As filed with the Securities and Exchange Commission
on June 4, 1998
Securities Act File No. 333-49565
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /____/
Pre-Effective Amendment No. /____/
Post-Effective Amendment No. /___1__/
FORUM FUNDS
(Exact Name of Registrant as Specified in Charter)
Two Portland Square, Portland, Maine 04101
(Address of Principal Executive Offices) (Zip Code)
(207) 879-1900
(Registrant's Area Code and Telephone Number)
Leslie K. Klenk, Esq.
Forum Financial Services, Inc.
Two Portland Square
Portland, ME 04101
Copies of Communications to:
Anthony C.J. Nuland, Esq.
Seward & Kissel
1200 G Street, N.W.
Washington, D.C. 20005
Approximate Date of Proposed Public Offering:
As soon as practicable after this
Registration Statement becomes effective.
It is proposed that this filing will become immediately effective pursuant
to Rules 488and 461 under the Securities Act of 1933, OR AS SOON THEREAFTER AS
PRACTICABLE. No filing fee is required because the Registrant has previously
registered an indefinite number of its Shares under the Securities Act of 1933,
as amended, pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended.
<PAGE>
CROSS REFERENCE SHEET
Pursuant to Rule 481(a) Under the Securities Act of 1933
Item of Form N-14 Location in the Prospectus
PART A
1. Beginning of Registration
Statement and Outside Front
Cover Page of Prospectus Cross Reference Sheet and
Cover Page
2. Beginning and Outside Back
Cover Page of Prospectus Table of Contents
3. Fee Table, Synopsis Information,
and Risk Factors Synopsis; Risk Factors; Advisory
Fees and Other Expenses
4. Information About the
Transaction Synopsis; Risk Factors; The
Conversion; The Proposals;
Securities To Be Issued;
Advantages to Fund
Shareholders; Federal Income
Tax Consequences of the
Conversion; ERISA
Considerations; Comparison of
the Partnership to the Fund;
Capitalization; Expenses of
the Exchange; Initial
Approvals; Financial
Statements
5. Information About the
Registrant General Information About the
Partnership and the Fund;
Regulatory Matters
6. Information About the Company
Being Acquired Risk Factors; General
Information About the
Partnership and the Fund;
Comparison of the Partnership
to the Fund
7. Voting Information Voting Information
8. Interest of Certain Persons
and Experts Interest of Mr. Keffer
9. Additional Information Required for
Reoffering by Persons Deemed to be
Underwriters Not Applicable
<PAGE>
PART B
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. Additional Information About
the Registrant The Trust
13. Additional Information About
the Company Being Acquired Not Applicable
14. Financial Statements Financial Statements
PART C
15. Indemnification Item 15 - Indemnification
16. Exhibits Item 16 - Exhibits
17. Undertakings Item 17 - Undertakings
<PAGE>
PART A
The Proxy Statement/Prospectus for Forum Funds (the "Registrant") filed as Part
A to Pre-Effective Amendment No. 1 to the Registrant's Regsitration Statement on
Form N-14 (File No. 333-49565) is incorporated herein by reference. This Proxy
Statement/Prospectus relates to the proposed transfer of substantially all of
the assets of the Global Value Limited Partnership (the "Partnership") to
Polaris Global Value Fund (the "Fund"), a newly created series of the
Registrant.
<PAGE>
PART B
The Statement of Additional Information (the "SAI") for Forum Funds (the
"Registrant") filed as Part B to Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-14 (File No. 333-49565) is
incorporated herein by reference. This SAI supplements the Proxy
Statement/Prospectus relating to the proposed transfer of substantially all of
the assets of Global Value Limited Partnership (the "Partnership") to Polaris
Global Value Fund (the "Fund"), a newly created series of the Registrant.
<PAGE>
PART C
OTHER INFORMATION
Item 15 - 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
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"(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 eckless 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
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is reason to believe that such Covered Person will be found entitled to
indemnification under this Section 5.2.
"(e) Conditional advancing of indemnification moneys under this Section 5.2 for
actions based upon the 1940 Act may be made only on the following conditions:
(i) the advances must be limited to amounts used, or to be used, for the
preparation or presentation of a defense to the action, including costs
connected with the preparation of a settlement; (ii) advances may be made only
upon receipt of a written promise by, or on behalf of, the recipient to repay
that amount of the advance which exceeds that amount which it is ultimately
determined that he is entitled to receive from the Trust by reason of
indemnification; and (iii) (a) such promise must be secured by a surety bond,
other suitable insurance or an equivalent form of security which assures that
any repayments may be obtained by the Trust without delay or litigation, which
bond, insurance or other form of security must be provided by the recipient of
the advance, or (b) a majority of a quorum of the Trust's disinterested,
non-party Trustees, or an independent legal counsel in a written opinion, shall
determine, based upon a review of readily available facts, that the recipient of
the advance ultimately will be found entitled to indemnification.
"(f) In case any Holder or former Holder of any Series shall be held to be
personally liable solely by reason of the Holder or former Holder being or
having been a Holder of that Series and not because of the Holder or former
Holder acts or omissions or for some other reason, the Holder or former Holder
(or the Holder or former Holder's heirs, executors, administrators or other
legal representatives, or, in the case of a corporation or other entity, its
corporate or other general successor) shall be entitled out of the assets
belonging to the applicable Series to be held harmless from and indemnified
against all loss and expense arising from such liability. The Trust, on behalf
of the 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
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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
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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 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
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person by reason of any such untrue statement or omission on your part otherwise
to an 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
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the summons or other first legal process shall have been served. The
Company will be entitled to assume the defense of any suit brought to
enforce any such claim, and to retain counsel of good standing chosen
by the Company and approved by the Underwriter. In the event the
Company elects to assume the defense of any such suit and retain
counsel of good standing approved by the Underwriter, the defendants
in the suit shall bear the fees and expenses of any additional
counsel retained by any of them; but in case the Company does not
elect to assume the defense of the suit or in case the Underwriter
does not approve of counsel chosen by the Company, the Company will
reimburse the Underwriter or the controlling person or persons named
defendant or defendants in the suit for the fees and expenses of any
counsel retained by the Underwriter or such person. The
indemnification agreement contained in this Section 9 shall remain
operative and in full force and effect regardless of any
investigation made by or on behalf of the Underwriter or any
controlling person and shall survive the sale of the Fund's shares
made pursuant to subscriptions obtained by the Underwriter. This
agreement of indemnity will inure exclusively to the benefit of the
Underwriter, to the benefit of its successors and assigns, and to the
benefit of any controlling persons and their successors and assigns.
The Company agrees promptly to notify the Underwriter of the
Underwriter of the commencement of any litigation or proceeding
against the Company in connection with the issue and sale of any of
shares of the Fund. The failure to do so notify the Company of the
commencement of any such action shall not relieve the Company from
any liability which it may have to the person against whom the action
is brought by reason of any alleged untrue statement or omission
otherwise than on account of the indemnity agreement contained in
this Section 9."
In so far as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of 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
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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 16 - 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) Form of Agreement and Plan of Reorganization (filed as Exhibit B
to Part A of the Registration Statement of Registrant on Form N-14
via EDGAR on May 5, 1998, accession number 0000919574-98-000550)
(5)(a) Sections 2.04 and 2.06 of Registrant's Trust Instrument
provide as follows:
"SECTION 2.04 TRANSFER OF SHARES.
Except as otherwise provided by the Trustees, Shares shall be
transferable on the records of the Trust only by the record holder
thereof or by his agent thereunto duly authorized in writing, upon
delivery to the Trustees or the Trust's transfer agent of a duly
executed instrument of transfer and such evidence of the genuineness
of such execution and authorization and of such other matters as may
be required by the Trustees. Upon such delivery the transfer shall be
recorded on the register of the Trust. Until such record is made, the
Shareholder of record shall be deemed to be the holder of such Shares
for all purposes hereunder and neither the Trustees nor the Trust, nor
any transfer agent or registrar nor any officer, employee or agent of
the Trust shall be affected by any notice of the proposed transfer.
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"SECTION 2.06 ESTABLISHMENT OF SERIES.
The Trust created hereby shall consist of one or more Series and separate and
distinct records shall be maintained by the Trust for each Series and the assets
associated with any such Series shall be held and accounted for separately from
the assets of the Trust or any other Series. The Trustees shall have full power
and authority, in their sole discretion, and without obtaining any prior
authorization or vote of the Shareholders of any Series of the Trust, to
establish and designate and to change in any manner any such Series of Shares or
any classes of initial or additional Series and to fix such preferences, voting
powers, rights and privileges of such Series or classes thereof as the Trustees
may from time to time determine, to divide or combine the Shares or any Series
or classes thereof into a greater or lesser number, to classify or reclassify
any issued Shares or any Series or classes thereof into one or more Series or
classes of Shares, and to take such other action with respect to the Shares as
the Trustees may deem desirable. The establishment and designation of any Series
shall be effective upon the adoption of a resolution by a majority of the
Trustees setting forth such establishment and designation and the relative
rights and preferences of the Shares of such Series. A Series may issue any
number of Shares and need not issue shares. At any time that there are no Shares
outstanding of any particular Series previously established and designated, the
Trustees may by a majority vote abolish that Series and the establishment and
designation thereof.
"All references to Shares in this Trust Instrument shall be
deemed to be Shares of any or all Series, or classes thereof, as the
context may require. All provisions herein relating to the Trust shall
apply equally to each Series of the Trust, and each class thereof,
except as the context otherwise requires.
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"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."
(6) (a)* 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).
(b)* 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).
(c)* 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).
(d)* 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).
(e)* 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).
(f)* 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).
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(g)* Investment Advisory Agreement between 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).
(h)* Investment Advisory Agreement between 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).
(i)* Investment Advisory Agreement between Norwest Bank Minnesota,
N.A. and Core Trust (Delaware) relating to Index Portfolio (filed as
Exhibit (5)(a) to Amendment No. 5 to the Registration Statement of
Core Trust (Delaware), File No. 811-8858, via EDGAR on July 31, 1997,
accession number 0000912057-96- 021568).
(j)* 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,
accession number 0000898432- 96-000341).
(k)* Form of Investment Advisory Agreement between Core Trust
(Delaware) and Forum Investment Advisors, LLC relating to Treasury
Portfolio, Treasury Cash Portfolio, Cash Portfolio, Government Cash
Portfolio and Municipal Cash Portfolio (filed as Exhibit 5(n) to PEA
No. 52 via EDGAR on November 24, 1997, accession number
0001047469-97-005953).
(l)* Investment Advisory Agreement between Core Trust (Delaware) and
Schroder Capital Management International, Inc. relating to
International Portfolio (filed as Exhibit 5(b) to Amendment No. 5 to
the Registration Statement of Core Trust (Delaware), File No.
811-8858, via EDGAR on September 30, 1996, accession number
0000912057-96-021568).
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(m)* Investment Advisory Agreement between Registrant and Forum
Investment Advisors, LLC (filed as Exhibit 5(p) to PEA 56 via EDGAR on
December 31, 1997, accession number 0001004402-97-000281).
(n) Investment Advisory Agreement between Registrant and Polaris
Capital Management, Inc. (to be filed by Post-Effective Amendment ot
the Registrant's Registration Statement on Form N-1A).
(7) (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).
(8) None.
(9) (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).
(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).
(10) (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 they
Payson Value Fund and the Payson Balanced Fund (filed as Exhibit 8(c)
of PEA No. 20).
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(11) Opinion and consent of Seward & Kissel regarding legality of
securities (filed as Exhibit ll to the Registration Statement of
Registrant on Form N-l4 via EDGAR on April 7, l998, accession number
0000919574-98-000466).
(12) Opinion and consent of Dechert Price & Rhoads regarding tax
consequences (filed herewith).
(13) (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. 0001004402-97-000189).
(14) Consent of Coopers & Lybrand L.L.P. (filed as Exhibit 14 to the
Registration Statement of Registrant on Form N-14 via EDGAR on May 5,
1998, accession number 0000919574-98-000550)
(16) Powers of Attorney (filed as Exhibit ll to the Registration
Statement of Registrant on Form N-l4 via EDGAR on April 7, l998,
accession number 0000919574-98-000466).
(17) Form of consent letter of limited partners of Global Value
Limited Partnership (filed as Exhibit ll to the Registration
Statement of Registrant on Form N- l4 via EDGAR on April 7, l998,
accession number 0000919574-98-000466).
Item 17 - Undertakings
(1) The undersigned registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is a part of this registration statement by any
person or party who is deemed to be an underwriter within the
C-13
<PAGE>
meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering
prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
(2) The undersigned registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a part of an amendment to the registration
statement and will not be used until the amendment is effective, and that, in
determining any liability under the Securities Act, each post- effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
(3) The undersigned registrant agrees to file a copy of the tax opinion required
to be filed as an exhibit to the registration statement by Item 16(12) of Form
N-14 under the Securities Act of 1933, as amended, by means of a post-effective
amendment to the registration statement.
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<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been
signed on behalf of the Registrant in the city of Portland and State of Maine,
on the 1th day of June, 1998.
FORUM FUNDS
By: /s/ John Y. Keffer
----------------------------
John Y. Keffer
President
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated:
Signature TITLE DATE
1) Principal Executive Officer
/s/ John Y.Keffer Chairman June 1, 1998
- - -------------------- and President
John Y. Keffer
2) Principal Financial
and Accounting Officer
/s/ Stacey Hong Acting Treasurer June 1, 1998
- - --------------------
Stacey Hong
3) Trustees
John Y. Keffer
Costas Azariadis
James C. Cheng
J. Michael Parish
/s/ John Y. Keffer June 1, 1998
- - ---------------------
By: John Y. Keffer
(Attorney-in-fact)
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
(12) Form of opinion of Dechert, Price & Rhoads as to ta
consequences of the Agreement and Plan of Reorganization.
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<PAGE>
Exhibit 12
FORM OF TAX OPINION AND CONSENT
June 1, 1998
Global Value Limited Partnership
c/o Polaris Capital Management, Inc., General Partner
125 Summer Street
Boston, MA 02110
Forum Funds
on behalf of
Polaris Global Value Fund
Two Portland Square
Portland, ME 04101
Gentlemen:
You have requested our opinion regarding certain federal income tax consequences
to Global Value Limited Partnership ("Transferor") and to Polaris Global Value
Fund ("Fund"), a separate series of Forum Funds, in connection with the proposed
transfer pursuant to section 351 of the Internal Revenue Code of 1986, as
amended, (the "Code") of all of the assets of Transferor to Fund in exchange
solely for over 80 percent of the shares of beneficial interest of Fund
("Shares"), all pursuant to the Agreement and Plan of Reorganization (the
"Plan") dated as of May 22, 1998 (the Exchange).
For purposes of this opinion, we have examined and rely upon (1) the Plan, (2)
the Form N-14, filed by Forum Funds on May 5, 1998, with the Securities and
Exchange Commission, (3) the facts and representations contained in the letters
dated June 1, 1998, addressed to us from Transferor and Fund, and (4) such other
documents and instruments as we have deemed necessary or appropriate for
purposes of rendering this opinion.
This opinion is based upon the Code, United States Treasury regulations,
judicial decisions and administrative rulings and pronouncements of the Internal
Revenue Service, all as in effect on the date hereof. This opinion is
conditioned upon (a) the Exchange taking place in the manner described in the
Plan and the Form N-14 referred to above, and (b) the facts and representations
contained in the letters dated June 1, 1998,
<PAGE>
addressed to us from Transferor and Fund, being true and accurate as of the
closing date of the Exchange.
Based upon the foregoing, it is our opinion that:
(1) Transferor will recognize no gain or loss on the Exchange.
(2) Fund will recognize no gain or loss on the Exchange.
(3) Fund's basis in the assets received in the Exchange will equal
the basis of those assets in the hands of Transferor immediately
prior to the Exchange.
(4) Fund's holding period for the assets received in the Exchange
will include the holding period during which Transferor held the
assets.
We express no opinion as to the federal income tax consequences of the Exchange
except as expressly set forth above, or as to any transaction except those
consummated in accordance with the Plan and the representations made to us.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement on Form N-14 filed by Forum Funds with the Securities and
Exchange Commission and to the reference to our firm under the caption "Legal
Matters Relating to the Conversion" in the Proxy Statement/Prospectus included
in that Registration Statement.
Very truly yours,
/s/ Dechert Price & Rhodes
Dechert Price & Rhoads
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