may also contact their financial institution to obtain
information about the other classes or any other investment company investing in
a Portfolio.
 
    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 THE FUNDS'
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.
 
                                       22
<PAGE>

                                     FORUM FUNDS
                             INSTITUTIONAL SERVICE SHARES
<TABLE>
<CAPTION>

<S><C>
[LOGO} ACCOUNT APPLICATION                     ACCOUNT NUMBER ______________________
- ---------------------------------------------------------------------------------------------------------------------------------
1.   INITIAL INVESTMENT ($10,000 minimum)
- ---------------------------------------------------------------------------------------------------------------------------------
/ /       Check enclosed for $____________________________________         / /  Daily Assets Treasury Fund
/ /       I have telephoned the Transfer Agent to make wire                / /  Daily Assets Treasury Obligation Fund
          arrangements (see instructions on reverse).                      / /  Daily Assets Government Fund
/ /       My initial investment wire is $_________________________         / /  Daily Assets Cash Fund
                                                                           / /  Daily Assets Tax-Exempt Fund
- ---------------------------------------------------------------------------------------------------------------------------------
2.        REGISTRATION (please print)
- ---------------------------------------------------------------------------------------------------------------------------------
/ /       INDIVIDUALS

          -------------------------------------------------------------     -----------------------------------------------------
          Investor's Name                                                                    Social Security Number

          ------------------------------------------------------------      -----------------------------------------------------
          Joint Investor's Name (right of survivorship presumed unless                       Social Security Number
          tenancy in common is indicated)

/ /       GIFTS TO MINORS

          ______________________________________________  as custodian for ______________________________________________________
          Custodian's Name (only one permitted)                                      Minor's Name (only one permitted)

          under the ____________________Uniform Gifts to Minors Act ______________________   ____________________________________
                       State                                        Minor's Date of Birth     Minor's Social Security Number

/ /       CORPORATIONS, PARTNERSHIPS & OTHERS (additional documentation required for investors in any representative capacity)

          _____________________________________________________________    ______________________________________________________
          Name of Entity (indicate type of business, e.g., partnership)                 Taxpayer Identification Number

/ /       TRUSTS (including corporate pension plans)

          __________________________________________________ as trustee(s) for  _________________________________________________
          Trustee(s) Name(s)                                                                Name of Trust

          ___________________________________________________          __________________________________________________________
          Full date of trust instrument                                                Taxpayer Identification Number

- ---------------------------------------------------------------------------------------------------------------------------------
3.        ADDRESS
- ---------------------------------------------------------------------------------------------------------------------------------
          CITIZENSHIP:/ /  U.S. /  /  RESIDENT ALIEN   /   / NON-RESIDENT ALIEN _________________________________________________
                                                                                                       Country

          _______________________________________________________________________________________________________________________
          Number and Street

          _______________________________________________________________________________________________________________________
          City                                                         State                               Zip Code

          _____________________________________________  __________________________________     _________________________________
          Contact Person                                         Telephone (Day)                         Telephone (Evening)

- ---------------------------------------------------------------------------------------------------------------------------------
4.        TELEPHONE AND WIRE REDEMPTION PRIVILEGES (subject to the terms set forth in the Prospectus)
- ---------------------------------------------------------------------------------------------------------------------------------
/ /       Telephone Redemption/Exchange Privilege
          The Fund and Forum Financial Corp. ("Forum") are hereby authorized to honor verbal instructions for the (i)
          redemption of any and all Fund shares held in the undersigned's account provided that proceeds are mailed to the
          shareholders address of record or to the bank account indicated below and (ii) exchange of Fund shares into
          another account. The Fund and Forum are authorized to honor any verbal instructions for purposes of redemption
          or exchange purporting to be from the shareholder and believed by the Fund or Forum to be genuine, and neither
          the Fund nor Forum shall be liable for any loss, cost or expense for acting upon such instructions.
/ /       Wire Redemption Privilege
          The Fund and Forum are authorized to honor written instructions with signature guaranteed or, if Telephone Redemption
          Privileges are elected, verbal instructions, to redeem any and all Fund shares held in the undersigned's account provided
          that the proceeds are transmitted to the bank account indicated below. Complete the following if either privilege is
          elected:

          ____________________________________________________________                   ________________________________________
          Name of Bank (attach a voided check or deposit slip)                                        Account Number

          ____________________________________________________________                  _________________________________________
          Address and Branch of Bank                                                                       ABA #
</TABLE>

<PAGE>

ACCOUNT APPLICATION (CONTINUED)
- -------------------------------------------------------------------------------
5.  DIVIDEND AND CAPITAL GAIN DISTRIBUTION PAYMENT OPTIONS (check one)
- -------------------------------------------------------------------------------
/ /      Full Reinvestment: Reinvest all income dividends and capital gain
         distributions when paid.
/ /      Capital Gain Reinvestment: Reinvest capital gain distributions when
         paid; pay income dividends in cash.
/ /      Cash: Pay all income dividends and capital gain distributions in cash.

(Note: If none of the above boxes are checked, shareholders are assigned the
Full Reinvestment option.)

- -------------------------------------------------------------------------------
6.  DUPLICATE STATEMENT ADDRESS (optional)
- -------------------------------------------------------------------------------

     __________________________________________________________________________
     Company Name                        Contact Person

     __________________________________________________________________________
     Number and Street

     __________________________________________________________________________
     City                                State                 Zip Code

     __________________________________  ______________________________________
     Telephone (Day)                     Telephone (Evening)

- -------------------------------------------------------------------------------
7.  DEALER INFORMATION (for broker/dealer use only)
- -------------------------------------------------------------------------------

     __________________________________________________________________________
     Firm Name                           NSCC Code

    ___________________________________________________________________________
     Representative's Name               Representative's #

     __________________________________________________________________________
     Branch Address                      Branch Code

     __________________________________________________________________________
     Dealer's Authorized Signature       Source of Business Code


- -------------------------------------------------------------------------------
8.  SIGNATURE
- -------------------------------------------------------------------------------
I am (We are) of legal age in the state of my (our) residence and wish to
purchase shares of the Fund(s) indicated as described in the current Prospectus
(a copy of which I (we) have received). By the execution of this Account
Application, the undersigned represent(s) and warrant(s) that I (we) have full
right, power and authority to make this investment and the undersigned is (are)
duly authorized to sign this Account Application and to purchase or redeem
shares of the Fund on behalf of the Investor.


         ______________________________________________________________________
         Signature of Investor/Custodian Trustee         Date

         ______________________________________________________________________
         Signature of Joint Investor/Co-Trustee          Date


         ______________________________________________________________________
         Corporate Officer (Name)                        Title

         ______________________________________________________________________
         Signature of Corporate Officer                  Title


TAXPAYER IDENTIFICATION NUMBER CERTIFICATION
(check appropriate box, if applicable).

Under the penalties of perjury, I certify:
/ /      That the number shown on this form is my correct taxpayer
         identification number and that I am not subject to backup withholding
         because (a) I am exempt from backup withholding, (b) I have not been
         notified by the Internal Revenue Service ("IRS") that I am subject to
         backup withholding as a result of a failure to report all interest or
         dividends, or (c) the IRS has notified me that I am no longer subject
         to backup withholding.
/ /      That I have not provided a taxpayer identification number because I
         have not been issued a number, but I have applied for one or will do
         so in the near future. I understand that if I do not provide my number
         to the Fund within 60 days, the Fund will be required to begin backup
         withholding.

         ______________________________________________________________________
         Signature of Investor/Custodian/Trustee             Date

         ______________________________________________________________________
         Signature of Joint Investor/Co-Trustee              Date

         ______________________________________________________________________
         Corporate Officer (Name)                            Title

         ______________________________________________________________________
         Signature of Corporate Officer                      Title


- -------------------------------------------------------------------------------
9.  INITIAL INVESTMENT AND MAILING INSTRUCTIONS
- -------------------------------------------------------------------------------

(1)  If making your initial investment by check, complete the Account
     Application and mail it with your check,
     payable to "Forum Funds" to:

              FORUM FINANCIAL CORP.
              ATTN.:  TRANSFER AGENT
              P.O. BOX 446
              PORTLAND, ME  04112


(2)  If making your initial investment by bank wire, call the Transfer
     Agent (Forum Financial Corp.) At 800-94FORUM
     (800-943-6786) to obtain an account number.
     Then instruct your bank to wire Federal Funds to:

              BANKBOSTON
              BOSTON, MA
              ABA # 011000390
              CREDIT TO:  FORUM FINANCIAL CORP.
              ACCOUNT NUMBER:  541-54171
              FOR FURTHER CREDIT TO:  (FUND NAME)
              ACCOUNT NAME / ACCOUNT NUMBER

Complete the Account Application and mail it to the address listed above.
Be sure to indicate the account number assigned to you on this Account
Application.
<PAGE>









[LOGO]

SHAREHOLDER INFORMATION:

Forum Financial Corp.
P.O. Box 446
Portland, ME 04112
207-879-0001 (IN PORTLAND, ME)
800-94FORUM (ELSEWHERE)


[GRAPHIC]

<PAGE>

FORUM FUNDS

DAILY ASSETS TREASURY FUND
DAILY ASSETS TREASURY OBLIGATIONS FUND
DAILY ASSETS GOVERNMENT FUND
DAILY ASSETS CASH FUND
DAILY ASSETS TAX-EXEMPT FUND

Account Information and
Shareholder Servicing:            Distributor:
    Forum Financial Corp.              Forum Financial Services, Inc.
    P.O. Box 446                       Two Portland Square
    Portland, Maine  04112             Portland, Maine  04101
    (207) 879-0001                     (207) 879-1900
- -------------------------------------------------------------------------------

   
STATEMENT OF ADDITIONAL INFORMATION
November 17, 1997, as amended
January 2, 1998
    

   
This Statement of Additional Information supplements the Prospectuses dated
November 17, 1997, as amended January 2, 1998 offering Investor Shares, 
Institutional Service Shares and Institutional Shares of Daily Assets 
Treasury Fund, Daily Assets Treasury Obligations Fund, Daily Assets 
Government Fund, Daily Assets Cash Fund and Daily Assets Tax-Exempt Fund, 
five portfolios of the Trust, and should be read only in conjunction with the 
applicable Prospectus, a copy of which may be obtained by an investor without 
charge by contacting the Trust's Distributor at the address listed above.
    

TABLE OF CONTENTS
                                                                           Page 
         1.   General                                                        2
         2.   Investment Policies                                            3
         3.   Investment Limitations                                         7
         4.   Investment by Financial Institutions                          10
         5.   Performance Data                                              12
         6.   Management                                                    14
         7.   Determination of Net Asset Value                              22
         8.   Portfolio Transactions                                        22
         9.   Additional Purchase and
              Redemption Information                                        23
         10.  Taxation                                                      24
         11.  Other Information                                             25
         12.  Financial Statements                                          27

              Appendix A - Description of Securities Ratings
              Appendix B - Performance Information
              Appendix C - Miscellaneous Tables


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.

<PAGE>

1.  GENERAL

THE TRUST

The Trust is registered with the SEC as an open-end, management investment
company and was organized as a business trust under the laws of the State of
Delaware on August 29, 1995.  On January 5, 1996 the Trust succeeded to the
assets and liabilities of Forum Funds, Inc.  Forum Funds, Inc. was incorporated
on March 24, 1980 and assumed the name of Forum Funds, Inc. on March 16, 1987.
The Board has the authority to issue an unlimited number of shares of beneficial
interest of separate series with no par value per share and to create separate
classes of shares within each series.  The Trust currently offers shares of
eighteen series and has three series that have not commenced operation as of the
date of this SAI.  The series of the Trust are as follows:


<TABLE>
<CAPTION>
     <S>                                            <C>
     Daily Assets Treasury Fund                     Austin Global Equity Fund
     Daily  Assets  Treasury Obligations Fund       Oak Hall Equity Fund
     Daily Assets Government Fund
     Daily Assets Cash Fund                         Quadra  Limited  Maturity  Treasury Fund
     Daily Assets Tax-Exempt Fund                   Quadra Value Equity Fund
                                                    Quadra Growth Fund
     Investors Bond Fund                            Quadra International Equity Fund
     TaxSaver Bond Fund                             Quadra Opportunistic Bond Fund
     Maine Municipal Bond Fund
     New Hampshire Bond Fund

     Payson Value Fund
     Payson Balanced Fund.
</TABLE>

DEFINITIONS

As used in this Statement of Additional Information, the following terms shall
have the meanings listed:

   
"Adviser" means Forum Investment Advisors LLC.
    

"Board" means the Board of Trustees of Forum Funds.

"Core Trust" means Core Trust (Delaware), a Delaware business trust.

"Core Trust Board" means the Board of Trustees of Core Trust (Delaware).

"FAS" means Forum Administrative Services, LLC

"FFC" means Forum Financial Corp.

   
"FFSI" means Forum Financial Services, Inc.
    

"Fund" means Daily Assets Treasury Fund, Daily Assets Treasury Obligations Fund,
Daily Assets Government Fund, Daily Assets Cash Fund or Daily Assets Tax-Exempt
Fund.

"Fund Business Day" has the meaning ascribed thereto in the current Prospectus
of the Funds.

"Linden" means Linden Asset Management, Inc.

"NRSRO" means a nationally recognized statistical rating organization.


                                          2

<PAGE>

"Portfolio" means Treasury Portfolio, Treasury Cash Portfolio, Government Cash
Portfolio, Cash Portfolio or Municipal Cash Portfolio, each a portfolio of Core
Trust.

"SAI" means this Statement of Additional Information.

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

"Subadviser" means Forum Advisors or Linden, as applicable, when acting as
investment subadviser to a Portfolio.

"Treasury Securities" has the meaning ascribed thereto by the current Prospectus
of the Funds.

"Trust" means Forum Funds, a Delaware business trust.

"U.S. Government Securities" has the meaning ascribed thereto by the current
Prospectus of the Funds.

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

2.  INVESTMENT POLICIES

Each Fund currently seeks to achieve its investment objective by investing all
of its investable assets in its corresponding Portfolio.  The corresponding
Portfolios of Daily Assets Treasury Fund, Daily Assets Treasury Obligations
Fund, Daily Assets Government Fund, Daily Assets Cash Fund and Daily Assets
Tax-Exempt Fund, respectively, are Treasury Portfolio, Treasury Cash Portfolio,
Government Cash Portfolio, Cash Portfolio and Municipal Cash Portfolio.
Following is information pertaining to the investment policies of the
Portfolios, which supplements the investment policy information contained in the
Funds' Prospectuses.

Each Fund has an investment policy that allows it to invest all of its
investable assets in its corresponding Portfolio.  All other investment policies
of each Fund and its corresponding Portfolio are identical.  Therefore, although
this and the following Sections provide supplemental information regarding the
investment policies of the Portfolios (and the responsibilities of the Core
Trust Board), they apply equally to the investment policies of the Funds (and
the responsibilities of the Board).  Information with respect to Daily Assets
Treasury Fund for periods prior to December 5, 1995 (for instance, investment
advisory fees paid), the date that Fund began investing in Treasury Portfolio,
reflects information with respect to the Fund and the Fund's direct investment
in securities.

Debt securities with longer maturities tend to produce higher yields and are
generally subject to greater price movements than obligations with shorter
maturities.  An increase in interest rates will generally reduce the market
value of portfolio investments, and a decline in interest rates will generally
increase the value of portfolio investments.

Each Portfolio invests at least 95% of its total assets in securities in the
highest rating category (as determined pursuant to Rule 2a-7 under the 1940
Act).

Government Cash Portfolio and Cash Portfolio currently are prohibited from
purchasing any security issued by the Federal Home Loan Mortgage Corporation.
This does not prohibit the Portfolios from entering into repurchase agreements
collateralized with securities issued by the Federal Home Loan Mortgage
Corporation.

Except for U.S. Government Securities and to the limited extent otherwise
permitted by Rule 2a-7 under the 1940 Act, the Portfolios may not invest more
than five percent of their total assets in (i) the securities of any one issuer
or (ii) securities that are rated (or are issued by an issuer with comparable
outstanding short-term debt that is rated) in the second highest rating category
or are unrated and determined by an Adviser to be of comparable quality.


                                          3

<PAGE>

RATINGS AS INVESTMENT CRITERIA

Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation
("S&P") and other NRSROs are private services that provide ratings of the credit
quality of debt obligations.  A description of the higher quality ratings
assigned to debt securities by several NRSROs is included in Appendix A to this
SAI.  The Portfolios use these ratings in determining 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.
Subsequent to its purchase by a Portfolio, an issue of securities may cease to
be rated or its rating may be reduced.  A Portfolio's Adviser, and in certain
cases the Core Trust Board, will consider such an event in determining whether
the Portfolio should continue to hold the obligation.  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 in response to developments and events, so that
an issuer's current financial condition may be better or worse than the rating
indicates.

SMALL BUSINESS ADMINISTRATION SECURITIES

Each Portfolio (other than Municipal Cash Portfolio) may purchase securities
issued by the Small Business Administration ("SBA").  SBA securities are
variable rate securities that carry the full faith and credit of the United
States Government, and generally have an interest rate that resets monthly or
quarterly based on a spread to the Prime rate.  SBA securities generally have
maturities at issue of up to 25 years.  No Portfolio may purchase an SBA
security if, immediately after the purchase, (i) the Portfolio would have more
than 15% of its net assets invested in SBA securities or (ii) either the
unamortized premium or unaccreted discount on SBA securities held by the
Portfolio divided by the sum of the premium or discount securities' par amount,
respectively, would exceed 2.5% (0.025).

ADJUSTABLE RATE MORTGAGE BACKED SECURITIES

The Portfolios (other than Treasury Portfolio) may purchase adjustable rate
mortgage backed or other asset backed securities (such as SBA securities) that
are U.S. Government Securities. Treasury Cash Portfolio may purchase mortgage
backed or asset backed securities that are U.S. Treasury Securities.  These
types of securities directly or indirectly represent a participation in, or are
secured by and payable from, adjustable rate mortgages or other loans  which may
be secured by real estate or other assets.  Unlike traditional debt instruments,
payments on these securities include both interest and a partial payment of
principal.  Prepayments of the principal of underlying loans may shorten the
effective maturities of these securities.  Some adjustable rate securities (or
the underlying loans) are subject to caps or floors that limit the maximum
change in interest rate during a specified period or over the life of the
security.

Adjustable rate mortgage backed securities ("MBSs") are securities that have
interest rates that are reset at periodic intervals, usually by reference to
some interest rate index or market interest rate.  MBSs represent interests in
pools of mortgages made by lenders such as commercial banks, savings
associations, mortgage bankers and mortgage brokers and may be issued by
governmental or government-related entities or by non-governmental entities such
as commercial banks, savings associations, mortgage bankers and other secondary
market issuers.

MBSs differ from other forms of debt securities, which normally provide for
periodic payment of interest in fixed amounts with principal payments at
maturity or specified call dates in that MBSs provide periodic payments which
consist of interest and, in most cases, principal.  In effect, these payments
are a "pass-through" of the periodic payments and optional prepayments made by
the individual borrowers on their mortgage loans, net of any fees paid to the
issuer or guarantor of such securities.  Additional payments to holders of MBSs
are caused by prepayments resulting from the sale of the underlying property or
the refinancing or foreclosure of the underlying mortgage loans.  Such
prepayments may significantly shorten the effective maturities of MBSs, and
occur more often during periods of declining interest rates.


                                          4

<PAGE>

Although the rate adjustment feature of MBSs may act as a buffer to reduce sharp
changes in the value of MBSs, these securities are still subject to changes in
value based on changes in market interest rates or changes in the issuer's
creditworthiness.  Because the interest rate is reset only periodically, changes
in the interest rate on MBSs may lag behind changes in prevailing market
interest rates.  Also, some MBSs (or the underlying mortgages) are subject to
caps or floors that limit the maximum change in interest rate during a specified
period or over the life of the security.

During periods of declining interest rates, income to the Portfolios derived
from mortgages which are not prepaid will decrease as the coupon rate resets
along with the decline in interest rates in contrast to the income on fixed-rate
mortgages, which will remain constant.  At times, some of the MBSs in which the
Portfolios will invest will have higher-than-market interest rates, and will
therefore be purchased at a premium above their par value.  Unscheduled
prepayments, which are made at par, will cause the Portfolios to suffer a loss
equal to the unamortized premium, if any.

During periods of rising interest rates, changes in the coupon rates of the
mortgages underlying the Portfolios' investments may lag behind changes in
market interest rates.  This may result in a slightly lower value until the
coupons reset to market rates.  Many MBSs in the Portfolios' portfolios will
have "caps" that limit the maximum amount by which the interest rate paid by the
borrower may change at each reset date or over the life of the loan and
fluctuation in interest rates above these levels could cause these securities to
"cap out" and to behave more like fixed-rate debt securities.

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

Since the inception of the mortgage-related pass-through security in 1970, the
market for these securities has expanded considerably.  The size of the primary
issuance market and active participation in the secondary market by securities
dealers and many types of investors make government and government-related
pass-through pools highly liquid.

Governmental or private entities may create new types of MBSs in response to
changes in the market or changes in government regulation of such securities.
As new types of these securities are developed and offered to investors, the
Adviser may, consistent with the investment objective and policies of a
Portfolio, consider making investments in such new types of securities.

WHEN-ISSUED SECURITIES AND DELAYED DELIVERY SECURITIES

Each Portfolio may purchase securities on a when-issued or delayed delivery
basis.  In those cases, the purchase price and the interest rate payable on the
securities are fixed on the transaction date and delivery and payment may take
place a month or more after the date of the transaction.  At the time a
Portfolio makes the commitment to purchase securities on a when-issued or
delayed delivery basis, the Portfolio will record the transactions as a purchase
and thereafter reflect the value each day of such securities in determining its
net asset value.  If a Portfolio chooses to dispose of the right to acquire a
when-issued security prior to its acquisition, it could, as with the disposition
of any other portfolio obligation, incur a gain or loss due to market
fluctuation.  Failure of an issuer to deliver the security may result in the
Portfolio incurring a loss or missing an opportunity to make an alternative
investment.  When a Portfolio agrees to purchase a security on a when-issued or
delayed delivery basis, its


                                          5

<PAGE>

custodian will set aside and maintain in a segregated account cash, U.S.
Government Securities or other liquid assets with a market value at all times at
least equal to the amount of its commitment.

Core Trust's custodian will set aside and maintain in a segregated account cash
and securities with a market value at all times equal to the amount of each
Portfolio's forward commitment obligations.

ILLIQUID SECURITIES

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

The Core Trust Board has ultimate responsibility for determining whether
specific securities are liquid or illiquid.  The Core Trust Board has delegated
the function of making day-to-day determinations of liquidity to the Advisers
and, with respect to certain types of restricted securities which may be deemed
to be liquid, has adopted guidelines to be followed by the Advisers.  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; (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; (5) whether the security is
registered; and (6) if the security is not traded in the United States, whether
it can be freely traded in a liquid foreign securities market.  The Advisers
monitor the liquidity of the securities in each Portfolio's portfolio and report
periodically to the Core Trust Board.

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

REPURCHASE AGREEMENTS AND SECURITIES LENDING

In order to obtain additional income, the Portfolios may from time to time lend
securities from their portfolio to brokers, dealers and financial institutions.
Securities loans must be callable at any time and must be continuously secured
by collateral from the borrower in the form of cash or U.S. Government
Securities.  The Portfolios receive fees in respect of securities loans from the
borrower or interest from investing the cash collateral.  The Portfolios may pay
fees to arrange the loans.  As a fundamental policy, Treasury Portfolio, and as
a nonfundamental policy, the other Portfolios, may not lend portfolio securities
in an amount greater than 33 1/3% of the value of their total assets.

In connection with entering into repurchase agreements and securities loans, the
Portfolios require continual maintenance by Core Trust's custodian of the market
value of the underlying collateral in amounts equal to, or in excess of, the
repurchase price plus the transaction costs (including loss of interest) that
the Portfolios could expect to incur upon liquidation of the collateral if the
counterparty defaults.  The Portfolios' use of securities lending 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 in these transactions or a counterparty defaulted on its
obligations, a Portfolio might suffer a loss.  Failure by the other party to
deliver a security purchased by a Portfolio may result in a missed opportunity
to make an alternative investment.  The Adviser monitors the creditworthiness of
counterparties to these transactions under the Core Trust Board's general
supervision and pursuant to specific Core Trust Board adopted procedures 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.

VARIABLE AND FLOATING RATE SECURITIES

The yield of variable and floating rate securities varies in relation to changes
in specific money market rates, such as the Prime Rate.  A "variable" interest
rate adjusts at predetermined intervals (for example, daily, weekly or


                                          6

<PAGE>

monthly), while a "floating" interest rate adjusts whenever a specified
benchmark rate (such as the bank prime lending rate) changes.  These changes are
reflected in adjustments to the yields of the variable and floating rate
securities, and different securities may have different adjustment rates.
Accordingly, as interest rates increase or decrease, the capital appreciation or
depreciation may be less on these obligations than for fixed rate obligations.
To the extent that the Portfolios invest in long-term variable or floating rate
securities, the Adviser believes that the Portfolios may be able to take
advantage of the higher yield that is usually paid on long-term securities.

Cash Portfolio also may purchase variable and floating rate master notes of
corporations, which are unsecured obligations redeemable upon notice that permit
investment of fluctuating amounts at varying rates of interest pursuant to
direct arrangement with the issuer of the instrument.  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 their 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 seven day or shorter demand feature
and there is no readily available market for the obligation, it is treated as an
illiquid security.

   
INVESTMENT COMPANY SECURITIES

In connection with managing their cash positions, the Portfolios may invest in
the securities of other investment companies that are money market funds 
within the limits proscribed by the 1940 Act. Under normal circumstances, each
Portfolio only intends to invest in funds when it has excess cash and the
Adviser believes that the investment is in the best interest of the Portfolio. 
In addition to a Portfolio's expenses (including the various fees),
as a shareholder in another investment company, a Portfolio would bear its pro
rata portion of the other investment company's expenses (including fees).
    

ZERO-COUPON SECURITIES.

Treasury Portfolio may invest in zero-coupon securities such as Treasury bills
and separately traded principal and interest components of Treasury Securities
issued or guaranteed under the U.S. Treasury's Separate Trading of Registered
Interest and Principal of Securities ("STRIPS") program.  These securities are
sold at original issue discount and pay no interest to holders prior to
maturity.  Because of this, zero-coupon securities may be subject to greater
fluctuation of market value than the other securities in which the Portfolios
may invest.  All zero-coupon securities in which the Portfolio invests will have
a maturity of less than 13 months.

3.  INVESTMENT LIMITATIONS

Fundamental investment limitations of a Fund or of a Portfolio cannot be changed
without the affirmative vote of the lesser of (i) more than 50% of the
outstanding interests of the respective Fund or Portfolio or (ii) 67% of the
shares of the Fund or Portfolio present or represented at a shareholders or
interestholders meeting at which the holders of more than 50% of the outstanding
interests of the Fund or Portfolio are present or represented.

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

Each Fund has adopted the same fundamental and nonfundamental investment
limitations as its corresponding Portfolio.  In addition, the Portfolios and the
Funds have adopted a fundamental policy which provides that, notwithstanding any
other investment policy or restriction (whether fundamental), the Portfolio or
Fund, as applicable, may invest all of its assets in the securities of a single
pooled investment fund having substantially the same investment objectives,
policies and restrictions as the Fund or Portfolio, as applicable.


                                          7

<PAGE>

DAILY ASSETS TREASURY FUND/TREASURY PORTFOLIO

Treasury Portfolio has adopted the following fundamental investment limitations
which are in addition to those contained in the Prospectuses of Daily Assets
Treasury Fund and which may not be changed without shareholder approval.  The
Portfolio may not:

(1)  With respect to 75% of its assets, purchase securities, other than U.S.
     Government Securities, of any one issuer if more than 5% of the value of
     the Portfolio's total assets would at the time of purchase be invested in
     any one issuer.

(2)  Purchase securities, other than U.S. Government Securities, if more than
     25% of the value of the Portfolio's total assets would be invested in
     securities of issuers conducting their principal business activity in the
     same industry, provided that consumer finance companies and industrial
     finance companies are considered to be separate industries and that there
     is no limit on the purchase of the securities of domestic commercial
     banks.

(3)  Act as an underwriter of securities of other issuers, except to the extent
     that, in connection with the disposition of portfolio securities, the
     Portfolio may be deemed to be an underwriter for purposes of the
     Securities Act of 1933.

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

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

(6)  Borrow money, except for temporary or emergency purposes (including the
     meeting of redemption requests).  Total borrowings may not exceed 33 1/3%
     of the Portfolio's total assets and borrowing for purposes other than
     meeting redemptions may not exceed 5% of the value of each the Portfolio's
     total assets.  Outstanding borrowings in excess of 5% of the value of the
     Portfolio's total assets must be repaid before any subsequent investments
     are made by the Portfolio.

(7)  Issue senior securities except pursuant to Section 18 of the 1940 Act and
     except that the Portfolio may borrow money subject to investment
     limitations specified in the Portfolio's Prospectus.

(8)  Make loans, except that the Portfolio may (i) purchase debt securities
     which are otherwise permissible investments, (ii) enter into repurchase
     agreements and (iii) lend portfolio securities.

(9)  Purchase or sell real property (including limited partnership interests,
     but excluding readily marketable interests in real estate investment
     trusts or readily marketable securities of companies which invest in real
     estate.)

(10) Pledge, mortgage or hypothecate its assets, except to secure permitted
     indebtedness.  Collateralized loans of securities are not deemed to be
     pledges or hypothecations for this purpose.

(11) Write put and call options.

(12) Invest for the purpose of exercising control over any person.

(13) Purchase restricted securities.

Daily Assets Treasury Portfolio has adopted the following nonfundamental
investment limitations that may be changed by the Core Trust Board without
shareholder approval.  The Portfolio may not:


                                          8

<PAGE>

(a)  Purchase securities having voting rights, except the Portfolio may invest
     in securities of other investment companies to the extent permitted by the
     1940 Act.

(b)  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.

(c)  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 Portfolio could invest.

(d)  Invest in or hold securities of any issuer if officers and Trustees 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.

(e)  Invest in interests in oil or gas or interests in other mineral
     exploration or development programs.

Treasury Cash Portfolio, Government Cash Portfolio, Cash Portfolio and Municipal
Cash Portfolio have adopted the following fundamental investment limitations
which are in addition to those contained in the Prospectuses offering Daily
Assets Treasury Obligations Fund, Daily Assets Government Fund, Daily Assets
Cash Fund and Daily Assets Tax-Exempt Fund and which may not be changed without
shareholder approval.  No Portfolio may:

(1)  With respect to 75% of its assets, purchase a security other than a U.S.
     Government Security (or, in the case of Municipal cash Portfolio, other
     than a security of an investment company) if, as a result, more than 5% of
     the Portfolio's total assets would be invested in the securities of a
     single issuer.

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

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

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

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

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

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

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

(9)  With respect to Government Cash Portfolio, purchase or hold any security
     that (i) a Federally chartered savings association may not invest in,
     sell, redeem, hold or otherwise deal pursuant to law or regulation,
     without limit as to percentage of the association's assets and (ii)
     pursuant to 12 C.F.R. Section 566.1 would


                                          9

<PAGE>

     cause shares of the Portfolio not to be deemed to be short term liquid
     assets when owned by Federally chartered savings associations.

For purposes of limitation (2): (i) loan participations are considered to be
issued by both the issuing bank and the underlying corporate borrower; (ii)
utility companies are divided according to their services (for example, gas, gas
transmission, electric and telephone will each be considered a separate
industry); and (iii) financial service companies will be classified according to
the end users of their services, for example, automobile finance, bank finance
and diversified finance will each be considered a separate industry.

Treasury Cash Portfolio, Government Cash Portfolio, Cash Portfolio and Municipal
Cash Portfolio have adopted the following nonfundamental investment limitations
that may be changed by the Core Trust Board without shareholder approval.  Each
Portfolio may not:

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

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

(c)  Purchase securities that have voting rights, except the Portfolio may
     invest in securities of other investment companies to the extent permitted
     by the 1940 Act.

(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.

(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 Portfolio could invest), if as a result, more than 5% of the value of
     the Portfolio's total assets would be so invested.

(f)  Invest in oil, gas or other mineral exploration or development programs,
     or leases, or in real estate limited partnerships; provided that the
     Portfolio may invest in securities issued by companies engaged in such
     activities.

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

4.  INVESTMENTS BY FINANCIAL INSTITUTIONS

INVESTMENT BY SHAREHOLDERS THAT ARE BANKS - DAILY ASSETS GOVERNMENT FUND

Government Cash Portfolio invests only in instruments which, if held directly by
a bank or bank holding company organized under the laws of the United States or
any state thereof, would be assigned to a risk-weight category of no more than
20% under the current risk based capital guidelines adopted by the Federal bank
regulators (the "Guidelines").  In the event that the Guidelines are revised,
the Portfolio's portfolio will be modified accordingly, including by disposing
of portfolio securities or other instruments that no longer qualify under the
Guidelines.  In addition, the Portfolio does not intend to hold in its portfolio
any securities or instruments that would be subject to restriction as to amount
held by a National bank under Title 12, Section 24 (Seventh) of the United
States Code.  If


                                          10

<PAGE>

the Portfolio's portfolio includes any instruments that would be subject to a
restriction as to amount held by a National bank, investment in the Portfolio
may be limited.

The Guidelines provide that shares of an investment fund are generally assigned
to the risk-weight category applicable to the highest risk-weighted security or
instrument that the fund is permitted to hold.  Accordingly, Portfolio shares
should qualify for a 20% risk weighting under the Guidelines.  The Guidelines
also provide that, in the case of an investment fund whose shares should qualify
for a risk weighting below 100% due to limitations on the assets which it is
permitted to hold, bank examiners may review the treatment of the shares to
ensure that they have been assigned an appropriate risk-weight.  In this
connection, the Guidelines provide that, regardless of the composition of an
investment fund's assets, shares of a fund may be assigned to the 100%
risk-weight category if it is determined that the fund engages in activities
that appear to be speculative in nature or has any other characteristics that
are inconsistent with a lower risk weighting.  The Adviser has no reason to
believe that such a determination would be made with respect to the Portfolio.
Their are various subjective criteria for making this determination and,
therefore, it is not possible to provide any assurance as to how Portfolio
shares will be evaluated by bank examiners.

Before acquiring Fund shares, prospective investors that are banks or bank
holding companies, particularly those that are organized under the laws of any
country other than the United States or of any state, territory or other
political subdivision of the United States, and prospective investors that are
U.S. branches and agencies of foreign banks or Edge Corporations, should consult
all applicable laws, regulations and policies, as well as appropriate regulatory
bodies, to confirm that an investment in Fund Shares is permissible and in
compliance with any applicable investment or other limits.

Fund Shares held by National banks are generally required to be revalued
periodically and reported at the lower of cost or market value.  Such shares may
also be subject to special regulatory reporting, accounting and tax treatment.
In addition, a bank may be required to obtain specific approval from its board
of directors before acquiring Fund shares, and thereafter may be required to
review its investment in a Fund for the purpose of verifying compliance with
applicable Federal banking laws, regulations and policies.

National banks generally must review their holdings of shares of a Fund at least
quarterly to ensure compliance with established bank policies and legal
requirements.  Upon request, the Portfolios will make available to the Funds
investors information relating to the size and composition of their portfolio
for the purpose of providing Fund shareholders with this information.

INVESTMENT BY SHAREHOLDERS THAT ARE CREDIT UNIONS - DAILY ASSETS GOVERNMENT FUND
AND DAILY ASSETS TREASURY OBLIGATIONS FUND

Treasury Cash Portfolio and Government Cash Portfolio limit their investments to
investments that are legally permissible for Federally chartered credit unions
under applicable provisions of the Federal Credit Union Act (including 12 U.S.C.
Section 1757(7), (8) and (15)) and the applicable rules and regulations of the
National Credit Union Administration (including 12 C.F.R. Part 703, Investment
and Deposit Activities), as such statutes and rules and regulations may be
amended.  The Portfolios limit their investments to U.S. Government Securities
(including Treasury STRIPS) and repurchase agreements fully collateralized by
U.S. Government Securities.  Certain U.S. Government Securities owned by a
Portfolio may be mortgage or asset backed, but, except to reduce interest rate
risk, no such security will be (i) a stripped mortgage backed security ("SMBS"),
(ii) a collateralized mortgage obligation ("CMO") or real estate mortgage
investment conduit ("REMIC") that meets any of the tests outlined in 12 C.F.R.
Section 703.5(g) or (iii) a residual interest in a CMO or REMIC.  In order to
reduce interest rate risk, the Portfolios may purchase a SMBS, CMO, REMIC or
residual interest in a CMO or REMIC but only in accordance with 12 C.F.R.
Section 703.5(i).  Treasury Cash Portfolio and Government Cash Portfolio have no
current intention to make any such investment.  The Portfolios also may invest
in reverse repurchase agreements in accordance with 12 C.F.R. 703.4(e) to the
extent otherwise permitted hereunder and in the Prospectus.

INVESTMENTS BY SHAREHOLDERS THAT ARE SAVINGS ASSOCIATIONS - DAILY ASSETS
TREASURY OBLIGATIONS FUND AND DAILY ASSETS GOVERNMENT PORTFOLIO


                                          11

<PAGE>

Treasury Cash Portfolio and Government Cash Portfolio limit their investments to
investments that are legally permissible for Federally chartered savings
associations without limit as to percentage under applicable provisions of the
Home Owners' Loan Act (including 12 U.S.C. Section 1464) and the applicable
rules and regulations of the Office of Thrift Supervision, as such statutes and
rules and regulations may be amended.  In addition, the Portfolios limit their
investments to investments that are permissible for an open-end investment
company to hold and would permit shares of the investment company to qualify as
liquid assets under 12 C.F.R. Section 566.1(g) and as short-term liquid assets
under 12 C.F.R. Section 566.1(h).  These policies may be amended only by
approval of a Portfolio's or Fund's shareholders, as applicable.

5.  PERFORMANCE DATA

For a listing of certain performance data as of August 31, 1997, see Appendix B.

YIELD INFORMATION

Each Fund may provide current annualized and effective annualized yield
quotations for each class based on its daily dividends.  These quotations may
from time to time be used in advertisements, shareholder reports or other
communications to shareholders.  All performance information supplied by a Fund
is historical and is not intended to indicate future returns.

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. or CDA/Wiesenberger or
other companies which track the investment performance of investment companies
("Fund Tracking Companies").  The Funds may also compare any of their
performance information with the performance of recognized stock, bond and other
indices.  The Funds may also 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.

Any current yield quotation of a class of a Fund which is used in such a manner
as to be subject to the provisions of Rule 482(d) under the Securities Act of
1933, as amended, shall consist of an annualized historical yield, carried at
least to the nearest hundredth of one percent, based on a specific
seven-calendar-day period and shall be calculated by dividing the net change
during the seven-day period in the value of an account having a balance of one
share at the beginning of the period by the value of the account at the
beginning of the period, and multiplying the quotient by 365/7.  For this
purpose, the net change in account value would reflect the value of additional
shares purchased with dividends declared on the original share and dividends
declared on both the original share and any such additional shares, but would
not reflect any realized gains or losses from the sale of securities or any
unrealized appreciation or depreciation on portfolio securities.  In addition,
any effective annualized yield quotation used by a Fund shall be calculated by
compounding the current yield quotation for such period by adding 1 to the
product, raising the sum to a power equal to 365/7, and subtracting 1 from the
result.

Although published yield information is useful to investors in reviewing a
class' performance, investors should be aware that each Fund's yield fluctuates
from day to day and that the class' yield for any given period is not an
indication or representation by the Fund of future yields or rates of return on
the Fund's shares.  Also, Participating Organizations (as that term is used in
the Prospectus) may charge their customers direct fees in connection with an
investment in a Fund, which will have the effect of reducing the class' net
yield to those shareholders.  The yields of a class are not fixed or guaranteed,
and an investment in the Fund is not insured or guaranteed.  Accordingly, yield
information may not necessarily be used to compare shares of the 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 directly
to compare a Fund's yield information to similar information of investment
alternatives which are insured or guaranteed.


                                          12

<PAGE>

Income calculated for the purpose of determining a class' 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 class may differ from the rate of
distribution the class paid over the same period or the rate of income reported
in the Fund's financial statements.

OTHER PERFORMANCE AND SALES LITERATURE MATTERS

Total returns quoted in sales literature reflect all aspects of a Fund's return,
including the effect of reinvesting dividends and capital gain distributions.
Average annual returns generally 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 such periods
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
         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.

OTHER ADVERTISING MATTERS

The Funds may advertise other forms of performance.  For example, average annual
and cumulative total returns may be quoted as a percentage or as a dollar
amount, and may be calculated for a single investment, a series of investments,
and/or a series of redemptions over any time period.  Total returns may be
broken down into their components of income and capital (including capital gains
and changes in share price) in order to illustrate the relationship of the se
factors and their contributions to total return.  Any performance information
may be presented numerically or in a table, graph or similar illustration.

A Fund may also include various information in its advertisements.  Information
included in the Fund's advertisements may include, but is not limited to:  (i)
the Fund's (or the Fund's corresponding Portfolios) portfolio holdings and
portfolio allocation as of certain dates, such as portfolio diversification by
instrument type, by instrument or by maturity, (ii) descriptions of the
portfolio managers of the Fund or the Fund's corresponding Portfolio and the
portfolio management staff of Linden or Forum Advisors or summaries of the views
of the portfolio managers with respect to the financial markets, (iii) the
results of a hypothetical investment in a Fund over a given number of years,
including the amount that the investment would be at the end of the period, (iv)
the effects of earning Federally and, if applicable, state tax-exempt income
from the Fund or investing in a tax-deferred account, such as an individual
retirement account and (v) the net asset value, net assets or  number of
shareholders of a Fund as of one or more dates.

In connection with its advertisements a Fund may provide "shareholders' letters"
which serve to provide shareholders or investors an introduction into the
Fund's, the Portfolio's, the Trust's, the Core Trust's or any of the Trust's or
the Core Trust's service providers' policies or business practices.


                                          13

<PAGE>

6.  MANAGEMENT

TRUSTEES AND OFFICERS OF THE TRUST

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 54)

    President and Director, Forum Financial Services, Inc. (a registered
    broker-dealer), Forum Administrative Services, LLC (a mutual fund
    administrator), Forum Financial Corp. (a registered transfer agent) and
    Forum Investment Advisors, LLC (a registered investment adviser).  
    Mr. Keffer is a Trustee and/or officer of various registered investment 
    companies for which Forum Administrative Services, LLC serves as manager 
    or administrator and for which Forum Financial Services, Inc. serves as 
    distributor.  His address is Two Portland Square, Portland, Maine 04101.

Costas Azariadis, Trustee (age 53)

    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 54)

    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.

J. Michael Parish, Trustee (age 53)

    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
41)

    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.

Robert Campbell, Treasurer (age 36)

    Director of Fund Accounting, Forum Accounting Services, LLC., with which he
    has been associated since April 1997.  Prior thereto, Mr. Campbell was the
    Vice President of Domestic Operations for State Street Fund Services in
    Toronto, Ontario, and prior to that, Mr. Campbell served as Assistant Vice
    President/Fund Manager of Mutual Fund, State Street Bank & Trust in Boston,
    Massachusetts.  Mr. Campbell is also treasurer of various registered
    investment companies for which Forum Administrative Services, LLC or Forum
    Financial Services, Inc. serves as manager, administrator and/or
    distributor. His address is Two Portland Square, Portland, Maine 04101.

David I. Goldstein, Secretary (age 35)

    General 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 LLP.  Mr. Goldstein is


                                          14

<PAGE>

    also Secretary or Assistant Secretary of various registered investment
    companies for which Forum Administrative Services, LLC or 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.  Mr. Berueffy is also Secretary or
    Assistant Secretary of various registered investment companies for which
    Forum Administrative Services, LLC or Forum Financial Services, Inc. serves
    as manager, administrator and/or distributor.  His address is Two Portland
    Square, Portland, Maine  04101.

Cheryl O. Tumlin, Assistant Secretary (age 31)

    Assistant Counsel, Forum Financial Services, Inc., with which she has been
    associated since July 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 an associate with the
    law firm of Robinson Silverman Pearce Aronsohn & Berman in New York, New
    York.  Ms. Tumlin is also Assistant Secretary of various registered
    investment companies for which Forum Administrative Services, LLC or Forum
    Financial Services, Inc. serves as manager, administrator and/or
    distributor.  Her address is Two Portland Square, Portland, Maine  04101.

M. Paige Turney, Assistant Secretary (age 28).

    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.  Ms. Turney is also
    Assistant Secretary of various registered investment companies for which
    Forum Administrative Services, LLC or Forum Financial Services, Inc. serves
    as manager, administrator and/or distributor.  Her address is Two Portland
    Square, Portland, Maine 04101.

TRUSTEES AND OFFICERS OF CORE TRUST

The Trustees and officers of Core Trust and their principal occupations during
the past five years are set forth below.  Each of the Trustees of the Trust is
also a Trustee of Core Trust and several officers of the Trust serve as officers
of Core Trust .  Each Trustee who is an "interested person" (as defined by the
1940 Act) of Core Trust is indicated by an asterisk.  Accordingly, for
background information pertaining to the Trustees and these officers, see
"Trustees and Officers of the Trust" above.

John Y. Keffer,* Chairman and President.

Costas Azariadis, Trustee.

James C. Cheng, Trustee.

J. Michael Parish, Trustee.

Robert Campbell, Treasurer

David I. Goldstein, Secretary


                                          15

<PAGE>

Sara M. Clark, Vice President, Assistant Secretary and Assistant Treasurer (age
33).

    Managing Director, Forum Financial Services, Inc., with which she has been
    associated since 1994.  Prior thereto, from 1991 to 1994 Ms. Clark was
    Controller of Wright Express Corporation (a national credit card company)
    and for six years prior thereto was employed at Deloitte & Touche LLP as an
    accountant.  Ms. Clark is also an officer of various registered investment
    companies for which Forum Financial Services, Inc. serves as manager,
    administrator and/or distributor.  Her address is Two Portland Square,
    Portland, Maine 04101.

Thomas G. Sheehan, Vice President and Assistant Secretary (age 42)

    Counsel, Forum Financial Services, Inc. since October, 1993.  Prior
    thereto, Mr. Sheehan was a Special Counsel in the Division of Investment
    Management of the U.S. Securities and Exchange Commission in Washington,
    D.C.  His address is Two Portland Square, Portland, Maine  04101.

   
Renee A. Walker, Assistant Secretary (age 26).

    Fund Administrator, Forum Financial Services, Inc., with which she has been
    associated since 1994.  Prior thereto, Ms. Walker was an administrator at
    Longwood Partners (the manager of a hedge fund partnership) for a year.
    After graduating from college, from 1991 to 1993 Ms. Walker was a sales
    representative assistant at PaineWebber Incorporated (a broker-dealer).
    Her address is Two Portland Square, Portland, Maine 04101.
    

TRUSTEE COMPENSATION

Each Trustee of the Trust (other than John Y. Keffer, who is an interested
person of the Trust) is paid $1,000 for each Board meeting attended (whether in
person or by electronic communication) and $1,000 for each committee meeting
attended on a date when a Board meeting is not held.  As of March 31, 1997, in
addition to the $1,000 for each Board meeting attended, each Trustee is paid
$100 per active portfolio of the Trust.  To the extent a meeting relates to only
certain portfolios of the Trust, Trustees are paid the $100 fee only with
respect to those portfolios.  Trustees are also reimbursed for travel and
related expenses incurred in attending meetings of the Board.  No officer of the
Trust is compensated by the Trust.

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 period April 1, 1997 through August
31, 1997.

   
                                     Accrued         Annual
                      Aggregate      Pension      Benefits Upon     Total
    Trustee         Compensation     Benefits      Retirement    Compensation
    -------         ------------     --------     -------------  ------------
    Mr. Keffer          None           None           None           None
    Mr. Azariadis      $1,000          None           None          $1,000
    Mr. Cheng          $1,000          None           None          $1,000
    Mr. Parish         $1,000          None           None          $1,000
    

Each of the Trustees of the Trust is also a Trustee of Core Trust.  Each Trustee
of Core Trust (other than John Y. Keffer, who is an interested person of Core
Trust) is paid $1,000 for each Core Trust Board meeting attended (whether in
person or by electronic communication) plus $100 per active portfolio of Core
Trust and is paid $1,000 for each committee meeting attended on a date when a
Core Trust Board meeting is not held.  To the extent a meeting relates to only
certain portfolios of Core Trust, trustees are paid the $100 fee only with
respect to those portfolios.  Core Trust trustees are also reimbursed for travel
and related expenses incurred in attending meetings of the Core Trust Board.
For the fiscal year of the Portfolios ended August 31, 1997, each Core Trust
trustee received fees totalling $2,238.


                                          16

<PAGE>

   
INVESTMENT ADVISER
    

Forum Investment Advisors, LLC, the investment adviser to each Portfolio, 
furnishes to the Portfolios at its own expense all services, facilities and 
personnel necessary in connection with managing the Portfolios'
investments and effecting portfolio transactions for the Portfolios, pursuant
to an investment advisory agreement between the Adviser and Core Trust (an
"Advisory Agreement").  The Advisory Agreement provides, with respect to each
Portfolio, for an initial term of one year from its effective date and for its
continuance in effect for successive twelve-month periods thereafter, provided
the Advisory Agreement is specifically approved at least annually by the Core
Trust Board or by vote of the shareholders of the Portfolios, and in either
case by a majority of the Trustees who are not parties to the Advisory 
Agreement or interested persons of any such party.

The Adviser was established in 1987 and is indirectly wholly-owned and 
controlled by John Y. Keffer. In connection with the January 2, 1998,
acquisition of Linden Asset Management, Inc., the previous investment adviser
to each of Treasury Cash Portfolio, Government Cash Portfolio and Cash
Portfolio, the Adviser has entered into a consulting agreement with a new
company solely owned by Anthony R. Fischer, Jr., former owner, president and
sole director of Linden, under which Mr. Fischer will continue to provide
portfolio management services to the Portfolios under the supervision of the
Adviser, for five years from the date of the acquisition.


Table 1 in Appendix C shows the dollar amount of fees paid under the investment
advisory agreements between Core Trust and  Linden and between Core Trust and
Forum Advisors, Inc. with respect to each Portfolio or, prior to Daily Assets 
Treasury Fund investing in Treasury Portfolio, the dollar amount of fees paid
under the Investment Advisory Agreement between the Trust and Forum 
Advisors, Inc. with respect to the Fund.  This information is provided for the
past three years (or shorter time a Portfolio has been operational).

The Advisory Agreement is terminable without penalty by Core Trust with respect
to the Portfolio on 60 days' written notice when authorized either by vote of
the Portfolio's shareholders or by a vote of a majority of the Core Trust Board,
or by the Adviser on not more than 60 days' nor less than 30 days' written
notice, and will automatically terminate in the event of its assignment.  The
Advisory Agreement also provides that, with respect to the Portfolio, 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 Portfolio, 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 Advisory Agreement.  The Advisory Agreement provides that the
Adviser may render services to others.

In addition to receiving an advisory fee from a Portfolio it advises, the 
Adviser may also act and be compensated as investment manager for its clients
with respect to assets which are invested in the Portfolio. In some instances
the Adviser may elect to credit against any investment management fee received
from a client who is also a shareholder in the Portfolio an amount equal to 
all or a portion of the fees received by the Adviser or any affiliate of the 
Adviser from the Portfolio with respect to the client's assets invested in the
Portfolio.

The Adviser has agreed, with respect to each portfolio(s) it manages, to
reimburse Core Trust for certain of the Portfolio's 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 Portfolio's shares are
qualified for sale.

Subject to the above obligations to reimburse Core Trust for its excess
expenses, Core Trust and the Trust have confirmed their respective obligations
to pay all their other expenses, including:  interest charges, taxes, brokerage
fees and commissions; certain insurance premiums; fees, interest charges and
expenses of the custodian, transfer agent and dividend disbursing agent;
telecommunications expenses; auditing, legal and compliance expenses; costs of
forming the corporation and maintaining corporate existence; 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; 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 Core Trust and the Trust;
costs of reproduction, stationery and supplies; compensation of Trustees,
officers and employees of Core and costs of other personnel performing services
for Core Trust and the Trust who are not officers of an Adviser, the manager and
distributor or their respective affiliates; costs of corporate meetings; SEC
registration fees and related expenses; state securities laws registration fees
and related expenses; and fees payable to the Adviser under the Investment
Advisory Agreement.


                                          17

<PAGE>

ADMINISTRATION

Table 2 in Appendix C shows the dollar amount of fees paid for administrative
services by the Funds and the Portfolios.  This information is provided for the
past three years (or shorter time a Portfolio has been operational).

THE TRUST.  Pursuant to an administration agreement (the "Trust Administration
Agreement"), FAS supervises the overall management of the Trust (which includes,
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 Trust Administration Agreement may be
terminated by either party without penalty on 60 days' written notice and may
not be assigned except upon written consent by both parties.  The Trust
Administration Agreement also provides that FAS 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 FAS's duties or by reason of
reckless disregard of its obligations and duties under the Trust Administration
Agreement.  Prior to June 19, 1997, FFSI provided administration services to the
Trust.

FAS 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 Trustees, officers or employees of (and persons providing services
to the Trust may include) FAS, FFSI, their affiliates or affiliates of Forum
Advisors.

CORE TRUST.  Pursuant to a management agreement with Core Trust (the "Core Trust
Management Agreement"), FAS supervises the overall management of Core Trust
(which includes, among other responsibilities, negotiation of contracts and fees
with, and monitoring of performance and billing of, the custodian and arranging
for maintenance of books and records of Core Trust) and provides Core Trust with
general office facilities.  The Core Trust Management Agreement provides, with
respect to the Portfolios, for an initial term of one year from its effective
date and for its continuance in effect for successive twelve-month periods
thereafter, provided the agreement is


                                          18

<PAGE>

specifically approved at least annually by the Core Trust Board or by the
shareholders of the Portfolios, and in either case by a majority of the Trustees
who are not parties to the Core Trust Management Agreement or interested persons
of any such party.  Prior to November 15, 1997, FFSI provided administration
services to Core Trust.

The Core Trust Management Agreement terminates automatically if it is assigned
and may be terminated without penalty with respect to the Portfolio by vote of a
Portfolio's shareholders or by either party on 60 days' written notice.  The
Core Trust Management Agreement also provides that FFSI 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 Core 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 Core Trust Management
Agreement.

Athe request of the Core Trust Board, FAS provides persons satisfactory to the
Core Trust Board to serve as officers of Core Trust.

DISTRIBUTION

FFSI was incorporated under the laws of the State of Delaware on February 7,
1986 and serves as distributor of shares of the Portfolio pursuant to a
Distribution Agreement between FFSI and the Trust (the "Trust Distribution
Agreement").  The Trust Distribution Agreement provides, 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
the Trust Distribution Agreement is specifically approved at least annually by
the Board or by the shareholders of the Fund, and in either case by a majority
of the Trustees who are not parties to the Trust Distribution Agreement or
interested persons of any such party.

The Trust Distribution Agreement terminates automatically if it is assigned and
may be terminated without penalty with respect to each Fund by vote of the
Fund's shareholders or by either party on 60 days' written notice.  The Trust
Distribution Agreement also provides that FFSI shall not be liable for any error
of judgment or mistake of law or for any act or omission in the performance of
services to the Trust, except for willful misfeasance, bad faith or gross
negligence in the performance of FFSI's duties or by reason of reckless
disregard of its obligations and duties under the Trust Distribution Agreement.

With respect to any class that has adopted a distribution plan, the Trust
Distribution Agreement is also terminable upon similar notice by a majority of
the Trustees who (i) are not interested persons of the Trust and (ii) have no
direct or indirect financial interest in the operation of that distribution plan
or in the Trust Distribution Agreement ("Qualified Trustees").

FFSI acts as sole placement agent for interests in the Portfolios and receives
no compensation for those services from the portfolios.

INVESTOR CLASS DISTRIBUTION PLAN.  In accordance with Rule 12b-1 under the 1940
Act, with respect to the Investor Class of each Fund, the Trust adopted a
distribution plan (the "Investor Class Plan") which provides for the payment to
Forum of a Rule 12b-1 fee at the annual rate of 0.15% of the average daily net
assets of the Investor class of each Fund as compensation for Forum's services
as distributor.

The Investor Class Plan provides that all written agreements relating to that
plan must be approved by the Board, including a majority of the Qualified
Trustees.  In addition, the Investor Class Plan (as well as the Distribution
Agreement) requires the Trust and Forum to prepare and submit to the Board, at
least quarterly, and the Board will review, written reports setting forth all
amounts expended under the Investor Class Plan and identifying the activities
for which those expenditures were made.

The Investor Class Plan provides that it will remain in effect for one year from
the date of its adoption and thereafter shall continue in effect provided it is
approved at least annually by the shareholders or by the Board, including a
majority of the Qualified Trustees.  The Investor Class Plan further provides
that it may not be amended to increase materially the costs which may be borne
by the Trust for distribution pursuant to the Investor Class Plan without


                                          19

<PAGE>

shareholder approval and that other material amendments of the Investor Class
Plan must be approved by the Qualified Trustees.  The Investor Class Plan may be
terminated at any time by the Board, by a majority of the Qualified Trustees, or
by a Fund's Investor class shareholders.

Table 3 in Appendix C shows the dollar amount of fees payable under the Investor
Class Plan with respect to each Fund.  This information is provided for the past
three years (or shorter time a Fund has been operational).

TRANSFER AGENT

Forum Financial Corp. ("FFC") acts as transfer agent of the Trust pursuant to a
transfer agency agreement with the Trust (the "Transfer Agency Agreement").  The
Transfer Agency Agreement provides, with respect to the Funds, 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 Transfer Agency
Agreement is specifically approved at least annually by the Board or by a vote
of the shareholders of each Fund, and in either case by a majority of the
Trustees 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 transfer agent for the Trust are:  (1)
answering customer inquiries regarding account status and history, the manner in
which purchases and redemptions of shares of each Fund may be effected and
certain other matters pertaining to each Fund; (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 a Fund with respect to assets
invested in that Fund.  FFC or any sub-transfer agent or other processing agent
may elect to credit against the fees payable to it by its clients or customers
all or a portion of any fee received from the Trust or from the Transfer Agent
with respect to assets of those customers or clients invested in the Portfolio.
FFC, FAS or sub-transfer agents or processing agents retained by the 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 FAS.

For its services under the Transfer Agency Agreement, FFC receives an annual fee
from each Fund of (i) 0.02% of each Fund's average daily net assets attributable
to institutional Shares and 0.25% of each Fund's average daily net assets
attributable to Institutional Service Shares and Investor Shares (computed and
paid monthly in arrears by the Fund), (ii) $12,000 per year (computed and paid
monthly in arrears by the Fund) and (iii) Annual Shareholder Account Fees of
$125 per shareholder account in Institutional Shares and $18.00 per shareholder
account in Institutional Service Shares and Investor Shares (computed as of the
last business day of the prior month).

Table 4 in Appendix C shows the dollar amount of fees paid for transfer agency
services by the Funds.  This information is provided for the past three years
(or shorter time a Fund has been operational).

SHAREHOLDER SERVICE PLAN AND AGREEMENTS

The Trust has adopted a shareholder service plan ("Shareholder Service Plan")
with respect to the Institutional Service class and the Investor class of each
Fund which provides that Forum may obtain the services of financial institutions
to act as shareholder servicing agents for their customers invested in those
classes.  The Shareholder Service Plan was effective on November 15, 1997 for
the Institutional Service class of those Funds then operating.


                                          20

<PAGE>

The Shareholder Service Plan provides that all written agreements relating to
that plan must be approved by the Board, including a majority of the Qualified
Trustees.  In addition, the Shareholder Service Plan (as well as the various
shareholder service agreements) requires the Trust and Forum to prepare and
submit to the Board, at least quarterly, and the Board will review written
reports setting forth all amounts expended under the plan and identifying the
activities for which those expenditures were made.

The Shareholder Service Plan provides that it will remain in effect for one year
from the date of its adoption and thereafter shall continue in effect provided
it is approved at least annually by the shareholders or by the Board.  The
Shareholder Service Plan further provides material amendments of the plan must
be approved by the Qualified Trustees.  The Shareholder Service Plan may be
terminated at any time by the Board or by a majority of the Qualified Trustees.

The Trust may enter into shareholder servicing agreements with various
Shareholder Servicing Agents pursuant to which those agents, as agent for their
customers, may agree among other things to:  (i) answer shareholder inquiries
regarding the manner in which purchases, exchanges and redemptions of shares of
the Trust may be effected and other matters pertaining to the Trust's services;
(ii) provide necessary personnel and facilities to establish and maintain
shareholder accounts and records; (iii) assist shareholders in arranging for
processing purchase, exchange and redemption transactions; (iv) arrange for the
wiring of funds; (v) guarantee shareholder signatures in connection with
redemption orders and transfers and changes in shareholder-designated accounts;
(vi) integrate periodic statements with other shareholder transactions; and
(vii) provide such other related services as the shareholder may request.

As Participating Organizations, some Shareholder Servicing Agents also may
impose certain conditions on their customers, subject to the terms of the
Trust's Prospectus, in addition to or different from those imposed by the Trust,
such as requiring a minimum initial investment or by charging their customers a
direct fee for their services.  Some Shareholder Servicing Agents 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
Funds with respect to assets invested in the Funds.  These Shareholder Servicing
Agents may elect to credit against the fees payable to it by its clients or
customers all or a portion of any fee received from the Trust with respect to
assets of those customers or clients invested in the Funds.

Table 4 in Appendix C shows the dollar amount of fees payable under the
Shareholder Service Plan with respect to Institutional Service Shares and
Investor Shares of each Fund.

FUND ACCOUNTING

Pursuant to a Fund Accounting Agreement, Forum Accounting Services, LLC.
provides the Funds with accounting services, including the calculation of the
Fund's net asset value.  For these services, Forum Accounting Services, LLC.
receives an annual fee ranging from $12,000 to $36,000 depending upon the number
of securities in which the Fund invests and the number of classes in the Fund.
Pursuant to a Fund Accounting Agreement with Core Trust, Forum Accounting
Services, LLC. also provides portfolio accounting services to each Portfolio,
including the calculation of each Portfolio's net asset value.  For these
services, Forum Accounting Services, LLC. receives an annual fee of $48,000 per
year plus surcharges depending upon the amount and type of the Fund's portfolio
transactions and positions.  The Fee for Treasury Cash Portfolio, Government
Cash Portfolo and Cash Portfolio is the lesser of 0.05% of the average daily net
assets of the Portfolios or $48,000 plus, for each investor in a Portfolio above
one (excluding FFSI and its affiliates), $6,000 per year.

Forum Accounting Services, LLC   is required to use its best judgment and
efforts in rendering fund accounting services and is not be liable to Core Trust
for any action or inaction in the absence of bad faith, willful misconduct or
gross negligence.  Forum Accounting Services, LLC   is not responsible or liable
for any failure or delay in performance of its fund accounting obligations
arising out of or  caused, directly or indirectly, by circumstances beyond its
reasonable control and Core Trust has agreed to indemnify and hold harmless
Forum Accounting Services, LLC  , its employees, agents, officers and directors
against and from any and all claims, demands, actions,


                                          21

<PAGE>

suits, judgments, liabilities, losses, damages, costs, charges, counsel fees and
other expenses of every nature and character arising out of or in any way
related to Forum Accounting Services, LLC  's actions taken or failures to act
with respect to a Portfolio or based, if applicable, upon information,
instructions or requests with respect to a Portfolio given or made to Forum
Accounting Services, LLC by an officer of the Trust duly authorized.  This
indemnification does not apply to Forum Accounting Services, LLC's actions taken
or failures to act in cases of Forum Accounting Services, LLC  's own bad faith,
willful misconduct or gross negligence.

Table 6 in Appendix C shows the dollar amount of fees paid for accounting
services by the Funds and the Portfolios.  This information is provided for the
past three years (or shorter time a Fund or Portfolio has been operational).

7.  DETERMINATION OF NET ASSET VALUE

The Fund 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, Columbus Day, Veterans' Day, Thanksgiving and
Christmas.  Purchases and redemptions are effected at the time of the next
determination of net asset value following the receipt of any purchase or
redemption order.

Pursuant to the rules of the SEC, both the Board and the Core Trust Board have
established procedures to stabilize each Fund's and each Portfolio's, as
applicable, net asset value at $1.00 per share.  These procedures include a
review of the extent of any deviation of net asset value per share as a result
of fluctuating interest rates, based on available market rates, from each Fund's
and Portfolio's, as applicable, $1.00 amortized cost price per share.  Should
that deviation exceed 1/2 of 1%, the Board and the Core Trust Board,
respectively, will consider whether any action should be initiated to eliminate
or reduce material dilution or other unfair results to shareholders.  Such
action may include redemption of shares in kind, selling portfolio securities
prior to maturity, reducing or withholding dividends and utilizing a net asset
value per share as determined by using available market quotations.

In determining the approximate market value of portfolio investments, the
Portfolios may employ outside organizations, which may use a matrix or formula
method that takes into consideration market indices, matrices, yield curves and
other specific adjustments.  This may result in the securities being valued at a
price different from the price that would have been determined had the matrix or
formula method not been used.  All cash, receivables and current payables are
carried at their face value.

Each investor in a Portfolio, including the Funds, may add to or reduce its
investment in that Portfolio on each business day of the Portfolios (which
corresponds to Fund Business Days).  The Portfolios maintain the same Business
Days as do the Funds.  As of the close of regular trading on any Fund Business
Day, the value of a Fund's beneficial interest in a Portfolio is determined by
multiplying the net asset value of the Portfolio by the percentage, effective
for that day, which represents the Fund's share of the aggregate beneficial
interests in the Portfolio.  Any additions or reductions, which are to be
effected as of the close of the Fund Business Day, are then effected.  The
Fund's percentage of the aggregate beneficial interests in the Portfolio are
then recomputed as the percentage equal to the fraction (i) the numerator of
which is the value of the Fund's investment in the Portfolio as of the close of
the Fund Business Day plus or minus, as the case may be, the amount of net
additions to or reductions from the Fund's investment in the Portfolio effected
as of that time, and (ii) the denominator of which is the aggregate net asset
value of the Portfolio as of the close of the Fund Business Day plus or minus,
as the case may be, the amount of net additions to or reductions from the
aggregate investments in the Portfolio by all investors in the Portfolio.  The
percentage determined is then applied to determine the value of the Fund's
interest in the Portfolio as of the close of the next Fund Business Day.

8.  PORTFOLIO TRANSACTIONS

Purchases and sales of portfolio securities for the Portfolio usually are
principal transactions.  Portfolio securities are normally purchased directly
from the issuer or from an underwriter or market maker for the securities.
There usually are no brokerage commissions paid for such purchases.  Although
Core Trust does not anticipate that the Portfolio will pay any amounts of
commission, in the event the Portfolio pays brokerage commissions or other


                                          22

<PAGE>

transaction-related compensation, the payments may be made to broker-dealers who
pay expenses of the Portfolio that it would otherwise be obligated to pay
itself.  Any transaction for which the Portfolio pays transaction-related
compensation will be effected at the best price and execution available, taking
into account the amount of any payments made on behalf of the Portfolio by the
broker-dealer effecting the transaction.  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.

Since each Fund's and Portfolio's inception, no brokerage fees were paid by any
Fund (during those periods of the Funds invested directly in securities), nor
any Portfolio.

Allocations of transactions to dealers and the frequency of transactions are
determined for each Portfolio by the Advisers in their best judgment and in a
manner deemed to be in the best interest of shareholders of that Portfolio
rather than by any formula.  The primary consideration is prompt execution of
orders in an effective manner and at the most favorable price available to the
Portfolio.

Investment decisions for the Portfolios will be made independently from those
for any other account or investment company that is or may in the future become
managed by an Adviser or their respective affiliates.  If, however, a Portfolio
and other investment companies or accounts managed by an Adviser 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 Portfolio or the size of the position obtainable for the
Portfolio.  In addition, when purchases or sales of the same security for a
Portfolio and for other investment companies managed by an Adviser occur
contemporaneously, the purchase or sale orders may be aggregated in order to
obtain any price advantages available to large denomination purchases or sales.

No portfolio transactions are executed with Forum Advisors, Linden or any of
their affiliates.

9.  ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Shares of the Funds are sold on a continuous basis by the distributor without
any sales charge.

In addition to the situations described in the Prospectus under "Purchases and
Redemptions of Shares," the Trust may redeem shares involuntarily 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 from time to time.

The Trust has filed a formal election with the SEC pursuant to which the Funds
will only effect a redemption in portfolio securities in kind 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.

The Funds may wire proceeds of redemptions to shareholders that have elected
wire redemption privileges only if the wired amount is greater than $5,000.  In
addition, the Funds will only wire redemption proceeds to financial institutions
located in the United States.

By use of the telephone redemption or exchange privilege, the shareholder
authorizes the Transfer Agent 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 the Transfer Agent to be genuine.  The records of
the Transfer Agent of such instructions are binding.

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.


                                          23

<PAGE>

EXCHANGE PRIVILEGE

The exchange privilege permits shareholders of the Funds to exchange their
shares for shares of any Participating Fund, which includes (i) the other Funds
and (ii) any other mutual fund for which Forum or its affiliates act as
investment adviser, manager or distributor and which participates in the Trust's
exchange privilege program.

Exchange transactions are made on the basis of relative net asset values per
share at the time of the exchange transaction plus any applicable sales charge
of the Participating Fund whose shares are acquired.  Exchanges are accomplished
by (i) a redemption of the shares of the Fund exchanged at the next
determination of that Fund's net asset value after the exchange order in proper
form (including any necessary supporting documents required by the Fund whose
shares are being exchanged) is accepted by the Transfer Agent and (ii) a
purchase of the shares of the fund acquired at the next determination of that
fund's net asset value after (or occurring simultaneously with) the time of
redemption.

Shares of any Participating Fund may be exchanged without a sales charge for
shares of any Participating Fund that are offered without a sales charge.  If
the Participating Fund whose shares are purchased in the exchange transaction
imposes a higher sales charge the shareholder will be required to pay the sales
charge on the purchased shares.  Shareholders are entitled to any reduced sales
charges of the Participating Fund into which they are exchanging to the extent
those reduced sales charges would be applicable to that shareholder's purchase
of shares.

The Funds do not charge for the exchange privilege and there is currently no
limit on the number of exchanges a shareholder may make, but each Fund reserves
the right to limit excessive exchanges by any shareholder.  A pattern of
frequent exchanges may be deemed by the Transfer Agent to be contrary to the
best interests of the Fund's other shareholders and, at the discretion of the
Transfer Agent, may be limited by that Fund's refusal to accept additional
exchanges from the investor.

The terms of the exchange privilege are subject to change, and the privilege may
be terminated by any Participating Fund or 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 60 days' advance
notice to shareholders.  No notice need be given of an amendment whose only
material effect is to reduce amount of sales charge required to be paid on the
exchange and no notice need be given if redemptions of shares of a Fund are
suspended or a Fund temporarily delays or ceases the sale of its shares.

INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

The Funds (other than Daily Assets Tax-Exempt Fund) offer an individual
retirement plan (the "IRA") for individuals who wish to use shares of a Fund 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 invest in a Fund through an IRA should contact the Transfer Agent for
further information.

10. TAXATION

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 each Fund and assume that the Funds qualify as regulated investment
companies.  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.


                                          24

<PAGE>

The Funds expect to derive substantially all of their gross income (exclusive of
capital gain) from sources other than dividends.  Accordingly, it is expected
that none of the Funds' dividends or distributions will qualify for the
dividends-received deduction for corporations.

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 his shares by the amount of the distribution.  To the extent that
capital gain was accrued by a Fund before the shareholder purchased his shares,
the distribution would be in effect a return of capital to that shareholder.
All capital gain distributions, including those that operate as a return of
capital, are taxable to the shareholder receiving them as described above
regardless of the length of time he may have held his shares prior to the
distribution.

11. OTHER INFORMATION

CUSTODIAN

Pursuant to a Custodian Agreement with Core Trust, The First National Bank of
Boston, 100 Federal Street, Boston, Massachusetts 02106, acts as the custodian
of Treasury Portfoio's and Municipal Cash Portfolio's assets.  Pursuant to a
Custodian Agreement with Core Trust, Imperial Trust Company, 201 North Figueroa
Street, Suite 610, Los Angeles, California 90012, acts as the custodian of each
other Portfolio's assets.  The custodians' responsibilities include safeguarding
and controlling the Portfolios cash and securities and determining income
payable on and collecting interest on Portfolio investments.

COUNSEL

Legal matters in connection with the issuance of beneficial interest of the
Trust are passed upon by Seward & Kissel, 1200 G Street, N.W., Washington, D.C.
20005.

AUDITORS

   
99 High Street, Boston, Massachusetts  02110, independent auditors, acts as 
auditors for the Funds and as auditors for the Portfolios.
    

THE TRUST AND ITS SHARES

The Trust is a business trust organized under Delaware law.  Delaware law
provides that shareholders shall be entitled to the same limitations of personal
liability extended to stockholders of private corporations for profit.  The
securities regulators of some states, however, have indicated that they and the
courts in their state may decline to apply Delaware law on this point.

The Trust Instrument contains an express disclaimer of shareholder liability for
the debts, liabilities, obligations, and expenses of the Trust and requires that
a disclaimer be given in each contract entered into or executed by the Trust or
the Trustees.  The Trust Instrument provides for indemnification out of each
series' property of any shareholder or former shareholder held personally liable
for the obligations of the series.  The Trust Instrument also provides that each
series shall, upon request, assume the defense of any claim made against any
shareholder for any act or obligation of the series and satisfy any judgment
thereon.  Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which Delaware law does not
apply, no contractual limitation of liability was in effect and the portfolio is
unable to meet its obligations.  (FAS) believes that, in view of the above,
there is no risk of personal liability to shareholders.

The Trust Instrument further provides that the Trustees shall not be liable to
any person other than the Trust or its shareholders; moreover, the Trustees
shall not be liable for any conduct whatsoever, provided that a Trustee is not


                                          25

<PAGE>

protected against any liability to which he would otherwise by subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.

The Board is required to call a meeting of shareholders for the purpose of
voting upon the removal of any trustee when so requested in writing by the
shareholders of record holding at least 10% of the Trust's outstanding shares.

Each series' capital consists of shares of beneficial interest.  Shares are
fully paid and nonassessable, except as set forth above with respect to Trustee
and shareholder liability.  Shareholders representing 10% or more of the Trust
or a series may, as set forth in the Trust Instrument, call meetings of the
Trust or series for any purpose related to the Trust or series, as the case may
be, including, in the case of a meeting of the entire Trust, the purpose of
voting on removal of one or more Trustees.  The Trust or any series may be
terminated upon the sale of its assets to, or merger with, another open-end
management investment company or series thereof, or upon liquidation and
distribution of its assets.  Generally such terminations must be approved by the
vote of the holders of a majority of the outstanding shares of the Trust or the
series; however, the Trustees may, without prior shareholder approval, change
the form of organization of the Trust by merger, consolidation or incorporation.
If not so terminated or reorganized, the Trust and its series will continue
indefinitely.  Under the Trust Instrument, the Trustees may, without shareholder
vote, cause the Trust to merge or consolidate into one or more trusts,
partnerships or corporations or cause the Trust to merge or consolidate into one
or more trusts, partnerships or corporations or cause the Trust to be
incorporated under Delaware law, so long as the surviving entity is an open-end
management investment company that will succeed to or assume the Trust's
registration statement.

FUND STRUCTURE

CORE AND GATEWAY.  The Funds seek to achieve their objective by investing all of
their investable assets in a separate portfolio of a registered, open-end
management investment company with substantially the same  investment objective
and policies as the Fund.  This "Core and Gateway" fund structure is an
arrangement whereby one or more investment companies or other collective
investment vehicles that share investment objectives    but offer their shares
through distinct distribution channels   pool their assets by investing in a
single investment company having substantially the same investment objective and
policies (a "Core Portfolio").  This means that the only investment securities
that will be held by a Fund will be the Fund's interest in the Core Portfolio.
This structure permits other collective investment vehicles to invest
collectively in a Core Portfolio, allowing for greater economies of scale in
managing operations of the single Core Portfolio. The Board retains the right to
withdraw a Fund's investments from a Core Portfolio at any time; the Fund would
then resume investing directly in individual securities of other issuers or
could re-invest all of its assets in another Core Portfolio.

FUND SHAREHOLDERS' VOTING RIGHTS.  A Core Portfolio normally will not hold
meetings of its investors except as required under the 1940 Act.  As a
shareholder in a Core Portfolio, a Fund is entitled to vote in proportion to its
relative interest in the Core Portfolio.  On any issue, a Fund will vote its
shares in a Core Portfolio in proportion to the votes cast by its shareholders.
If there are other investors in a Core Portfolio, there can be no assurance that
any issue that receives a majority of the votes cast by the Fund's shareholders
will receive a majority of votes cast by all Core Portfolio shareholders.
Generally, a Fund will hold a meeting of its shareholders to obtain instructions
on how to vote its interest in a Core Portfolio when the Core Portfolio is
conducting a meeting of its shareholders.  However, subject to applicable
statutory and regulatory requirements, a Fund will not seek instructions from
its shareholders with respect to (i) any proposal relating to a Core Portfolio
that, if made with respect to the Fund, would not require the vote of Fund
shareholders, or (ii) any proposal relating to the Core Portfolio that is
identical to a proposal previously approved by the Fund's shareholders.

In addition to a vote to remove a trustee or change a fundamental policy,
examples of matters that will require approval of shareholders of a Core
Portfolio include, subject to applicable statutory and regulatory requirements:
the election of trustees; approval of an investment advisory contract; the
dissolution of a Core Portfolio; certain amendments of the organizational
documents for the Core Portfolio; a merger, consolidation or sale of
substantially all of a Core Portfolio's assets; or any additional matters
required or authorized by the charter or trust instrument and by-laws of a Core
Portfolio or any registration statement of a Core Portfolio, or as the directors
or trustees of the


                                          26

<PAGE>

Core Portfolio may consider desirable. The board of trustees of a Core Portfolio
will typically reserve the power to change nonfundamental policies without prior
shareholder approval.

CONSIDERATIONS OF INVESTING IN A PORTFOLIO. A Fund's investment in a Core
Portfolio may be affected by the actions of other large investors in the Core
Portfolio, if any.  For example, if the Core Portfolio had a large investor
other than the Fund that redeemed its interest in the Core Portfolio, the Core
Portfolio's remaining investors (including the Fund) might, as a result,
experience higher pro rata operating expenses, thereby producing lower returns.
A Fund may withdraw its entire investment from the Core Portfolio at any time,
if the Board determines that it is in the best interests of the Fund and its
shareholders to do so.  A Fund might withdraw, for example, if other investors
in the Core Portfolio, by a vote of shareholders, changed the investment
objective or policies of the Core Portfolio in a manner not acceptable to the
Board.  A withdrawal could result in a distribution in kind of portfolio
securities (as opposed to a cash distribution) by the Core Portfolio.  That
distribution could result in a less diversified portfolio of investments for the
Fund and could affect adversely the liquidity of the Fund's portfolio.  If the
Fund decided to convert those securities to cash, it normally would incur
transaction costs.  If a Fund withdrew its investment from the Core Portfolio,
the Board would consider what action might be taken, including the management of
the Fund's assets in accordance with its investment objective and policies by
Forum Advisors or the investment of all of the Fund's investable assets in
another pooled investment entity having substantially the same investment
objective as the Fund.

12.  FINANCIAL STATEMENTS

The Statements of Assets and Liabilities, Statements of Operations, Statements
of Changes in Net Assets, notes thereto and Financial Highlights of Daily Assets
Treasury Fund and Daily Assets Cash Fund for the fiscal year ended August 31,
1997 and the Independent Auditors' Report thereon (included in the Annual Report
to Shareholders), which are delivered along with this SAI, are incorporated
herein by reference.  Also incorporated by reference into this SAI are the
Schedules of Investments, Statements of Assets and Liabilities, Statements of
Operations, Statements of Changes in Net Assets, and notes thereto, of Treasury
Portfolio and Cash Portfolio for the fiscal year ended August 31, 1997 and the
Independent Auditors' Report thereon.

As Daily Assets Treasury Obligations Fund, Daily Assets Government Fund, Daily
Assets Tax-Exempt Fund and Municipal Cash Portfolio had not as of the date
hereof commenced operations, no financial statements are available.


                                          27

<PAGE>

APPENDIX A - DESCRIPTION OF SECURITIES RATINGS

1.  CORPORATE BONDS

    MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")

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.

Note:  Those bonds in the Aa and A groups which Moody's believes possess the
strongest investment attributes are designated by the symbols Aa1 and A1.

    STANDARD AND POOR'S CORPORATION ("S&P")

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.

Note: The ratings for AA and A 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")

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.


                                         A-1

<PAGE>

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 categories.

2.  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 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.


                                         A-2

<PAGE>

APPENDIX B - PERFORMANCE INFORMATION

For the seven day period ended August 31, 1997, the annualized yields of each of
the classes of the Funds that were then operating were as follows:

<TABLE>
<CAPTION>
                                                                                            TAX EQUIVALENT        TAX EQUIVALENT
                                              CURRENT YIELD         EFFECTIVE YIELD         CURRENT YIELD        EFFECTIVE YIELD
<S>                                           <C>                   <C>                     <C>                  <C>
DAILY ASSETS TREASURY FUND
     Investor Shares                               --                     --                     --                    --
     Institutional Service Shares                4.76%                  4.87%                    --                    --
     Institutional Shares                          --                     --                     --                    --
DAILY ASSETS TREASURY
OBLIGATIONS FUND
     Investor Shares                               --                     --                     --                    --
     Institutional Service Shares                  --                     --                     --                    --
     Institutional Shares                          --                     --                     --                    --
DAILY ASSETS GOVERNMENT FUND
     Investor Shares                               --                     --                     --                    --
     Institutional Service Shares                  --                     --                     --                    --
     Institutional Shares                          --                     --                     --                    --
DAILY ASSETS CASH FUND
     Investor Shares                               --                     --                     --                    --
     Institutional Service Shares                5.19%                  5.33%                    --                    --
     Institutional Shares                          --                     --                     --                    --
DAILY ASSETS TAX-EXEMPTFUND
     Investor Shares                               --                     --                     --                    --
     Institutional Service Shares                  --                     --                     --                    --
     Institutional Shares                          --                     --                     --                    --
</TABLE>

As of August 31, 1997, there were no outstanding Institutional Shares, Investor
Shares or Institutional Service Shares of each Fund other than Daily Assets
Treasury Fund and Daily Assets Cash Fund.


                                         B-1

<PAGE>

APPENDIX C- MISCELLANEOUS TABLES

                          TABLE 1 - INVESTMENT ADVISORY FEES


                                         GROSS FEE   FEE WAIVED   NET FEE PAID
TREASURY PORTFOLIO
Period ended August 31, 1997             $  9,064        $0         $  9,064
Year ended March 31, 1997                $ 20,637        $0         $ 20,637
Year ended March 31, 1996(1)             $ 69,466        $0         $ 69,466
Year ended March 31, 1995(1)             $ 59,382     $53,382       $  6,000
TREASURY CASH PORTFOLIO
Year ended August 31, 1997                               $0
Year ended August 31, 1996               $ 12,930        $0         $ 12,930
GOVERNMENT CASH PORTFOLIO
Year ended August 31, 1997               $196,857        $0         $196,857
Year ended August 31, 1996               $156,552        $0         $156,552
CASH PORTFOLIO
Year ended August 31, 1997               $ 72,872        $0         $ 72,872
Year ended August 31, 1996               $ 38,083        $0         $ 38,083
MUNICIPAL CASH PORTFOLIO
Year ended August 31, 1997                  --           --            --

(1) Prior to January 15, 1996 Forum Advisors acted as Daily Assets Treasury
    Fund's investment adviser under an investment advisory agreement with Forum
    Funds, Inc.  Under this investment advisory agreement, Forum received a fee
    at an annual rate of 0.20% of the average daily net assets of the Fund.


                                         C-1

<PAGE>

                            TABLE 2 - ADMINISTRATION FEES


                                           GROSS FEE   FEE WAIVED   NET FEE PAID
TREASURY PORTFOLIO
Period ended August 31, 1997                $ 18,128    $  18,128     $    0
Year ended March 31, 1997                     41,274    $  41,274     $    0
Year ended March 31, 1996(1)
TREASURY CASH PORTFOLIO
Year ended August 31, 1997                  $ 24,287    $  14,346        9,941
Year ended August 31, 1996                  $ 19,198    $   9,307     $  9,891
GOVERNMENT CASH PORTFOLIO
Year ended August 31, 1997                  $252,821    $   0         $252,821
Year ended August 31, 1996                  $230,547    $104,558      $125,989
CASH PORTFOLIO
Year ended August 31, 1997                  $ 92,652    $  7,621      $ 85,031
Year ended August 31, 1996                  $ 56,125    $  3,719      $ 52,406
MUNICIPAL CASH PORTFOLIO
Year ended August 31, 1997                     --           --            --

DAILY ASSETS TREASURY FUND
eriod ended August 31, 1997                 $ 18,123    $   0         $ 18,123
Year ended March 31, 1997                   $ 41,232    $  7,453      $ 33,779
Year ended March 31, 1996
DAILY ASSETS TREASURY OBLIGATIONS FUND
Year ended August 31, 1997                     --           --            --
DAILY ASSETS GOVERNMENT FUND
Year ended August 31, 1997                     --           --            --
DAILY ASSETS CASH FUND
Year ended August 31, 1997                  $  7,453    $  7,453      $    0
DAILY ASSETS TAX-EXEMPT FUND
Year ended August 31, 1997                     --           --            --



                                         C-2

<PAGE>

                      TABLE 3 - INVESTOR SHARES RULE 12b-1 FEES

                                           GROSS FEE   FEE WAIVED   NET FEE PAID
DAILY ASSETS TREASURY FUND
Period ended August 31, 1997                  --           --            --
DAILY ASSETS TREASURY OBLIGATIONS FUND
Year ended August 31, 1997                    --           --            --
DAILY ASSETS GOVERNMENT FUND
Year ended August 31, 1997                    --           --            --
DAILY ASSETS CASH FUND
Period ended August 31, 1997                  --           --            --
DAILY ASSETS TAX-EXEMPT FUND
Year ended August 31, 1997                    --           --            --

For the fiscal year ended August 31, 1997, no Investor Shares were outstanding
and, accordingly, no fees were payable under the Investor Class Plan.


                                         C-3

<PAGE>

                           TABLE 4 - TRANSFER AGENCY FEES

<TABLE>
<CAPTION>
                                                       GROSS FEE               FEE WAIVED           NET FEE PAID
<S>                                                    <C>                     <C>                  <C>
DAILY ASSETS TREASURY FUND
Institutional Service Shares
     Period ended August 31, 1997                       $ 50,810                $ 44,054               $ 6,756
     Year ended March 31, 1997                          $116,051                $101,485               $14,566
     Year ended March 31, 1996                          $110,792                $ 96,881                13,911
DAILY ASSETS TREASURY OBLIGATIONS FUND
Institutional Service Shares
     Year ended August 31, 1997                            --                      --                    --
DAILY ASSETS GOVERNMENT FUND
Institutional Service Shares
     Year ended August 31, 1997                            --                      --                    --
DAILY ASSETS CASH FUND
Institutional Service Shares
     Period ended August 31, 1997                       $ 29,772                $ 17,766                12,006
DAILY ASSETS TAX-EXEMPT FUND
Institutional Service Shares
     Year ended August 31, 1997                            --                      --                    --
</TABLE>


As of August 31, 1997, there were no outstanding Institutional Shares, Investor
Shares or Institutional Service Shares of each Fund other than Daily Assets
Treasury Fund and Daily Assets Cash Fund.

                                         C-4

<PAGE>

                         TABLE 5 - SHAREHOLDER SERVICE FEES

<TABLE>
<CAPTION>
                                                     GROSS FEE                FEE WAIVED            NET FEE PAID
<S>                                                  <C>                      <C>                   <C>
DAILY ASSETS TREASURY FUND
Institutional Service Shares
     Period ended August 31, 1997                        --                       --                     --
Investor Shares
     Period ended August 31, 1997                        --                       --                     --
DAILY ASSETS TREASURY OBLIGATIONS FUND
Institutional Service Shares
     Year ended August 31, 1997                          --                       --                     --
Investor Shares
     Period ended August 31, 1997                        --                       --                     --
DAILY ASSETS GOVERNMENT FUND
Institutional Service Shares
     Year ended August 31, 1997                          --                       --                     --
Investor Shares
     Period ended August 31, 1997                        --                       --                     --
DAILY ASSETS CASH FUND
Institutional Service Shares
     Year ended August 31, 1997                          --                       --                     --
Investor Shares
     Period ended August 31, 1997                        --                       --                     --
DAILY ASSETS TAX-EXEMPT FUND
Institutional Service Shares
     Year ended August 31, 1997                          --                       --                     --
Investor Shares
     Period ended August 31, 1997                        --                       --                     --
</TABLE>


As of August 31, 1997, there were no outstanding Investor Shares and no
effective Shareholder Plan with respect to Institutional Service Shares of any
Fund.


                                         C-5

<PAGE>

                           TABLE 6 - FUND ACCOUNTING FEES

<TABLE>
<CAPTION>

                                                  GROSS FEE              FEE WAIVED           NET FEE PAID
<S>                                               <C>                    <C>                  <C>
TREASURY PORTFOLIO
Period ended August 31, 1997                       $20,000                   $0                 $20,000
Year ended March 31, 1997                          $48,000                   $0                 $48,000
Year ended March 31, 1996(1)
TREASURY CASH PORTFOLIO
Year ended August 31, 1997                         $24,279                   $0                 $24,279
Year ended August 31, 1996                         $28,518                $19,955               $ 8,563
GOVERNMENT CASH PORTFOLIO
Year ended August 31, 1997                         $48,000                   $0                 $48,000
Year ended August 31, 1996                         $42,000                   $0                 $42,000
CASH PORTFOLIO
Year ended August 31, 1997                         $48,000                   $0                 $48,000
Year ended August 31, 1996                         $42,000                $14,957               $27,043
MUNICIPAL CASH PORTFOLIO
Year ended August 31, 1997                            --                     --                    --

DAILY ASSETS TREASURY FUND
Period ended August 31, 1997                       $ 5,000                   $0                 $ 5,000
Year ended March 31, 1997                          $12,000                   $0                 $12,000
Year ended March 31, 1996
DAILY ASSETS TREASURY OBLIGATIONS FUND
Year ended August 31, 1997                            --                     --                    --
DAILY ASSETS GOVERNMENT FUND
Year ended August 31, 1997                            --                     --                    --
DAILY ASSETS CASH FUND
Year ended August 31, 1997
DAILY ASSETS TAX-EXEMPT FUND
Year ended August 31, 1997                            --                     --                    --
</TABLE>
 

                                         C-6

<PAGE>

                              TABLE 7 - 5% SHAREHOLDERS

As of October 31, 1997, the officers and Trustees of the Trust as a group owned
less than 1% of the outstanding shares of each Fund.  Also as of that date, the
shareholders listed below owned more than 5% of each Fund.  Shareholders owning
25% or more of the shares of a Fund or of the Trust as a whole may be deemed to
be controlling persons.  By reason of their substantial holdings of shares,
these persons may be able to require the Trust to hold a shareholder meeting to
vote on certain issues and may be able to determine the outcome of any
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.

                                              PERCENTAGE OF     PERCENTAGE OF
                                              SHARES OWNED     SHARES OF FUND
                                                                    OWNED
DAILY ASSETS TREASURY FUND
INSTITUTIONAL SERVICE SHARES
H.M. Payson & Co. Custody Account                41.11%        15,437,654.710
P.O. Box 31, Portland, ME 04112
H.M. Payson & Co. Custody Account                33.77%        12,681,768.470
P.O. Box 31, Portland, ME 04112
DAILY ASSETS CASH FUND
INSTITUTIONAL SERVICE SHARES
H.M. Payson & Co. Custody Account                50.63%         5,274,716.100
P.O. Box 31, Portland, ME 04112
H.M. Payson & Co. Custody Account                44.39%         4,624,133.160
P.O. Box 31, Portland, ME 04112


                                         C-7

<PAGE>

                                           
                                        PART C
                                  OTHER INFORMATION
                                           


ITEM 24.FINANCIAL STATEMENTS AND EXHIBITS.

(a)    FINANCIAL STATEMENTS.

Included in the Prospectus:

       Financial Highlights.

Included in the Statement of Additional Information:

       Audited financial statements for the fiscal year ended August 31, 1997,
       including Statements of Assets and Liabilities, Statements of
       Operations, Statements of Changes in Net Assets, Notes to Financial
       Statements, Financial Highlights and Independent Auditors' Report
       thereon were filed with the Securities and Exchange Commission via EDGAR
       for:  Daily Assets Treasury Fund and Daily Assets Cash Fund on November
       12, 1997, accession number 0001004402-97-000179 pursuant to Rule 30b2-1
       under the Investment Company Act of 1940, as amended, and incorporated
       herein by reference.  Audited financial statements for the fiscal year
       ended August 31, 1997, including Schedules of Investments, Statements of
       Assets and Liabilities, Statements of Operations, Statements of Changes
       in Net Assets, Notes to Financial Statements, Financial Highlights and
       Independent Auditors' Report thereon were filed with the Securities and
       Exchange Commission via EDGAR for: Treasury Portfolio and Cash Portfolio
       on November 12, 1997, accession number 0001004402-97-000179 pursuant to
       Rule 30b2-1 under the Investment Company Act of 1940, as amended, and
       incorporated herein by reference.
       
       Daily Assets Government Fund, Daily Assets Tax-Exempt Fund and Daily
       Assets Treasury Obligations Fund 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 via EDGAR on May 9, 1996,
              accession number 0000912057-96-008780).

       (2)*   Copy of By-Laws of the Registrant (filed as Exhibit (2) to PEA
              No. 43 via EDGAR on July 31, 1997, accession number
              0000912057-97-025707)

       (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 


<PAGE>

                   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.
       
                        "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)* Form of Investment Advisory Agreement between Registrant and
                   Forum Advisors, Inc. (filed as Exhibit 5(a) to PEA No. 33
                   via EDGAR on January 5, 1996, accession number
                   0000912057-96-000216).
                   
              (b)* Form of Investment Advisory Agreement between Registrant and
                   H.M. Payson & Co. relating to the Payson Value Fund and the
                   Payson Balanced Fund (filed as Exhibit 5(b) to PEA No. 33
                   via EDGAR on January 5, 1996, accession number
                   0000912057-96-000216).
                   
              (c)* Investment Advisory Agreement between Registrant and Quadra
                   Capital Partners, L.P. (filed as Exhibit (5)(c) to PEA No.
                   41 via EDGAR on December 31, 1996, accession number
                   0000912057-96-030646).
                   
              (d)* Investment Subadvisory Agreement between Quadra Capital
                   Partners, L.P. and Anhalt/O'Connell, Inc. (filed as Exhibit
                   (5)(d) to PEA No. 41 via EDGAR on December 31, 1996,
                   accession number 0000912057-96-030646).

<PAGE>


              (e)* Investment Subadvisory Agreement between Quadra Capital
                   Partners, L.P. and Carl Domino Associates, L.P. (filed as
                   Exhibit (5)(e) to PEA No. 41 via EDGAR on December 31, 1996,
                   accession number 0000912057-96-030646).
       
              (f)* Investment Subadvisory Agreement between Quadra Capital
                   Partners, L.P. and McDonald Investment Management, Inc.
                   (filed as Exhibit (5)(f) to PEA No. 41 via EDGAR on December
                   31, 1996, accession number 0000912057-96-030646).
       
              (g)* Investment Subadvisory Agreement between Quadra Capital
                   Partners, L.P. and LM Capital Management, Inc. (filed as
                   Exhibit (5)(g) to PEA No. 41 via EDGAR on December 31, 1996,
                   accession number 0000912057-96-030646).
                   
              (j)* Investment Advisory Agreement between the Registrant and
                   Austin Investment Management, Inc. (filed as Exhibit (5)(j)
                   to PEA No. 43 via EDGAR on July 31, 1997, accession number
                   0000912057-97-025707).
                   
              (k)* Investment Advisory Agreement between the Registrant and Oak
                   Hall Capital Advisors, Inc. (filed as Exhibit (5)(k) to PEA
                   No. 43 via EDGAR on July 31, 1997, accession number
                   0000912057-97-025707).
       
              (l)* Investment Advisory Agreement between Norwest Bank
                   Minnesota, N.A. and Core Trust (Delaware) relating to Index
                   Portfolio (filed as Exhibit 5(a) ro Amendment No. 5 the
                   Registration Statement of Core Trust (Delarware), File No.
                   811-8858, via EDGAR on September 30, 1996, accession number
                   0000912057-96-021568).
                   
              (m)* Investment Advisory Agreement between Schroder Capital
                   Management International, Inc. and Schroder Capital Funds,
                   relating to Schroder U.S. Smaller Companies Portfolio,
                   International Equity Fund and Schroder Emerging Markets Fund
                   Institutional Portfolio (filed as Exhibit 5 to Amendment No.
                   1 to the Registration Statement of Schroder Capital Funds,
                   File No. 811-9130, via EDGAR on August 9, 1996, accesssion
                   number 0000898432-96-000341.
                   
              (n)  Form of Investment Advisory Agreement between Core Trust
                   (Delware) and Forum Investment Advisors, LLC relating to
                   Treasury Portfolio, Treasury Cash Portfolio, Cash Portfolio,
                   Government Cash Portfolio and Municipal Cash Portfolio,
                   filed herewith.
       
       (6)    (a)* Form of Selected Dealer Agreement between Forum Financial
                   Services, Inc. and securities brokers (filed as Exhibit 6(c)
                   to PEA 21).
                   
              (b)* Form of Bank Affiliated Selected Dealer Agreement between
                   Forum Financial Services, Inc. and bank affiliates filed as
                   Exhibit 6(d) of PEA 21).
                   
              (c)* Distribution Agreement between Registrant and Forum
                   Financial Services, Inc. (filed as Exhibit 6(f) to PEA No.
                   43 via EDGAR on July 31, 1997, accession number
                   0000912057-97-025707).
       
       (7)    None.
       
       (8)    (a)* Form of Transfer Agency Agreement between Registrant and
                   Forum Financial Corp. (filed as Exhibit 8(a) to PEA No. 33
                   via EDGAR on January 5, 1996, accession number
                   0000912057-96-000216).


<PAGE>



              (b)* Form of Custodian Agreement between Registrant and the First
                   National Bank of Boston (filed as Exhibit 8(b) to PEA No. 33
                   via EDGAR on January 5, 1996, accession number
                   0000912057-96-000216).
                   
       (9)    (a)  Administration Agreement between Registrant and Forum
                   Administrative Services, LLC (filed as Exhibit 6(e) to PEA
                   No. 43 via EDGAR on July 31, 1997, accession number
                   0000912057-97-025707).
                   
              (b)  Shareholder Service Plan of Registrant relating to the
                   Quadra Funds and Form of Shareholder Service Agreement
                   relating to Quadra Funds (filed as Exhibit 9(b) to PEA No.
                   49 via EDGAR on November 5, 1997, accession number
                   0001004402-97-000163).
                   
              (c)  Form of Shareholder Service Plan of Registrant and Form of
                   Shareholder Service Agreement relating to the Daily Assets
                   Treasury Fund, Daily Assets Cash Fund, Daily Assets
                   Government Fund, Daily Assets Tax-Exempt Fund and Daily
                   Assets Treasury Obligations Fund (filed as Exhibit 9(c) to
                   PEA No. 50 via EDGAR on November 12, 1997, accession no.
                   __________).
                   
       (10)*  Opinion of Seward & Kissel dated January 5, 1996 (filed as
              Exhibit 10 of PEA No. 33 via EDGAR on January 5, 1996, accession
              number 0000912057-96-000216).
       
       (11)   None.
       
       (12)   None.
       
       (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).
       
       (16)   Schedule of Sample Performance Calculations (filed as Exhibit 16
       to PEA No. 43 via EDGAR on July 31, 1997, accession number
       0000912057-97-025707).
       
       
       Other Exhibits*:
       
              Powers of Attorney (filed as Exhibit 99 to PEA No. 34 via EDGAR
              on May 9, 1996, accession number 0000912057-96-008780).

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

       None.

<PAGE>

ITEM 26. NUMBER OF HOLDERS OF SECURITIES AS OF SEPTEMBER 30, 1997

       TITLE OF CLASS                                        NUMBER OF HOLDERS


       Investors Bond Fund                                                  74
       TaxSaver Bond Fund                                                   48
       Daily Assets Cash Fund                                               15
       Daily Assets Treasury Fund                                           73
       Daily Assets Government Fund                                          0
       Daily Assets TaxSaver Fund                                            0
       Payson Value Fund                                                   312
       Payson Balanced Fund                                                378
       Maine Municipal Bond Fund                                           387
       New Hampshire Bond Fund                                              78
       Austin Global Equity Fund                                            12
       Oak Hall Equity Fund                                                199
       Quadra Limited Maturity Treasury Fund                                 4
       Quadra Value Equity Fund                                             16
       Quadra International Equity Fund                                     10
       Quadra Opportunistic Bond Fund                                        6


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:

       "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


<PAGE>


                   "(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.

              "(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 


<PAGE>


       expense arising from such liability. The Trust, on behalf of the
       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."

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.

       "(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 


<PAGE>


       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 (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 



<PAGE>


       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 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 Maine Municipal Bond Fund, the New Hampshire
       Bond Fund, 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 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 Administrative Services, LLC serves as
              administrator and for which Forum Financial Services, Inc. serves
              as manager, administrator and/or distributor.

       Sara M. Morris, Treasurer.

              Treasurer of Forum Financial Services, Inc. and of Forum
              Financial Corp., Ms. Morris is an officer of various registered
              investment companies for which Forum Financial Services, Inc.
              serves as manager, administrator and/or distributor.


<PAGE>


       David I. Goldstein, Secretary.
              
              Secretary of Forum Financial Services, Inc. and of Forum
              Financial Corp., Mr. Goldstein is an officer of various
              registered investment companies for which Forum Administrative
              Services serves as administrator and for which Forum Financial
              Services, Inc. serves as manager, administrator and/or
              distributor.
              
       Margaret J. Fenderson, Assistant Treasurer.
              
              Ms. Fenderson is Assistant Treasurer of Forum Financial Services,
              Inc. and of Forum Financial Corp.
              
       Dana Lukens, Assistant Secretary.
              
              Mr. Lukens is Assistant Secretary of Forum Financial Services,
              Inc. and of Forum Financial Corp.

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 

<PAGE>


              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.

       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.

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 Equity 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 his 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. 

<PAGE>


       Lewis G. Cole, Director. 

              Partner, the Law Firm of Strook, Strook & Lavan. 

       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 Quadra 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. 

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 Quadra 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. 

<PAGE>


              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 Quadra 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 Quadra 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. 

       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. 

Smith Asset Management Group, L.P.

       The description of Smith Asset Management Group, L.P., under the caption
       "Management - Investment Advisory Services" in the Prospectus and
       Statement of Additional Information with respect to the Quadra Growth
       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
       Smith Asset Management Group, L.P., including their business connections
       which are of a substantial nature. 
       
       Mr. Stephen Smith, Chief Investment Officer

<PAGE>


ITEM 29. PRINCIPAL UNDERWRITER.

       (a)    Forum Financial Services, Inc., Registrant's underwriter, serves
              as underwriter to Core Trust (Delaware), The CRM Funds, The
              Cutler Trust, The Highland Family of Funds, Monarch Funds,
              Norwest Funds, Norwest Select Funds, Sound Shore Fund, Inc., and
              Trans Adviser Funds, Inc.
              
       (b)    John Y. Keffer, President of Forum Financial Services, Inc., is
              the Chairman and President of the Registrant.  Sara M. Morris is
              the Treasurer of Forum Financial Services.  David I. Goldstein,
              Secretary of Forum Financial Services, Inc., is the Secretary of
              the Registrant.  Margaret J. Fenderson is the Assistant Treasurer
              of Forum Financial Services, Inc. and Dana Lukens is the
              Assistant Secretary of Forum Financial Services, Inc.  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 Administrative Services, LLC
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 Registrant's custodian, The First
National Bank of Boston, 100 Federal Street, Boston, Massachusetts  02106. 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.

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,

(i)    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.
<PAGE>

                                      SIGNATURES
                                           
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and 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 State of Maine on the 21st
day of November, 1997.

                                                 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 on the 21st day of November, 1997.

            Signatures                           Title
            ----------                           -----

(a) Principal Executive Officer

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

(b) Principal Financial and Accounting Officer

         /s/ Robert B. Campbell                  Treasurer
         ------------------------------
         Robert B. Campbell

(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*


<PAGE>

                                      SIGNATURES
                                           
On behalf of Core Trust (Delaware), being duly authorized, I have duly caused
this amendment to the Registration Statement of Forum Funds to be signed in the
City of Portland, State of Maine on the 21st day of Novemer, 1997.

                                                 CORE TRUST (DELAWARE)



                                                 By:  /s/ John Y. Keffer
                                                      -------------------------
                                                      John Y. Keffer, President

This amendment to the Registration Statement of Forum Funds has been signed
below by the following persons in the capacities indicated on the 21st day of
November, 1997.

            Signatures                           Title
            ----------                           -----

(a) Principal Executive Officer

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

(b) Principal Financial and Accounting Officer

    /s/ Richard C. Butt                          Treasurer
    -----------------------------------
        Richard C. Butt

(c) A majority of the Trustees

    /s/ John Y. Keffer                           Trustee
    -----------------------------------
        John Y. Keffer

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

    By: /s/ John Y. Keffer
       -----------------------------------
       John Y. Keffer
       Attorney in Fact*
<PAGE>


                                  INDEX TO EXHIBITS
                                           
    EXHIBIT
    
    5(n)      Form of Investment Advisory Agreement between Core Trust
              (Delaware) and Forum Investment Advisors, LLC

<PAGE>



                                CORE TRUST (DELAWARE)
                            INVESTMENT ADVISORY AGREEMENT
                                           

    AGREEMENT made the 2nd day of January, 1998 between Core Trust (Delaware)
(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 Forum Investment Advisors, LLC (the "Adviser"), a corporation
organized under the laws of State of Delaware with its principal place of
business at Two Portland Square, Portland, Maine 04101.

    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 interests (as defined in the Trust's Trust Instrument) in
separate series; and

    WHEREAS, the Trust desires that the Adviser perform investment advisory
services for the series listed in Appendix A hereto (each such series, together
with all other series subsequently established by the Trust and made subject to
this Agreement in accordance with Section 9, being herein referred to as a
"Portfolio," and collectively the "Portfolios"), and the Adviser is willing to
provide those services on the terms and conditions set forth in this Agreement;

    NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

    SECTION 1.  THE TRUST; DELIVERY OF DOCUMENTS

    The Trust is engaged in the business of investing and reinvesting its
assets in securities of the type and in accordance with the limitations
specified in its Trust Instrument and Registration Statement filed with the
Securities and Exchange Commission (the "Commission") under the Act, as may be
supplemented from time to time, all in such manner and to such extent as may
from time to time be authorized by the Trust's Board of Trustees (the "Board"). 
The Trust is currently authorized to issue eight series of interests and the
Board is authorized to issue interests in any number of additional series.  The
Trust has delivered to the Adviser copies of the Trust's Trust Instrument and
Registration Statement and will from time to time furnish the Adviser with any
amendments thereof.

    SECTION 2.  INVESTMENT ADVISER; APPOINTMENT

    The Trust hereby employs the Adviser, subject to the direction and
supervision of the Board, to manage the investment and reinvestment of the
assets in each Portfolio and, without limiting the generality of the foregoing,
to provide other services specified in Section 3 hereof.

    SECTION 3.  DUTIES OF THE ADVISER

    (a)  The Adviser shall make decisions with respect to all purchases and
sales of securities and other investment assets in each Portfolio.  To carry out
such decisions, the Adviser is hereby authorized, as agent and attorney-in-fact
for the Trust, for the account of, at the risk of and in the name of the Trust,
to place orders and issue instructions with respect to those transactions of the
Portfolios.  In all purchases, sales and other transactions in securities for
the Portfolios, 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 each Portfolio since the prior report, and will also keep the Board
informed of important developments affecting the Trust, the Portfolios 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
Portfolios' holdings, the industries in which they engage, or the economic,
social or political conditions prevailing in each country in which the
Portfolios' maintain investments.  The Adviser will also furnish 


                                          1
<PAGE>

the Board with such statistical and analytical information with respect to
securities in the Portfolios as the Adviser may believe appropriate or as the
Board reasonably may request.

    (c)  In making purchases and sales of securities for the Portfolios, the
Adviser will follow and comply with the policies set from time to time by the
Board as well as the limitations imposed by the Trust's Trust Instrument and
Registration Statement under the 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
Portfolios.

    (d)  The Adviser will from time to time employ or associate with such
persons as the Adviser believes to be particularly qualified 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 either monitor the performance of brokers, dealers
and other persons who introduce or execute purchases, sales and other
transactions of securities and other investment assets of the Portfolios or
select an introducing broker who shall, as part of its transaction charges,
monitor such performance.  Such persons may be affiliated with the Adviser, any
investment subadviser or other affiliates of the Trust to the extent permitted
by the Act.

    (f)  The Adviser shall maintain records relating to portfolio transactions
and the placing and allocation of brokerage orders as are required to be
maintained by the Trust under the Act.  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 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.

    SECTION 4.  DELEGATION OF THE ADVISER'S DUTIES

    The Adviser may carry out any of its obligations under this Agreement by
entering into a contract with a person(s) who (i) is registered as an investment
adviser pursuant to the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), or who is exempt from registration thereunder each SubAdviser;
or (ii) is under the control of, and is supervised by, the Adviser ("Controlled
Person") with respect to any investment advisory functions performed by such
Controlled Person.  The Adviser may not delegate any of its obligations under
this Agreement unless it has instituted appropriate procedures for the
supervision of the Controlled Person's activities.

    SECTION 5.  EXPENSES

    The Trust hereby confirms that the Trust shall be responsible and shall
assume the obligation for payment of all the Trust's expenses, including:
interest charges, taxes, brokerage fees and commissions; certain insurance
premiums; fees, interest charges and expenses of the Trust's custodian and
transfer agent; telecommunications expenses; auditing, legal and compliance
expenses; costs of the Trust's formation and maintaining its existence; costs of
preparing the Trust's registration statement, account application forms and
interestholder reports and delivering them to existing and prospective
interestholders; 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 interests in the Trust; costs of reproduction, stationery and
supplies; compensation of the Trust's trustees, officers and employees and the
costs of other personnel performing services for the Trust; costs of Trust
meetings; registration fees and related expenses for registration with the
Commission and the securities regulatory authorities of other countries in which
the Trust's interests are sold; state securities law registration fees and
related expenses; and fees and out-of-


                                          2
<PAGE>

pocket expenses payable to Forum Financial Services, Inc. under any placement
agent, management or similar agreement.

    SECTION 6.  STANDARD OF CARE

    (a)  The Adviser shall give the Trust the benefit of its best judgment and
efforts in rendering its services to the Trust and shall not be liable for error
of judgment or mistake of law, for any loss arising out of any investment, or in
any event whatsoever, provided that nothing herein shall be deemed to protect,
or purport to protect, the Adviser against any liability to the Trust or to the
security holders of the Trust to which it would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of its
duties hereunder, or by reason of reckless disregard of its obligations and
duties hereunder.  No provision of this Agreement shall be construed to protect
any Trustee or officer of the Trust, or the Adviser, from liability in violation
of Sections 17(h), 17(i) or 36(b) of the Act.

    (b)  The Adviser shall not be held responsible for any loss incurred by
reason of any act or omission of any dealer, broker or custodian; provided that
such loss in not the result of the Adviser's willful misfeasance, bad faith or
gross negligence in the performance of its duties hereunder, or the result of
the Adviser's reckless disregard of its obligations and duties hereunder.

    (c)  This Section shall survive the termination of this Agreement and shall
be binding upon the Trust's and the Adviser's successors and personal
representatives.

    SECTION 7.  COMPENSATION

    For the services provided by the Adviser pursuant to this Agreement, the
Trust shall pay the Adviser an advisory fee as set forth in Appendix B.

    SECTION 8.  EFFECTIVENESS, DURATION AND TERMINATION

    (a)  This Agreement shall become effective with respect to a Portfolio
immediately upon approval by a majority of the outstanding voting interests of
that Portfolio.

    (b)  This Agreement shall remain in effect with respect to a Portfolio for
a period of two years from the date of its effectiveness and shall continue in
effect for successive twelve-month periods (computed from each anniversary date
of the approval) with respect to the Portfolio; 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 interests of the Portfolio, 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 as to a Portfolio, the Adviser may continue to
render to that Portfolio the services described herein in the manner and to the
extent permitted by the Act and the rules and regulations thereunder.

    (c)  This Agreement may be terminated with respect to a Portfolio 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 Portfolio on 60 days'
written notice to the Adviser or (ii) by the Adviser on 60 days' written notice
to the Trust.  This agreement shall terminate upon assignment.

    SECTION 9.  ADDITIONAL PORTFOLIOS

    In the event that the Trust establishes one or more series of after the
effectiveness of this Agreement, such series shall become a Portfolio under this
Agreement.  Forum or the Trust may elect not to make any such series subject to
this Agreement.


                                          3
<PAGE>

    SECTION 10.  ACTIVITIES OF THE ADVISER

    (a)  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 or employees who may also be a
trustee, officer or employee of the Trust, or persons otherwise affiliated
persons of 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.

    (b)  The Adviser represents that it is currently registered, and will
during the entire period this Agreement is in effect be registered, as an
investment adviser under the Advisers Act.

    SECTION 11.  LIMITATION OF INTERESTHOLDER AND TRUSTEE LIABILITY

    The Trustees of the Trust and the interestholders of each Portfolio shall
not be liable for any obligations of the Trust or of the Portfolios 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 Portfolio 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
interestholders of the Portfolios.

    SECTION 12. NOTICE

    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:

         Two Portland Square
         Portland, Maine 04101
         Attention: Secretary

and if to the Adviser at:

         Two Portland Square
         Portland, Maine 04101
         Attention: Secretary

    SECTION 13.  MISCELLANEOUS

    (a)  No provisions of this Agreement 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 interests of the Portfolios thereby affected.  No amendment
to this Agreement or the termination of this Agreement with respect to a
Portfolio shall effect this Agreement as it pertains to any other Portfolio.

    (b)  If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.

    (c)  This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.

    (d)  Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.

    (e)  This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Delaware.


                                          4
<PAGE>

    (f)  The terms "vote of a majority of the outstanding voting interests,"
"interested person," "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the Act to the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment," respectively.

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.

                                     CORE TRUST (DELAWARE)


                                     -------------------------
                                     [             ]
                                       Trustee


                                     FORUM INVESTMENT ADVISORS, LLC


                                     -------------------------
                                     John Y. Keffer
                                       President


                                          5
<PAGE>

                                CORE TRUST (DELAWARE)
                            INVESTMENT ADVISORY AGREEMENT
                                           
                                           
                                      APPENDIX A
                               PORTFOLIOS OF THE TRUST
                                AS OF JANUARY 2, 1998
                                           

                                    Cash Portfolio
                              Government Cash Portfolio
                               Treasury Cash Portfolio
                                           


                                      APPENDIX B
                                     FEE SCHEDULE
                                           

                                    Cash Portfolio
                              Government Cash Portfolio
                               Treasury Cash Portfolio
                                           

    With respect to each of the Portfolios, the Trust shall pay the Adviser a
fee based upon the total average daily net assets of the Portfolios ("Total
Portfolio Assets").  The Trust shall pay the Adviser a total fee of 0.06% for
the first $200 million of Total Portfolio Assets, 0.04% of the next $300 million
of Total Portfolio Assets, and 0.03% of the remaining Total Portfolio Assets. 
Such fees shall be accrued by the Trust daily with respect to each Portfolio in
the proportion that Portfolio's average daily net assets bear to Total Portfolio
Assets and shall be payable monthly in arrears on the first day of each calendar
month.  Upon the termination of this Agreement, the Trust shall pay to the
Adviser such compensation as shall be payable prior to the effective date of
such termination.  The Adviser shall be paid a minimum annual fee of $50,000 for
its services to the Trust with respect to the Portfolios.  To the extent the
Adviser has delegated its responsibilities with respect to a Portfolio to a
SubAdviser, the Adviser shall be responsible for payment of compensation to the
SubAdviser.

    
                                          6


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