(File Nos. 33-49570 and 811-6742)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(3)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c)or ss.240.14a-12
FORUM FUNDS
(Name of Registrant as Specified in its Charter)
BOARD OF TRUSTEES OF REGISTRANT
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11
1) Title of each class of securities to which transaction applies:
___________________________
2) Aggregate number of securities to which transaction applies:
___________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
_____________________________
5) Total fee paid:
_____________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
_________________________
2) Form, Schedule or Registration Statement No.:
_________________________
3) Filing Party:
_________________________
4) Date Filed:
_________________________
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F O R U M F U N D S
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Daily Assets Cash Fund
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 12, 1997
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Dear Shareholders:
Notice is hereby given that a Special Meeting of Shareholders of Daily Assets
Cash Fund (the "Fund"), a series of Forum Funds (the "Trust"), will be held at
the offices of Forum Financial Services, Inc., the Trust's manager and
distributor, at Two Portland Square, Portland, Maine 04101, on Friday, December
12, 1997 at 2:00 p.m. Eastern time, for the following purposes:
1. To authorize the Trust, on behalf of the Fund, to vote at a
meeting of Core Trust (Delaware) to approve a new Investment
Advisory Agreement between Core Trust (Delaware) and Forum
Investment Advisors, LLC; and
2. To transact such other business as may properly come before
the meeting.
The Proposal is discussed more fully in the attached Proxy Statement.
You are entitled to vote at the meeting and any adjournment thereof if you owned
shares of any of the Funds at the close of business on November 3, 1997. If you
do not expect to attend the meeting, please complete, date, sign and return the
enclosed proxy card(s) in the enclosed postage paid envelope.
By order of the Board of Trustees,
David I. Goldstein
Secretary
Portland, Maine
November 12, 1997
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YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. IN
ORDER TO AVOID THE UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD(S), DATE AND SIGN
IT, AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.
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F O R U M F U N D S
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Daily Assets Cash Fund
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 12, 1997
INTRODUCTORY MATTERS
This proxy statement is being furnished to the shareholders of Daily Assets Cash
Fund (the "Fund"), a series of Forum Funds (the "Trust"), a registered open-end
management investment company in connection with the solicitation on behalf of
the Board of Trustees' (the "Board") of proxies to be voted at a special meeting
of shareholders of the Fund to be held on December 12, 1997 or any
adjournment(s) thereof (the "Meeting"). This proxy statement will first be
mailed to shareholders on or about November 12, 1997.
The record date to determine shareholders eligible to vote at the meeting is
November 3, 1997. Shareholders of the Fund on the record date (hereafter
"Shareholders") will be entitled to one vote for each share held on that date.
One third of the shares of the Fund outstanding on the record date, represented
in person or by proxy, must be present to form a quorum for the transaction of
business at the Meeting. In the event that a quorum for the Fund is present at
the meeting but sufficient votes to approve the proposal are not received, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares of the Fund represented at the
Meeting in person or by proxy. If a quorum is present, the persons named as
proxies will vote those proxies that they are entitled to vote for the proposal
for such adjournment and will vote those proxies required to be voted against
the proposal against such adjournment. A shareholder vote may be taken on the
proposal in this proxy statement prior to adjournment if sufficient votes have
been received and it is otherwise appropriate.
The persons named as proxies on the enclosed proxy card(s) will vote in
accordance with your direction as indicated thereon if your proxy card is
received properly executed. If you give no voting instructions, your shares will
be voted in favor of the proposal described in this proxy statement. The proxy
card may be revoked by giving another proxy, by letter or telegram revoking your
proxy received by the Trust prior to the meeting, or by appearing and voting at
the meeting.
Abstentions and broker non-votes will be counted as shares present for
determining whether a quorum is present but will not be voted for or against any
adjournment. Abstentions and broker non-votes will also not be counted as votes
cast for the purpose of determining whether sufficient votes have been received
to approve the proposal. Accordingly, abstentions and broker non-votes
effectively will be a vote against adjournment or the proposal. Broker non-votes
are shares held by a broker or nominee as to which instructions have not been
received from the beneficial owners or persons entitled to vote and the broker
or nominee does not have discretionary voting power.
The solicitation of proxies, the cost of which will be borne by Forum Financial
Services, Inc. ("Forum"), the Trust's manager and distributor, will be made
primarily by mail but also may include telephone or oral communications by
regular employees of Forum or its affiliates. These persons will not receive any
compensation from the Trust for their solicitation efforts. The Trust will
furnish to each person to whom the Proxy Statement is delivered, a copy of the
Trust's latest annual report to shareholders upon request without charge.
Requests may be directed by phone to shareholder services at (800) 94 FORUM or
in writing, in care of the Trust, at Two Portland Square, Portland, Maine 04101.
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MASTER-FEEDER ARRANGEMENTS
Under a structure commonly referred to as "master-feeder," the Fund invests all
of its investable assets in Cash Portfolio (the "Portfolio"), a series of Core
Trust (Delaware) ("Core Trust"), itself a registered open-end management
investment company. The Portfolio invests directly in securities and the Fund
(as well as other investors in the Portfolio) acquires an indirect interest in
those securities. Under this structure, investment advisory services are
rendered to the Portfolio and not the Fund, but shareholders of the Fund are
afforded the same rights to vote on the investment advisory agreement of the
Portfolio as they would have if the Fund invested directly in portfolio
securities.
On behalf of the Fund as an interestholder in the Portfolio, at the meeting of
interestholders of the Portfolio the Board will vote the Fund's interest in the
same proportion as Shareholders cast their votes at the Meeting. For example, as
of November 3, the Fund owned [ ]% of the outstanding interests in the Portfolio
(Cash Fund, a separate series of Monarch Funds, a registered open-end management
investment company, owned the other [ ]% in the Portfolio). If, at the Meeting,
60% of the votes cast by the Fund Shareholders are for Proposal 1, the Board
will vote 60% of the Fund's interest in the Portfolio for the investment
advisory agreement amendment. There can be no assurance that a majority of the
Fund's shareholders will be able to determine the outcome of the vote by
interestholders of the Portfolio on the Proposal.
PROPOSAL 1 - APPROVAL OF INVESTMENT ADVISORY AGREEMENT
Linden Asset Management, Inc. ("Linden"), current investment adviser to the
Portfolio, plans to enter into a purchase and sale agreement (the "Purchase and
Sale Agreement") with Forum Advisors, Inc. ("Forum Advisors"), current
investment subadviser to the Portfolio, under which Forum Advisors will acquire
Linden (the "Acquisition"). Management of Forum Advisors anticipates that Forum
Advisors will reorganize into a limited liability company, Forum Investment
Advisors, LLC ("Forum Investment Advisors") prior to the closing of the
Acquisition, which is currently planned for January 2, 1998. The Acquisition
will result in the automatic termination of the current investment advisory
agreement between Linden and Core Trust (the "Current Advisory Agreement").
Accordingly, as a result of the anticipated termination of the Current Advisory
Agreement, the Board is proposing for shareholder approval a new investment
advisory agreement between Core Trust and Forum Investment Advisors with respect
to the Portfolio (the "New Advisory Agreement") that would become effective upon
termination of the Current Advisory Agreement. The Acquisition is contingent
upon approval of the New Advisory Agreement by the interestholders of the
Portfolio, Government Cash Portfolio and Treasury Cash Portfolio (each a
"Portfolio" and, collectively, the "Portfolios").
Approval of the New Advisory Agreement requires the affirmative vote of the
lesser of (i) more than 50% of the outstanding interests of the Portfolio or
(ii) 67% of the interests of the Portfolio present or represented at an
interestholders meeting at which the holders of more than 50% of the outstanding
interests of the Portfolio are present or represented. The Portfolio and, to the
best of the Trust's knowledge, the other investment company interestholder in
the Portfolio, will have a shareholders meeting on or about the same date as the
Meeting.
In addition, the current investment advisory agreement between Forum Advisors
and Core Trust, under which Forum Advisors provides investment advisory services
to the Portfolio at the request of Linden (the "Current Subadvisory Agreement"),
will also terminate automatically upon approval of the New Advisory Agreement.
CURRENT ADVISORY AGREEMENT
Under the Current Advisory Agreement, Linden, subject to the control of the
Board of Trustees of Core Trust (the "Core Board"), manages the Portfolio's
investments. In this regard, it is the responsibility of Linden to continuously
provide the Portfolio with investment management, including investment research,
advice and supervision, to determine which securities shall be purchased or sold
by the Portfolio, and to make purchases and sales of securities on behalf of the
Portfolio. The Portfolios are currently the only advisory accounts of Linden.
The Current Advisory Agreement was initially approved by the Core Board on
August 30, 1995. The Current Advisory Agreement was last submitted to
interestholders for approval on December 27, 1996 and the current Advisory
Agreement is dated January 1, 1997. The Current Advisory Agreement with respect
to the Portfolio
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continues in effect for successive twelve-month periods with respect to the
Portfolio; provided that the continuance is specifically approved at least
annually (i) by the Core Board or by vote of a majority of the outstanding
voting interests of the Portfolio, and in either case, (ii) by a majority of
Core Trust's trustees who are not parties to the Current Advisory Agreement or
interested persons of any such party (other than as trustees of Core Trust). If
the continuation of the Current Advisory Agreement is not approved as to the
Portfolios, Linden will continue to render services described in the Current
Advisory Agreement to the Portfolio and the other Portfolios. Continuance of the
Current Advisory Agreement in its present form was most recently approved by the
Core Board at a meeting held on September 22, 1997. The Current Advisory
Agreement is terminable without penalty (i) by the Core Board or by a vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to Linden or (ii) by Linden on 60 days' written notice to Core
Trust. The Current Advisory Agreement will automatically terminate in the event
of its assignment.
Prior to January 1, 1997, Linden received from the Portfolio an advisory fee for
its services based on the total assets of the Portfolio combined with the other
Portfolios (the "Total Portfolio Assets") as follows: 0.05% of the first $200
million of Total Portfolio Assets, 0.03% of the next $300 million of Total
Portfolio Assets, and 0.02% of the remaining Total Portfolio Assets. Since
January 1, 1997, Linden has received from the Portfolio an advisory fee for its
services based on Total Portfolio Assets 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. All
advisory fees are paid to Linden monthly. The advisory fees paid to Linden for
the Portfolio's fiscal year ended August 31, 1997 were $72,872.
TERMS OF LINDEN ACQUISITION
Linden is wholly owned by Anthony R. Fischer, Jr., its president and sole
director. Linden's and Mr. Fischer's principal business address is 812 North
Linden Drive, Beverly Hills, California 90210. Under the Purchase and Sale
Agreement, Forum Investment Advisors would pay to Mr. Fischer a purchase price
of $750,000 subject to adjustment for all of Linden's stock. Forum Investment
Advisors is controlled by John Y. Keffer, a trustee of the Trust. Under the
Purchase and Sale Agreement, Forum Investment Advisors intends to enter into an
agreement (the "Consulting Agreement") with a new company solely owned by Mr.
Fischer under which Mr. Fischer will be obligated to Forum Investment Advisors
to provide services to Forum Investment Advisors with respect to the Portfolio,
subject to the code of ethics, compliance structure and management policies of
Forum Investment Advisors, for a five year period following the Acquisition
closing date (currently scheduled for January 2, 1998) during which Forum
Investment Advisors serves as investment adviser to the Portfolio. Pursuant to
the Consulting Agreement, Mr. Fischer will receive $250,000 to establish the
consulting relationship and a monthly fee.
NEW INVESTMENT ADVISORY AGREEMENT
Under the proposed New Advisory Agreement, Forum Investment Advisors, subject to
the control of the Board of Trustees of Core Trust (the "Core Board"), will
manage the Portfolio's investments. In this regard, it will be the
responsibility of Forum Investment Advisors to continuously provide the
Portfolio with investment management, including investment research, advice and
supervision, to determine which securities shall be purchased or sold by the
Portfolio, and to make purchases and sales of securities on behalf of the
Portfolio. Forum Advisors currently advises (and it is anticipated that Forum
Investment Advisors will advise effective as of January 2, 1998) five other
mutual funds, including another money market fund. As described above, Mr.
Fischer will continue to provide portfolio management services to the Portfolio
under the proposed Consulting Agreement.
Like the Current Advisory Agreement, the New Advisory Agreement with respect to
the Portfolio will continue in effect for successive twelve-month periods with
respect to the Portfolio; provided that the continuance is specifically approved
at least annually (i) by the Core Board or by vote of a majority of the
outstanding voting interests of the Portfolio, and in either case, (ii) by a
majority of Core Trust's trustees who are not parties to the New Advisory
Agreement or interested persons of any such party (other than as trustees of
Core Trust). If the continuation of the New Advisory Agreement is not approved
as to the Portfolios, Forum Investment Advisors will continue to render services
described in the New Advisory Agreement to the Portfolio and the other
Portfolios. The New Advisory Agreement will be terminable without penalty (i) by
the Core Board or by a vote of a majority of the outstanding voting securities
of the Portfolio on 60 days' written notice to Forum Investment Advisors or (ii)
by
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Forum Investment Advisors on 60 days' written notice to Core Trust. The New
Advisory Agreement will automatically terminate in the event of its assignment.
Under the New Advisory Agreement, Forum Investment Advisors would receive from
the Portfolio an advisory fee equal to that under the Current Advisory
Agreement. No fee change is proposed in the New Advisory Agreement, a copy of
which is attached hereto as Exhibit B.
FORUM INVESTMENT ADVISORS AND ITS AFFILIATES
As described above, management of Forum Advisors anticipates that Forum Advisors
will reorganize into a Delaware limited liability company, Forum Investment
Advisors, prior to the closing of the Acquisition, which is currently planned
for January 2, 1998. It is also anticipated that Forum Investment Advisors,
Forum, Forum Administrative Services, LLC (the Trust's administrator), Forum
Financial Corp. (the Trust's transfer agent), as well as several other of their
affiliated entities, will become subsidiaries of Forum Financial Group, LLC
("Forum Financial Group"), a Maine limited liability company which will be owned
solely by John Y. Keffer, Chairman and President of the Trust. The principal
business address of Forum Investment Advisors as well as its affiliates
including its parent company, Forum Financial Group, will be Two Portland
Square, Portland, Maine 04101. At some future time, Forum Investment Advisors,
Forum, Forum Financial Corp., as well as several other of their affiliated
entities, may become subsidiaries of an intermediary company to be owned solely
by Forum Financial Group.
Forum or its affiliates serve as the principal underwriter of each Fund, the
manager of the Trust and administrator of the Portfolio. Forum and its
affiliates currently provide management, administration and distribution
services to registered investment companies and collective investment funds with
assets of approximately $[ ]. Forum Financial Corp. currently provides both fund
accounting and transfer agency services to over [ ] clients. As described above,
Forum Advisors currently provides portfolio management services to five mutual
funds including one money market fund.
John Y. Keffer, Chairman and President of the Trust and Mark D. Kaplan, Vice
President, Assistant Treasurer and Assistant Secretary are the only executive
officers of the Trust. Mr. Kaplan is a Managing Director of Forum. Mr. Keffer is
the president, director and owner of Forum, Forum Advisors and Forum Financial
Corp. Messrs. Keffer and Kaplan also serve other investment companies in
capacities similar to those they hold with the Trust. Their address is Two
Portland Square, Portland, Maine 04101. For a further description of the
services provided by and compensation paid to any of these persons, shareholders
should refer to the Fund's prospectus.
COMPARATIVE FEE TABLE
The following table shows, for the Fund's fiscal year ended August 31, 1997, the
operating expenses of the Fund and the pro forma operating expenses of the Fund
assuming the proposed New Advisory Agreement had been in effect throughout the
year. Because the Fund's management has voluntarily agreed to fee waivers
capping the Fund's expense ratio at the amount set forth on the "Total Operating
Expenses" line, the increase in advisory fees would have had no effect on the
Fund's total operating expenses. The purpose of the table and example that
follows is to assist investors in understanding the various costs and expenses
of investing in the Fund.
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)(1)
Actual Pro Forma
------ ---------
Management Fees(2) (after fee waivers) [ ]% [ ]%
Rule 12b-1 Fees None None
Other Expenses (after reimbursements) [ ]% [ ]%
------ --------
Total Operating Expenses [ ]% [ ]%
(1) All information is net of applicable waivers and reimbursements and
includes the Fund's pro rata portion of the expenses of the Portfolio.
Absent expense reimbursements and fee waivers, the actual and pro forma
expenses
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of the Fund would be: Management Fees; 0.19%(actual) and 0.19% (pro forma);
Other Expenses; 0.93%(actual) and 0.93% (pro forma); and Total Operating
Expenses, 1.12%(actual) and 1.12% (pro forma).
(2) Includes all advisory, management and administration fees.
EXAMPLE
The following illustrates the expenses an investor would pay on a $1,000
investment the Fund under the existing and proposed fees and the expenses stated
above, assuming a five percent annual return, reinvestment of all distributions
and redemption at the end of each time period:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Actual and Pro Forma
Daily Assets Cash Fund $[ ] $[ ] $[ ] $[ ]
THE FIVE PERCENT ANNUAL RETURN IS NOT PREDICTIVE OF AND DOES NOT REPRESENT THE
FUND'S PROJECTED RETURNS; RATHER IT IS REQUIRED BY GOVERNMENT REGULATION. THE
EXAMPLE SHOULD NOT BE CONSIDERED A PRESENTATION OF PAST OR FUTURE EXPENSES.
ACTUAL EXPENSES MAY VARY FROM YEAR TO YEAR AND MAY BE HIGHER OR LOWER THAN THOSE
SHOWN.
FACTORS CONSIDERED BY THE BOARDS OF TRUSTEES
At a meeting held on September 22, 1997, the Core Board considered various
matters in determining the reasonableness and fairness of the proposed New
Advisory Agreement with Forum Investment Advisors. At a meeting held September
22, 1997, and through additional information provided to the Board thereafter in
connection with the Board's execution of a unanimous consent, the Board reviewed
the same information in determining to submit this proposal to Shareholders.
In reaching their decisions, the Core Board and the Board (collectively, the
"Boards") examined and weighed certain factors, including:
* NATURE AND QUALITY OF SERVICES. The Boards considered the nature and
quality of services rendered and the results achieved by Linden in its
management of the Portfolio. The Boards also considered that Mr. Fischer
would continue to provide portfolio management services to the Portfolio
under the supervision of Forum Investment Advisors after the Acquisition.
Also considered were the various services Forum and its affiliates
currently provide to the Trust, including distribution, administration,
fund accounting and transfer agency services.
* ORGANIZATIONAL CAPABILITIES AND FINANCIAL CONDITION OF FORUM INVESTMENT
ADVISORS. The Boards considered the organizational capabilities as well as
the financial condition of Forum Investment Advisors relative to Linden.
* ADVISORY FEES AND EXPENSES. The Boards considered the current advisory fee
rate as well as the fact that there is no proposed advisory fee increase
and, therefore, no impact on the Portfolio's fee rates and annual expenses
(which include the advisory fee and all other operating expenses incurred
by the Portfolio). For information concerning the Portfolio's expense
ratios on both an existing and pro forma basis, see "Comparative Fee Table"
above.
* COMPARISONS WITH OTHER FUNDS. The Boards considered the advisory fees paid
by other funds with similar investment objectives. The Boards also compared
the proposed operating expense ratios of the Portfolio with the ratios of
those other investment companies.
* PORTFOLIO PERFORMANCE. The Boards considered the performance of the
Portfolio as compared to the performance of securities indices and
performance of other funds having comparable investment objectives and
policies. The Boards also took into account the historical investment
results of the Portfolio.
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After full consideration of the matter, the Core Board and the Board recommended
that the New Advisory Agreement be approved and that it be submitted to all
interestholders of the Portfolio, including the Fund.
If approved by the interestholders of the Portfolios, the proposed New Advisory
Agreement will become effective on January 2, 1998, and the New Advisory
Agreement will continue from year to year thereafter if approved in the same
manner as the Current Advisory Agreement. If the New Advisory Agreement is not
approved by interestholders of the Portfolios for which Linden currently serves
as investment adviser, the Current Advisory Agreement will continue in effect in
its present form.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
PROPOSAL ONE
OTHER BUSINESS
Management knows of no other business to be presented at the Meeting. If any
additional matters should be properly presented, it is intended that the
enclosed proxy will be voted on such matters in accordance with the judgment of
the persons designated in the proxy.
ADDITIONAL INFORMATION
CERTAIN INFORMATION CONCERNING SHARE OWNERSHIP
As of November 3 (the record date), there were [ ] shares of the Fund
outstanding. Also as of November 3, the Trust believed the following persons
beneficially owned five percent or more of the total outstanding shares of the
Fund. Management is not aware of any other person who owns beneficially five
percent or more of the shares of the Fund.
Number of Percent of
Shares Fund Shares
------ -----------
DAILY ASSETS CASH FUND
As of November 3, the Trustees and officers of the Trust, in the aggregate,
owned less than one percent of the shares of the Fund. As of November 3, the
following Trustees owned shares of the Fund: Also as of November [ ], no officer
of the Trust owned any Fund shares.
SUBMISSION OF SHAREHOLDER PROPOSALS
Following the Meeting, it is anticipated that neither the Trust nor the Fund
will hold any shareholder meetings except as required by Federal or Delaware
state law. Shareholders wishing to submit proposals, including proposals to
nominate persons for election as trustees, for inclusion in a proxy statement
for a subsequent shareholder meeting should send proposals to the Secretary of
the Trust, David I. Goldstein, in care of Forum Administrative Services, LLC.
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Banks, broker-dealers and voting trustees and their nominees should advise the
Secretary of the Trust, David I. Goldstein, in care of Forum Administrative
Services, LLC, whether, with respect to shares of record held by them, other
persons are beneficial owners of shares for which proxies are being solicited
and if so, the number of copies of the Proxy Statement needed in order to supply
copies to the beneficial owners of the shares.
YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY
November 12, 1997 By order of the Board of Trustees,
David I. Goldstein
Secretary
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