FORUM FUNDS, 485BPOS, 2000-12-29

FORUM FUNDS
485BPOS, 2000-12-29

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As filed with the Securities and Exchange Commission on December 29, 2000

File Nos. 2-67052 and 811-3023

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

Post-Effective Amendment No. 86

AND

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

Amendment No. 88

FORUM FUNDS
(Formerly "Forum Funds, Inc.")

Two Portland Square
Portland, Maine 04101
(207) 879-1900

Leslie K. Klenk, Esq.
Forum Fund Services, LLC
Two Portland Square
Portland, Maine 04101

Copies to:

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

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It is proposed that this filing become effective:

immediately upon filing pursuant to Rule 485, paragraph (b)
X on December 31, 2000 pursuant to Rule 485, paragraph (b)
60 days after filing pursuant to Rule 485, paragraph (a)(1)
on _________________ pursuant to Rule 485, paragraph (a)(1)
75 days after filing pursuant to Rule 485, paragraph (a)(2)
on ________________pursuant to Rule 485, paragraph (a)(2)
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Title of Securities Being Registered: Institutional Shares, Institutional
Service Shares and Investor Shares of Daily Assets Treasury Obligations Fund,
Daily Assets Government Fund, Daily Assets Government Obligations Fund, Daily
Assets Municipal Fund and Daily Assets Cash Fund. Each Fund is structured as a
Master-Feeder Fund. This amendment to the Trust's registration statement is also
executed by Core Trust (Delaware).

<PAGE>

FORUM
FUNDS

FIVE MONEY MARKET FUNDS THAT SEEK TO PROVIDE HIGH CURRENT
INCOME TO THE EXTENT CONSISTENT WITH THE PRESERVATION OF
CAPITAL AND THE MAINTENANCE OF LIQUIDITY. IN ADDITION, DAILY
ASSETS MUNICIPAL FUND SEEKS TO PROVIDE HIGH CURRENT INCOME
THAT IS EXEMPT FROM FEDERAL INCOME TAX.

The Securities and Exchange Commission has not approved or
disapproved the Funds' shares or determined whether this
Prospectus is accurate or complete. Any representation to
the contrary is a criminal offense.

PROSPECTUS

INSTITUTIONAL SHARES

JANUARY 1, 2001

DAILY ASSETS TREASURY OBLIGATIONS FUND

DAILY ASSETS GOVERNMENT FUND

DAILY ASSETS GOVERNMENT OBLIGATIONS FUND

DAILY ASSETS CASH FUND

DAILY ASSETS MUNICIPAL FUND

<PAGE>

FORUM FUNDS
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TABLE OF CONTENTS
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SUMMARY 2

PERFORMANCE 4

FEE TABLES 5

MANAGEMENT 6

YOUR ACCOUNT 7

How To Contact the Funds 7

General Information 7

Buying Shares 8

Selling Shares 9

Exchange Privileges 10

OTHER INFORMATION 11

FINANCIAL HIGHLIGHTS 12

<PAGE>

FORUM FUNDS
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SUMMARY
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CONCEPTS TO UNDERSTAND

MONEY MARKET SECURITY means
a high credit quality,
short-term, U.S. dollar

denominated debt security.

TREASURY SECURITY means a
security that is issued or
guaranteed by
the U.S. Treasury.

GOVERNMENT SECURITY means a
security that is issued or
guaranteed by the U.S.
Government, its agencies or
instrumentalities.

REPURCHASE AGREEMENT means
a transaction in which
securities are purchased
and simultaneously
committed to be resold to
another party at an
agreed-upon date and at a
price reflecting a market
rate of interest.

MUNICIPAL SECURITY means a
security the interest on
which is exempt from Federal
income tax.

This Prospectus offers Institutional Shares of five money market funds - Daily
Assets Treasury Obligations Fund, Daily Assets Government Fund, Daily Assets
Government Obligations Fund, Daily Assets Cash Fund and Daily Assets Municipal
Fund (each a "Fund"). Institutional Shares are designed for institutional
investors.

INVESTMENT OBJECTIVES

The investment objective of each Fund, except Daily Assets Municipal 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 Municipal Fund is to provide high current income that is exempt from
Federal income taxes to the extent consistent with the preservation of capital
and the maintenance of liquidity.

PRINCIPAL INVESTMENT STRATEGIES

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

Each Fund invests substantially all of its assets in another mutual fund (each a
"Portfolio," and collectively, the "Portfolios"), which has the same investment
objective and substantially similar investment policies. Each Portfolio in which
a Fund invests and its primary investments are:

<TABLE>

FUND/PORTFOLIO PRIMARY INVESTMENTS
<S> <C>
Daily Assets Treasury Obligations Treasury Securities and Repurchase Agreements backed by
Fund/Treasury Cash Portfolio Treasury Securities
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Daily Assets Government Government Securities that generally are exempt from
Fund/Government Portfolio state and local income taxes
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Daily Assets Government Obligations Government Securities and Repurchase Agreements backed
Fund/Government Cash Portfolio by Government Securities
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Daily Assets Cash Fund/Cash Portfolio A broad spectrum of Money Market Securities including:
o securities issued by financial institutions,
such as certificates of deposit, bankers'
acceptances and time deposits
o securities issued by domestic companies, such
as commercial paper
o Government Securities
o Repurchase Agreements
-----------------------------------------------------------------------------------------------
Daily Assets Municipal Municipal Securities
Fund/Municipal Cash Portfolio
</TABLE>

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

2
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FORUM FUNDS
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Daily Assets Municipal Fund has substantial exposure to Municipal Securities
that are supported by various types of third-party credit and liquidity
enhancements. These investments are often comprised of long-term Municipal
Securities structured to allow the owner the option to sell the security back to
the issuer at par or a modest premium. Many of these investments have interest
rates that are reset periodically. The Adviser reviews and considers these
factors in its investment decisions and will only purchase a Municipal Security
if it believes that third-party credit and liquidity supporters possess minimal
credit risk. Up to 20% of the Fund's total assets may be invested in securities
the interest from which is not exempt from Federal income tax.

The Adviser may sell a Money Market Security if:

o Revised economic forecasts or interest rate outlook requires a
repositioning of a Portfolio
o The security subsequently fails to meet the Adviser's investment
criteria
o Funds are needed for another purpose

PRINCIPAL RISKS OF INVESTING IN A FUND

An investment in a Fund is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although each Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in a Fund. There is
no assurance that any Fund will achieve its investment objective. An investment
in a Fund is not by itself a complete or balanced investment program. The
principal risks of investing in a Fund are:

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

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

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

LOCAL ECONOMIC/POLITICAL RISK Changes in state or regional economies or politics
can adversely affect the value of the Municipal Securities issued in that
location. Up to 35% of Daily Assets Municipal Fund's assets maybe exposed to
Municipal Securities whose issuers are located in one state or territory.

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

3
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FORUM FUNDS
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PERFORMANCE
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The following charts and tables provide some indication of the risks of
investing in a Fund's Institutional Shares by showing changes in performance and
investment returns from year to year. PERFORMANCE INFORMATION PRESENTED HERE
REPRESENTS ONLY PAST PERFORMANCE AND DOES NOT NECESSARILY INDICATE FUTURE
RESULTS.

The following charts show the annual total return for the only full calendar
year that the Funds' Institutional Shares have operated.

YEAR ENDED 12/31 1999
[EDGAR Representation of Bar Chart]
DAILY ASSETS TREASURY OBLIGATIONS FUND

4.76%
Best Quarter: 1.28% (quarter ended 12/31/99)

Worst Quarter: 1.08% (quarter ended 3/31/99)

The calendar year-to-date total return as of September 30, 2000 was 4.52%.

DAILY ASSETS GOVERNMENT FUND
5.07%
Best Quarter: 1.36% (quarter ended 12/31/99)

Worst Quarter: 1.17% (quarter ended 3/31/99)

The calendar year-to-date total return as of September 30, 2000 was 4.61%.

DAILY ASSETS GOVERNMENT OBLIGATIONS FUND
5.05%
Best Quarter: 1.35% (quarter ended 12/31/99)

Worst Quarter: 1.17% (quarter ended 6/30/99)

The calendar year-to-date total return as of September 30, 2000 was 4.65%.

DAILY ASSETS CASH FUND
5.15%
Best Quarter: 1.40% (quarter ended 12/31/99)

Worst Quarter:1.19% (quarter ended 6/30/99)

The calendar year-to-date total return as of September 30, 2000 was 4.69%.

DAILY ASSETS MUNICIPAL FUND
3.29%
Best Quarter: 0.91% (quarter ended 12/31/99)

Worst Quarter:0.72% (quarter ended 3/31/99)

The calendar year-to-date total return as of September 30, 2000 was 3.06%.

The following table lists the Institutional Shares' average annual total return
as of December 31, 1999.

1 YEAR SINCE INCEPTION INCEPTION DATE

DAILY ASSETS TREASURY OBLIGATIONS FUND 4.76% 5.04% 1/22/98
DAILY ASSETS GOVERNMENT FUND 5.07% 5.10% 7/1/98
DAILY ASSETS GOVERNMENT OBLIGATIONS FUND 5.05% 5.25% 1/30/98
DAILY ASSETS CASH FUND 5.15% 5.31% 3/13/98
DAILY ASSETS MUNICIPAL FUND 3.29% 3.26% 6/25/98

4
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FORUM FUNDS
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ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>

-------------------------------------------------------------------------------------------------------------------------------
DAILY ASSETS DAILY DAILY ASSETS DAILY DAILY
TREASURY ASSETS GOVERNMENT ASSETS ASSETS
OBLIGATIONS GOVERNMENT OBLIGATIONS CASH MUNICIPAL FUND
FUND FUND FUND FUND

Management Fees (1) 0.13% 0.15% 0.13% 0.13% 0.15%
Distribution (Rule 12b-1) Fees None None None None None
Other Expenses 0.20% 0.50% 0.24% 0.21% 0.73%
TOTAL ANNUAL FUND OPERATING EXPENSES (2) 0.33% 0.65% 0.37% 0.34% 0.88%
Fee Waivers and Expense Reimbursements (3) 0.13% 0.45% 0.17% 0.14% 0.73%
NET EXPENSES 0.20% 0.20% 0.20% 0.20% 0.15%
</TABLE>

(1) INCLUDES ALL INVESTMENT ADVISORY AND ADMINISTRATION FEES.
(2) BASED ON AMOUNTS INCURRED DURING EACH FUND'S LAST FISCAL YEAR ENDED AUGUST
31, 2000 STATED AS A PERCENTAGE OF ASSETS PRIOR TO FEE WAIVERS AND EXPENSE
REIMBURSEMENTS. EACH FUND'S EXPENSES INCLUDE ITS PRO-RATA SHARE OF THE
EXPENSES OF ITS CORRESPONDING PORTFOLIO.
(3) BASED ON CERTAIN CONTRACTUAL FEE WAIVERS AND EXPENSE REIMBURSEMENTS
CURRENTLY IN EFFECT THAT MAY DECREASE AFTER DECEMBER 31, 2001.

EXAMPLE

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

<TABLE>
<S> <C> <C> <C> <C> <C>
DAILY ASSETS DAILY DAILY ASSETS DAILY ASSETS DAILY ASSETS
TREASURY ASSETS GOVERNMENT GOVERNMENT CASH MUNICIPAL
OBLIGATIONS FUND FUND OBLIGATIONS FUND FUND FUND

1 year $20 $20 $20 $20 $15
3 years $128 $173 $137 $131 $281
5 years $208 $328 $226 $212 $488
10 years $440 $777 $486 $451 $1,084

</TABLE>

5
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FORUM FUNDS
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MANAGEMENT
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Each Fund is a series of Forum Funds (the "Trust"), an open-end, management
investment company. The business of the Trust and of each Fund is managed under
the direction of the Board of Trustees (the "Board"). The Board formulates the
general policies of each Fund and meets periodically to review each Fund's
performance, monitor investment activities and practices and discuss other
matters affecting each Fund. Additional information about the Board and the
Trust's executive officers is in the Statement of Additional Information (the
"SAI").

THE ADVISER

Each Portfolio's investment adviser is Forum Investment Advisors, LLC, Two
Portland Square, Portland, Maine 04101. The Adviser is a privately owned company
controlled by John Y. Keffer. The Adviser makes investment decisions for each
Portfolio. In addition to the Portfolios, the Adviser manages two taxable and
three tax-free bond funds

During the Funds' last fiscal year, the aggregate advisory fees paid to the
Adviser from each Portfolio, as a percentage of average net assets, were:

PORTFOLIO TREASURY CASH GOVERNMENT GOVERNMENT CASH CASH MUNICIPAL CASH
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
ADVISORY FEE 0.03% 0.05% 0.03% 0.03% 0.05%
</TABLE>

Each Fund pays its pro-rata share of its corresponding Portfolio's advisory fee,
which is based on the percentage of the Portfolio's net assets held by the Fund.

OTHER SERVICE PROVIDERS

The Forum Financial Group ("Forum") of companies provides various services to
each Fund. As of October 31, 2000, Forum provided administration and
distribution services to investment companies and collective investment funds
with assets of approximately $123 billion.

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

FUND EXPENSES

Each Fund pays for its own expenses and bears its pro-rata share of expenses of
the Portfolio in which the Fund invests. Expenses of Institutional Shares
include the shares' own expenses as well as Trust expenses that are allocated
among each Fund, their classes of shares and all other funds of the Trust. The
Adviser and other service providers may waive all or any portion of their fees
and reimburse certain expenses of a Fund. Any fee waiver or expense
reimbursement increases investment performance of a Fund and its applicable
share classes for the period during which the waiver or reimbursement is in
effect.

Certain service providers of each Fund have undertaken to waive a portion of
their fees and reimburse expenses in order to limit total operating expenses
(excluding taxes, interest, portfolio transaction expenses and extraordinary
expenses) of the Institutional Shares of each Fund to 0.00% of the average daily
net assets of the Institutional Shares of Daily Assets Municipal Fund and 0.20%
of the Institutional Shares of each other Fund.

6
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FORUM FUNDS
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YOUR ACCOUNT
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HOW TO CONTACT THE FUNDS

WRITE TO US AT: ACH OR WIRE INVESTMENTS TO:
Forum Shareholder Services, LLC Bankers Trust Company
Attn: (Fund Name - Institutional Shares) New York, New York
P.O. Box 446 ABA #021001033
Portland, Maine 04112 FOR CREDIT TO:

Forum Shareholder Services, LLC

TELEPHONE US AT: Account # 01-465-547
(800) 94FORUM or Re: (Fund Name) - Institutional
Shares
(800) 943-6786 (Toll Free) (Your Name)
(207) 879-0001 (Your Account Number)

GENERAL INFORMATION

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

Shares become entitled to receive distributions on the day of purchase if the
order and payment are received in proper form by the Transfer Agent as follows:

<TABLE>
<S> <C> <C>
ORDER MUST BE PAYMENT MUST BE
RECEIVED BY RECEIVED BY

DAILY ASSETS GOVERNMENT FUND 12:00 P.M., Eastern time 4:00 P.M., Eastern time
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DAILY ASSETS TREASURY OBLIGATIONS FUND 2:00 P.M., Eastern time 4:00 P.M., Eastern time
DAILY ASSETS GOVERNMENT OBLIGATIONS FUND
DAILY ASSETS CASH FUND
DAILY ASSETS MUNICIPAL FUND
</TABLE>

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

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

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

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

TRANSACTIONS THROUGH THIRD PARTIES If you invest through a broker or other
financial institution, the policies and fees charged by that institution may be
different than those of a Fund. Financial institutions may charge transaction
fees and may set different minimum investments or limitations on buying or
selling shares. These institutions also may provide you with certain shareholder
services such as periodic account statements and trade confirmations. Consult a
representative of your financial institution for more information.

7
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FORUM FUNDS
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BUYING SHARES

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

CHECKS Make checks payable to "Forum Funds". No other method of check
payment is acceptable.

AUTOMATED CLEARING HOUSE ("ACH") Instruct your financial institution
to transfer funds through the "Automated Clearing House" system.

WIRES Instruct your financial institution to make a Federal Funds wire
payment to us.

Your financial institution may charge you a fee for ACH or wire services.

MINIMUM INVESTMENTS Each Fund accepts payments in the following minimum amounts
for Institutional Shares:

MINIMUM INITIAL MINIMUM ADDITIONAL
INVESTMENT INVESTMENT
Standard Accounts $1,000,000 $250

ACCOUNT REQUIREMENTS
<TABLE>
<S> <C>
TYPE OF ACCOUNT REQUIREMENT

INVESTMENT PROCEDURES

HOW TO OPEN AN ACCOUNT HOW TO ADD TO YOUR ACCOUNT
BY CHECK BY CHECK
o Call or write us for an account application (and o Fill out an investment slip from a
Corporate/Organization Resolution form, if applicable) confirmation or write us a letter
o Complete the application (and resolution form) o Write your account number on your check
o Mail us your application (and resolution form) o Mail us the slip (or your letter) and the check
and a check
BY WIRE BY WIRE
o Call or write us for an account application (and o Call to notify us of your incoming wire
Corporate/Organization Resolution form, if applicable) o Instruct your bank to wire your money to us
o Complete the application (and resolution form)
o Call us to fax the completed application (and
resolution form) and we will assign you an account
number
o Mail us your original application (and resolution
form)
o Instruct your financial institution to wire your money
to us
BY ACH PAYMENT
o Call or write us for an account application (and
Corporate/Organization Resolution form, if applicable)
o Complete the application (and resolution form)
o Call us to fax the completed application (and
resolution form) and we will assign you an account
number
o Mail us your original application (and resolution
form)
o Instruct your financial institution to send an ACH payment
to us
</TABLE>

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FORUM FUNDS
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LIMITATIONS ON PURCHASES Each Fund reserves the right to refuse any purchase
(including exchange) request, particularly requests that could adversely affect
a Fund or its operations.

CANCELED OR FAILED PAYMENTS Each Fund accepts checks and ACH payments at full
value subject to collection. If a Fund does not receive your payment for shares
or you pay with a check or by ACH that does not clear, your purchase will be
canceled. You will be responsible for any losses or expenses incurred by a Fund,
the Transfer Agent or distributor and the Fund may redeem shares you own in the
account (or another identically registered account that you maintain with the
Transfer Agent) as reimbursement.

SELLING SHARES

Generally, a Fund will send redemption proceeds to you immediately after
receiving your redemption request in proper form. Shares are not entitled to
receive distributions declared on or after the day in which a redemption order
is accepted by the Transfer Agent.

HOW TO SELL SHARES FROM YOUR ACCOUNT

BY MAIL
o Prepare a written request including:
o Your name(s) and signature(s)
o Your account number
o [Fund name] - Institutional Shares
o The dollar amount or number of shares you want to sell
o How and where to send the redemption proceeds
o Obtain a signature guarantee (if required)
o Obtain other documentation (if required)
o Mail us your request and documentation
BY WIRE
o Wire redemptions are only available if your redemption is for $5,000 or
more and you did not decline wire redemptions on your account application
o Call us with your request (unless you declined telephone redemption
privileges on your account application) (See "By Telephone") OR
o Mail us your request (See "By Mail")
BY TELEPHONE
o Call us with your request (unless you declined telephone redemption
privileges on your account application)
o Provide the following information:
o Your account number
o Exact name(s) in which the account is registered
o Additional form of identification
o Redemption proceeds will be:
o Mailed to you OR
o Wired to you (unless you declined wire redemption privileges
on your account application) (See "By Wire")

WIRE REDEMPTION PRIVILEGES You may redeem your shares by wire unless you
declined wire redemption privileges on your account application. The minimum
amount that may be redeemed by wire is $5,000. If the Transfer Agent receives
your wire redemption order after 12:00 P.M., Eastern time (or other time as may
be determined) for Daily Assets Government Fund or after 2:00 P.M., Eastern time
(or other time as may be determined) for each other Fund, the Transfer Agent
will wire proceeds to you on the next Fund business day.

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

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

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

SMALL ACCOUNTS If the value of your account falls below $100,000, a Fund may ask
you to increase your balance. If the account value is still below $100,000 after
60 days, a Fund may close your account and send you the proceeds.

REDEMPTIONS IN KIND Each Fund reserves the right to pay redemption proceeds in
portfolio securities rather than cash.

EXCHANGE PRIVILEGES

You may exchange your Institutional Shares of a Fund for Institutional Shares of
another Fund.

REQUIREMENTS You may exchange only between identically registered accounts
(name(s), address and taxpayer ID number). New accounts opened through an
exchange will be assigned the same shareholder privileges as the initial
account. You may exchange your shares by mail or by telephone, unless you
declined telephone redemption privileges on your account application. You may be
responsible for any fraudulent telephone order as long as the Transfer Agent
takes reasonable measures to verify the order.

HOW TO EXCHANGE

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

10
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OTHER INFORMATION
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ADDITIONAL INVESTMENT POLICIES

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

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

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

CORE AND GATEWAY(R)

Each Fund is a "gateway" fund in a "Core and Gateway" structure. Each Fund
invests substantially all of its assets in a corresponding Portfolio, each of
which is a series of Core Trust (Delaware) ("Core Trust"). A Fund may withdraw
its entire investment from a Portfolio at any time that the Board decides it is
in the Fund's best interest to do so.

The Board of Trustees of Core Trust formulates the general policies of each
Portfolio and meets periodically to review each Portfolio's performance, monitor
investment activities and practices and discuss other matters affecting each
Portfolio. Additional information about the Core Trust board and executive
officers is in the SAI.

CLASSES OF SHARES

In addition to Institutional Shares, each Fund also offers Investor Shares and
Institutional Service Shares. Investor Shares are designed for retail investors
and Institutional Service Shares are sold to banks, trust companies and certain
other financial institutions for their own and their customer accounts. You may
obtain prospectuses describing these classes of shares by contacting the
Transfer Agent. Each class has different fees and investment minimums.

DISTRIBUTIONS

Each Fund declares distributions from its net investment income daily and pays
these distributions monthly. In addition, each Fund pays capital gain
distributions, if any, at least annually.

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

TAXES

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

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

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

DAILY ASSETS MUNICIPAL FUND It is anticipated that substantially all of the
Fund's net income will be "tax-exempt interest income." Generally, you are not
subject to Federal income tax on these distributions. Distributions of other
investment income and short-term capital gain are taxable to you as ordinary
income. It is anticipated that substantially all of the Fund's net income will
be exempt from Federal income tax. All distributions may be subject to certain
state and local taxes.

If you are a "substantial user" or a "related person" of a substantial user of
facilities financed by "private activity" securities held by the Fund, you may
have to pay Federal income tax on your pro-rata share of the net income
generated from these securities. Distributions of interest income on certain
private activity bonds are an item of tax preference for purposes of individual
and corporate Federal alternative minimum tax.

11
<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The following table is intended to help you understand the performance of
Institutional Shares of each Fund. Total return in the table represents the rate
an investor would have earned on an investment in a Fund's Institutional Shares
(assuming the reinvestment of all distributions). Prior to the operation of
Institutional Shares, Daily Assets Government Fund and Daily Assets Cash Fund
offered Institutional Service Shares. Performance information for this class is
also included in the following table. This information has been audited by KPMG
LLP. Each Fund's financial statements and independent auditors' report are
included in the Annual Report dated August 31, 2000, which is available upon
request, without charge.

<TABLE>

SELECTED DATA FOR A SINGLE SHARE RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------- -----------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Ratios to
Beginning Distributions Distributions Ending Assets at Average Net Assets
Net Asset Net From Net From Net Net End of -----------------------------
Value Per Investment Investment Realized Asset Total Period Net
Share Income Income Gain Value Return (000's Net Investment Gross
per Omitted) Expenses Income Expenses(a)
Share
DAILY ASSETS TREASURY
OBLIGATIONS FUND

Year Ended August 31, 2000 $1.00 0.06 (0.06) - $1.00 5.74% $108,372 0.20% 5.65% 0.33%
Year Ended August 31, 1999 1.00 0.05 (0.05) -(d) 1.00 4.67% 86,295 0.20% 4.58% 0.32%
Period Ended August 31, 1.00 0.03 (0.03) - 1.00 3.34% 110,561 0.20%(c) 5.41%(c) 0.47%(c)
1998 (b)
DAILY ASSETS GOVERNMENT
FUND
Year Ended August 31, 2000 1.00 0.06 (0.06) - 1.00 5.93% 39,777 0.20% 5.78% 0.65%
Year Ended August 31, 1999 1.00 0.05 (0.05) - 1.00 4.92% 28,709 0.20% 4.81% 0.61%
Period Ended August 31, 1.00 0.01 (0.01) - 1.00 0.89% 36,095 0.20%(c) 5.26%(c) 0.69%(c)
1998 (b)
INSTITUTIONAL SERVICE
SHARES
Year Ended August 31, 1999 1.00 0.05 (0.05) - 1.00 4.66% 5,775 0.45% 4.57% 1.15%
Year Ended August 31, 1998 1.00 0.05 (0.05) - 1.00 5.04% 9,485 0.46% 4.93% 0.91%
Period Ended August 31, 1.00 0.02 (0.02) - 1.00 2.01% 44,116 0.50%(c) 4.76%(c) 0.95%(c)
1997(e)
Year Ended March 31, 1997 1.00 0.05 (0.05) - 1.00 4.80% 43,975 0.50% 4.70% 0.99%
Year Ended March 31, 1996 1.00 0.05 (0.05) - 1.00 5.18% 43,103 0.50% 5.01% 1.06%
DAILY ASSETS GOVERNMENT
OBLIGATIONS FUND
Year Ended August 31, 2000 1.00 0.06 (0.06) -(d) 1.00 5.94% 34,909 0.20% 5.83% 0.37%
Year Ended August 31, 1999 1.00 0.05 (0.05) - 1.00 4.98% 26,627 0.20% 4.85% 0.40%
Period Ended August 31, 1.00 0.03 (0.03) - 1.00 3.24% 15,352 0.20%(c) 5.43%(c) 0.74%(c)
1998 (b)
DAILY ASSETS CASH FUND
Year Ended August 31, 2000 1.00 0.06 (0.06) - 1.00 6.05% 42,165 0.20% 5.93% 0.34%
Year Ended August 31, 1999 1.00 0.05 (0.05) - 1.00 5.07% 38,926 0.20% 4.93% 0.35%
Period Ended August 31, 1.00 0.03 (0.03) - 1.00 2.70% 28,396 0.20%(c) 5.46%(c) 0.68%(c)
1998 (b)
INSTITUTIONAL SERVICE
SHARES
Year Ended August 31, 1998 1.00 0.05 (0.05) - 1.00 5.34% 5,235 0.46% 5.22% 0.90%
Period Ended August 31, 1.00 0.05 (0.05) - 1.00 4.70% 12,076 0.52%(c) 5.06%(c) 1.22%(c)
1997(b)
DAILY ASSETS MUNICIPAL
FUND
Year Ended August 31, 2000 1.00 0.04 (0.04) - 1.00 3.92% 20,980 0.00% 3.83% 0.88%
Year Ended August 31, 1999 1.00 0.03 (0.03) - 1.00 3.15% 20,624 0.05% 3.10% 0.72%
Period Ended August 31, 1.00 0.01 (0.01) - 1.00 0.59% 20,773 0.12%(c) 3.16%(c) 1.26%(c)
1998 (b)
</TABLE>

(A) THE RATIO OF GROSS EXPENSES TO AVERAGE NET ASSETS REFLECTS THE EXPENSE
RATIO EXCLUDING ANY FEE WAIVERS

AND EXPENSE REIMBURSEMENTS FOR THE FUND AND ITS CORRESPONDING PORTFOLIO.

(B) INSTITUTIONAL SHARES OF DAILY ASSETS TREASURY OBLIGATIONS FUND COMMENCED
OPERATIONS ON JANUARY 22, 1998, DAILY ASSETS GOVERNMENT FUND COMMENCED
OPERATIONS ON JULY 1, 1998, DAILY ASSETS GOVERNMENT OBLIGATIONS FUND
COMMENCED OPERATIONS ON JANUARY 30, 1998, DAILY ASSETS CASH FUND COMMENCED
OPERATIONS ON MARCH 13, 1998 AND DAILY ASSETS MUNICIPAL FUND COMMENCED
OPERATIONS ON JUNE 25, 1998.

(E) THE FUND CHANGED ITS FISCAL YEAR END TO AUGUST 31 AFTER MARCH 31, 1997.

12
<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------
<TABLE>
<S> <C>

FOR MORE INFORMATION FORUM
FUNDS
The following documents are available free upon request:

INSTITUTIONAL SHARES

ANNUAL/SEMI-ANNUAL REPORTS

Additional information about each Fund's investments DAILY ASSETS TREASURY
is available in the Fund's annual and semi-annual reports to OBLIGATIONS FUND

shareholders. In a Fund's annual report, you will find a discussion of DAILY ASSETS GOVERNMENT FUND
market conditions and investment strategies that significantly
affected each Fund's performance during its preceding fiscal year

DAILY ASSETS GOVERNMENT
OBLIGATIONS FUND
STATEMENT OF ADDITIONAL INFORMATION ("SAI")
The SAI provides more detailed information about each Fund DAILY ASSETS CASH FUND
and is incorporated by reference into
this Prospectus.
DAILY ASSETS MUNICIPAL FUND
CONTACTING THE FUNDS
You can get a free copy of both reports and the SAI, request other
information and discuss your questions about each Fund
by contacting the Funds at:

Forum Shareholder Services, LLC
P.O. Box 446
Portland, Maine 04112
800-94FORUM or 800-943-6786
207-879-0001

SECURITIES AND EXCHANGE COMMISSION INFORMATION
You can also review each Fund's reports (when available)
and the SAIs at the Public Reference Room of the
Securities and Exchange Commission ("SEC").
The scheduled hours of operation of the Public Reference Room
may be obtained by calling the SEC at (202) 942-8090.

You can get copies of this information, for a fee,
by e-mailing or writing to:

Public Reference Room
Securities and Exchange Commission
Washington, D.C. 20549-0102
E-mail address: [email protected] Forum Funds
P.O. Box 446

Free copies of the reports and SAIs are available from the Portland, Maine 04112
SEC's Internet website at www.sec.gov. 800-94FORUM or

800-943-6786
207-879-0001
Investment Company Act File No. 811-3023

</TABLE>

<PAGE>
FORUM
FUNDS

PROSPECTUS

INSTITUTIONAL SERVICE SHARES

JANUARY 1, 2001

DAILY ASSETS TREASURY OBLIGATIONS FUND

DAILY ASSETS GOVERNMENT FUND

DAILY ASSETS GOVERNMENT OBLIGATIONS FUND

DAILY ASSETS CASH FUND

DAILY ASSETS MUNICIPAL FUND

<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
TABLE OF CONTENTS
--------------------------------------------------------------------------------

SUMMARY 2

PERFORMANCE 4

FEE TABLES 5

MANAGEMENT 6

YOUR ACCOUNT 7

How To Contact the Funds 7

General Information 7

Buying Shares 7

Selling Shares 9

Exchange Privileges 10

OTHER INFORMATION 11

FINANCIAL HIGHLIGHTS 12

<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
SUMMARY
--------------------------------------------------------------------------------

CONCEPTS TO UNDERSTAND

MONEY MARKET SECURITY means
a high credit quality,
short-term, U.S. dollar

denominated debt security.

TREASURY SECURITY means a
security that is issued or
guaranteed by
the U.S. Treasury.

GOVERNMENT SECURITY means a
security that is issued or
guaranteed by the U.S.
Government, its agencies or
instrumentalities.

MUNICIPAL SECURITY means a
security the interest on
which is exempt from Federal
income tax.

This Prospectus offers Institutional Service Shares of five money market funds -
Daily Assets Treasury Obligations Fund, Daily Assets Government Fund, Daily
Assets Government Obligations Fund, Daily Assets Cash Fund and Daily Assets
Municipal Fund (each a "Fund"). Institutional Service Shares are sold to banks,
trust companies and certain other financial institutions for their own and their
cutomer accounts.

INVESTMENT OBJECTIVES

PRINCIPAL INVESTMENT STRATEGIES

<TABLE>

2
<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

The Adviser may sell a Money Market Security if:

PRINCIPAL RISKS OF INVESTING IN A FUND

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

3
<PAGE>

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--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
PERFORMANCE
--------------------------------------------------------------------------------

The following charts and tables provide some indication of the risks of
investing in a Fund's Institutional Service Shares by showing changes in
performance and investment returns from year to year. PERFORMANCE INFORMATION
PRESENTED HERE REPRESENTS ONLY PAST PERFORMANCE AND DOES NOT NECESSARILY
INDICATE FUTURE RESULTS.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
YEAR ENDED 12/31 1993 1994 1995 1996 1997 1998 1999

[EDGAR representaion of Bar Chart]

DAILY ASSETS TREASURY OBLIGATIONS FUND 4.50%

Best Quarter: 1.22% (quarter ended 12/31/99)

Worst Quarter:1.02% (quarter ended 3/31/99)

The calendar year-to-date total return as of September 30, 2000 was 4.32%.

DAILY ASSETS GOVERNMENT FUND 2.83% 3.80% 5.36% 4.82% 4.87% 4.97% 4.81%

Best Quarter: 1.35% (quarter ended 6/30/95)

Worst Quarter:0.69% (quarter ended 6/30/93)

The calendar year-to-date total return as of September 30, 2000 was 4.42%.

DAILY ASSETS GOVERNMENT OBLIGATIONS FUND 4.78%

Best Quarter: 1.29% (quarter ended 12/31/99)

Worst Quarter:1.11% (quarter ended 6/30/99)

The calendar year-to-date total return as of September 30, 2000 was 4.45%.

DAILY ASSETS CASH FUND 5.23% 5.26% 4.89%

Best Quarter: 1.34% (quarter ended 12/31/99)

Worst Quarter:1.12% (quarter ended 6/30/99)

The calendar year-to-date total return as of September 30, 2000 was 4.50%.

DAILY ASSETS MUNICIPAL FUND 2.84%

Best Quarter: 0.80% (quarter ended 12/31/99)

Worst Quarter:0.62% (quarter ended 3/31/99)

The calendar year-to-date total return as of September 30, 2000 was 2.71%.
</TABLE>

The following table lists the Institutional Service Shares' average annual total
return as of December 31, 1999.
<TABLE>
<S> <C> <C> <C> <C>
1 YEAR 5 YEAR SINCE INCEPTION INCEPTION DATE

DAILY ASSETS TREASURY OBLIGATIONS FUND 4.50% N/A 4.72% 4/1/98
DAILY ASSETS GOVERNMENT FUND 4.81% 4.96% 4.41% 7/1/92
DAILY ASSETS GOVERNMENT OBLIGATIONS FUND 4.78% N/A 4.95% 3/30/98
DAILY ASSETS CASH FUND 4.89% N/A 5.12% 10/1/96
DAILY ASSETS MUNICIPAL FUND 2.71% N/A 3.14% 8/6/98
</TABLE>

4
<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
<TABLE>
<S> <C> <C> <C> <C> <C>
DAILY ASSETS DAILY DAILY ASSETS DAILY DAILY
TREASURY ASSETS GOVERNMENT ASSETS ASSETS
OBLIGATIONS GOVERNMENT OBLIGATIONS CASH MUNICIPAL FUND
FUND FUND FUND FUND
Management Fees (1) 0.13% 0.15% 0.13% 0.13% 0.15%
Distribution (Rule 12b-1) Fees None None None None None

Other Expenses 0.65% 1.22% 0.57% 0.53% 1.81%
TOTAL ANNUAL FUND OPERATING EXPENSES (2) 0.78% 1.37% 0.70% 0.66% 1.96%
Fee Waivers and Expense Reimbursements (3) 0.33% 0.92% 0.25% 0.21% 1.51%
NET EXPENSES 0.45% 0.45% 0.45% 0.45% 0.45%
</TABLE>

(1) INCLUDES ALL INVESTMENT ADVISORY AND ADMINISTRATION FEES.

(2) BASED ON AMOUNTS INCURRED DURING EACH FUND'S LAST FISCAL YEAR ENDED
AUGUST 31, 2000 STATED AS A PERCENTAGE OF ASSETS PRIOR TO FEE WAIVERS AND
EXPENSE REIMBURSEMENTS. EACH FUND'S EXPENSES INCLUDE ITS PRO-RATA SHARE
OF THE EXPENSES OF ITS CORRESPONDING PORTFOLIO.

(3) BASED ON CERTAIN CONTRACTUAL FEE WAIVERS AND EXPENSE REIMBURSEMENTS
CURRENTLY IN EFFECT THAT MAY DECREASE AFTER DECEMBER 31, 2001.

EXAMPLE

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

DAILY ASSETS DAILY ASSETS DAILY ASSETS DAILY ASSETS DAILY ASSETS
TREASURY GOVERNMENT GOVERNMENT CASH MUNICIPAL
OBLIGATIONS FUND FUND OBLIGATIONS FUND FUND FUND
1 year $46 $46 $46 $46 $46
3 years $226 $353 $209 $200 $478
5 years $411 $672 $375 $357 $926
10 years $945 $1,575 $856 $812 $2,171

</TABLE>

5
<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

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

THE ADVISER

During the Funds' last fiscal year, the aggregate advisory fees paid to the
Adviser from each Portfolio, as a percentage of average net assets, were:

<TABLE>
<S> <C> <C> <C> <C> <C>
PORTFOLIO TREASURY CASH GOVERNMENT GOVERNMENT CASH CASH MUNICIPAL CASH
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
ADVISORY FEE 0.03% 0.05% 0.03% 0.03% 0.05%
</TABLE>

Each Fund pays its pro-rata share of its corresponding Portfolio's advisory fee,
which is based on the percentage of the Portfolio's net assets held by the Fund.

OTHER SERVICE PROVIDERS

Forum Administrative Services, LLC ("FAdS") provides administrative services to
each Fund, Forum Accounting Services, LLC is each Fund's fund accountant and
Forum Shareholder Services, LLC (the "Transfer Agent") is each Fund's transfer
agent. The Trust has adopted a shareholder servicing plan under which the Trust
pays FAdS a fee for providing shareholder services that are not otherwise
provided by the Transfer Agent. FAdS may pay this fee to various financial
institutions that provide shareholder servicing to their customers invested in
Institutional Service Shares.

FUND EXPENSES

Each Fund pays for its own expenses and bears its pro-rata share of expenses of
the Portfolio in which the Fund invests. Expenses of Institutional Service
Shares include the shares' own expenses as well as Trust expenses that are
allocated among each Fund, their classes of shares and the other funds of the
Trust. The Adviser and other service providers may waive all or any portion of
their fees and reimburse certain expenses of a Fund. Any fee waiver or expense
reimbursement increases investment performance of a Fund and its applicable
share classes for the period during which the waiver or reimbursement is in
effect.

Certain service providers of each Fund have undertaken to waive a portion of
their fees and reimburse expenses in order to limit total operating expenses
(excluding taxes, interest, portfolio transaction expenses and extraordinary
expenses) of each Fund's Institutional Service Shares to no more than 0.45% of
the Institutional Service Shares' average daily net assets.

6
<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

YOUR ACCOUNT

HOW TO CONTACT THE FUNDS
<TABLE>
<S> <C>

WRITE TO US AT: ACH OR WIRE INVESTMENTS TO:
Forum Shareholder Services, LLC Bankers Trust Company
Attn: (Fund Name - Institutional Service Shares) New York, New York
P.O. Box 446 ABA #021001033
Portland, Maine 04112 FOR CREDIT TO:

Forum Shareholder Services, LLC
TELEPHONE US AT: Account # 01-465-547

(800) 94FORUM or Re: (Fund Name) - Institutional Service Shares
(800) 943-6786 (Toll Free) (Your Name)
(207) 879-0001 (Your Account Number)

</TABLE>

GENERAL INFORMATION

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

Shares become entitled to receive distributions on the day of purchase if the
order and payment are received in proper form by the Transfer Agent as follows:

<TABLE>
<S> <C> <C>
ORDER MUST BE PAYMENT MUST BE
RECEIVED BY RECEIVED BY

DAILY ASSETS GOVERNMENT FUND 12:00 P.M., Eastern time 4:00 P.M., Eastern time
-----------------------------------------------------------------------------------------------
DAILY ASSETS TREASURY OBLIGATIONS FUND 2:00 P.M., Eastern time 4:00 P.M., Eastern time
DAILY ASSETS GOVERNMENT OBLIGATIONS FUND
DAILY ASSETS CASH FUND
DAILY ASSETS MUNICIPAL FUND
</TABLE>

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

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

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

BUYING SHARES

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

CHECKS For individual, sole proprietorship, joint, Uniform Gift to
Minors Act ("UGMA") or Uniform Transfers to Minors Act ("UTMA")
accounts, make checks payable to "Forum Funds" or to one or more
owners of the account and endorsed to "Forum Funds." For all other
accounts, the check must be made payable on its face to "Forum Funds."
No other method of check payment is acceptable (for instance, you may
not pay by traveler's check).

AUTOMATED CLEARING HOUSE ("ACH") Instruct your financial institution
to transfer funds through the "Automated Clearing House" system.

7
<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

WIRES Instruct your financial institution to make a Federal Funds wire
payment to us.

Your financial institution may charge you a fee for ACH or wire services.

MINIMUM INVESTMENTS Each Fund accepts payments in the following minimum amounts
for Institutional Service Shares:

MINIMUM INITIAL MINIMUM ADDITIONAL
INVESTMENT INVESTMENT
Standard Accounts $100,000 $250

ACCOUNT REQUIREMENTS
<TABLE>
<S> <C>
TYPE OF ACCOUNT REQUIREMENT

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

INVESTMENT PROCEDURES

8
<PAGE>
FORUM FUNDS
--------------------------------------------------------------------------------

LIMITATIONS ON PURCHASES Each Fund reserves the right to refuse any purchase
(including exchange) request, particularly requests that could adversely affect
a Fund or its operations.

SELLING SHARES

Generally, a Fund will send redemption proceeds to you immediately after
receiving your redemption request in proper form.

Shares are not entitled to receive distributions declared on or after the day in
which a redemption order is accepted by the Transfer Agent.

HOW TO SELL SHARES FROM YOUR ACCOUNT

BY MAIL
o Prepare a written request including:
o Your name(s) and signature(s)
o Your account number
o [Fund name] - Institutional Service Shares
o The dollar amount or number of shares you want to sell
o How and where to send the redemption proceeds
o Obtain a signature guarantee (if required)
o Obtain other documentation (if required)
o Mail us your request and documentation
BY WIRE
o Wire redemptions are only available if your redemption is for $5,000 or
more and you did not decline wire redemptions on your account application
o Call us with your request (unless you declined telephone redemption
privileges on your account application) (See "By Telephone") OR
o Mail us your request (See "By Mail")
BY TELEPHONE
o Call us with your request (unless you declined telephone redemption
privileges on your account application)
o Provide the following information:
o Your account number
o Exact name(s) in which the account is registered
o Additional form of identification
o Redemption proceeds will be:
o Mailed to you OR
o Wired to you (unless you declined wire redemption privileges
on your account application) (See "By Wire")

9
<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

REDEMPTIONS IN KIND Each Fund reserves the right to pay redemption proceeds in
portfolio securities rather than cash.

EXCHANGE PRIVILEGES

You may exchange your Institutional Service Shares of a Fund for Institutional
Service Shares of another Fund.

HOW TO EXCHANGE

10
<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER INFORMATION
--------------------------------------------------------------------------------

ADDITIONAL INVESTMENT POLICIES

CORE AND GATEWAY(R)

CLASSES OF SHARES

In addition to Institutional Service Shares, each Fund also offers Investor
Shares and Institutional Shares. Investor Shares are designed for retail
investors and Institutional Shares are designed for institutional investors. You
may obtain prospectuses describing these classes of shares by contacting the
Transfer Agent. Each class has different fees and investment minimums.

DISTRIBUTIONS

Each Fund declares distributions from its net investment income daily and pays
these distributions monthly. In addition, each Fund pays capital gain
distributions, if any, at least annually.

TAXES

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

DAILY ASSETS MUNICIPAL FUND It is anticipated that substantially all of the
Fund's net investment income will be "tax-exempt interest income." Generally,
you are not subject to Federal income tax on these distributions. Distributions
of other investment income and short-term capital gain are taxable to you as
ordinary income. It is anticipated that substantially all of the Fund's net
income will be exempt from Federal income tax. All distributions may be subject
to certain state and local taxes.

11
<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The following table is intended to help you understand the performance of
Institutional Service Shares of each Fund. Total return in the table represents
the rate an investor would have earned on an investment in a Fund's
Institutional Service Shares (assuming the reinvestment of all distributions).
This information has been audited by KPMG LLP. Each Fund's financial statements
and independent auditors' report are included in the Annual Report dated August
31, 2000, which is available upon request, without charge.

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED DATA FOR A SINGLE SHARE RATIOS/SUPPLEMENTAL DATA

----------------------------------------------------- ------------------------------------------
Net Ratios to
Beginning Distributions Distributions Ending Assets at Average Net Assets
Net Net From Net From Net Net End of
Asset Investment Investment Realized Asset Total Period Net
Value Income Income Gain Value Return (000's Net Investment Gross
Per per Omitted) Expenses Income Expenses(a)
Share Share
DAILY ASSETS TREASURY
OBLIGATIONS FUND

Year Ended August 31, 2000 $1.00 0.05 (0.05) - $1.00 5.48% $7,374 0.45% 5.25% 0.78%
Year Ended August 31, 1999 1.00 0.04 (0.04) - 1.00 4.46% 18,369 0.45% 4.34% 0.89%
Period Ended August 31, 1.00 0.02 (0.02) - 1.00 2.19% 4,448 0.45%(c) 5.16%(c) 1.53%(c)
1998 (b)

DAILY ASSETS GOVERNMENT
FUND

Year Ended August 31, 2000 1.00 0.06 (0.06) - 1.00 5.66% 3,140 0.45% 5.44% 1.37%
Year Ended August 31, 1999 1.00 0.05 (0.05) - 1.00 4.66% 5,775 0.45% 4.57% 1.15%
Year Ended August 31, 1998 1.00 0.05 (0.05) - 1.00 5.04% 9,485 0.46% 4.93% 0.91%
Period Ended August 31, 1.00 0.02 (0.02) - 1.00 2.01% 44,116 0.50%(c) 4.76%(c) 0.95%(c)
1997 (b)
Year Ended March 31, 1997 1.00 0.05 (0.05) - 1.00 4.80% 43,975 0.50% 4.70% 0.99%
Year Ended March 31, 1996 1.00 0.05 (0.05) - 1.00 5.18% 43,103 0.50% 5.01% 1.06%
DAILY ASSETS GOVERNMENT
OBLIGATIONS FUND
Year Ended August 31, 2000 1.00 0.06 (0.06) -(d) 1.00 5.68% 57,347 0.45% 5.67% 0.70%
Year Ended August 31, 1999 1.00 0.05 (0.05) - 1.00 4.72% 22,328 0.45% 4.54% 0.80%
Period Ended August 31, 1.00 0.02 (0.02) - 1.00 2.22% 2,390 0.45%(c) 5.16%(c) 2.13%(c)
1998 (e)

DAILY ASSETS CASH FUND

Year Ended August 31, 2000 1.00 0.06 (0.06) - 1.00 5.78% 52,428 0.45% 5.61% 0.66%
Year Ended August 31, 1999 1.00 0.05 (0.05) -(d) 1.00 4.81% 58,661 0.45% 4.59% 0.70%
Year Ended August 31, 1998 1.00 0.05 (0.05) - 1.00 5.34% 5,235 0.46% 5.22% 0.90%
Period Ended August 31, 1.00 0.05 (0.05) - 1.00 4.70% 12,076 0.52%(c) 5.06%(c) 1.22%(c)
1997 (b)

DAILY ASSETS MUNICIPAL
FUND

Year Ended August 31, 2000 1.00 0.03 (0.03) - 1.00 3.45% 1,520 0.45% 3.32% 1.96%
Year Ended August 31, 1999 1.00 0.03 (0.03) - 1.00 2.77% 3,295 0.45% 2.66% 1.21%
Period Ended August 31, 1.00 - - - 1.00 0.20% 10 0.59%(c) 2.76%(c) 721.84%(c)
1998 (b)
</TABLE>
(A) THE RATIO OF GROSS EXPENSES TO AVERAGE NET ASSETS REFLECTS THE EXPENSE
RATIO EXCLUDING ANY FEE WAIVERS AND

EXPENSE REIMBURSEMENTS FOR THE FUND AND ITS CORRESPONDING PORTFOLIO.

(B) INSTITUTIONAL SERVICE SHARES OF DAILY ASSETS TREASURY OBLIGATIONS FUND
COMMENCED OPERATIONS ON APRIL 1, 1998, DAILY ASSETS GOVERNMENT FUND
COMMENCED OPERATIONS ON JULY 1, 1992, DAILY ASSETS GOVERNMENT OBLIGATIONS
FUND COMMENCED OPERATIONS ON MARCH 30, 1998, DAILY ASSETS CASH FUND
COMMENCED OPERATIONS ON OCTOBER 1, 1996 AND DAILY ASSETS MUNICIPAL FUND
COMMENCED OPERATIONS ON AUGUST 6, 1998.

(D) LESS THAN $0.01 PER SHARE.
(E) THE FUND CHANGED ITS FISCAL YEAR END TO AUGUST 31 AFTER MARCH 31, 1997.

12
<PAGE>

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--------------------------------------------------------------------------------
<TABLE>
<S> <C>

FOR MORE INFORMATION FORUM
FUNDS
The following documents are available free upon request:

INSTITUTIONAL SERVICE
SHARES

ANNUAL/SEMI-ANNUAL REPORTS

Additional information about each Fund's investments DAILY ASSETS TREASURY
is available in the Fund's annual and semi-annual reports to OBLIGATIONS FUND

Forum Shareholder Services, LLC
P.O. Box 446
Portland, Maine 04112
800-94FORUM or 800-943-6786
207-879-0001

You can get copies of this information, for a fee,
by e-mailing or writing to:

Public Reference Room
Securities and Exchange Commission
Washington, D.C. 20549-0102
E-mail address: [email protected] Forum Funds
P.O. Box 446

Free copies of the reports and SAIs are available from the Portland, Maine 04112
SEC's Internet website at www.sec.gov. 800-94FORUM or

800-943-6786
207-879-0001
Investment Company Act File No. 811-3023
</TABLE>

<PAGE>
FORUM
FUNDS

PROSPECTUS

INVESTOR SHARES

JANUARY 1, 2001

DAILY ASSETS TREASURY OBLIGATIONS FUND

DAILY ASSETS GOVERNMENT FUND

DAILY ASSETS GOVERNMENT OBLIGATIONS FUND

DAILY ASSETS CASH FUND

DAILY ASSETS MUNICIPAL FUND

<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
TABLE OF CONTENTS
--------------------------------------------------------------------------------

SUMMARY 2

PERFORMANCE 4

FEE TABLES 5

MANAGEMENT 6

YOUR ACCOUNT 7

How To Contact the Funds 7

General Information 7

Buying Shares 7

Selling Shares 9

Exchange Privileges 10

OTHER INFORMATION 11

FINANCIAL HIGHLIGHTS 12

<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
SUMMARY
--------------------------------------------------------------------------------

CONCEPTS TO UNDERSTAND

MONEY MARKET SECURITY means
a high credit quality,
short-term, U.S. dollar

denominated debt security.

TREASURY SECURITY means a
security that is issued or
guaranteed by
the U.S. Treasury.

GOVERNMENT SECURITY means a
security that is issued or
guaranteed by the U.S.
Government, its agencies or
instrumentalities.

MUNICIPAL SECURITY means a
security the interest on
which is exempt from Federal
income tax.

This Prospectus offers investor Shares of five money market funds - Daily Assets
Treasury Obligations Fund, Daily Assets Government Fund, Daily Assets Government
Obligations Fund, Daily Assets Cash Fund and Daily Assets Municipal Fund (each a
"Fund"). Investor Shares are designed for retail investors.

INVESTMENT OBJECTIVES

PRINCIPAL INVESTMENT STRATEGIES

<TABLE>

2
<PAGE>

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--------------------------------------------------------------------------------

The Adviser may sell a Money Market Security if:

PRINCIPAL RISKS OF INVESTING IN A FUND

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

3
<PAGE>

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--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
PERFORMANCE
--------------------------------------------------------------------------------

The following charts and tables provide some indication of the risks of
investing in a Fund's Investor Shares by showing changes in performance and
investment returns from year to year. PERFORMANCE INFORMATION PRESENTED HERE
REPRESENTS ONLY PAST PERFORMANCE AND DOES NOT NECESSARILY INDICATE FUTURE
RESULTS.

YEAR ENDED 12/31 1999
[EDGAR representation of Bar Chart]

DAILY ASSETS TREASURY OBLIGATIONS FUND
4.03%
Best Quarter: 1.11% (quarter ended 12/31/99)

Worst Quarter:0.91% (quarter ended 3/31/99)

The calendar year-to-date total return as of September 30, 2000 was 3.97%.

DAILY ASSETS GOVERNMENT FUND
4.50%
Best Quarter: 1.22% (quarter ended 12/31/99)

Worst Quarter:1.04% (quarter ended 3/31/99)

The calendar year-to-date total return as of September 30, 2000 was 4.18%.

DAILY ASSETS GOVERNMENT OBLIGATIONS FUND
4.33%
Best Quarter: 1.18% (quarter ended 12/31/99)

Worst Quarter: 1.00% (quarter ended 6/30/99)

The calendar year-to-date total return as of September 30, 2000 was 4.10%.

DAILY ASSETS CASH FUND
4.43%
Best Quarter: 1.22% (quarter ended 12/31/99)

Worst Quarter:1.01% (quarter ended 6/30/99)

The calendar year-to-date total return as of September 30, 2000 was 4.15%.

DAILY ASSETS MUNICIPAL FUND
2.39%
Best Quarter: 0.68% (quarter ended 12/31/99)

Worst Quarter: 0.51% (quarter ended 3/31/99)

The calendar year-to-date total return as of September 30, 2000 was 2.37%.

The following table lists the Investor Shares' average annual total return as of
December 31, 1999.

1 YEAR SINCE INCEPTION INCEPTION DATE

DAILY ASSETS TREASURY OBLIGATIONS FUND 4.03% 4.15% 8/6/98
DAILY ASSETS GOVERNMENT FUND 4.50% 4.47% 9/29/98
DAILY ASSETS GOVERNMENT OBLIGATIONS FUND 4.33% 4.45% 8/6/98
DAILY ASSETS CASH FUND 4.43% 4.56% 8/6/98
DAILY ASSETS MUNICIPAL FUND 2.39% 2.45% 8/6/98

4
<PAGE>

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--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
FEE TABLES
--------------------------------------------------------------------------------
The following tables describe the various fees and expenses that you will pay if
you invest in Investor Shares of a Fund. There are no charges to purchase or
redeem Fund shares.
<TABLE>
<S> <C> <C> <C> <C> <C>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
DAILY ASSETS DAILY DAILY ASSETS DAILY DAILY
TREASURY ASSETS GOVERNMENT ASSETS ASSETS
OBLIGATIONS GOVERNMENT OBLIGATIONS CASH MUNICIPAL
FUND FUND FUND FUND FUND
Management Fees (1) 0.13% 0.15% 0.13% 0.13% 0.15%
Distribution (Rule 12b-1) Fees 0.30% 0.15% 0.30% 0.30% 0.30%
Other Expenses 56.59% 3.98% 5.81% 1.41% 18.49%
TOTAL ANNUAL FUND OPERATING EXPENSES (2) 57.02% 4.28% 6.24% 1.84% 18.94%
Fee Waivers and Expense Reimbursements (3) 56.12% 3.53% 5.34% 0.94% 18.04%
NET EXPENSES 0.90% 0.75% 0.90% 0.90% 0.90%
</TABLE>

(1) INCLUDES ALL INVESTMENT ADVISORY AND ADMINISTRATION FEES.

(2) BASED ON AMOUNTS INCURRED DURING EACH FUND'S LAST FISCAL YEAR ENDED
AUGUST 31, 2000 STATED AS A PERCENTAGE OF ASSETS PRIOR TO FEE WAIVERS
AND EXPENSE REIMBURSEMENTS. EACH FUND'S EXPENSES INCLUDE ITS PRO-RATA
SHARE OF THE EXPENSES OF ITS CORRESPONDING PORTFOLIO.

(3) BASED ON CERTAIN CONTRACTUAL FEE WAIVERS AND EXPENSE REIMBURSEMENTS
CURRENTLY IN EFFECT THAT MAY DECREASE AFTER DECEMBER 31, 2001.

EXAMPLE

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

<TABLE>
<S> <C> <C> <C> <C> <C>
DAILY ASSETS DAILY ASSETS DAILY ASSETS DAILY ASSETS DAILY ASSETS
TREASURY GOVERNMENT GOVERNMENT CASH MUNICIPAL
OBLIGATIONS FUND FUND OBLIGATIONS FUND FUND FUND

1 year $92 $77 $92 $92 $92
3 years $11,945 $1,298 $1,857 $579 $5,172
5 years $13,382 $2,179 $3,059 $995 $7,600
10 years $13,801 $4,437 $5,936 $2,159 $11,261

</TABLE>

5
<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
MANAGEMENT
--------------------------------------------------------------------------------

THE ADVISER

During the Funds' last fiscal year, the aggregate advisory fees paid to the
Adviser from each Portfolio, as a percentage of average net assets, were:

Each Fund pays its pro-rata share of its corresponding Portfolio's advisory fee,
which is based on the percentage of the Portfolio's net assets held by the Fund.

OTHER SERVICE PROVIDERS

Each Fund has adopted a distribution or Rule 12b-1 plan under which the Fund
pays fees for the distribution of Investor Shares and the servicing of
shareholder accounts. Because Investor Shares pay distribution fees on an
ongoing basis, your investment cost over time may be higher than paying other
types of sales charges. Forum Administrative Services, LLC ("FAdS") provides
administrative services to each Fund, Forum Accounting Services, LLC is each
Fund's fund accountant, and Forum Shareholder Services, LLC (the "Transfer
Agent") is each Fund's transfer agent. The Trust has adopted a shareholder
servicing plan under which the Trust pays FAdS a fee for providing shareholder
service activities that is not otherwise provided by the Transfer Agent. FAdS
may pay this fee to various financial institutions that provide shareholder
servicing to their customers invested in Investor Shares.

FUND EXPENSES

Each Fund pays for its own expenses and bears its pro-rata share of expenses of
the Portfolio in which the Fund invests. Expenses of Investor Shares include the
shares' own expenses as well as Trust expenses that are allocated among each
Fund, their classes of shares and all other funds of the Trust. The Adviser or
other service provider may waive all or any portion of their fees and reimburse
certain expenses of a Fund. Any fee waiver or expense reimbursement increases
investment performance of a Fund and its applicable share classes for the period
during which the waiver or reimbursement is in effect.

Certain service providers of each Fund have undertaken to waive a portion of
their fees and reimburse Fund expenses in order to limit total operating
expenses (excluding taxes, interest, portfolio transaction expenses and
extraordinary expenses) of the Investor Shares of each Fund to no more than
0.75% of the Investor Shares' average daily net assets of Daily Assets
Government Fund and 0.90% of the Investor Shares' average daily net assets of
each other Fund.

6
<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
YOUR ACCOUNT
--------------------------------------------------------------------------------

HOW TO CONTACT THE FUNDS

WRITE TO US AT: ACH OR WIRE INVESTMENTS TO:
Forum Shareholder Services, LLC Bankers Trust Company
Attn: (Fund Name - Investor Shares) New York, New York
P.O. Box 446 ABA #021001033
Portland, Maine 04112 FOR CREDIT TO:

Forum Shareholder Services, LLC
TELEPHONE US AT: Account # 01-465-547

(800) 94FORUM or Re: (Fund Name)-Investor Shares
(800) 943-6786 (Toll Free) (Your Name)
(207) 879-0001 (Your Account Number)

GENERAL INFORMATION

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

Shares become entitled to receive distributions on the day of purchase if the
order and payment are received in proper form by the Transfer Agent as follows:
<TABLE>
<S> <C> <C>

ORDER MUST BE PAYMENT MUST BE
RECEIVED BY RECEIVED BY

DAILY ASSETS GOVERNMENT FUND 12:00 P.M., Eastern time 4:00 P.M., Eastern time
-----------------------------------------------------------------------------------------------
DAILY ASSETS TREASURY OBLIGATIONS FUND 2:00 P.M., Eastern time 4:00 P.M., Eastern time
DAILY ASSETS GOVERNMENT OBLIGATIONS FUND
DAILY ASSETS CASH FUND
DAILY ASSETS MUNICIPAL FUND
</TABLE>

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

BUYING SHARES

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

CHECKS For individual, sole proprietorship, joint, Uniform Gift to
Minors Act ("UGMA") or Uniform Transfers to Minors Act ("UTMA")
accounts, make checks payable to "Forum Funds" or to one or more
owners of the account and endorsed to "Forum Funds." For all other
accounts, your check must be made payable on its face to "Forum
Funds." No other method of check payment is acceptable (for instance,
you may not pay by traveler's check).

AUTOMATED CLEARING HOUSE ("ACH") Instruct your financial institution
to transfer funds through the "Automated Clearing House" system.

7
<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

WIRES Instruct your financial institution to make a Federal Funds wire
payment to us.

Your financial institution may charge you a fee for ACH or wire services.

MINIMUM INVESTMENTS Each Fund accepts payments in the following minimum amounts
for Investor Shares:

MINIMUM INITIAL MINIMUM ADDITIONAL
INVESTMENT INVESTMENT
Standard Accounts $10,000 $500
Traditional and Roth IRA Accounts $2,000 $250
Accounts With Systematic Investment Plans $250 $250
Exchanges $2,000 $250

ACCOUNT REQUIREMENTS
<TABLE>
<S> <C>
TYPE OF ACCOUNT REQUIREMENT

INVESTMENT PROCEDURES

8
<PAGE>
FORUM FUNDS
--------------------------------------------------------------------------------

SYSTEMATIC INVESTMENTS You may invest a specified amount of money in a Fund once
or twice a month on specified dates. These payments are taken from your bank
account by ACH payment. Systematic investments must be for at least $250.

LIMITATIONS ON PURCHASES Each Fund reserves the right to refuse any purchase
(including exchange) request, particularly requests that could adversely affect
a Fund or its operations.

SELLING SHARES

Generally, a Fund will send redemption proceeds to you immediately after
receiving your redemption request in proper form.

Shares are not entitled to receive distributions declared on or after the day in
which a redemption order is accepted by the Transfer Agent.

HOW TO SELL SHARES FROM YOUR ACCOUNT

BY MAIL
o Prepare a written request including:
o Your name(s) and signature(s)
o Your account number
o [Fund name] - Investor Shares
o The dollar amount or number of shares you want to sell
o How and where to send the redemption proceeds
o Obtain a signature guarantee (if required)
o Obtain other documentation (if required)
o Mail us your request and documentation
BY WIRE
o Wire redemptions are only available if your redemption is for $5,000 or
more and you did not decline wire redemptions on your account application
o Call us with your request (unless you declined telephone redemption
privileges on your account application) (See "By Telephone") OR
o Mail us your request (See "By Mail")
BY TELEPHONE
o Call us with your request (unless you declined telephone redemption
privileges on your account application)
o Provide the following information:
o Your account number
o Exact name(s) in which the account is registered
o Additional form of identification
o Redemption proceeds will be:
o Mailed to you OR
o Wired to you (unless you declined wire redemption privileges
on your account application) (See "By Wire")
SYSTEMATICALLY
o Complete the systematic withdrawal section of the application
o Attach a voided check to your application
o Mail us your completed application

9
<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------
SYSTEMATIC WITHDRAWALS You may redeem a specified amount of money from your
account once a month on a specified date. These payments are sent from your
account by ACH payment. Systematic withdrawals must be for at least $250.

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

SMALL ACCOUNTS If the value of your account falls below $5,000 ($500 for IRA
accounts), a Fund may ask you to increase your balance. If the account value is
still below $5,000 (%500 FOR IRAs) after 60 days, a Fund may close your account
and send you the proceeds.

REDEMPTIONS IN KIND Each Fund reserves the right to pay redemption proceeds in
portfolio securities rather than cash.

EXCHANGE PRIVILEGES

You may exchange your Investor Shares of a Fund for Investor Shares of another
Fund or for shares of certain other funds. For a list of other funds available
for exchange, call the Transfer Agent. If you exchange into a fund that has a
sales charge, you will have to pay that fund's sales charge. If you exchange
into a fund that has no sales charge, you will not have to pay a sales charge at
the time of exchange.

HOW TO EXCHANGE

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

RETIREMENT ACCOUNTS

Each Fund (except Daily Assets Municipal Fund) offers IRA accounts, including
traditional and Roth IRAs. Each Fund may also be appropriate for other
retirement plans. Before investing in any IRA or other retirement plan, you
should consult your tax adviser. Whenever making an investment in an IRA, be
sure to indicate the year for which the contribution is made.

10
<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER INFORMATION
--------------------------------------------------------------------------------

ADDITIONAL INVESTMENT POLICIES

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

CORE AND GATEWAY(R)

Each Fund is a "gateway" fund in a "Core and Gateway" structure. Each Fund
invests substantially all of its assets in a corresponding Portfolio, each of
which is a series of Core Trust (Delaware) ("Core Trust"). A Fund may withdraw
its entire investment from a Portfolio at any time the Board decides it is in
the Fund's best interest to do so.

CLASSES OF SHARES

In addition to Investors Shares, each Fund offers Institutional Shares and
Institutional Service Shares. Institutional Shares are designed for
institutional investors and Institutional Service Shares are sold to banks,
trust companies and certain other financial institutions for their own and their
customer accounts. You may obtain prospectuses describing these classes of
shares by contacting the Transfer Agent. Each class has different fees and
investment minimums.

DISTRIBUTIONS

Each Fund declares distributions from its net investment income daily and pays
these distributions monthly. In addition, each Fund pays capital gain
distributions, if any, at least annually.

TAXES

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

11
<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The following table is intended to help you understand the performance of
Investor Shares of each Fund. Total returns in the table represents the rate an
investor would have earned on an investment in a Fund (assuming the reinvestment
of all distributions). Prior to the operation of Investor Shares, Daily Assets
Government Fund and Daily Assets Cash Fund offered Institutional Service Shares.
Performance information for this class is also included in the table. The total
return of Investor Shares would have been lower than that of Institutional
Shares because of the higher expenses of Investor Shares. This information has
been audited by KPMG LLP. Each Fund's financial statements and independent
auditors' report are included in the Annual Report dated August 31, 2000, which
is available upon request, without charge.

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED DATA FOR A SINGLE SHARE RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------- -----------------------------------------
Net Ratios to
Beginning Distributions Distributions Ending Assets at Average Net Assets
Net Asset Net From Net From Net Net End of
Value Per Investment Investment Realized Asset Total Period Net
Share Income Income Gain Value Return (000's Net Investment Gross
per Omitted) Expenses Income Expenses(a)
Share
DAILY ASSETS TREASURY
OBLIGATIONS FUND
Year Ended August 31, 2000 $1.00 0.05 (0.05) - $1.00 5.00% $25 0.90% 4.81% 57.02%
Year Ended August 31, 1999 1.00 0.04 (0.04) -(d) 1.00 4.00% 33 0.87% 3.87% 100.05%
Period Ended August 31, 1.00 0.02 (0.02) - 1.00 0.33% 10 0.78%(c) 5.06%(c) 727.11%(c)
1998 (b)
DAILY ASSETS GOVERNMENT
FUND(E)

Year Ended August 31, 2000 1.00 0.05 (0.05) - 1.00 5.35% 442 0.75% 5.12% 4.28%
Period Ended August 31, 1.00 0.04 (0.04) -(d) 1.00 4.43% 703 0.75%(c) 4.25%(c) 5.45%(c)
1999(b)
INSTITUTIONAL SERVICE
SHARES
Year Ended August 31, 1999 1.00 0.05 (0.05) - 1.00 4.66% 5,775 0.45% 4.57% 1.15%
Year Ended August 31, 1998 1.00 0.05 (0.05) - 1.00 5.04% 9,485 0.46% 4.93% 0.91%
Period Ended August 31, 1.00 0.02 (0.02) - 1.00 2.01% 44,116 0.50%(c) 4.76%(c) 0.95%(c)
1997(e)
Year Ended March 31, 1997 1.00 0.05 (0.05) - 1.00 4.80% 43,975 0.50% 4.70% 0.99%
Year Ended March 31, 1996 1.00 0.05 (0.05) - 1.00 5.18% 43,103 0.50% 5.01% 1.06%
DAILY ASSETS GOVERNMENT
OBLIGATIONS FUND
Year Ended August 31, 2000 1.00 0.05 (0.05) -(d) 1.00 5.21% 406 0.90% 5.33% 6.24%
Year Ended August 31, 1999 1.00 0.04 (0.04) - 1.00 4.32% 11 0.84% 4.24% 148.94%
Period Ended August 31, 1.00 0.02 (0.02) - 1.00 0.35% 10 0.78%(c) 5.06%(c) 766.21%(c)
1998 (b)
DAILY ASSETS CASH FUND
Year Ended August 31, 2000 1.00 0.05 (0.05) - 1.00 5.31% 4,333 0.90% 5.58% 1.84%
Year Ended August 31, 1999 1.00 0.04 (0.04) - 1.00 4.40% 458 0.90% 4.13% 9.24%
Period Ended August 31, 1.00 0.02 (0.02) - 1.00 0.37% 10 0.78%(c) 5.25%(c) 709.02%(c)
1998 (b)
INSTITUTIONAL SERVICE
SHARES
Year Ended August 31, 1998 1.00 0.05 (0.05) - 1.00 5.34% 5,235 0.46% 5.22% 0.90%
Period Ended August 31, 1.00 0.05 (0.05) - 1.00 4.70% 12,076 0.52%(c) 5.06%(c) 1.22%(c)
1997(b)
DAILY ASSETS MUNICIPAL
FUND
Year Ended August 31, 2000 1.00 0.03 (0.03) - 1.00 2.99% 89 0.90% 2.96% 18.94%
Year Ended August 31, 1999 1.00 0.02 (0.02) - 1.00 2.36% 76 0.88% 2.23% 33.51%
Period Ended August 31, 1.00 0.01 (0.01) - 1.00 0.18% 10 0.78%(c) 2.53%(c) 749.20%(c)
1998 (b)
</TABLE>
(A) THE RATIO OF GROSS EXPENSES TO AVERAGE NET ASSETS REFLECTS THE EXPENSE
RATIO EXCLUDING ANY FEE WAIVERS AND

EXPENSE REIMBURSEMENTS FOR THE FUND AND ITS CORRESPONDING PORTFOLIO.

(B) INVESTOR SHARES OF DAILY ASSETS TREASURY OBLIGATIONS FUND COMMENCED
OPERATIONS ON AUGUST 6, 1998, DAILY ASSETS GOVERNMENT FUND COMMENCED
OPERATIONS ON SEPTEMBER 29, 199 AND DAILY ASSETS GOVERNMENT OBLIGATIONS
FUND, DAILY ASSETS CASH FUND AND DAILY ASSETS MUNICIPAL FUND COMMENCED
OPERATIONS ON AUGUST 6, 1998.

(E) THE FUND CHANGED ITS FISCAL YEAR END TO AUGUST 31 AFTER MARCH 31, 1997.

12
<PAGE>

FORUM FUNDS
--------------------------------------------------------------------------------
<TABLE>
<S> <C>

FOR MORE INFORMATION FORUM
FUNDS
The following documents are available free upon request:

INVESTOR SHARES

ANNUAL/SEMI-ANNUAL REPORTS

Additional information about each Fund's investments DAILY ASSETS TREASURY
is available in the Fund's annual and semi-annual reports to OBLIGATIONS FUND

DAILY ASSETS GOVERNMENT
OBLIGATIONS FUND
STATEMENT OF ADDITIONAL INFORMATION ("SAI")

The SAI provides more detailed information about each Fund DAILY ASSETS CASH FUND
and is incorporated by reference into
this Prospectus.
DAILY ASSETS MUNICIPAL FUND
CONTACTING THE FUNDS

You can get a free copy of both reports and the SAI, request other
information and discuss your questions about each Fund
by contacting the Funds at:

Forum Shareholder Services, LLC
P.O. Box 446
Portland, Maine 04112
800-94FORUM or 800-943-6786
207-879-0001

SECURITIES AND EXCHANGE COMMISSION INFORMATION
You can also review each Fund's reports (when available)
and the SAIs at the Public Reference Room of the
Securities and Exchange Commission ("SEC").

The scheduled hours of operation of the Public Reference Room
may be obtained by calling the SEC at (202) 942-8090.

You can get copies of this information, for a fee,
by e-mailing or writing to:

Public Reference Room
Securities and Exchange Commission
Washington, D.C. 20549-0102
E-mail address: [email protected] Forum Funds
P.O. Box 446

Free copies of the reports and SAIs are available from the Portland, Maine 04112
SEC's Internet website at www.sec.gov. 800-94FORUM or

800-943-6786
207-879-0001
Investment Company Act File No. 811-3023

</TABLE>

<PAGE>

FORUM FUNDS
STATEMENT OF ADDITIONAL INFORMATION

JANUARY 1, 2001

FUND INFORMATION:
DAILY ASSETS TREASURY OBLIGATIONS FUND
Forum Funds DAILY ASSETS GOVERNMENT FUND
Two Portland Square DAILY ASSETS GOVERNMENT OBLIGATIONS FUND
Portland, Maine 04101 DAILY ASSETS CASH FUND
(207) 879-0001 DAILY ASSETS MUNICIPAL FUND

(800) 94FORUM

ACCOUNT INFORMATION AND SHAREHOLDER
SERVICES:

Forum Shareholder Services, LLC
P.O. Box 446
Portland, Maine 04112
(207) 879-0001
(800) 94FORUM

This Statement of Additional Information or "SAI" supplements the Prospectuses
dated January 1, 2001, as may be amended from time to time, offering
Institutional Shares, Institutional Service Shares and Investor Shares of Daily
Assets Treasury Obligations Fund, Daily Assets Government Fund, Daily Assets
Government Obligations Fund, Daily Assets Cash Fund and Daily Assets Municipal
Fund. This SAI is not a prospectus and should only be read in conjunction with a
prospectus. You may obtain the Prospectuses without charge by contacting Forum
Shareholder Services, LLC at the address or telephone number listed above.

Certain information for the Funds included in the Prospectuses and the Annual
Report to shareholders is incorporated into this SAI by reference. Copies of the
Annual Report may be obtained without charge by contacting Forum Shareholder
Services, LLC at the address or telephone number listed above.

<PAGE>

--------------------------------------------------------------------------------
TABLE OF CONTENTS
--------------------------------------------------------------------------------

Glossary.......................................................................3
Core and Gateway(R)Structure...................................................4
Investment Policies and Risks..................................................4
Investment Limitations........................................................11
Investments by Financial Institutions.........................................14
Performance Data and Advertising..............................................15
Management....................................................................18
Portfolio Transactions........................................................25
Purchase and Redemption Information...........................................26
Taxation......................................................................28
Other Matters.................................................................31
Appendix A - Description of Securities Ratings...............................A-1
Appendix B - Performance Data................................................B-1
Appendix C - Miscellaneous Tables............................................C-1
Appendix D - Additional Advertising Materials................................D-1

2
<PAGE>

--------------------------------------------------------------------------------
GLOSSARY
--------------------------------------------------------------------------------

"Adviser" means Forum Investment Advisors, LLC.

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

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

"Core Trust" means Core Trust (Delaware).

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

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

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

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

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

"FSS" means Forum Shareholder Services, LLC, transfer agent and distribution
disbursing agent of each Fund.

"Fund" means each of Daily Assets Treasury Obligations Fund, Daily Assets
Government Fund, Daily Assets Government Obligations Fund, Daily Assets Cash
Fund and Daily Assets Municipal Fund, series of the Trust.

"Fitch" means Fitch IBCA, Inc.

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

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

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

"NRSRO" means a nationally recognized statistical rating organization.

"Portfolio" means each of Treasury Cash Portfolio, Government Portfolio,
Government Cash Portfolio, Cash Portfolio and Municipal Cash Portfolio, series
of Core Trust.

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

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

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

"Trust" means Forum Funds.

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

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

3
<PAGE>

--------------------------------------------------------------------------------
CORE AND GATEWAY(R) STRUCTURE
--------------------------------------------------------------------------------

Each Fund is a "gateway" fund in a Core and Gateway(R) structure. Under this
structure, each Fund invests substantially all of its assets in a separate
Portfolio of Core Trust, another open-end, management investment company which
has the same investment objectives and substantially similar investment policies
as the investing Fund, as follows:

Daily Assets Treasury Obligations Fund Treasury Cash Portfolio
Daily Assets Government Fund Government Portfolio
Daily Assets Government Obligations Fund Government Cash Portfolio
Daily Assets Cash Fund Cash Portfolio
Daily Assets Municipal Fund Municipal Cash Portfolio

CONSIDERATIONS OF INVESTING IN A PORTFOLIO

A Fund's investment in a Portfolio may be affected by the actions of other
investors in the Portfolio. 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. A withdrawal could result in a
distribution in kind of portfolio securities (as opposed to a cash distribution)
by the Portfolio. That distribution could result in a less diversified portfolio
of investments for the Fund, resulting in increased risk, and could affect
adversely the liquidity of the Fund's portfolio. If the Fund decided to convert
those securities to cash, it would incur transaction costs. If a Fund withdrew
its investment from a 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 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.

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 concerning any other investment companies that invest in a
Portfolio, investors may contact FFS at 800-754-8757.

--------------------------------------------------------------------------------
INVESTMENT POLICIES AND RISKS
--------------------------------------------------------------------------------

The following discussion supplements the disclosure in the Prospectuses about
each Fund's investment objectives, principal investment strategies and principal
risks. Unless otherwise indicated below, the discussion of the investment
policies of a Portfolio also refers to the investment policies a Fund that
invests therein.

SEC RULE 2A-7

Under Rule 2a-7 of the 1940 Act, each Portfolio normally must invest at least
95% of its total assets in securities that are rated in the highest short-term
rating category (by NRSRO's such as S&P) for debt obligations, or are unrated
and determined to be of comparable quality. Each Portfolio will maintain a
dollar-weighted average portfolio maturity of 90 days or less, will not purchase
any instrument with a remaining maturity greater than 397 days or subject to a
repurchase agreement having a duration of greater than 397 days, will limit
portfolio investments, including repurchase agreements, to those U.S.
dollar-denominated instruments that the Core Trust Board has determined present
minimal credit risks and will comply with certain reporting and record keeping
procedures. Core Trust has also established procedures to ensure that portfolio
securities meet a Portfolio's high quality criteria.

Pursuant to Rule 2a-7, the Core Trust Board and the Board have established
procedures to stabilize a Portfolio's and a Fund's net asset value,
respectively, 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 a Portfolio's or Fund's
$1.00 amortized cost price per share. Should that deviation exceed 1/2 of 1%,
the respective

4
<PAGE>

board of trustees of a Portfolio and Fund will consider whether any action
should be initiated to eliminate or reduce material dilution or other unfair
results to shareholders. Such action may include redemption of shares in kind,
selling portfolio securities prior to maturity, reducing or withholding
distributions and utilizing a net asset value per share as determined by using
available market quotations.

SECURITY RATINGS INFORMATION

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

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

GENERAL RISKS FIXED INCOME

INTEREST RATE RISK

Changes in interest rates affect the market value of the interest-bearing fixed
income securities held by a Portfolio. There is normally an inverse relationship
between the market value of securities sensitive to prevailing interest rates
and actual changes in interest rates. The longer the remaining maturity (and
duration) of a security, the more sensitive the security is to changes in
interest rates. All fixed income securities, including Government Securities,
can change in value when there is a change in interest rates.

CREDIT RISK

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

ASSET BACKED SECURITIES

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

Prepayments of principal of asset backed securities by borrowers or foreclosures
on the borrowers affect the average life of asset backed securities. Prepayments
may be triggered by various factors, including the level of interest rates,
general economic conditions, the location and age of the assets underlying the
security and other social and demographic conditions. In periods of rising
interest rates, the prepayment rate tends to decrease; lengthening the average
life of a pool of asset backed securities. A decrease in the rate of prepayments
may extend the effective

5
<PAGE>

maturities of asset backed securities, increasing their sensitivity to changes
in market interest rates. In periods of falling interest rates, the prepayment
rate tends to increase, shortening the average life of a pool and a Portfolio
may have to reinvest the proceeds of prepayments at lower invest rates than
those of its previous investments. When this occurs, a Portfolio's yield will
decline. The volume of prepayments of principal in the assets underlying a
particular asset-backed security will influence the yield of that security and a
Portfolio's yield. To the extent that a Portfolio purchases asset backed
securities at a premium, unscheduled prepayments, which are made at par, result
in a loss equal to any unamortized premium.

FIXED INCOME SECURITIES

VARIABLE AND FLOATING RATE SECURITIES

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

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

Cash Portfolio may purchase variable and floating rate corporate master notes.
Master notes with variable or floating interest rates are unsecured obligations
that are redeemable upon notice. You may invest fluctuating amounts in these
instruments at varying rates of interest under a direct arrangement with the
issuer. These obligations include master demand notes. The issuer of these
obligations often has the right, after a given period, to prepay its outstanding
principal obligations upon a specified number of days' notice. These obligations
generally are not traded and there is generally no established secondary market
for these obligations. To the extent a demand note does not have a seven-day or
shorter demand feature and there is no readily available market for the
obligation, it is treated as an illiquid security.

ASSET BACKED SECURITIES

Each Portfolio may purchase adjustable rate mortgage backed or other asset
backed securities (such as Small Business Association Securities) that are
Government Securities. Treasury Cash Portfolio may only purchase mortgage or
asset backed securities that are Treasury Securities. These securities directly
or indirectly represent a participation in, or are secured by and payable from,
adjustable rate mortgages or other loans that may be secured by real estate or
other assets. Most mortgage backed securities are pass-through securities, which
means that investors receive payments consisting of a pro-rata share of both
principal and interest (less servicing and other fees), as well as unscheduled
prepayments, as loans in the underlying mortgage pool are paid off by the
borrowers. Additional prepayments to holders of these securities are caused by
prepayments resulting from the sale or foreclosure of the underlying property or
refinancing of the underlying loans. Prepayments of the principal of underlying
loans may shorten the effective maturities of asset backed securities.

ADJUSTABLE RATE MORTGAGE BACKED SECURITIES

Adjustable rate mortgage securities ("ARMs") are pass-through securities
representing interests in pools of mortgage loans with adjustable interest rates
that are reset at periodic intervals, usually by reference to some interest rate
index or market interest rate, and that may be subject to certain limits.
Although the rate adjustment feature may reduce sharp changes in the value of
adjustable rate securities, these securities can change in value based on
changes in market interest rates or changes in the issuer's creditworthiness.
Changes in the interest rates on ARMs may lag

6
<PAGE>

behind changes in prevailing market interest rates. This may result in a
slightly lower net value until the interest rate resets to market rates. Thus, a
Portfolio could suffer some principal loss if the Portfolio sold the securities
before the interest rates on the underlying mortgages were adjusted to reflect
current market rates. Some ARMs (or the underlying mortgages) are subject to
caps or floors, that limit the maximum change in interest rates during a
specified period or over the life of the security.

COLLATERALIZED MORTGAGE OBLIGATIONS

Each Portfolio may purchase collateralized mortgage obligations ("CMOs"), which
are collateralized by ARMs or by pools of conventional mortgages. CMOs typically
have a number of classes or series with different maturities that 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 prepayments of the obligations comprising the
collateral pool.

SMALL BUSINESS ADMINISTRATION SECURITIES

Small Business Administration ("SBA") securities are variable rate securities
that are backed by the full faith and credit of the United States Government and
generally have an interest rate that resets monthly or quarterly based on a
spread to the Prime Rate. SBA securities generally have maturities at issue of
up to 40 years. No Portfolio may purchase an SBA security if, immediately after
the purchase, (1) the Portfolio would have more than 15% of its net assets
invested in SBA securities or (2) the total unamortized premium (or the total
unaccreted discount) on SBA securities would exceed 0.25% of the Portfolio's net
assets.

FEDERAL HOME LOAN MORTGAGE CORPORATION SECURITIES

Each Portfolio is currently 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.

MUNICIPAL SECURITIES

Municipal Cash Portfolio may invest in municipal securities. Municipal
securities are issued by the states, territories and possessions of the United
States, their political subdivisions (such as cities, counties and towns) and
various authorities (such as public housing or redevelopment authorities),
instrumentalities, public corporations and their special districts (such as
water, sewer or sanitary districts). In addition, municipal securities include
securities issued by or on behalf of public authorities to finance various
privately operated facilities, such as industrial development bonds, that are
backed only by the assets and revenues of the non-governmental user (such as
hospitals and airports).

BONDS AND NOTES Municipal securities are issued to obtain funds for a variety of
public purposes, including general financing for state and local governments, or
financing for specific projects or public facilities. Municipal securities are
classified as general obligation bonds, revenue bonds and notes. General
obligation securities are secured by the issuer's pledge of its full faith,
credit and taxing power for the payment of principal and interest. Revenue
securities are payable from revenue derived from a particular facility, class of
facilities or the proceeds of a special excise tax or other specific revenue
source but not from the issuer's general taxing power. Private activity bonds
and industrial revenue bonds do not carry the pledge of the credit of the
issuing municipality, but generally, are guaranteed by the corporate entity on
whose behalf they are issued.

LEASES State and local governments and authorities enter into municipal leases
to acquire equipment and facilities such as fire and sanitation vehicles,
telecommunications equipment and other assets. Municipal leases permit
governmental issuers to acquire property and equipment without meeting
constitutional and statutory requirements for the issuance of debt. The
debt-issuance limitations of many state constitutions and statutes do not apply
to

7
<PAGE>

municipal leases that do not require the governmental issuer to satisfy
underlying obligations unless money is appropriated for that purpose by the
state legislature on a yearly or periodic basis.

PUTS AND STANDBY COMMITMENTS ON MUNICIPAL SECURITIES The Portfolio may acquire
"puts" on municipal securities. A put gives the Portfolio the right to sell the
municipal security at a specified price at any time on or before a specified
date. The Portfolio may sell, transfer or assign a put only with the sale,
transfer or assignment of the underlying security or securities. The amount
payable to the Portfolio upon its exercise of a "put" is normally: (1) the
Portfolio's acquisition cost of the municipal securities (excluding any accrued
interest which the Portfolio paid on their acquisition), less any amortized
market premium or plus any amortized market or original issue discount during
the period the Portfolio owned the securities; plus (2) all interest accrued on
the securities since the last interest payment date during that period.

Puts may be acquired by the Portfolio to facilitate the liquidity of its
portfolio assets. Puts may also be used to facilitate the reinvestment of the
Portfolio's assets at a rate of return more favorable than that of the
underlying security. Puts may, under certain circumstances, also be used to
shorten the maturity of underlying variable rate or floating rate securities for
purposes of calculating the remaining maturity of those securities and the
dollar-weighted average portfolio maturity of the Portfolio's assets. The
Portfolio intends to enter into puts only with dealers, banks and broker-dealers
that, in the Adviser's opinion, present minimal credit risks.

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. The Portfolio's policy
is to enter into stand-by commitment transactions only with municipal securities
dealers that are determined to present minimal credit risks.

The acquisition of a stand-by commitment does not affect the valuation or
maturity of the underlying municipal securities that continue to be valued in
accordance with the amortized cost method. Stand-by commitments acquired by the
Portfolio are valued at zero in determining net asset value. When the Portfolio
pays directly or indirectly for a stand-by commitment, its cost is reflected as
unrealized depreciation for the period during which the commitment is held.
Stand-by commitments do not affect the average weighted maturity of the
Portfolio's portfolio of securities.

OTHER MUNICIPAL OBLIGATIONS Variable Rate Demand Notes are municipal bonds with
maturities of up to 40 years. These instruments have a demand feature that
permits the holder to sell the instruments back to the issuer. A holder of these
instruments may exercise the demand feature at predetermined intervals, usually
daily or weekly. The interest rate on these securities mirrors prevailing
interest rates. Tender option bonds have relatively long maturities and fixed
rates of interest. Under an agreement with a third party financial institution,
a holder of these bonds may tender them to the institution and receive the face
value of the bonds. A holder may exercise this option at periodic intervals,
usually six months to a year.

ALTERNATIVE MINIMUM TAX Municipal securities are also categorized according to:
(1) whether the interest is or is not included in the calculation of alternative
minimum taxes for individuals and corporations; (2) whether the costs of
acquiring or carrying the bonds are or are not deductible in part by banks and
other financial institutions; and (3) other criteria relevant for Federal income
tax purposes. Due to the increasing complexity of the Code and related
requirements governing the issuance of tax-exempt bonds, industry practice has
uniformly required as a condition to the issuance of such bonds, but
particularly for revenue bonds, an opinion of nationally recognized bond counsel
as to the tax-exempt status of interest on the bonds.

8
<PAGE>

ZERO COUPON SECURITIES

Government 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 Portfolio may
invest. All zero-coupon securities in which the Portfolio invests will have a
maturity of less than 13 months.

The Portfolio 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 the Portfolio distributes all of its
net investment income, the Portfolio may have to sell Portfolio securities to
distribute imputed income, which may occur at a time when the Adviser would not
have chosen to sell such securities and which may result in a taxable gain or
loss.

REPURCHASE AGREEMENTS AND SECURITIES LENDING

GENERAL

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

RISKS

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

BORROWING

GENERAL

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

RISKS

Interest costs on borrowing may offset or exceed the return earned on borrowed
funds (or on the assets that were retained rather than sold to meet the needs
for which funds were borrowed). Under adverse market conditions, a Portfolio
might have to sell portfolio securities to meet interest or principle payments
at a time when investment considerations would not favor such sales. Reverse
repurchase agreements and other similar investments that involve a form of
leverage have characteristics similar to borrowing, but are not considered
borrowing if a Portfolio maintains a segregated account.

9
<PAGE>

WHEN-ISSUED SECURITIES

GENERAL

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

RISKS

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

ILLIQUID SECURITIES

GENERAL

Each Portfolio may invest up to 10% of its net assets in illiquid securities.
The term "illiquid securities" means repurchase agreements not entitling the
holder to payment of principal within seven days and securities with legal or
contractual restrictions on resale or the absence of a readily available market.
Certificates of deposit and other fixed time deposits that carry an early
withdrawal penalty or mature in greater than seven days are treated as illiquid
securities if there is no readily available market for the instrument.

RISKS

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

DETERMINATION OF LIQUIDITY

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

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

10
<PAGE>

--------------------------------------------------------------------------------
INVESTMENT LIMITATIONS
--------------------------------------------------------------------------------
Each Fund has adopted the same investment limitations as the Portfolio in which
it invests. The investment objective of a Portfolio and Fund is fundamental.
Each Portfolio and Fund have also adopted a fundamental policy which provides
that, notwithstanding any other investment policy or restriction (whether
fundamental or not), the Portfolio or Fund may invest all of its assets in the
securities of a single pooled investment fund having substantially the same
investment objectives, policies and restrictions as the Fund or Portfolio, as
applicable.

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

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

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

FUNDAMENTAL LIMITATIONS

GOVERNMENT PORTFOLIO

The Portfolio may not:

DIVERSIFICATION With respect to 75% of its assets, purchase securities, other
than a Government Security, 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.

CONCENTRATION Purchase securities, other than 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.

For purposes of concentration: (1) loan participations are considered to be
issued by both the issuing bank and the underlying corporate borrower; (2)
utility companies are divided according to their services (for example, gas, gas
transmission, electric and telephone will each be considered a separate
industry); and (3) financial service companies will be classified according to
the end users of their services, for example, automobile finance, bank finance
and diversified finance will each be considered a separate industry.

UNDERWRITING 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.

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

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

11
<PAGE>

BORROWING 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 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.

SENIOR SECURITIES 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.

LENDING Make loans, except that the Portfolio may: (1) purchase debt securities
which are otherwise permissible investments; (2) enter into repurchase
agreements; and (3) lend portfolio securities, but not in an amount greater than
33 1/3% of the value of the Portfolio's total assets.

PLEDGING 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.

OPTIONS Write put and call options.

INVESTING FOR CONTROL Invest for the purpose of exercising control over any
person.

RESTRICTED SECURITIES Purchase restricted securities.

TREASURY CASH PORTFOLIO, GOVERNMENT CASH PORTFOLIO, CASH PORTFOLIO AND MUNICIPAL
CASH PORTFOLIO

Each Portfolio may not:

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

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

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

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

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

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

12
<PAGE>

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

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

THRIFT INVESTOR LIMITATIONS With respect to Government Cash Portfolio, purchase
or hold any security that: (1) 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 (2) pursuant to
12 C.F.R. Section 566.1 would cause shares of the Portfolio not to be deemed to
be short term liquid assets when owned by Federally chartered savings
associations.

NONFUNDAMENTAL LIMITATIONS

GOVERNMENT PORTFOLIO

The Portfolio may not:

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

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

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

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

TREASURY CASH PORTFOLIO, GOVERNMENT CASH PORTFOLIO, CASH PORTFOLIO AND MUNICIPAL
CASH PORTFOLIO

Each Portfolio may not:

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

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

13
<PAGE>

--------------------------------------------------------------------------------
INVESTMENTS BY FINANCIAL INSTITUTIONS
--------------------------------------------------------------------------------
INVESTMENT BY SHAREHOLDERS THAT ARE BANKS - GOVERNMENT CASH PORTFOLIO

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 investment portfolio will be modified accordingly, including
disposing of Portfolio securities or other instruments that no longer qualify
under the Guidelines. In addition, the Portfolio does not intend to hold 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 the 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 interests
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 Portfolio 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.
There are various subjective criteria for making this determination and,
therefore, it is not possible to provide any assurance as to how Portfolio
interests will be evaluated by bank examiners.

Before acquiring shares of Daily Assets Government Obligations Fund, 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.

Shares of Daily Assets Government Obligations Fund 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 the Fund for
the purpose of verifying compliance with applicable Federal banking laws,
regulations and policies.

National banks generally must review their investment holdings of Daily Assets
Government Obligations Fund at least quarterly to ensure compliance with
established bank policies and legal requirements. Upon request, Government Cash
Portfolio will make available to Daily Assets Government Obligations Fund's
investors' information relating to the size and composition of its portfolio.

14
<PAGE>

INVESTMENT BY SHAREHOLDERS THAT ARE CREDIT UNIONS -

GOVERNMENT CASH PORTFOLIO AND TREASURY CASH PORTFOLIO

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 Government Securities
(including Treasury STRIPS) and repurchase agreements fully collateralized by
Government Securities. Certain Government Securities owned by a Portfolio may be
mortgage or asset backed, but no such security will be: (1) a stripped mortgage
backed security ("SMBS"); (2) a CMO or real estate mortgage investment conduit
("REMIC") that does not meet all of the tests outlined in 12 C.F.R. Section
703.100(e); or (3) a residual interest in a CMO or REMIC. Each Portfolio also
may invest in reverse repurchase agreements in accordance with 12 C.F.R.
703.100(j) to the extent otherwise permitted herein and in the Prospectuses.

INVESTMENTS BY SHAREHOLDERS THAT ARE SAVINGS ASSOCIATIONS -
GOVERNMENT CASH PORTFOLIO

Government Cash Portfolio limits its investments to those 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 Portfolio limits its investments to those 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).

--------------------------------------------------------------------------------
PERFORMANCE DATA AND ADVERTISING
--------------------------------------------------------------------------------
PERFORMANCE DATA

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

A Fund may compare any of its performance information with:

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

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

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

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

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

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

15
<PAGE>

PERFORMANCE CALCULATIONS

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

SEC YIELD

Yield quotations for a Fund or class will include an annualized historical
yield, carried at least to the nearest hundredth of one percent. Yield
quotations are based on a specific seven-calendar-day period and are calculated
by (1) dividing the net change in the value of the Fund during the seven-day
period 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 (2) multiplying the quotient
by 365/7. The net change in account value reflects the value of additional
shares purchased with dividends declared 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 is calculated by compounding the
current yield quotation for such period by adding 1 to the product, raising the
sum to a power equal to 365/7, and subtracting 1 from the result. The
standardized tax equivalent yield is the rate an investor would have to earn
from a fully taxable investment in order to equal a Fund's yield after taxes.
Tax equivalent yields are calculated by dividing a Fund's yield by one minus the
stated Federal or combined Federal and state tax rate. If a portion of a Fund's
yield is tax-exempt, only that portion is adjusted in the calculation.

TOTAL RETURN CALCULATIONS

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

AVERAGE ANNUAL TOTAL RETURN

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

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

P(1+T)n = ERV

Where:

P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years

ERV = ending redeemable value: ERV is the value, at the end of
the applicable period, of a hypothetical $1,000 payment made
at the beginning of the applicable period

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

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

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

16
<PAGE>

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

Any total return may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments and/or a series of
redemptions over any time period.

Period total return is calculated according to the following formula:

PT = (ERV/P-1)

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

OTHER MATTERS

A Fund or class may also include various information in its advertising, sales
literature, shareholder reports or other materials including, but not limited
to: (1) portfolio holdings and portfolio allocation as of certain dates, such as
portfolio diversification by instrument type, by instrument, by location of
issuer or by maturity; (2) statements or illustrations relating to the
appropriateness of types of securities and/or mutual funds that may be employed
by an investor to meet specific financial goals, such as funding retirement,
paying for children's education and financially supporting aging parents; (3)
information (including charts and illustrations) showing the effects of
compounding interest (compounding is the process of earning interest on
principal plus interest that was earned earlier; interest can be compounded at
different intervals, such as annually, quarterly or daily); (4) information
relating to inflation and its effects on the dollar (For example, after ten
years the purchasing power of $25,000 would shrink to $16,621, $14,968, $13,465
and $12,100, respectively, if the annual rates of inflation were 4%, 5%, 6% and
7%, respectively); (5) biographical descriptions of a Portfolio's portfolio
managers and the portfolio management staff of a Portfolio's Adviser, summaries
of the views of the portfolio managers with respect to the financial markets, or
descriptions of the nature of the Adviser's and its staff's management
techniques; (6) the results of a hypothetical investment in a Fund or class over
a given number of years, including the amount that the investment would be at
the end of the period; (7) the effects of investing in a tax-deferred account,
such as an individual retirement account or Section 401(k) pension plan; (8) the
net asset value, net assets or number of shareholders of a Fund or class as of
one or more dates; and (9) a comparison of a Fund's or class' operations to the
operations of other funds or similar investment products, such as a comparison
of the nature and scope of regulation of the products and the products' weighted
average maturity, liquidity, investment policies, and the manner of calculating
and reporting performance.

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

17
<PAGE>

The names of the Trustees and officers of the Trust, their position with the
Trust, address, date of birth and principal occupations during the past five
years are set forth below. Each Trustee who is an "interested person" (as
defined by the 1940 Act) of the Trust is indicated by an asterisk (*). The Board
formulates the general policies of each Fund and meets periodically to review
each Fund's performance, monitor investment securities and practices, and
discuss other matters affecting each Fund.
<TABLE>
<S> <C> <C>

NAME, POSITION WITH PRINCIPAL OCCUPATION(S) DURING
AGE AND ADDRESS THE TRUST PAST 5 YEARS

John Y. Keffer* Chairman and Member and Director, Forum Financial Group, LLC (a mutual fund
Born: July 15, 1942 President services holding company)
Two Portland Square Director, Forum Fund Services, LLC (Trust's underwriter)
Portland, ME 04101 Officer of six other investment companies for which Forum Financial
Group, LLC provides services

............................. .................. ......................................................................

Costas Azariadis Trustee Professor of Economics, University of California-Los Angeles
Born: February 15, 1943 Visiting Professor of Economics, Athens University of Economics and
Department of Economics Business 1998 - 1999
University of California Trustee of one other investment company for which Forum Financial
Los Angeles, CA 90024 Group, LLC provides services
............................. .................. ......................................................................
James C. Cheng Trustee President, Technology Marketing Associates
Born: July 26, 1942 (marketing company for small and medium sized businesses in New
27 Temple Street England)
Belmont, MA 02718 Trustee of one other investment company for which Forum Financial
Group, LLC provides services

............................. .................. ......................................................................

J. Michael Parish Trustee Partner, Thelen Reid & Priest LLP (law firm) since 1995
Born: November 9, 1943 Trustee of one other investment company for which Forum Financial
40 West 57th Street Group, LLC provides services
New York, NY 10019

............................. .................. ......................................................................

Thomas G. Sheehan Vice President Director of Relationship Management, Forum Financial Group, LLC
Born: July 15, 1954 since 1993
Two Portland Square Officer of five other investment companies for which Forum Financial
Portland, ME 04101 Group, LLC provides services
............................. .................. ......................................................................
Dale J. Denno Vice President General Counsel, Forum Financial Group LLC
Born: May 1, 1950 Vice President of Marketing and Product Development, UNUM Provident
Two Portland Square Insurance Company 1995 - 2000
Portland, ME 04101

............................. .................. ......................................................................

Ronald H. Hirsch Treasurer Managing Director, Operations/Finance and Operations/Sales, Forum
Born: October 14, 1943 Financial Group, LLC since 1999
Two Portland Square Member of the Board - Citibank Germany 1991 - 1998
Portland, ME 04101 Officer of six other investment companies for which Forum Financial
Group, LLC provides services

............................. .................. ......................................................................

Leslie K. Klenk Secretary Counsel, Forum Financial Group, LLC since 1998
Born: August 24, 1964 Associate General Counsel, Smith Barney Inc. (brokerage firm) 1993 -
Two Portland Square 1998
Portland, ME 04101 Officer of two other investment companies for which Forum Financial
Group, LLC provides services

</TABLE>

18
<PAGE>

COMPENSATION OF TRUSTEES AND OFFICERS

Effective February 7, 2000, each Trustee of the Trust will be paid a quarterly
retainer of $1,500 for his service to the Trust. In addition, each Trustee will
be paid a fee of $750 for each Board meeting attended (whether in person or by
electronic communication). Trustees are also reimbursed for travel and related
expenses incurred in attending Board meetings. Mr. Keffer receives no
compensation (other than reimbursement for travel and related expenses) for his
service as Trustee of the Trust. No officer of the Trust is compensated by the
Trust, but officers are reimbursed for travel and related expenses incurred in
attending Board meetings held outside of Portland, Maine.

The following table sets forth the fees paid to each Trustee by the Funds and
the Fund Complex, which includes all series of Forum Funds and Core Trust.

TOTAL COMPENSATION FROM
COMPENSATION TRUST AND
TRUSTEE FROM THE FUNDS FUND COMPLEX
John Y. Keffer $0 $0
Costas Azariadis $4,566 $17,800
James C. Cheng $4,566 $17,800
J. Michael Parish $4,566 $17,800

TRUSTEES AND OFFICERS OF CORE TRUST

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

NAME, POSITION WITH PRINCIPAL OCCUPATION(S) DURING
AGE AND ADDRESS THE TRUST PAST 5 YEARS

................................ ................. ..................................................................

Costas Azariadis Trustee Professor of Economics, University of California-Los Angeles
Born: February 15, 1943 Visiting Professor of Economics, Athens University of Economics
Department of Economics and Business 1998 - 1999
University of California Trustee of one other investment company for which Forum
Los Angeles, CA 90024 Financial Group, LLC provides services
................................ ................. ..................................................................
James C. Cheng Trustee President, Technology Marketing Associates
Born: July 26, 1942 (marketing company for small and medium sized businesses in New
27 Temple Street England)
Belmont, MA 02718 Trustee of one other investment company for which Forum
Financial Group, LLC provides services

................................ ................. ..................................................................

J. Michael Parish Trustee Partner, Thelen Reid & Priest LLP (law firm) since 1995
Born: November 9, 1943 Trustee of one other investment company for which Forum
40 West 57th Street Financial Group, LLC provides services
New York, NY 10019

................................ ................. ..................................................................

David I. Goldstein Vice President Director, Forum Administrative Services, LLC and
Born: August 3, 1961 Secretary, Forum Financial Group, LLC
Two Portland Square Managing Director and General Counsel, Forum Financial Group,
Portland, ME 04101 LLC 1991 to 2000

................................ ................. ..................................................................

19
<PAGE>

NAME, POSITION WITH PRINCIPAL OCCUPATION(S) DURING
AGE AND ADDRESS THE TRUST PAST 5 YEARS

................................ ................. ..................................................................

Ronald H. Hirsch Treasurer Managing Director, Operations and Sales, Forum Financial Group,
Born: October 14, 1943 LLC since 1999
Two Portland Square Member of the Board, Citibank Germany 1991-1998
Portland, ME 04101 Officer of six other investment companies for which Forum
Financial Group, LLC provides services

................................ ................. ..................................................................

Leslie K. Klenk Secretary Counsel, Forum Financial Group, LLC since 1998
Born: August 24, 1964 Associate General Counsel, Smith Barney Inc. (brokerage firm)
Two Portland Square 1993 - 1998
Portland, ME 04101 Officer of two other investment companies for which Forum
Financial Group, LLC provides services

</TABLE>
INVESTMENT ADVISER

SERVICES

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

FEES

The Adviser's fees are calculated as a percentage of the Portfolio's average net
assets.

Table 1 in Appendix C shows the dollar amount payable by each Portfolio to the
Adviser, the amount of fees waived by the Adviser, and the actual fee paid by
each Portfolio. This information is for the past three fiscal years.

OTHER

The Adviser's agreement with respect to a Portfolio must be approved at least
annually by the Core Trust Board or by majority vote of the interestholders of a
Portfolio, and in either case by a majority of the Core Trust Trustees who are
not parties to the agreement or interested persons of any such party
("Disinterested Trustees").

The agreement is terminable with respect to each Portfolio without penalty by
the Core Trust Board on 60 days' written notice when authorized either by
majority vote of the Portfolio's interestholders or by a majority vote of the
Core Trust Board, or by the Adviser on 90 days' written notice to Core Trust.
The agreement terminates immediately upon assignment. Under the agreement, the
Adviser is not liable for any action or inaction in the absence of bad faith,
willful misconduct or gross negligence in the performance of its duties.

DISTRIBUTOR

SERVICES

FFS serves as the distributor (also known as principal underwriter) of each
Fund's shares pursuant to a distribution agreement with the Trust. FFS is
located at Two Portland Square, Portland, Maine 04101 and is a registered
broker-dealer and member of the National Association of Securities Dealers, Inc.

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<PAGE>

FFS acts as the representative of the Trust in connection with the offering of a
Fund's shares. FFS continually distributes shares of each Fund on a best effort
basis. FFS has no obligation to sell any specific quantity of Fund shares.

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

FFS may enter into agreements with selected broker-dealers, banks or other
financial institutions for distribution of Fund shares. These financial
institutions may charge a fee for their services and may receive shareholders
service fees even though Fund shares are sold with sales charges or distribution
fees. These financial institutions may otherwise act as FFS' agents and will be
responsible for promptly transmitting purchase, redemption and other requests to
each Fund.

FEES

FFS does not receive a fee for any distribution services performed under the
Distribution Agreement.

OTHER

FFS's agreement with respect to a Fund must be approved at least annually by the
Board or by majority vote of the shareholders of that Fund, and in either case
by a majority of the Disinterested Trustees.

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

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

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

DISTRIBUTION PLAN - INVESTOR SHARE CLASS

In accordance with Rule 12b-1 under the 1940 Act, the Trust has adopted a
distribution plan (the "Plan") for the Investor Shares of each Fund. The Plan
provides for payment to FFS of a Rule 12b-1 fee at the annual rate of up to
0.50% of the average daily net assets of the Investor Shares of each Fund
(except Daily Assets Government Fund) as compensation for FFS' services as
distributor. FFS also receives a fee at an annual rate of 0.15% of the average
daily net assets of the Investor Shares of Daily Assets Government Fund as
compensation for its services under the Plan. The Board's approval of the Plan
was contingent on the Trust limiting any payments under the Plan to 0.30% of the
average daily net assets of the Investor Shares of each Fund (except Daily
Assets Government Fund) without further Board approval.

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

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<PAGE>

The Plan provides that all written agreements relating to the Plan must be
approved by the Board, including a majority of the Trustees who are not
interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or in any agreement related to the Plan
("Disinterested Trustees"). In addition, the Plan (as well as the Distribution
Agreement) requires the Trust and FFS to prepare and submit to the Board, at
least quarterly, and the Board to review, written reports setting forth all
amounts expended under the Plan and identifying the activities for which those
expenditures were made. The Plan obligates each Fund to compensate FFS for its
services and not to reimburse it for expenses incurred.

The 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
Disinterested Trustees. The Plan further provides that it may not be amended to
materially increase the costs which the Trust bears for distribution pursuant to
the Plan without shareholder approval and that other material amendments of the
Plan must be approved by the Disinterested Trustees. The Board may terminate the
Plan with respect to the Investor Shares of a Fund at any time by majority vote
of the Disinterested Trustees. The Plan may be terminated with respect to
Investor Shares of a Fund or by majority vote of those shareholders.

Table 2 in Appendix C shows the dollar amount of fees payable under the Plan
with respect to each Fund. This information is provided for the past three
years.

OTHER FUND SERVICE PROVIDERS

ADMINISTRATOR - THE TRUST

FAdS serves as administrator pursuant to an administration agreement with the
Trust. FAdS is responsible for supervising the overall management of the Trust,
providing the Trust with general office facilities and providing persons
satisfactory to the Board to serve as officers of the Trust.

For its services, FAdS receives a fee from each Fund at an annual rate of 0.05%
of the average daily net assets of each Fund.

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

Under the agreement, FAdS is not liable for any action or inaction in the
absence of bad faith, willful misconduct or gross negligence in the performance
of its duties. FAdS and certain related parties (such as FAdS' officers and
persons who control FAdS) are indemnified by the Trust against any and all
claims and expenses related to FAdS' actions or omissions that are consistent
with FAdS' contractual standard of care.

ADMINISTRATOR - CORE TRUST

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

The Core Administration Agreement provides that FAdS shall not be liable to Core
Trust (or any of Core Trust's interestholders) for any action or inaction in the
administration of Core Trust, except for bad faith, willful misfeasance or gross
negligence in the performance of FAdS' duties or obligations or by reason of
FAdS' reckless disregard of its duties and obligations under the agreement. The
Core Administration Agreement is terminable with respect to a Portfolio at any
time, without penalty, by the Core Trust Board or FAdS on 60 days' written
notice.

22
<PAGE>

Table 3 in Appendix C shows the dollar amount of the fees payable by each Fund
to FAdS, the amount of the fee waived by FAdS, and the actual fees paid by each
Fund. The table provides similar information for each Portfolio. This
information is for the past three fiscal years.

TRANSFER AGENT

FSS serves as transfer agent and distribution paying agent pursuant to a
transfer agency agreement with the Trust. FSS maintains an account for each
shareholder of record of a Fund and is responsible for processing purchase and
redemption requests and paying distributions to shareholders of record. FSS is
located at Two Portland Square, Portland, Maine 04101 and is registered as a
transfer agent with the SEC.

For its services, each Fund pays FSS 0.25% of the average daily net assets of
the Fund plus an annual fee of $12,000 and $18 per shareholder account. The fee
is accrued daily by each Fund and is paid monthly based on the average net
assets for the previous month.

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

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

Table 4 in Appendix C shows the dollar amount of the fees payable by each Fund
to FSS, the amount of the fee waived by FSS, and the actual fees. This
information is for the past three fiscal years.

SHAREHOLDER SERVICE PLAN

The Trust has adopted a shareholder service plan ("Shareholder Service Plan")
with respect to Institutional Service Shares and Investor Shares of each Fund.
Under the Shareholder Service Plan, a Fund may pay FAdS a shareholder servicing
fee at an annual rate of 0.25% of the average daily net assets of each class.
FAdS may pay any or all amounts of these payments to various institutions that
provide shareholder servicing to their customers holding Institutional Service
Shares or Investor Shares.

Any material amendment to the Shareholder Service Plan must be approved by a
majority of the Disinterested Trustees. The Plan may be terminated without
penalty at any time by a vote of a majority of the Disinterested Trustees.

FAdS 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: (1) answer shareholder inquiries regarding the
manner in which purchases, exchanges and redemptions of shares of a Fund may be
effected and other matters pertaining to the Trust's services; (2) provide
necessary personnel and facilities to establish and maintain shareholder
accounts and records; (3) assist shareholders in arranging for processing
purchase, exchange and redemption transactions; (4) arrange for the wiring of
funds; (5) guarantee shareholder signatures in connection with redemption orders
and transfers and changes in shareholder-designated accounts; (6) integrate
periodic statements with other shareholder transactions; and (7) provide such
other related services as the shareholder may request.

In offering or redeeming Fund shares, some shareholder servicing agents also may
impose certain conditions on their customers, subject to the terms of a Fund'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 a Fund with
respect to assets invested in the Fund. These shareholder servicing agents may
elect to credit against the fees payable to it by

23
<PAGE>

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 a Fund.

Table 5 in Appendix C shows the dollar amount of fees payable by each class of
each Fund to FAdS, the amount of the fees waived by FAdS and the actual fees
paid by each class. This information is for the past three fiscal years (or
shorter period depending on a Class's commencement of operations).

FUND ACCOUNTANT - THE TRUST

FAcS serves as fund accountant pursuant to an accounting agreement with the
Trust. FAcS provides fund accounting services to each Fund. These services
include calculating the NAV of each Fund and preparing the Fund's financial
statements and tax returns.

FAcS receives a fee from each Fund at an annual rate of $36,000 plus $2,200 for
the preparation of tax returns and certain surcharges based upon the number and
type of the Fund's portfolio transactions and positions. The fee is accrued
daily by each Fund and is paid monthly based on the transactions and positions
for the previous month.

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

Under the agreement, FAcS is not liable to the Trust or any of the Trust's
shareholders for any action or inaction in the absence of bad faith, willful
misconduct or gross negligence in the performance of its duties. FAcS and
certain related parties (such as FAcS' officers and persons who control FAcS)
are indemnified by the Trust against any and all claims and expenses related to
FAcS's actions or omissions that are consistent with FAcS' contractual standard
of care.

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

FUND ACCOUNTANT - CORE TRUST

FAcS performs similar services for the Portfolios pursuant to a portfolio and
unitholder accounting agreement ("Core Accounting Agreement"). The Core
Accounting Agreement must be approved annually by the Core Trust Board. The Core
Accounting Agreement may be terminated with respect to a Portfolio, without
penalty, by the Core Trust Board or FAcS on 60 days' written notice to the
Trust. FAcS is required to use its best judgment and efforts in rendering fund
accounting services and is not liable to Core Trust for any action or inaction
in the absence of bad faith, willful misconduct or gross negligence.

.
Table 6 in Appendix C shows the dollar amount of the fees payable by each Fund
to FAcS, the amount of the fee waived by FAcS, and the actual fees paid by each
Fund. The table also includes similar information for each Portfolio. This
information is for the past three fiscal years.

CUSTODIAN

As custodian, pursuant to an agreement with Core Trust, Forum Trust, LLC
("Custodian") safeguards and controls each Portfolio's cash and securities,
determines income and collects interest on Portfolio investments. The Custodian
may employ subcustodians to provide custody of a Portfolio's domestic and
foreign assets. The Custodian is located at Two Portland Square, Portland, ME
04101.

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<PAGE>

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

SUBCUSTODIAN

Union Bank of California, N.A. serves as subcustodian of each Portfolio. The
Subcustodian is located at 445 South Figueroa Street, 5th Floor, Los Angeles, CA
90071.

LEGAL COUNSEL

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

INDEPENDENT AUDITORS

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

--------------------------------------------------------------------------------
PORTFOLIO TRANSACTIONS
--------------------------------------------------------------------------------

Each Fund invests substantially all of its assets in its corresponding Portfolio
and not directly in portfolio securities. Therefore, a Fund does not engage in
portfolio transactions.

Purchases and sales of portfolio securities by each Portfolio usually are
principal transactions. Portfolio securities are normally purchased directly
from the issuer or from an underwriter or market maker for the securities.
Purchases from underwriters include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers serving as market makers
include the spread between the bid and asked price. There are usually no
brokerage commissions paid for any purchases. Core Trust does not anticipate
that the Portfolios will pay brokerage commissions. However, in the event a
Portfolio pays brokerage commissions or other transaction-related compensation,
the payments may be made to broker-dealers who pay expenses of the Portfolio
that the Portfolio would otherwise be obligated to pay itself. Any transaction
for which a 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.

Allocations of transactions to dealers and the frequency of transactions are
determined for each Portfolio by the Adviser in its best judgment and in a
manner deemed to be in the best interest of interestholders 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. The
Adviser monitors the creditworthiness of counterparties to a Portfolio's
transactions and intends to enter into a transaction only when it believes that
the counterparty presents minimal and appropriate credit risks. No portfolio
transactions are executed with FIA or any of its affiliates.

No Portfolio paid brokerage commissions during fiscal years ended August 31,
1998, 1999 and 2000.

OTHER ACCOUNTS OF THE ADVISER

Investment decisions for a Portfolio are made independently from those of any
other account or investment company that is or may in the future become advised
by the Adviser or its affiliates. Investment decisions are the product of many
factors, including suitability for the particular client involved. Thus, a
particular security may be bought or sold for certain clients even though it
could have been bought or sold for other clients at the same time. Likewise, a
particular security may be bought for one or more clients when one or more
clients are selling the security. In some instances, one client may sell a
particular security to another client. In addition, two or more clients may
simultaneously purchase or sell the same security, in which event, each day's
transactions in such security are, insofar as is possible, averaged as to price
and allocated between such clients in a manner which, in the Adviser's

25
<PAGE>

opinion, is equitable to each and in accordance with the amount being purchased
or sold by each. There may be circumstances when purchases or sales of a
portfolio security for one client could have an adverse effect on another client
that has a position in that security. When purchases or sales of the same
security for a Portfolio and other client accounts managed by the Adviser occurs
contemporaneously, the purchase or sale orders may be aggregated in order to
obtain any price advantages available to large denomination purchases or sales.

SECURITIES OF REGULAR BROKER-DEALERS

Table 7 of Appendix C details a Portfolio's investments in dealers (or their
parent companies) with whom it conducted portfolio transactions as of August 31,
2000.

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PURCHASE AND REDEMPTION INFORMATION
--------------------------------------------------------------------------------
GENERAL INFORMATION

Shareholders of record may purchase or redeem shares or request any shareholder
privilege in person at the offices of FSS located at Two Portland Square,
Portland, Maine 04101.

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

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

ADDITIONAL PURCHASE INFORMATION

The distributor sells shares of each Fund on a continuous basis.

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

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

IRAS

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

Each Fund, except Daily Assets Municipal Fund, may be a suitable investment
vehicle for part or all of the assets held in Traditional or Roth Individual
Retirement Accounts (collectively, "IRAs"). Call the Funds at 1-800-94FORUM to
obtain an IRA account application. Generally, all contributions and investment
earnings in an IRA will be tax-deferred until withdrawn. If certain requirements
are met, investment earnings held in a Roth IRA will not be taxed even when
withdrawn. You may contribute up to $2,000 annually to an IRA. Only
contributions to Traditional IRAs are tax-deductible (subject to certain
requirements). However, that deduction may be reduced if you or your spouse is
an active participant in an employer-sponsored retirement plan and you have
adjusted gross income above certain levels. Your ability to contribute to a Roth
IRA also may be restricted if you or, if you are married, you and your spouse
have adjusted gross income above certain levels.

Your employer may also contribute to your IRA as part of a Savings Incentive
Match Plan for Employees, or "SIMPLE plan," established after December 31, 1996.
Under a SIMPLE plan, you may contribute up to $6,000 annually to your IRA, and
your employer must generally match such contributions up to 3% of your annual
salary. Alternatively, your employer may elect to contribute to your IRA 2% of
the lesser of your earned income or $160,000.

26
<PAGE>

This information on IRAs is based on regulations in effect as of January 1, 1998
and summarizes only some of the important federal tax considerations affecting
IRA contributions. These comments are not meant to be a substitute for tax
planning. Consult your tax advisors about your specific tax situation.

UGMAS/UTMAS

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

PURCHASES THROUGH FINANCIAL INSTITUTIONS

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

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

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

In offering or redeeming Fund shares, some shareholder servicing agents also may
impose certain conditions on their customers, subject to the terms of the Funds'
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.

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

LOST ACCOUNTS

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

ADDITIONAL REDEMPTION INFORMATION

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

27
<PAGE>

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

SUSPENSION OF RIGHT OF REDEMPTION

The right of redemption may not be suspended, except for any period during
which: (1) the New York Stock Exchange is closed (other than customary weekend
and holiday closings) or during which the SEC determines that trading thereon is
restricted; (2) an emergency (as determined by the SEC) exists as a result of
which disposal by a Fund of its securities is not reasonably practicable or as a
result of which it is not reasonably practicable for a Fund fairly to determine
the value of its net assets; or (3) the SEC may by order permit for the
protection of the shareholders of a Fund.

REDEMPTION IN KIND

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

DISTRIBUTIONS

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

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

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TAXATION
--------------------------------------------------------------------------------

The tax information set forth in the Prospectuses and the information in this
section relates solely to U.S. Federal income tax law and assumes that each Fund
qualifies as a regulated investment company (as discussed below). This
information is only a summary of certain key Federal income tax considerations
affecting each Fund and its shareholders. No attempt has been made to present a
complete explanation of the Federal tax treatment of the Funds or the
implications to shareholders. The discussions here and in the Prospectuses are
not intended as substitutes for careful tax planning.

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

28
<PAGE>

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

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

QUALIFICATION AS A REGULATED INVESTMENT COMPANY

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

MEANING OF QUALIFICATION

As a regulated investment company, a Fund will not be subject to Federal income
tax on the portion of its investment company taxable income (that is, taxable
interest, short-term capital gains and other taxable ordinary income, net of
expenses) and net capital gain (that is, the excess of its net long-term capital
gain over its net short-term capital loss) that it distributes to shareholders.
In order to qualify as a regulated investment company, a Fund must satisfy the
following requirements:

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

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

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

FAILURE TO QUALIFY

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

Failure to qualify as a regulated investment company would have a negative
impact on a Fund's income and performance. It is possible that a Fund will not
qualify as a regulated investment company in any given tax year.

FUND DISTRIBUTIONS

Each Fund anticipates distributing substantially all of its net investment
income for each tax year.

Each Fund anticipates distributing substantially all of its net capital gain, if
any, for each tax year. These distributions generally are made only once a year,
but a Fund may make additional distributions of net capital gain at any time
during the year. These distributions are taxable to you as long-term capital
gain, regardless of how long you have held shares.

29
<PAGE>

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

Distributions by a Fund that do not constitute ordinary income dividends or
capital gain dividends will be treated as a return of capital. Return of capital
distributions reduce your tax basis in the shares.

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

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

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

FEDERAL EXCISE TAX

A 4% non-deductible excise tax is imposed on a regulated investment company that
fails to distribute in each calendar year an amount equal to: (1) 98% of its
ordinary taxable income for the calendar year; and (2) 98% of its capital gain
net income for the one-year period ended on October 31 of the calendar year. The
balance of each Fund's investment must be distributed during the next calendar
year. Each Fund will be treated as having distributed any amount on which it is
subject to income tax for any tax year.

For purposes of calculating the excise tax, each Fund reduces its capital gain
net income (but not below its net capital gain) by the amount of any net
ordinary loss for the calendar year.

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

BACKUP WITHHOLDING

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

FOREIGN SHAREHOLDERS

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

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

30
<PAGE>

generally will be exempt from U.S. Federal income tax on gain realized on the
sale of shares of a Fund capital gain distributions from a Fund, and amounts
retained by a Fund that are designated as undistributed capital gain.

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

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

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

STATE AND LOCAL TAXES

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

--------------------------------------------------------------------------------
OTHER MATTERS
--------------------------------------------------------------------------------
THE TRUST AND ITS SHAREHOLDERS

GENERAL INFORMATION

The Trust was organized as a business trust under the laws of the State of
Delaware on August 29, 1995. On January 5, 1996, the Trust succeeded to the
assets and liabilities of Forum Funds, Inc. No Fund expects to hold
shareholders' meetings unless required by Federal or Delaware law. Shareholders
of each Fund are entitled to vote at shareholders' meetings unless a matter
relates only to a specific series or class (such as approval of an advisory
agreement for a Fund or a distribution plan). From time to time, large
shareholders may control a class of a Fund, a Fund or the Trust.

The Trust is registered as an open-end, management investment company under the
1940 Act. The Trust offers shares of beneficial interest in its series. As of
the date hereof, the Trust consisted of:

Austin Global Equity Fund Investors Equity Fund
BrownIA Growth Equity Fund Investors Growth Fund
BrownIA Small-Cap Growth Fund Investors High Grade Bond Fund
BrownIA Maryland Bond Fund Maine TaxSaver Bond Fund
Daily Assets Cash Fund(1) Mastrapasqua Growth Value Fund
Daily Assets Government Fund(1) New Hampshire TaxSaver Bond Fund
Daily Assets Government Obligations Fund(1) Payson Balanced Fund
Daily Assets Municipal Fund(1) Payson Value Fund
Daily Assets Treasury Obligations Fund(1) Polaris Global Value Fund
Equity Index Fund TaxSaver Bond Fund
Investors Bond Fund The Advocacy Fund

(1) The Trust offers shares of beneficial interest in Institutional,
Institutional Service and Investor Shares of these series. Each class of a
Fund may have a different expense ratio and its expenses will affect each
class' performance.

The Trust has an unlimited number of authorized shares of beneficial interest.
The Board may, without shareholder approval, divide the authorized shares into
an unlimited number of separate series and may divide series into classes of
shares; the costs of doing so will be borne by the Trust.

31
<PAGE>

Not all classes or Funds of the Trust may be available in the state in which you
reside. Please check with your investment professional to determine a class or
fund's availability.

The Funds are not required to maintain a code of ethics pursuant to Rule 17j-1,
as amended, of the 1940 Act (the "Rule"). However, the Portfolios' investment
adviser and the Funds' distributor have adopted codes of ethics under the Rule;
these codes permit personnel subject to the codes to invest in securities,
including securities that may be purchased or held by the Portfolios.

The Trust and each Fund will continue indefinitely until terminated.

SHAREHOLDER VOTING AND OTHER RIGHTS

Each share of each series of the Trust and each class of shares has equal
distribution, liquidation and voting rights. Fractional shares have these rights
proportionately, except that expenses related to the distribution of the shares
of each class (and certain other expenses such as transfer agency, shareholder
service and administration expenses) are borne solely by those shares. Each
class votes separately with respect to the provisions of any Rule 12b-1 plan
which pertains to the class and other matters for which separate class voting is
appropriate under applicable law. Generally, shares will be voted separately by
individual series except if: (1) the 1940 Act requires shares to be voted in the
aggregate and not by individual series; and (2) when the Trustees determine that
the matter affects more than one series and all affected series must vote. The
Trustees may also determine that a matter only affects certain classes of the
Trust and thus only those classes are entitled to vote on the matter. Delaware
law does not require the Trust to hold annual meetings of shareholders, and it
is anticipated that shareholder meetings will be held only when specifically
required by Federal or state law. There are no conversion or preemptive rights
in connection with shares of the Trust.

All shares, when issued in accordance with the terms of the offering, will be
fully paid and nonassessable.

A shareholder in a series is entitled to the shareholder's pro-rata share of all
distributions arising from that series' assets and, upon redeeming shares, will
receive the portion of the series' net assets represented by the redeemed
shares.

Shareholders representing 10% or more of the Trust's (or a series) shares may,
as set forth in the Trust Instrument, call meetings of the Trust (or series) for
any purpose related to the Trust (or series), including, in the case of a
meeting of the Trust, the purpose of voting on removal of one or more Trustees.

CERTAIN REORGANIZATION TRANSACTIONS

The Trust or any 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 a Fund. The Trustees may, without prior shareholder
approval, change the form of organization of the Trust by merger, consolidation
or incorporation. Under the Trust Instrument, the Trustees may, without
shareholder vote, cause the Trust or certain series 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 OWNERSHIP

As of December 1, 2000, the Trustees and officers of the Trust in the aggregate
owned less than 1% of the outstanding Shares of each Fund and class.

Also as of that date, certain shareholders of record owned 5% or more of a Fund
or class. These shareholders and any shareholder known by a Fund to own
beneficially 5% or more of a Fund are listed in Table 8 in Appendix C.

From time to time, certain shareholders may own a large percentage of the shares
of a Fund or class. Accordingly, those shareholders may be able to require the
Trust to hold a shareholder meeting to vote on certain issues and may

32
<PAGE>

be able to greatly affect (if not determine) the outcome of a shareholder vote.
As of December 1, 2000, the following persons beneficially or of record owned
25% or more of the shares of a Fund or class (or of the Trust) and may be deemed
to control the Fund or the class (or the Trust). For each person listed that is
a company, the jurisdiction under the laws of which the company is organized (if
applicable) and the company's parents are listed.

CONTROLLING PERSON INFORMATION
<TABLE>
<S> <C> <C> <C>

DAILY ASSETS TREASURY OBLIGATIONS NAME AND ADDRESS SHARES % OF CLASS % OF FUND
FUND
Investor Shares Cheryl Barnes 1,882.960 94.38 0.00
FBO Margaret Ann Jones
3840 N Broadway #30
Boulder, CO 80304

.................................. ................. .............. ...............

Institutional Shares Stratevest & Co. 79,206,474.290 54.60 51.02
P.O. Box 2499
Brattleboro, VT 05303

.................................. ................. .............. ...............

Stratevest & Co. 65,830,523.000 45.38 42.41
P.O. Box 2499
Brattleboro, VT 05303
.................................. ................. .............. ...............
Institutional Service Shares Stratevest & Co. 2,810,898.820 27.62 1.81
P.O. Box 2499
Brattleboro, VT 05303
DAILY ASSETS GOVERNMENT FUND
.................................... .................................. ................. .............. ...............
Investor Shares Sanwa Bank California 501,372.030 61.04 1.15
1 Front Street
Floor 23
San Francisco, CA 94111

.................................. ................. .............. ...............

Institutional Shares H.M. Payson & Co 24,922,378.940 62.75 57.10
Custody Account
P.O. Box 31
Portland, ME 04112

.................................. ................. .............. ...............

H.M. Payson & Co 14,559,511.180 36.66 33.36
Trust Account
P.O. Box 31
Portland, ME 04112

.................................... .................................. ................. .............. ...............

DAILY ASSETS GOVERNMENT
OBLIGATIONS FUND

.................................... .................................. ................. .............. ...............

Investor Shares Central Computer Associates 162,794.650 52.13 0.16
DBA Techknowledge
P.O. Box 2668
227 Water Street
Augusta, ME 04338

.................................. ................. .............. ...............

Robots Road Associates 149,402.830 47.84 0.15
C/O Boulos Property Management
One Canal Plaza
Portland, ME 04101

.................................. ................. .............. ...............

Institutional Shares Stratevest & Co. 33,076,331.110 69.59 33.06
P.O. Box 2499
Brattleboro, VT 05303

.................................. ................. .............. ...............

Stratevest & Co. 13,332,101.020 28.05 13.32
P.O. Box 2499
Brattleboro, VT 05303

33
<PAGE>

.................................... .................................. ................. .............. ...............

DAILY ASSETS GOVERNMENT NAME AND ADDRESS SHARES % OF CLASS % OF FUND
OBLIGATIONS FUND
(CONTINUED)

.................................... .................................. ................. .............. ...............
.................................. ................. .............. ...............

Institutional Service Shares Stratevest & Co. 20,525,250.870 39.26 20.50
P.O. Box 2499
Brattleboro, VT 05303

.................................... .................................. ................. .............. ...............

DAILY ASSETS CASH FUND

.................................... .................................. ................. .............. ...............

Investor Shares Employee Benefit Management 261,424.440 56.73 0.32
47 Portland Street
Portland, ME 04101

.................................. ................. .............. ...............

J. K. MacMillan, Trustee 141,234.140 30.65 0.17
3621 Maplewood Avenue
Los Angeles, CA 90066

.................................. ................. .............. ...............

Institutional Shares Stratevest & Co. 7,874,617.960 27.35 9.56
P.O. Box 2499
Brattleboro, VT 05303
.................................... .................................. ................. .............. ...............
Investor Shares William A. Roberts 11,396.660 88.47 0.01
P.O. Box 579
Hinsdale, IL 60522

.................................. ................. .............. ...............

Institutional Shares Stratevest & Co. 8,220,961.570 61.59 54.56
P.O. Box 2499
Brattleboro, VT 05303

.................................. ................. .............. ...............

Stratevest & Co. 5,031,560.310 37.70 33.39
P.O. Box 2499
Brattleboro, VT 05303

.................................. ................. .............. ...............

Institutional Service Shares Amherst Nursing Home, Inc. 995,029.760 58.26 6.60
150 University Drive
Amherst, MA 01002

</TABLE>

LIMITATIONS ON SHAREHOLDERS' AND TRUSTEES' LIABILITY

Delaware law provides that Fund shareholders are entitled to the same
limitations of personal liability extended to stockholders of private
corporations for profit. The Trust's Trust Instrument (the document that governs
the operation of the Trust) contains an express disclaimer of shareholder
liability for the debts, liabilities, obligations and expenses of the Trust. The
Trust Instrument provides for indemnification out of each Fund's property of any
shareholder or former shareholder held personally liable for the obligations of
the Fund. The Trust Instrument also provides that each Fund 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 a Fund is unable to meet its
obligations.

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

REGISTRATION STATEMENT

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

34
<PAGE>

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

FINANCIAL STATEMENTS

The financial statements of the Funds and their corresponding Portfolios for the
year ended August 31, 2000, which are included in the Funds' Annual Report to
Shareholders are incorporated herein by reference. These financial statements
are the schedules of investments, statements of assets and liabilities,
statements of operations, statements of changes in net assets, financial
highlights, notes and independent auditors' reports.

35
<PAGE>

--------------------------------------------------------------------------------
APPENDIX A - DESCRIPTION OF SECURITIES RATINGS
--------------------------------------------------------------------------------
CORPORATE BONDS

MOODY'S

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

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

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

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

S&P

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

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

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

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

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

A-1
<PAGE>

FITCH

AAA Highest credit quality. `AAA' ratings denote the lowest expectation of
credit risk. They are assigned only in case of exceptionally strong
capacity for timely payment of financial commitments. This capacity is
highly unlikely to be adversely affected by foreseeable events.

AA Very high credit quality. `AA' ratings denote a very low expectation
of credit risk. They indicate very strong capacity for timely payment
of financial commitments. This capacity is not significantly
vulnerable to foreseeable events.

A High credit quality. `A' ratings denote a low expectation of credit
risk. The capacity for timely payment of financial commitments is
considered strong. This capacity may, nevertheless, be more vulnerable
to changes in circumstances or in economic conditions than is the case
for higher ratings.

SHORT TERM RATINGS

MOODY'S

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

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

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

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

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

S&P

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

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

A-2
<PAGE>

FITCH

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

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

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

A-3
<PAGE>

--------------------------------------------------------------------------------
APPENDIX B - PERFORMANCE DATA
--------------------------------------------------------------------------------
For the seven-day period ended August 31, 2000, the annualized yields of each
class of each Fund were as follows:

CURRENT YIELD EFFECTIVE YIELD

DAILY ASSETS TREASURY OBLIGATIONS FUND

Investor Shares 5.62% 5.78%
Institutional Service Shares 6.07% 6.25%
Institutional Shares 6.32% 6.52%

DAILY ASSETS GOVERNMENT FUND

Investor Shares 5.85% 6.02%
Institutional Service Shares 6.15% 6.34%
Institutional Shares 6.40% 6.61%

DAILY ASSETS GOVERNMENT OBLIGATIONS FUND

Investor Shares 5.75% 5.91%
Institutional Service Shares 6.20% 6.39%
Institutional Shares 6.45% 6.65%

DAILY ASSETS CASH FUND

Investor Shares 5.82% 5.99%
Institutional Service Shares 6.27% 6.47%
Institutional Shares 6.52% 6.73%

DAILY ASSETS MUNICIPAL FUND

Investor Shares 3.28% 3.34%
Institutional Service Shares 3.73% 3.80%
Institutional Shares 4.18% 4.27%

B-1
<PAGE>

--------------------------------------------------------------------------------
APPENDIX C - MISCELLANEOUS TABLES
--------------------------------------------------------------------------------

TABLE 1- INVESTMENT ADVISORY FEES ($)

The fees payable by the Portfolios under the Investment Advisory Agreement were:

CONTRACTUAL FEE FEE WAIVED FEE PAID

TREASURY CASH PORTFOLIO

Year ended August 31, 2000 140,443 (0) 140,443
Year ended August 31, 1999 105,930 (0) 105,930
Year ended August 31, 1998 55,735 (0) 55,735

GOVERNMENT PORTFOLIO

Year ended August 31, 2000 16,754 (16,754) 0
Year ended August 31, 1999 20,197 (0) 20,197
Year ended August 31, 1998 23,813 (0) 23,813

GOVERNMENT CASH PORTFOLIO

Year ended August 31, 2000 288,058 (0) 288,058
Year ended August 31, 1999 303,532 (0) 303,532
Year ended August 31, 1998 238,860 (0) 238,860

CASH PORTFOLIO

Year ended August 31, 2000 565,516 (0) 565,516
Year ended August 31, 1999 266,660 (0) 266,660
Year ended August 31, 1998 158,716 (0) 158,716

MUNICIPAL CASH PORTFOLIO

Year ended August 31, 2000 10,882 (10,882) 0
Year ended August 31, 1999 14,330 (0) 14,330
Year ended August 31, 1998 1,937 (0) 1,937

C-1
<PAGE>

TABLE 2 - INVESTOR SHARES' DISTRIBUTION FEES ($)

The fees payable by the Funds under the 12b-1 Distribution Plan were:

CONTRACTUAL FEE FEE WAIVED FEE PAID

DAILY ASSETS TREASURY OBLIGATIONS FUND

Year ended August 31, 2000 80 (80) 0
Year ended August 31, 1999 49 (49) 0
Year ended August 31, 1998 0 (0) 0

DAILY ASSETS GOVERNMENT FUND

Year ended August 31, 2000 994 (994) 0
Year ended August 31, 1999 712 (712) 0
Period ended August 31, 1998 0 (0) 0

DAILY ASSETS GOVERNMENT OBLIGATIONS FUND

Year ended August 31, 2000 945 (153) 792
Year ended August 31, 1999 26 (26) 0
Year ended August 31, 1998 0 (0) 0

DAILY ASSETS CASH FUND

Year ended August 31, 2000 6,585 (2,950) 3,635
Year ended August 31, 1999 640 (640) 0
Period ended August 31, 1998 0 (0) 0

DAILY ASSETS MUNICIPAL FUND

Year ended August 31, 2000 260 (260) 0
Year ended August 31, 1999 139 (139) 0
Year ended August 31, 1998 0 (0) 0

C-2
<PAGE>

TABLE 3 - ADMINISTRATION FEES ($)

The fees payable by the Funds under the Administration Agreement were:

CONTRACTUAL FEE FEE WAIVED FEE PAID

DAILY ASSETS TREASURY OBLIGATIONS FUND

Year ended August 31, 2000 57,610 (57,610) 0
Year ended August 31, 1999 52,465 (52,465) 0
Year ended August 31, 1998 24,549 (24,549) 0

DAILY ASSETS GOVERNMENT FUND

Year ended August 31, 2000 16,705 (16,705) 0
Year ended August 31, 1999 20,109 (20,109) 0
Year ended August 31, 1998 28,110 (2,864) 25,246

DAILY ASSETS GOVERNMENT OBLIGATIONS FUND

Year ended August 31, 2000 34,779 (31,040) 3,739
Year ended August 31, 1999 22,178 (22,178) 0
Year ended August 31, 1998 4,115 (4,115) 0

DAILY ASSETS CASH FUND

Year ended August 31, 2000 44,941 (39,394) 5,547
Year ended August 31, 1999 35,746 (35,746) 0
Year ended August 31, 1998 10,505 (10,505) 0

DAILY ASSETS MUNICIPAL FUND

Year ended August 31, 2000 10,867 (10,867) 0
Year ended August 31, 1999 14,310 (14,310) 0
Year ended August 31, 1998 1,934 (1,934) 0

The fees payable by the Portfolios under the Core Administration Agreement were:

CONTRACTUAL FEE FEE WAIVED FEE PAID

TREASURY CASH PORTFOLIO

Year ended August 31, 2000 212,726 (0) 212,726
Year ended August 31, 1999 153,011 (0) 153,011
Year ended August 31, 1998 74,964 (29,678) 45,286

GOVERNMENT PORTFOLIO

Year ended August 31, 2000 16,754 (16,754) 0
Year ended August 31, 1999 20,197 (20,197) 0
Year ended August 31, 1998 28,796 (28,796) 0

GOVERNMENT CASH PORTFOLIO

Year ended August 31, 2000 436,043 (0) 436,043
Year ended August 31, 1999 438,060 (0) 438,060
Year ended August 31, 1998 317,754 (0) 317,754

CASH PORTFOLIO

Year ended August 31, 2000 857,926 (0) 857,926
Year ended August 31, 1999 385,799 (0) 385,799
Year ended August 31, 1998 212,800 (0) 212,800

MUNICIPAL CASH PORTFOLIO

Year ended August 31, 2000 10,882 (10,882) 0
Year ended August 31, 1999 14,330 (14,330) 0
Year ended August 31, 1998 1,937 (1,937) 0

C-3
<PAGE>

TABLE 4 - TRANSFER AGENCY FEES ($)

The fees payable by the Funds under the Transfer Agency Agreement were:

CONTRACTUAL FEE FEE WAIVED FEE PAID

DAILY ASSETS TREASURY OBLIGATIONS FUND

Institutional Service Shares

Year ended August 31, 2000 21,871 (11,569) 10,302
Year ended August 31, 1999 19,157 (7,223) 11,934
Year ended August 31, 1998 6,071 (6,069) 2

Institutional Shares

Year ended August 31, 2000 68,496 (5,745) 62,751
Year ended August 31, 1999 63,155 (36,847) 26,308
Year ended August 31, 1998 31,381 (31,036) 345

Investor Shares

Year ended August 31, 2000 12,178 (4,060) 8,118
Year ended August 31, 1999 12,098 (12,098) 0
Year ended August 31, 1998 843 (843) 0

DAILY ASSETS GOVERNMENT FUND
Institutional Service Shares

Year ended August 31, 2000 17,322 (8,518) 8,804
Year ended August 31, 1999 21,102 (11,025) 10,077
Year ended August 31, 1998 68,534 (53,276) 15,258

Institutional Shares

Year ended August 31, 2000 27,395 (18,354) 9,041
Year ended August 31, 1999 29,243 (20,824) 819
Year ended August 31, 1998 4,874 (4,853) 21

Investor Shares

Year ended August 31, 2000 14,255 (5,879) 8,376
Year ended August 31, 1999 12,707 (12,688) 19

DAILY ASSETS GOVERNMENT OBLIGATIONS FUND

Institutional Service Shares

Year ended August 31, 2000 48,623 (11,569) 37,054
Year ended August 31, 1999 26,211 (0) 26,211
Year ended August 31, 1998 6,869 (6,866) 3

Institutional Shares

Year ended August 31, 2000 30,893 (9,364) 21,529
Year ended August 31, 1999 28,042 (20,559) 7,483
Year ended August 31, 1998 10,816 (10,762) 54

Investor Shares

Year ended August 31, 2000 12,864 (4,711) 8,153
Year ended August 31, 1999 12,062 (12,062) 0
Year ended August 31, 1998 843 (843) 0

DAILY ASSETS CASH FUND

Institutional Service Shares

Year ended August 31, 2000 62,582 (10,670) 51,912
Year ended August 31, 1999 44,383 (0) 44,383
Year ended August 31, 1998 27,955 (15,294) 12,661

Institutional Shares

Year ended August 31, 2000 33,738 (12,708) 21,030
Year ended August 31, 1999 33,137 (18,933) 14,204
Year ended August 31, 1998 9,362 (9,311) 51

Investor Shares

Year ended August 31, 2000 18,316 (8,819) 9,497
Year ended August 31, 1999 13,095 (0) 13,095
Year ended August 31, 1998 843 (843) 0

C-4
<PAGE>

CONTRACTUAL FEE FEE WAIVED FEE PAID

DAILY ASSETS MUNICIPAL FUND

Institutional Service Shares

Year ended August 31, 2000 14,024 (4,933) 9,091
Year ended August 31, 1999 14,718 (8,585) 6,133
Year ended August 31, 1998 842 (842) 0

Institutional Shares

Year ended August 31, 2000 22,712 (5,767) 16,945
Year ended August 31, 1999 25,585 (25,072) 513
Year ended August 31, 1998 4,150 (4,126) 24

Investor Shares

Year ended August 31, 2000 12,309 (4,135) 8,174
Year ended August 31, 1999 12,173 (12,172) 1
Year ended August 31, 1998 843 (843) 0

C-5
<PAGE>

TABLE 5 - SHAREHOLDER SERVICE FEES ($)

The fees payable by the funds under the Shareholder Services Plan were:

CONTRACTUAL FEE FEE WAIVED FEE PAID
DAILY ASSETS TREASURY OBLIGATIONS FUND

Institutional Service Shares

Year ended August 31, 2000 23,735 (9,886) 13,849
Year ended August 31, 1999 17,320 (17,320) 0
Year ended August 31, 1998 2,600 (2,600) 0

Investor Shares

Year ended August 31, 2000 67 (67) 0
Year ended August 31, 1999 45 (45) 0
Period ended August 31, 1998 0 (0) 0

DAILY ASSETS GOVERNMENT FUND
Institutional Service Shares

Year ended August 31, 2000 10,188 (10,188) 0
Year ended August 31, 1999 17,533 (17,533) 0
Period ended August 31, 1998 78,274 (78,274) 0

Investor Shares

Year ended August 31, 2000 1,657 (1,657) 0
Year ended August 31, 1999 1,186 (1,186) 0

DAILY ASSETS GOVERNMENT OBLIGATIONS FUND
Institutional Service Shares

Year ended August 31, 2000 86,205 (21,140) 65,065
Year ended August 31, 1999 33,862 (29,859) 4,033
Year ended August 31, 1998 2,018 (2,018) 0

Investor Shares

Year ended August 31, 2000 787 (337) 450
Year ended August 31, 1999 26 (26) 0
Period ended August 31, 1998 0 (0) 0

DAILY ASSETS CASH FUND
Institutional Service Shares

Year ended August 31, 2000 118,498 (28,787) 89,711
Year ended August 31, 1999 77,200 (46,584) 30,616
Year ended August 31, 1998 22,439 (22,439) 0

Investor Shares

Year ended August 31, 2000 5,487 (944) 4,543
Year ended August 31, 1999 540 (540) 0
Period ended August 31, 1998 0 (0) 0

DAILY ASSETS MUNICIPAL FUND
Institutional Service Shares

Year ended August 31, 2000 4,593 (1,914) 2,679
Year ended August 31, 1999 6,491 (6,491) 0
Year ended August 31, 1998 0 (0) 0

Investor Shares

Year ended August 31, 2000 217 (217) 0
Year ended August 31, 1999 120 (120) 0
Period ended August 31, 1998 0 (0) 0

C-6
<PAGE>

TABLE 6 - FUND ACCOUNTING FEES ($)

The fees payable by the Funds under the Fund Accounting Agreement were:

CONTRACTUAL FEE FEE WAIVED FEE PAID

DAILY ASSETS TREASURY OBLIGATIONS FUND

Year ended August 31, 2000 37,500 (37,500) 0
Year ended August 31, 1999 37,250 (37,250) 0
Year ended August 31, 1998 13,323 (13,323) 0

DAILY ASSETS GOVERNMENT FUND

Year ended August 31, 2000 37,500 (37,500) 0
Year ended August 31, 1999 37,250 (37,250) 0
Year ended August 31, 1998 14,000 (4,000) 10,000

DAILY ASSETS GOVERNMENT OBLIGATIONS FUND

Year ended August 31, 2000 37,500 (37,500) 0
Year ended August 31, 1999 37,250 (37,250) 0
Year ended August 31, 1998 14,064 (14,064) 0

DAILY ASSETS CASH FUND

Year ended August 31, 2000 37,500 (37,500) 0
Year ended August 31, 1999 37,250 (37,250) 0
Year ended August 31, 1998 18,999 (12,999) 6,000

DAILY ASSETS MUNICIPAL FUND

Year ended August 31, 2000 37,500 (37,500) 0
Year ended August 31, 1999 37,250 (37,250) 0
Year ended August 31, 1998 4,198 (4,198) 0

The fees payable by the Portfolios under the Core Accounting Agreement were:

CONTRACTUAL FEE FEE WAIVED FEE PAID

TREASURY CASH PORTFOLIO

Year ended August 31, 2000 49,500 (0) 49,500
Year ended August 31, 1999 49,500 (0) 49,500
Year ended August 31, 1998 48,000 (0) 48,000

GOVERNMENT PORTFOLIO

Year ended August 31, 2000 49,500 (16,000) 33,500
Year ended August 31, 1999 49,500 (39,899) 9,601
Year ended August 31, 1998 48,000 (37,946) 10,054

GOVERNMENT CASH PORTFOLIO

Year ended August 31, 2000 49,500 (0) 49,500
Year ended August 31, 1999 49,500 (0) 49,500
Year ended August 31, 1998 48,000 (0) 48,000

CASH PORTFOLIO

Year ended August 31, 2000 49,500 (0) 49,500
Year ended August 31, 1999 49,500 (0) 49,500
Year ended August 31, 1998 48,000 (0) 48,000

MUNICIPAL CASH PORTFOLIO

Year ended August 31, 2000 61,500 (61,500) 0
Year ended August 31, 1999 49,500 (46,497) 3,003
Year ended August 31, 1998 8,800 (8,800) 0

C-7
<PAGE>

TABLE 7 - SECURITIES OF REGULAR BROKER-DEALERS ($)

As of August 31, 2000, a Portfolio's investments in dealers (or their parent
companies) with whom it conducted portfolio transactions were:

VALUE

CASH PORTFOLIO

Bank of America 95,000,000
Bear Stearns 75,000,000

C-8
<PAGE>

TABLE 8 - 5% SHAREHOLDERS

As of December 1, 2000, the shareholders listed below owned of record 5% or more
of the outstanding shares of each class of shares of the Trust. 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.

As of the same date, no shareholder beneficially owned more than 25% of the
outstanding shares of the Trust as a whole.

NAME AND ADDRESS SHARES % OF CLASS % OF FUND

DAILY ASSETS TREASURY Cheryl Barnes 1,882.960 94.38 0.00
OBLIGATIONS FUND FBO Margaret Ann Jones
Investor Shares 3840 N Broadway #30
Boulder, CO 80304

Forum Financial Group 112.070 5.62 0.00
2 Portland Square

Portland, ME 04101

Institutional Shares Stratevest & Co. 79,206,474.290 54.60 51.02
P.O. Box 2499
Brattleboro, VT 05303

Stratevest & Co. 65,830,523.000 45.38 42.41
P.O. Box 2499
Brattleboro, VT 05303

Institutional Service Shares Stratevest & Co. 2,810,898.820 27.62 1.81
P.O. Box 2499
Brattleboro, VT 05303

Holland Company, Inc. 2,081,290.580 20.45 1.34
153 Howland Ave.
Adams, MA 01220

Canyon Ranch Mgmt. LLC 1,288,966.160 12.67 0.83
C/O Midland Loan Services, Inc.
210 W 10th Street
Kansas City, MO 64105

Adams Plumbing & Heating Inc. 1,048,939.190 10.31 0.68
P.O. Box 126
Adams, MA 01220

Village Ventures Services, Inc. 915,086.910 8.99 0.59
1476 Massachusetts Ave
North Adams, MA 01247

Goodless Brothers Electric Co, 761,401.910 7.48 0.49
Inc.
100 Memorial Ave
P.O. Box 925
West Springfield, MA 01090

C-9
<PAGE>

NAME AND ADDRESS SHARES % OF CLASS % OF FUND

DAILY ASSETS GOVERNMENT FUND Sanwa Bank California 501,372.030 61.04 1.15
Investor Shares 1 Front Street
Floor 23
San Francisco, CA 94111

Institutional Shares H.M. Payson & Co 24,922,378.940 62.75 57.10
Custody Account
P.O. Box 31
Portland, ME 04112

H.M. Payson & Co 14,559,511.180 36.66 33.36
Trust Account
P.O. Box 31
Portland, ME 04112

Institutional Service Shares Lansdowne Parking Associates LP 555,604.560 17.89 1.27
C/O Meredith Management
One Bridge Street #300
Newton, MA 02458

Edgar W. Flavell, Trustee 422,712.180 13.61 0.97
2448 Sharon Oaks Drive
Menlo Park, CA 94025

Forum Trust LLC 382,850.960 12.33 0.88
IRA FBO Merne E. Young
18751 San Rufino
Irvine, CA 92612

Retirement Planning Strategies 311,921.510 10.04 0.71
MFS Small Cap Fund NY

Forum Trust LLC 246,370.000 7.93 0.56
IRA FBO Howard H. Stevenson
P.O. Box 277
Southborough, MA 01772

Retirement Planning Strategies 216,974.420 6.99 0.50
TCW Balanced Fund NY

Forum Trust LLC 166,576.530 5.36 0.38
IRA FBO Peggy L. Meehan
1109 Laurel Avenue
East Palo Alto, CA 94303

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<PAGE>

NAME AND ADDRESS SHARES % OF CLASS % OF FUND

DAILY ASSETS GOVERNMENT Central Computer Associates 162,794.650 52.13 0.16
OBLIGATIONS FUND DBA Techknowledge
Investor Shares P.O. Box 2668
227 Water Street
Augusta, ME 04338

Robots Road Associates 149,402.830 47.84 0.15
C/O Boulos Property Management
One Canal Plaza
Portland, ME 04101

Institutional Shares Stratevest & Co. 33,076,331.110 69.59 33.06
P.O. Box 2499
Brattleboro, VT 05303

Stratevest & Co. 13,332,101.020 28.05 13.32
P.O. Box 2499
Brattleboro, VT 05303

Institutional Service Shares Stratevest & Co. 20,525,250.870 39.26 20.50
P.O. Box 2499
Brattleboro, VT 05303

The Dennis Group, Inc. 11,841,849.630 22.65 11.83
1391 Main Street
Springfield, MA 01103

Auer & Co. 3,480,332.800 6.66 3.48
C/O Bankers Trust Co.
648 Grassmere Park Road
Nashville, TN 37211

DAILY ASSETS CASH FUND Employee Benefit Management 261,424.440 56.73 0.32
Investor Shares 47 Portland Street
Portland, ME 04101

J. K. MacMillan, Trustee 141,234.140 30.65 0.17
3621 Maplewood Avenue
Los Angeles, CA 90066

Institutional Shares Stratevest & Co. 7,874,617.960 27.35 9.56
P.O. Box 2499
Brattleboro, VT 05303

H.M. Payson & Co. 6,366,541.830 22.12 7.73
Trust Account
P. O. Box 31
Portland, ME 04112

C-11
<PAGE>

NAME AND ADDRESS SHARES % OF CLASS % OF FUND

DAILY ASSETS CASH FUND H.M. Payson & Co. 4,764,411.000 16.55 5.78
Institutional Shares (continued) Custody Account
P. O. Box 31
Portland, ME 04112

Maine Mutual Fire Insurance 3,825,178.580 13.29 4.64
44 Maysville Road
P. O. Box 729
Presque Isle, ME 04769

Stratevest & Co. 3,360,879.320 11.67 4.08
P.O. Box 2499
Brattleboro, VT 05303

Spectrum Medical Group, PA 2,479,301.790 8.61 3.01
300 Professional Drive
Sarborough, ME 04074

Institutional Service Shares A.W. Hastings & Co. LLC 5,238,800.360 9.86 6.36
2 Pearson Way
Enfield, CT 06082

Auer & Co. 3,070,921.700 5.78 3.73
C/O Bankers Trust Co.
648 Grassmere Park Road
Nashville, TN 37211

Auer & Co. 2,696,467.980 5.07 3.27
C/O Bankers Trust Co.
648 Grassmere Park Road
Nashville, TN 37211

DAILY ASSETS MUNICIPAL FUND William A. Roberts 11,396.660 88.47 0.01
Investor Shares P.O. Box 579
Hinsdale, IL 60522

Dennis Orzo 1,376.690 10.69 0.00
39 Amanda Lane
New Rochelle, NY 10804

Institutional Shares Stratevest & Co. 8,220,961.570 61.59 54.56
P.O. Box 2499
Brattleboro, VT 05303

Stratevest & Co. 5,031,560.310 37.70 33.39
P.O. Box 2499
Brattleboro, VT 05303

Institutional Service Shares Amherst Nursing Home, Inc. 995,029.760 58.26 6.60
150 University Drive
Amherst, MA 01002

C-12
<PAGE>

NAME AND ADDRESS SHARES % OF CLASS % OF FUND
DAILY ASSETS MUNICIPAL FUND Partyka Business Trust 359,111.410 21.03 2.38
Institutional Service Shares 495 Springfield Street
(continued) Chicopee, MA 01013

Auer & Co. 254,322.750 14.89 1.69
C/O Bankers Trust Co.
648 Grassmere Park Road
Nashville, TN 37211

PRM Environmental, Inc 99,391.700 5.82 0.66
495 Springfield Street
Chicopee, MA 01013-2806

</TABLE>

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<PAGE>

--------------------------------------------------------------------------------
APPENDIX D - ADDITIONAL ADVERTISING MATERIALS
--------------------------------------------------------------------------------

TEXT OF FORUM BROCHURE

In connection with its advertisements, a Fund may provide a description of the
Fund's investment adviser and its affiliates, which are service providers to the
Fund. A form of the text is set forth below.

"FORUM FINANCIAL GROUP OF COMPANIES

Forum Financial Group of Companies represents more than a decade of diversified
experience with every aspect of mutual funds. The Forum Family of Funds has
benefited from the informed, sharply focused perspective on mutual funds that
experience makes possible.

The Forum Family of Funds has been created and managed by affiliated companies
of Portland-based Forum Financial Group, among the nation's largest mutual fund
administrators providing clients with a full line of services for every type of
mutual fund.

The Forum Family of Funds is designed to give investment representatives and
investors a broad choice of carefully structured and diversified portfolios,
portfolios that can satisfy a wide variety of immediate as well as long-term
investment goals.

Forum Financial Group has developed its "brand name" family of mutual funds and
has made them available to the investment public and to institutions on both the
national and regional levels.

For more than a decade Forum has had direct experience with mutual funds from a
different perspective, a perspective made possible by Forum's position as a
leading designer and full-service administrator and manager of mutual funds of
all types.

Today Forum Financial Group administers and provides services for over 181
mutual funds for 17 different fund managers, with more than $70 billion in
client assets. Forum has its headquarters in Portland, Maine, and has offices in
Seattle, Bermuda, and Warsaw, Poland. In a joint venture with Bank Handlowy, the
largest and oldest commercial bank in Poland, Forum operates the only
independent transfer agent and mutual fund accounting business in Poland. Forum
directs an off-shore and hedge fund administration business through its Bermuda
office. It employs more than 390 professionals worldwide.

From the beginning, Forum developed a plan of action that was effective with
both start-up funds, and funds that needed restructuring and improved services
in order to live up to their potential. The success of its innovative approach
is evident in Forum's growth rate over the years, a growth rate that has
consistently outstripped that of the mutual fund industry as a whole, as well as
that of the fund service outsource industry.

Forum has worked with both domestic and international mutual fund sponsors,
designing unique mutual fund structures, positioning new funds within the
sponsors' own corporate planning and targeted markets.

Forum's staff of experienced lawyers, many of whom have been associated with the
Securities and Exchange Commission, have been available to work with fund
sponsors to customize fund components and to evaluate the potential of various
fund structures.

Forum has introduced fund sponsors to its unique proprietary Core and Gateway(R)
partnership, helping them to take advantage of this full-service master/feeder
structure.

Fund sponsors understand that even the most efficiently and creatively designed
fund can disappoint shareholders if it is inadequately serviced. That is the
reason why fund sponsors have relied on Forum to meet all of a fund's complex
compliance, regulatory, and filing needs.

D-1
<PAGE>

Forum's full service commitment includes providing state-of-the-art accounting
support (Forum has 7 CPAs on staff, as well as senior accountants who have been
associated with Big 6 accounting firms). Forum's proprietary accounting system
is continually upgraded and can provide custom-built modules to satisfy a fund's
specific requirements. This service is joined with transfer agency and
shareholder service groups that draw their strength both from the high caliber
of the people staffing each unit and from Forum's advanced technology support
system.

More than a decade of experience with mutual funds has given Forum practical
hands-on experience and knowledge of how mutual funds function "from the inside
out."

Forum has put that experience to work by creating the Forum Family of Funds, a
family where each member is designed and positioned for your best investment
advantage, and where each fund is serviced with the utmost attention to the
delivery of timely, accurate, and comprehensive shareholder information.

INVESTMENT ADVISERS

Forum Investment Advisors, LLC offers the services of portfolio managers with
the highest qualifications -- because without such direction, a comprehensive
and goal-oriented investment program and ongoing investment strategy are not
possible. Serving as portfolio managers for the Forum Family of Funds are
individuals with decades of experience with some of the country's major
financial institutions.

Forum Funds are also managed by the portfolio managers of H.M. Payson & Co.,
founded in Portland, Maine in 1854 and one of the oldest investment firms in the
country. Payson has approximately $1.25 billion in assets under management, with
clients that include pension plans, endowment funds, and institutional and
individual accounts.

FORUM INVESTMENT ADVISORS, LLC

Forum Investment Advisors, LLC is the largest Maine based investment adviser
with approximately $3.3 billion in assets under management. The portfolio
managers have decades of combined experience in a cross section of the country's
financial markets. The managers have specific, day-to-day experience in the
asset class portfolios they manage, bringing critical focus to meeting each
fund's explicit investment objectives. The portfolio managers have been involved
in investing the assets of large insurance companies, banks, pension plans,
individuals, and of course mutual funds. Forum Investment Advisors, LLC has a
staff of analysts and investment administrators to meet the demands of serving
shareholders in our funds.

FORUM FAMILY OF FUNDS

It has been said that mutual fund investment offerings--of which there are
nearly 10,000, with assets spread across stock, bond, and money market funds
worth more than $4 trillion--come in a rainbow of varieties. A better
description would be a "spectrum" of varieties, the spectrum graded from green
through amber and on to red. In simpler terms, from low risk investments,
through moderate to high risk. The lower the risk, the lower the possible
rewards -- the higher the risk, the higher the potential reward.

The Forum Family of Funds provides conservative investment opportunities that
reduce the risk of loss of capital, using underlying money market investments
U.S. Government securities (although the shares of the Forum Funds are neither
insured nor guaranteed by the U.S. Government or its agencies), thus cushioning
the investment against market volatility. These funds offer regular income,
ready access to your money, and flexibility to buy or sell at any time.

In the less conservative but still not aggressive category are funds in the
Forum Family that seek to provide steady income and, in certain cases, tax-free
earnings. Such investments provide important diversification to an investment
portfolio.

Growth funds in the Forum Family more aggressively pursue a high return at the
risk of market volatility. These funds include domestic and international stock
mutual funds."

D-2
<PAGE>

TEXT OF PEOPLES HERITAGE NEWS RELEASE

Peoples Heritage Financial Group, Inc. (NASDAQ:PHBK) announced today that it has
formed an alliance with a major mutual fund provider and an investment advisory
firm to expand its mutual fund offerings. The alliance with Forum Financial
Group and H.M. Payson & Company will result in 18 funds, including the unique
Maine Municipal Bond Fund and New Hampshire Bond Fund, being offered through the
branches of Peoples' affiliate banks in Maine, New Hampshire and northern
Massachusetts and the Company's trust and investment subsidiaries

'There is no secret to where financial services are moving, under one roof,"
said William J. Ryan, Chairman, President and Chief Executive Officer of Peoples
Heritage. "One only has to watch the virtually daily announcements of
consolidations in the financial sector to understand that customers are
demanding and receiving 'one-stop' financial services.

"We think we are adding the additional competitive advantage of funds that are
managed and administered close to home."

Eighteen Forum funds will be offered including two Payson funds. The tax-free
Maine and New Hampshire state bond funds are the only two such funds available
and usually invest 80% of total assets in municipal securities. Other funds
being provided by the alliance include money market, debt and equity funds.

Forum Financial, based in Portland, Maine since 1987, administers 124 funds with
more than $29 billion in assets. Forum manages mutual funds for independent
investment advisers such as Payson and for banks. Forum Investment Advisors, LLC
an affiliate, is the largest Maine-based investment adviser with approximately
$1.95 billion in fund assets under management.

"We are providing a great product set to the customers served by Peoples' nearly
200 branches in northern New England," said John Y. Keffer, Forum Financial
president, "The key today is to link a wide variety of investment options with
convergent, easy access for customers. I believe this alliance does just that."

H.M. Payson & Co., founded in 1854, is one of the nation's oldest investment
firms with nearly $1.25 billion in assets under management and $412 million in
non-managed custodial accounts. The Payson Value Fund and Payson Balanced Fund
are among the 18 offerings.

"I believe we have all the ingredients of a tremendous alliance," said John
Walker, Payson President and Managing Director. "We have the region's premier
community banking company, a community-based investment adviser, and a local
mutual fund company that operates nationally and specializes in working with
banks. We are poised to provide solid investment performance and service."

People's Heritage Financial Group is a $10 billion multi-state bank and
financial services holding company headquartered in Portland, Maine. Its Maine
banking affiliate, Peoples Heritage Bank, has the state's leading deposit market
share. Its New Hampshire banking affiliate, Bank of New Hampshire, has the
state's leading deposit market share. Family Bank, the Company's Massachusetts
banking subsidiary, has the state's tenth largest deposit market share and the
leading market share in many of the northern Massachusetts communities it
serves. Peoples affiliate banks also operate subsidiaries in leasing, trust and
investment services and insurance.

FORUM FINANCIAL GROUP:

Headquarters: Two Portland Square, Portland, Maine 04101
President: John Y. Keffer
Offices: Portland, Seattle, Warsaw, Bermuda and Malta

* Established in 1986 to administer mutual funds for independent
investment advisers and banks *Among the nation's largest third-party
fund administrators

* Uses proprietary in-house systems and custom programming capabilities

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* Administration and Distribution Services: Regulatory, compliance,
expense accounting, budgeting for all funds

* Fund Accounting Services: Portfolio valuation, accounting, dividend
declaration, and tax advice

* Shareholder Services: Preparation of statements, distribution support,
inquiries and processing of trades

* Client Assets under Administration and Distribution: $73 billion

* Client Assets Processed by Fund Accounting: $53 billion

* Client Funds under Administration and Distribution: 181 mutual funds
with 89 share classes

* International Ventures: Joint venture with Bank Handlowy in Warsaw,
Poland, using Forum's proprietary transfer agency and distribution
systems; Off-shore investment fund administration, using Bermuda as
Forum's center of operations

* Forum Employees: United States -215, Poland - 180, Bermuda - 4

FORUM CONTACTS:

Tony Santaniello, Director of Marketing, (207) 879-1900 X 6175

H.M. PAYSON & CO.:

Headquarters: One Portland Square, Portland, Maine
President and Managing Director: John Walker

Quality investment services and conservative wealth management since 1854
*Assets under Management: $1.25 Billion
*Non-managed Custody Assets: $412 Million
*Client Base: 85% individuals; 15% institutional
*Owned by 11 shareholders; 10 managing directors

*Payson Balanced Fund and Payson Value Fund (administrative and shareholder
services provided by Forum Financial Group)

*Employees: 45

H.M. PAYSON & CO. CONTACT:
Joel Harris, Marketing Coordinator, (207) 772-3761

D-4
<PAGE>

PART C

OTHER INFORMATION

ITEM 23. EXHIBITS

(a) Trust Instrument of Registrant as amended and restated on August 14, 2000
(Exhibit incorporated by reference as filed as Exhibit (a) in
post-effective amendment No. 83 via EDGAR on September 29, 2000, accession
number 0001004402-00-000327).

(b) By-Laws of Registrant (Exhibit incorporated by reference as filed as
Exhibit (2) in post-effective amendment No. 43 via EDGAR on July 31, 1997,
accession number 0000912057-97-025707).

(d) (1) Investment Advisory Agreement between Registrant and H.M. Payson &
Co. relating to Payson Value Fund and Payson Balanced Fund dated
December 18, 1995 (Exhibit incorporated by reference as filed as
Exhibit (5)(a) in post-effective amendment No. 62 via EDGAR on May 26,
1998, accession number 0001004402-98-000307).

(2) Investment Advisory Agreement between Registrant and Austin Investment
Management, Inc. relating to Austin Global Equity Fund dated as of
June 14, 1996 (Exhibit incorporated by reference as filed as Exhibit
(5)(d) in post-effective amendment No. 62 via EDGAR on May 26, 1998,
accession number 0001004402-98-000307).

(3) Investment Advisory Agreement between Registrant and Forum Investment
Advisors, LLC relating to Investors Bond Fund, Investors Growth Fund,
Investors High Grade Bond Fund, Maine TaxSaver Bond Fund, New
Hampshire TaxSaver Bond Fund and TaxSaver Bond Fund dated as of
January 2, 1998 (Exhibit incorporated by reference as filed as Exhibit
(5)(p) in post-effective amendment No. 56 via EDGAR on December 31,
1997, accession number 0001004402-97-000281).

(4) Investment Advisory Agreement between Registrant and Polaris Capital
Management, Inc. dated as of June 1, 1998 (Exhibit incorporated by
reference as filed as Exhibit (5)(h) in post-effective amendment No.
63 via EDGAR on June 8, 1998, accession number 0001004402-98-000339).

(5) Investment Advisory Agreement between Registrant and Brown Investment
Advisory & Trust Company relating to BrownIA Small-Cap Growth Fund and
BrownIA Growth Equity Fund dated as of June 29, 1999 (Exhibit
incorporated by reference as filed as Exhibit (d)(7) in post-effective
amendment No. 73 via EDGAR on July 30, 1999, accession number
0001004402-99-000341).

(6) Investment Advisory Agreement between Registrant and Mastrapasqua &
Associates relating to Mastrapasqua Growth Value Fund dated July 1,
2000 (Exhibit incorporated by reference as filed as Exhibit (d)(8) in
post-effective amendment No. 81 via EDGAR on July 31, 2000, accession
number 0001004402-00-000261).

(7) Investment Advisory Agreement between Registrant and Trillium Asset
Management Corporation relating to The Advocacy Fund dated as of July
26, 2000 (Exhibit incorporated by reference as filed as Exhibit (d)(9)
in post-effective amendment No. 82 via EDGAR on August 14, 2000,
accession number 0001004402-00-000283).

(8) Investment Advisory Agreement between Registrant and The Stratevest
Group, N.A. relating to Investors Equity Fund, dated as of August 14,
2000 (Exhibit incorporated by reference as filed as Exhibit (d)(8) in
post-effective amendment No. 83 via EDGAR on September 29, 2000,
accession number 0001004402-00-000327).

(9) Investment Advisory Agreement between Registrant and Brown Advisory
Incorporated dated December 20, 2000 relating to BrownIA Maryland Bond
Fund (filed herewith).

(e) (1) Form of Selected Dealer Agreement between Forum Financial
Services, Inc. and securities brokers (Exhibit incorporated by
reference as filed as Exhibit (6)(a) in post-effective

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amendment No. 62 via EDGAR on May 26, 1998, accession number
0001004402-98-000307).

(2) Form of Bank Affiliated Selected Dealer Agreement between Forum
Financial Services, Inc. and bank affiliates (Exhibit incorporated by
reference as filed as Exhibit (6)(b) in post-effective amendment No.
62 via EDGAR on May 26, 1998, accession number 0001004402-98-000307).

(3) Distribution Agreement between Registrant and Forum Fund Services, LLC
relating to, Austin Global Equity Fund, BrownIA Small-Cap Growth Fund,
BrownIA Growth Equity Fund, BrownIA Maryland Bond Fund, Equity Index
Fund, Investors Bond Fund, Investors Equity Fund, Investors Growth
Fund, Investors High Grade Bond Fund, Maine TaxSaver Bond Fund,
Mastrapasqua Growth Value Fund, New Hampshire TaxSaver Bond Fund,
Payson Balanced Fund, Payson Value Fund, Polaris Global Value Fund,
TaxSaver Bond Fund, The Advocacy Fund, and Investor Shares,
Institutional Shares and Institutional Service Shares of Daily Assets
Treasury Obligations Fund, Daily Assets Government Fund, Daily Assets
Government Obligations Fund, Daily Assets Cash Fund and Daily Assets
Municipal Fund (Exhibit incorporated by reference as filed as Exhibit
(e)(4) in post-effective amendment No. 84 via EDGAR on October 17,
2000, accession number 0001004402-00-000346).

(f) None.

(g) (1) Custodian Agreement between Registrant and Forum Trust, LLC dated
May 12, 1999 relating to Austin Global Equity Fund, BrownIA Small-Cap
Growth Fund, BrownIA Growth Equity Fund, BrownIA Maryland Bond Fund,
Equity Index Fund, Investors Bond Fund, Investors Equity Fund,
Investors Growth Fund, Investors High Grade Bond Fund, Maine TaxSaver
Bond Fund, Mastrapasqua Growth Value Fund, New Hampshire TaxSaver Bond
Fund, Payson Balanced Fund, Payson Value Fund, Polaris Global Value
Fund, TaxSaver Bond Fund, The Advocacy Fund, and Investor Shares,
Institutional Shares and Institutional Service Shares of Daily Assets
Treasury Obligations Fund, Daily Assets Government Fund, Daily Assets
Government Obligations Fund, Daily Assets Cash Fund and Daily Assets
Municipal Fund (Exhibit incorporated by reference as filed as Exhibit
(g)(2) in post-effective amendment No. 84 via EDGAR on October 17,
2000, accession number 0001004402-00-000346).

(2) Master Custodian Agreement between Forum Trust, LLC and Bankers Trust
Company relating to Austin Global Equity Fund, BrownIA Small-Cap
Growth Fund, BrownIA Growth Equity Fund, BrownIA Maryland Bond Fund,
Equity Index Fund, Investors Bond Fund, Investors Equity Fund,
Investors Growth Fund, Investors High Grade Bond Fund, Maine TaxSaver
Bond Fund, Mastrapasqua Growth Value Fund, New Hampshire TaxSaver Bond
Fund, Payson Balanced Fund, Payson Value Fund, Polaris Global Value
Fund, TaxSaver Bond Fund, The Advocacy Fund, and Investor Shares,
Institutional Shares and Institutional Service Shares of Daily Assets
Treasury Obligations Fund, Daily Assets Government Fund, Daily Assets
Government Obligations Fund, Daily Assets Cash Fund and Daily Assets
Municipal Fund (Exhibit incorporated by reference as filed as Exhibit
(g)(4) in post-effective amendment No. 84 via EDGAR on October 17,
2000, accession number 0001004402-00-000346).

(h) (1) Administration Agreement between Registrant and Forum
Administrative Services, LLC relating to Austin Global Equity Fund,
BrownIA Small-Cap Growth Fund, BrownIA Growth Equity Fund, BrownIA
Maryland Bond Fund, Equity Index Fund, Investors Bond Fund, Investors
Equity Fund, Investors Growth Fund, Investors High Grade Bond Fund,
Maine TaxSaver Bond Fund, Mastrapasqua Growth Value Fund, New
Hampshire TaxSaver Bond Fund, Payson Balanced Fund, Payson Value Fund,
Polaris Global Value Fund, TaxSaver Bond Fund, The Advocacy Fund, and
Investor Shares, Institutional Shares and Institutional Service Shares
of Daily Assets Treasury Obligations Fund, Daily Assets Government
Fund, Daily Assets Government Obligations Fund, Daily Assets Cash Fund
and Daily Assets Municipal Fund (Exhibit incorporated by reference as
filed as Exhibit (h)(2) in post-effective

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<PAGE>
amendment No. 84 via EDGAR on October 17, 2000, accession number
0001004402-00-000346).

(2) Fund Accounting Agreement between Registrant and Forum Accounting
Services, LLC relating to Austin Global Equity Fund, BrownIA Small-Cap
Growth Fund, BrownIA Growth Equity Fund, BrownIA Maryland Bond Fund,
Equity Index Fund, Investors Bond Fund, Investors Equity Fund,
Investors Growth Fund, Investors High Grade Bond Fund, Maine TaxSaver
Bond Fund, Mastrapasqua Growth Value Fund, New Hampshire TaxSaver Bond
Fund, Payson Balanced Fund, Payson Value Fund, Polaris Global Value
Fund, TaxSaver Bond Fund, The Advocacy Fund, and Investor Shares,
Institutional Shares and Institutional Service Shares of Daily Assets
Treasury Obligations Fund, Daily Assets Government Fund, Daily Assets
Government Obligations Fund, Daily Assets Cash Fund and Daily Assets
Municipal Fund (Exhibit incorporated by reference as filed as Exhibit
(h)(4) in post-effective amendment No. 84 via EDGAR on October 17,
2000, accession number 0001004402-00-000346).

(3) Transfer Agency and Services Agreement between Registrant and Forum
Shareholder Services, LLC relating to Austin Global Equity Fund,
BrownIA Small-Cap Growth Fund, BrownIA Growth Equity Fund, BrownIA
Maryland Bond Fund, Equity Index Fund, Investors Bond Fund, Investors
Equity Fund, Investors Growth Fund, Investors High Grade Bond Fund,
Maine TaxSaver Bond Fund, Mastrapasqua Growth Value Fund, New
Hampshire TaxSaver Bond Fund, Payson Balanced Fund, Payson Value Fund,
Polaris Global Value Fund, TaxSaver Bond Fund, The Advocacy Fund, and
Investor Shares, Institutional Shares and Institutional Service Shares
of Daily Assets Treasury Obligations Fund, Daily Assets Government
Fund, Daily Assets Government Obligations Fund, Daily Assets Cash Fund
and Daily Assets Municipal Fund (Exhibit incorporated by reference as
filed as Exhibit (h)(6) in post-effective amendment No. 84 via EDGAR
on October 17, 2000, accession number 0001004402-00-000346).

(4) Shareholder Service Plan of Registrant dated December 5, 1997 and Form
of Shareholder Service Agreement relating to the Daily Assets Treasury
Obligations Fund, Daily Assets Government Fund, Daily Assets
Government Obligations Fund, Daily Assets Cash Fund and Daily Assets
Municipal Fund (Exhibit incorporated by reference as filed as Exhibit
(9)(c) in post-effective amendment No. 50 via EDGAR on November 12,
1997, accession number 0001004402-97-000189).

(5) Shareholder Service Plan of Registrant dated March 18, 1998 and Form
of Shareholder Service Agreement relating to Polaris Global Value Fund
(Exhibit incorporated by reference as filed as Exhibit (9)(d) in
post-effective amendment No. 65 via EDGAR on September 30, 1998,
accession number 0001004402-98-000530).

(6) Shareholder Service Plan of Registrant dated March 1, 2000 relating to
BrownIA Small Cap Growth Fund, BrownIA Growth Equity Fund and BrownIA
Maryland Bond Fund (filed herewith).

(7) Shareholder Service Plan of Registrant dated July 1, 2000 related to
Mastrapasqua Growth Value Fund (Exhibit incorporated by reference as
filed as Exhibit (h)(7) in post-effective amendment No. 82 via EDGAR
on August 14, 2000, accession number 0001004402-00-000283).

(i) (1) Opinion of Seward & Kissel LLP dated January 5, 1996 (Exhibit
incorporated by reference as filed as Exhibit (10)(a) in
post-effective amendment No. 33 via EDGAR on January 5, 1996,
accession number 0000912057-96-000216).

(2) Consent of Seward & Kissel LLP dated June 14, 2000 (Exhibit
incorporated by reference as filed as Exhibit (i)(2) in post-effective
amendment No. 80 via EDGAR on June 30, 2000, accession number
0001004402-00-000233).

(j) Consent of Independent Auditors (filed herewith).

(k) None.

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<PAGE>

(l) Investment Representation letter of Reich & Tang, Inc. as original
purchaser of shares of Registrant (Exhibit incorporated by reference as
filed as Exhibit (13) in post-effective amendment No. 62 via EDGAR on May
26, 1998, accession number 0001004402-98-000307).

(m) (1) Rule 12b-1 Plan effective January 1, 1999 adopted by the Investor
Shares of Daily Assets Treasury Obligations Fund, Daily Assets
Government Fund, Daily Assets Government Obligations Fund, Daily Asset
Cash Fund and Daily Assets Municipal Fund (Exhibit incorporated by
reference as filed as Exhibit (15)(b) in post-effective amendment No.
69 via EDGAR on December 15, 1998, accession number
0001004402-98-000648).

(2) Rule 12b-1 Plan effective August 15, 2000 adopted by The Advocacy Fund
(Exhibit incorporated by reference as filed as Exhibit (m)(2) in
post-effective amendment No. 82 via EDGAR on August 14, 2000,
accession number 0001004402-00-000283).

(n) 18f-3 plan adopted by Registrant (Exhibit incorporated by reference as
filed as Exhibit (18) in post-effective amendment No. 62 via EDGAR on May
26, 1998, accession number 0001004402-98-000307).

(p) (1) Code of Ethics adopted by Registrant (Exhibit incorporated by
reference as filed as Exhibit (p)(1) in post-effective amendment No.
83 via EDGAR on September 29, 2000, accession number
0001004402-00-000327).

(2) Code of Ethics adopted by Brown Investment Advisory & Trust Company
and Brown Advisory Incorporated (Exhibit incorporated by reference as
filed as Exhibit (p)(2) in post-effective amendment No. 83 via EDGAR
on September 29, 2000, accession number 0001004402-00-000327).

(3) Code of Ethics adopted by H.M. Payson & Co (Exhibit incorporated by
reference as filed as Exhibit (p)(3) in post-effective amendment No.
83 via EDGAR on September 29, 2000, accession number
0001004402-00-000327).

(4) Code of Ethics adopted by Austin Investment Management, Inc. (Exhibit
incorporated by reference as filed as Exhibit (p)(4) in post-effective
amendment No. 82 via EDGAR on August 14, 2000, accession number
0001004402-00-000283).

(5) Code of Ethics adopted by Forum Fund Services, LLC and Forum
Investment Advisors, LLC (Exhibit incorporated by reference as filed
as Exhibit (p)(5) in post-effective amendment No. 78 via EDGAR on
April 17, 2000, accession number 0001004402-00-000112).

(6) Code of Ethics adopted by Polaris Capital Management, Inc. (Exhibit
incorporated by reference as filed as Exhibit (p)(6) in post-effective
amendment No. 82 via EDGAR on August 14, 2000, accession number
0001004402-00-000283).

(7) Code of Ethics adopted by The Stratevest Group, N.A. (Exhibit
incorporated by reference as filed as Exhibit (p)(7) in post-effective
amendment No. 82 via EDGAR on August 14, 2000, accession number
0001004402-00-000283).

(8) Code of Ethics adopted by Wells Capital Management Incorporated
(Exhibit incorporated by reference as filed as Exhibit (p)(8) in
post-effective amendment No. 78 via EDGAR on April 17, 2000, accession
number 0001004402-00-000112).

(9) Code of Ethics adopted by Wells Fargo Bank N.A. (Exhibit incorporated
by reference as filed as Exhibit (p)(9) in post-effective amendment
No. 78 via EDGAR on April 17, 2000, accession number
0001004402-00-000112).

(10) Joint Code of Ethics adopted by Wells Fargo Funds Trust, Wells Fargo
Variable Trust and Wells Fargo Core Trust (Exhibit incorporated by
reference as filed as Exhibit (p)(10) in post-effective amendment No.
78 via EDGAR on April 17, 2000, accession number
0001004402-00-000112).

(11) Code of Ethics adopted by Mastrapasqua & Associates (Exhibit
incorporated by reference as filed as Exhibit (p)(11) in
post-effective amendment No. 79 via EDGAR on May 31, 2000, accession
number 0001004402-00-000185).

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<PAGE>

(12) Code of Ethics adopted by Trillium Asset Management Corporation
(Exhibit incorporated by reference as filed as Exhibit (p)(12) in
post-effective amendment No. 82 via EDGAR on August 14, 2000,
accession number 0001004402-00-000283).

Other Exhibits:

(A) Power of Attorney for James C. Cheng, Costas Azariadis and J. Michael
Parish, Trustees of Registrant (Exhibit incorporated by reference as filed
as Other Exhibit in post-effective amendment No. 34 via EDGAR on May 9,
1996, accession number 0000912057-96-008780).

(B) Power of Attorney for John Y. Keffer, Trustee of Registrant (Exhibit
incorporated by reference as filed as Other Exhibit in post-effective
amendment No. 65 via EDGAR on September 30, 1998, accession number
0001004402-98-000530).

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

(D) Powers of Attorney for the Trustees of Wells Fargo Core Trust (Exhibit
incorporated by reference as filed as exhibits (j)(1), (j)(2), (j)(3),
(j)(4), (j)(5), (j)(6), (j)(7), (j)(8), (j)(9), (j)(10), (j)(11) and
(j)(12) as filed in post-effective amendment No. 10 to the registration
statement of Wells Fargo Funds Trust via EDGAR on May 10, 2000, accession
number 0000925421-00-000034).

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

Daily Assets Treasury Obligations Fund, Daily Assets Government Fund and
Daily Assets Municipal Fund may be deemed to control Treasury Cash
Portfolio, Government Portfolio and Municipal Cash Portfolio, respectively,
each a series of Core Trust (Delaware).

ITEM 25. INDEMNIFICATION

In accordance with Section 3803 of the Delaware Business Trust Act,
Section 10.02 of Registrant's Trust Instrument provides as follows:

"10.02. 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

5
<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

6
<PAGE>

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."

With respect to indemnification of an adviser to the Trust, the
Investment Advisory Agreements between the Trust and Austin Investment
Management, Inc., H.M. Payson & Co., and Forum Investment Advisers,
LLC include language similar to the following:

"SECTION 4. STANDARD OF CARE. 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 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."

With respect to indemnification of an adviser to the Trust, the
Investment Advisory Agreements between the Trust and Polaris Capital
Management, Inc., Mastrapasqua & Associates, Brown Investment Advisors
& Trust Company, Brown Advisory Incorporated and Trillium Asset
Management Corporation provide similarly as follows:

"SECTION 5. STANDARD OF CARE. (a) The Trust shall expect of the
Adviser, and the Adviser will give the Trust the benefit of, the
Adviser's best judgment and efforts in rendering its services to the
Trust. The Adviser shall not be liable hereunder for error of judgment
or mistake of law or in any event whatsoever, except for lack of good
faith, provided that nothing herein shall be deemed to protect, or
purport to protect, the Adviser against any liability to the Trust or
to the Trust's security holders to which the Adviser would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence
in the performance of the Adviser's duties hereunder, or by reason of
the Adviser's reckless disregard of its obligations and duties
hereunder. (b) The Adviser shall not be responsible or liable for any
failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances
beyond its reasonable control including, without limitation, acts of
civil or military authority, national emergencies, labor difficulties
(other than those related to the Adviser's employees), fire, mechanical
breakdowns, flood or catastrophe, acts of God, insurrection, war, riots
or failure of the mails, transportation, communication or power supply.

With respect to indemnification of the underwriter of the Trust,
Section 8 of the Distribution Agreement provides:

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

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<PAGE>

of the Registration Statement or exhibits to the Registration Statement
by or on behalf of the Distributor ("Distributor Claims").

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

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

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

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

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

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

8
<PAGE>

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

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

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

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

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

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

(a) Forum Investment Advisors, LLC

The description of Forum Investment Advisors, LLC (investment adviser
to Investors High Grade Bond Fund, Investors Bond Fund, Investors
Growth Fund, Maine TaxSaver Bond Fund, New Hampshire TaxSaver Bond
Fund, TaxSaver Bond Fund and the Institutional, Institutional Service
and Investor Shares of Daily Assets Treasury Obligations Fund, Daily
Assets Government Fund, Daily Assets Government Obligations Fund, Daily
Assets Cash Fund and Daily Assets Municipal Fund) contained in Parts A
and B of post-effective amendment No. 81 (accession number
0001004402-00-000261) to the Trust's Registration Statement, is
incorporated by reference herein.

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

Forum Trust, LLC, Member.

Forum Trust, LLC is controlled indirectly by John Y. Keffer, Chairman
and President of the Registrant. Mr. Keffer is Director and President
of Forum Trust,

9
<PAGE>

LLC and Director of Forum Financial Group, LLC. Mr. Keffer is also
a director and/or officer of various registered investment companies
for which the various operating subsidiaries of Forum Financial Group,
LLC provide services.

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

Name Title Business Connection
.................................... ................................... ..................................
David I. Goldstein Director and Secretary Forum Investment Advisors, LLC
................................... ..................................
Secretary Forum Financial Group, LLC
................................... ..................................
Officer Other Forum affiliated companies
.................................... ................................... ..................................
Marc D. Keffer Assistant Secretary Forum Investment Advisors, LLC
................................... ..................................
Corporate Counsel Forum Financial Group, LLC
................................... ..................................
Officer Other Forum affiliated companies
.................................... ................................... ..................................
Ronald Hirsch Treasurer Forum Investment Advisors, LLC
................................... ..................................
Treasurer Forum Financial Group, LLC
................................... ..................................
Officer Other Forum affiliated companies
</TABLE>

(b) H.M. Payson & Co.

The description of H.M. Payson & Co. (investment adviser to Payson
Value Fund, Payson Balanced Fund) contained in Parts A and B of
post-effective amendment No. 81 to the Trust's Registration Statement
(accession number 0001004402-00-000261), is 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.
<TABLE>
<S> <C> <C>

Name Title Business Connection
..................................... .................................. ...................................
Adrian L. Asherman Managing Director H.M. Payson & Co.
..................................... .................................. ...................................
John C. Downing Managing Director, Treasurer H.M. Payson & Co.
..................................... .................................. ...................................
Thomas M. Pierce Managing Director H.M. Payson & Co.
..................................... .................................. ...................................
Peter E. Robbins Managing Director H.M. Payson & Co.
..................................... .................................. ...................................
John H. Walker Managing Director, President H.M. Payson & Co.
..................................... .................................. ...................................
Teresa M. Esposito Managing Director H.M. Payson & Co.
..................................... .................................. ...................................
John C. Knox Managing Director H.M. Payson & Co.
..................................... .................................. ...................................
Harold J. Dixon Managing Director H.M. Payson & Co.
..................................... .................................. ...................................
Michael R. Currie Managing Director H.M. Payson & Co.
..................................... .................................. ...................................
William O. Hall, III Managing Director H.M. Payson & Co.
..................................... .................................. ...................................
William N. Weikert Managing Director H.M. Payson & Co.
</TABLE>

The description of Austin Investment Management, Inc. (investment
adviser to Austin Global Equity Fund) contained in Parts A and B of
post-effective amendment No. 81 to the Trust's Registration Statement
(accession number 0001004402-00-000261), is incorporated by reference
herein.

10
<PAGE>

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.
<TABLE>
<S> <C> <C>

Name Title Business Connection
..................................... .................................. ...................................
Peter Vlachos Director, President, Treasurer, Austin Investment Management Inc.
Secretary
</TABLE>

(d) The Stratevest Group, N. A.

The description of The Stratevest Group, N.A. ("Stratevest")
(investment adviser to Investors Equity Fund) contained in Parts A and
B of post-effective amendment No. 83 to the Trust's Registration
Statement (accession number 0001004402-00-000327), is incorporated by
reference herein.

The following are the principal executive officers and directors of
Stratevest including their business connections which are of a
substantial nature. The address of Stratevest is 111 Main Street,
Burlington, VT, 05401 and, unless otherwise indicated below, the
address is the principal address of any company with which the
principal executive officers and directors are connected.
<TABLE>
<S> <C> <C>
Name Title Business Connection
..................................... .................................. ...................................
Richard E. Johnson CEO and Director Stratevest
..................................... .................................. ...................................
Robert B. Esau Executive Vice President Stratevest
..................................... .................................. ...................................
Gary L. Robinson Executive Vice President Stratevest
..................................... .................................. ...................................
James W. Gribbons Sr. Executive Vice President Stratevest
..................................... .................................. ...................................
Robert A. Knowles, Jr. Sr. Executive Vice President Stratevest
..................................... .................................. ...................................
William S. Wolff Sr. Vice President Stratevest
..................................... .................................. ...................................
Molly Dillon Sr. Vice President Stratevest
..................................... .................................. ...................................
John M. Fullerton Sr. Vice President Stratevest
..................................... .................................. ...................................
Robert Wiseman Sr. Vice President Stratevest
..................................... .................................. ...................................
Walter L. Parr Sr. Vice President Stratevest
..................................... .................................. ...................................
Jonathan W. White Sr. Vice President Stratevest
..................................... .................................. ...................................
Robert E. Hussey Sr. Vice President Stratevest
..................................... .................................. ...................................
Dana Mitiguy Sr. Vice President Stratevest
..................................... .................................. ...................................
Dorothy Wentworth Sr. Vice President Stratevest
..................................... .................................. ...................................
Christopher G. Chapman Vice President Stratevest
..................................... .................................. ...................................
Perry Condon Vice President Stratevest
..................................... .................................. ...................................
A. James Cota Vice President Stratevest
..................................... .................................. ...................................
J. Alan Day Vice President Stratevest
..................................... .................................. ...................................
Carol P. Smith Vice President Stratevest
..................................... .................................. ...................................
Sandy Baker Vice President Stratevest
..................................... .................................. ...................................
H. Ashley Smith, Jr. Vice President Stratevest
..................................... .................................. ...................................
William J. Judge Vice President Stratevest
..................................... .................................. ...................................
Leila J. Baroody Vice President Stratevest
..................................... .................................. ...................................
Reginald P. Vincent Vice President Stratevest
..................................... .................................. ...................................
Frederick G. Natale, Jr. Vice President Stratevest
..................................... .................................. ...................................
Thomas E. Malinowski Vice President Stratevest
..................................... .................................. ...................................
William Smith Vice President Stratevest
..................................... .................................. ...................................
Melissa Whitmore Vice President Stratevest
..................................... .................................. ...................................
John Conroe Vice President Stratevest
..................................... .................................. ...................................
Sandra J. Kidwell Vice President Stratevest
..................................... .................................. ...................................
Mark Nagelsmith Vice President Stratevest
..................................... .................................. ...................................
Sharry Rutzken Vice President Stratevest
..................................... .................................. ...................................
Judith E. Zalansky Vice President Stratevest
..................................... .................................. ...................................
Christopher W. McCarthy Vice President Stratevest

11
<PAGE>
Name Title Business Connection
..................................... .................................. ...................................
Nancy S. Hudson Vice President Stratevest
..................................... .................................. ...................................
Timothy J. O'Malley Vice President Stratevest
..................................... .................................. ...................................
Peter C. Armbuster Vice President Stratevest
..................................... .................................. ...................................
Steven Kalloch Vice President Stratevest
..................................... .................................. ...................................
Thomas J. Christensen Vice President Stratevest
..................................... .................................. ...................................
Jeffrey Oldfield Vice President Stratevest
..................................... .................................. ...................................
Don Smith Vice President Stratevest
..................................... .................................. ...................................
Robert P. Dinan Vice President Stratevest
..................................... .................................. ...................................
Michael B. MacDonald Vice President Stratevest
..................................... .................................. ...................................
Bruce L. Poznak Vice President Stratevest
..................................... .................................. ...................................
Arlene C. Folsom Vice President Stratevest
..................................... .................................. ...................................
Brian S. Wallace Vice President Stratevest
..................................... .................................. ...................................
Debra A. Patten Vice President Stratevest
..................................... .................................. ...................................
Kevin Brown Vice President Stratevest
..................................... .................................. ...................................
Steve Eddy Vice President Stratevest
..................................... .................................. ...................................
John Gibbons Vice President Stratevest
..................................... .................................. ...................................
Larry Pelletier Vice President Stratevest
..................................... .................................. ...................................
Carolyn May Vice President Stratevest
..................................... .................................. ...................................
Kathryn Dion Vice President Stratevest
..................................... .................................. ...................................
James Hillman Vice President Stratevest
..................................... .................................. ...................................
Janet Milley Vice President Stratevest
..................................... .................................. ...................................
John H. Budd Director Stratevest
..................................... .................................. ...................................
Mirick O'Connell Director Stratevest
1700 BankBoston Tower
Worcester, MA 01608-1477
..................................... .................................. ...................................
Gretchen B. Morse Director Stratevest
.................................. ...................................
United Way of Chittenden County
95 St. Paul Street
Burlington, VT 05401
..................................... .................................. ...................................
Joseph S. Pieciak, Jr. Director Stratevest
.................................. ...................................
Joseph Pieciak & Co., P.C.
4 Park Place P.O. Box 797
Brattelboro, VT 05301-0797
..................................... .................................. ...................................
Barry N. Stone Director Stratevest
.................................. ...................................
Barry Stone Insurance Agency
P.O. Box 9507
S. Burlington, VT 05407-9507
..................................... .................................. ...................................
George Smith Director Stratevest
.................................. ...................................
George Smith, CPA
406 Main Street
Great Barrington, MA 01230
..................................... .................................. ...................................
Jeffrey Cook Director Stratevest
.................................. ...................................
Cain, Hibbard, Myers & Cook
66 West Street
Pittsfield, MA 01201-5764
..................................... .................................. ...................................
Joseph A. Desmond Director Stratevest
.................................. ...................................
The Concord Group
4 Bouton Street
Concord, NH 03301-05023

12
<PAGE>

(e) Brown Investment Advisory & Trust Company

The description of Brown Investment Advisory & Trust Company
("Brown")(investment adviser to BrownIA Small-Cap Growth Fund and
BrownIA Growth Equity Fund) contained in Parts A and B of
post-effective amendment No. 83 to the Trust's Registration Statement
(accession number 0001004402-00-000327), is incorporated by reference
herein.

The following are the directors and principal executive officers of
Brown, including their business connections, which are of a substantial
nature. The address of Brown is Furness House, 19 South Street,
Baltimore, Maryland 21202 and, unless otherwise indicated below, that
address is the principal business address of any company with which the
directors and principal executive officers are connected.
<TABLE>
<S> <C> <C>

13
<PAGE>

Name Title Business Connection
..................................... .................................. ...................................
Frank Bonsal Trustee Brown
.................................. ...................................
Partner New Enterprise Associates
1119 St. Paul Street
Baltimore, MD 21202
.................................. ...................................
Board Member Aether Systems
Owings Mills, MD
.................................. ...................................
Board Member CORVIS Corporation
Columbia, MD
.................................. ...................................
Board Member ViewGate Networks, Inc. (formerly
Network People)
Arlington, VA
.................................. ...................................
Board Member MedSpecialists, Inc.
Charlottesville, VA
.................................. ...................................
Board Member Seneca Networks, Inc.
Rockville, MD
.................................. ...................................
Board Member Versient.com (formerly
Worldnetpress)
.................................. ...................................
Special Limited Partner Amadeus Capital Partners
.................................. ...................................
Special Limited Partner Boulder Venture
.................................. ...................................
Special Limited Partner Novak Biddle
.................................. ...................................
Special Limited Partner Trellis Ventures
.................................. ...................................
Special Limited Partner Windward Ventures
..................................... .................................. ...................................
Truman T. Semans Vice Chairman of the Board of Brown
Trustees
.................................. ...................................
Trustee, Member and Former Duke University
Chairman of Investment Committee
.................................. ...................................
Trustee, Chairman of Finance Lawrenceville School
Committee and Member of
Investment and Executive
Committees
.................................. ...................................
Board of Directors, Member of Chesapeake Bay Foundation
Investment and Executive
Committees
.................................. ...................................
Chairman Flag Investors Mutual Funds
.................................. ...................................
Investment Committee Member Mercy Medical Center
.................................. ...................................
Investment Committee Member St. Mary's Seminary
.................................. ...................................
Investment Committee Member Archdiocese of Baltimore
.................................. ...................................
Investment Committee Member Robert E. Lee Memorial Foundation
.................................. ...................................
Investment Committee Member W. Alton Jones Foundation
..................................... .................................. ...................................
William C. Baker Trustee Brown
.................................. ...................................
President and Chief Executive Chesapeake Bay Foundation
Officer
.................................. ...................................
Trustee John Hopkins Hospital
.................................. ...................................
Member Washington College Board of
Visitors and Governors
.................................. ...................................
Director Baltimore Community Foundation

14
<PAGE>

Name Title Business Connection
..................................... .................................. ...................................
Jack S. Griswold Trustee Brown
.................................. ...................................
Managing Director Armata Partners
.................................. ...................................
Director Alex. Brown Realty
.................................. ...................................
Trustee The Baltimore Community Foundation
.................................. ...................................
Trustee The Chesapeake Bay Foundation
Living Classrooms
.................................. ...................................
Chairman Maryland Historical Society
.................................. ...................................
Member Washington College Board of
Visitors and Governors
.................................. ...................................
Treasurer Washington College
.................................. ...................................
Chair Campaign for Washington's College
..................................... .................................. ...................................
Earl L. Linehan Trustee Brown
.................................. ...................................
President Woodbrook Capital, Inc.
.................................. ...................................
Chairman Strescon Industries
.................................. ...................................
Chairman UMBC Board of Visitors
.................................. ...................................
Chairman Investment Committee Gilman School
.................................. ...................................
Board of Directors Member Stoneridge, Inc.
.................................. ...................................
Board of Directors Member Sagemaker, Inc.
.................................. ...................................
Board of Directors Member Medical Mutual Liability
Insurance Society of Maryland
.................................. ...................................
Board of Directors Member Heritage Properties, Inc.
.................................. ...................................
Board of Directors Member St. Mary's Seminary & University
.................................. ...................................
Board of Directors Member St. Ignatius Loyola Academy
.................................. ...................................
Board of Directors Member University of Notre Dame Advisory
Council

15
<PAGE>

..................................... .................................. ...................................
Name Title Business Connection
..................................... .................................. ...................................
Walter D. Pinkard, Jr. Trustee Brown
.................................. ...................................
President and Chief Executive Colliers Pinkard
Officer
.................................. ...................................
Chairman The Americas Region of Colliers
International
.................................. ...................................
Vice President France Foundation
.................................. ...................................
Chairman The Baltimore Community Foundation
.................................. ...................................
Board of Directors Member France-Merrick Foundation
.................................. ...................................
Trustee The John Hopkins University
.................................. ...................................
Trustee The Greater Baltimore Committee
.................................. ...................................
Trustee Gilman School
.................................. ...................................
Trustee Calvert School
.................................. ...................................
Trustee The Baltimore Community Foundation
.................................. ...................................
Trustee The East Baltimore Community
Development Bank
.................................. ...................................
Trustee The Greater Baltimore Alliance
.................................. ...................................
Director Baltimore Reads, Inc.
.................................. ...................................
Trustee The Downtown Baltimore District
Authority
.................................. ...................................
Trustee The Yale University Development
Board
.................................. ...................................
Trustee The Maryland Business Roundtable
for Education
..................................... .................................. ...................................
John J.F. Sherrerd Trustee Brown
.................................. ...................................
Director Provident Mutual Life Insurance
Company
.................................. ...................................
Director C. Brewer and Company
.................................. ...................................
Trustee, Vice Chairman of Princeton University
Executive Committee
.................................. ...................................
Trustee, Chairman of Investment The Robertson Foundation
Committee
.................................. ...................................
Trustee GESU School
.................................. ...................................
Director and Executive Committee Princeton Investment Management
Member
.................................. ...................................
Board of Overseers University of Pennsylvania
Wharton School
..................................... .................................. ...................................
David M. Churchill, CPA Chief Financial Officer Brown
</TABLE>

(f) Brown Advisory Incorporated

The description of Brown Advisory Incorporated ("Brown
Advisory")(investment adviser to BrownIA Maryland Bond Fund) contained
in Parts A and B of this amendment to the Trust's Registration
Statement, is incorporated by reference herein.

The following are the directors and principal executive officers of
Brown Advisory, including their business connections, which are of a
substantial nature. The address of Brown Advisory is Furness House, 19
South Street, Baltimore, Maryland 21202 and, unless otherwise indicated
below, that address is the principal business address of any company
with which the directors and principal executive officers are
connected.

16
<PAGE>
<TABLE>
<S> <C> <C>

Name Title Business Connection
..................................... .................................. ...................................
Michael D. Hankin President Brown Advisory
..................................... .................................. ...................................
President, Chief Executive Brown
Officer, Trustee
.................................. ...................................
President The Maryland Zoological Society
.................................. ...................................
Trustee The Valleys Planning Council
..................................... .................................. ...................................
David L. Hopkins, Jr. Treasurer Brown Advisory
..................................... .................................. ...................................
Chairman Brown
.................................. ...................................
Director Westvaco Corporation
.................................. ...................................
Director Metropolitan Opera Association
.................................. ...................................
Trustee and Chairman, Finance Episcopal Church Foundation
Committee
.................................. ...................................
Trustee Maryland Historical Society
..................................... .................................. ...................................
Edward Dunn III Secretary Brown Advisory
.................................. ...................................
</TABLE>

(g) Polaris Capital Management, Inc.

The description of Polaris Capital Management, Inc.
("Polaris")(investment adviser to Polaris Global Value Fund) contained
in Parts A and B of post-effective amendment No. 83 (accession number
0001004402-00-000327) to the Trust's Registration Statement, is
incorporated by reference herein.

The following are the directors and principal executive officers of
Polaris, including their business connections, which are of a
substantial nature. The address of Polaris is 125 Summer Street,
Boston, Massachusetts 02110 and, unless otherwise indicated below, that
address is the principal business address of any company with which the
directors and principal executive officers are connected.
<TABLE>
<S> <C> <C>

Name Title Business Connection
..................................... .................................. ...................................
Bernard R. Horn, Jr. President, Portfolio Manager Polaris
..................................... .................................. ...................................
Edward E. Wendell, Jr. Treasurer Polaris
.................................. ...................................
President Boston Investor Services, Inc.
</TABLE>

(h) Mastrapasqua & Associates

The description of Mastrapasqua & Associates ("Mastrapasqua")
(investment adviser to Mastrapasqua Growth Value Fund) contained in
Parts A and B of post-effective amendment No. 80 to the Trust's
Registration Statement (accession number 0001004402-00-000233), is
incorporated by reference herein.

The following are the directors and principal executive officers of
Mastrapasqua, including their business connections, which are of a
substantial nature. The address of Mastrapasqua is 814 Church Street,
Suite 600, Nashville, Tennessee, 37203 and, unless otherwise indicated
below, that address is the principal business address of any company
with which the directors and principal executive officers are
connected.
<TABLE>
<S> <C> <C>

Name Title Business Connection
..................................... .................................. ...................................
Frank Mastrapasqua Chairman, CEO and Portfolio Mastrapasqua
Manager
..................................... .................................. ...................................
Thomas A. Trantum President, Portfolio Manager and Mastrapasqua
Security Analyst
</TABLE>

(i) Trillium Asset Management Corporation

The description of Trillium Asset Management Corporation (the
"Adviser") (investment adviser to The Advocacy Fund) contained in Parts
A and B of post-effective amendment No. 82 to the

17
<PAGE>

Trust's Registration Statement (accession number
0001004402-00-000283), is incorporated by reference herein.

The following are the directors and principal executive officers of the
Adviser, including their business connections, which are of a
substantial nature. The address of the Adviser is 711 Atlantic Avenue,
Boston, Massachusetts 02111-2809 and, unless otherwise indicated below,
that address is the principal business address of any company with
which the directors and principal executive officers are connected.
<TABLE>
<S> <C> <C>

Name Title Business Connection
..................................... .................................. ...................................
Joan Bavaria President, Board of Directors Adviser
Member, Treasurer
.................................. ...................................
President, Treasurer and Director FRDC California Corporation
(dissolved)
.................................. ...................................
President, Treasurer and Franklin Insight, Inc. (Purchased
Director (formerly) by the Adviser)
.................................. ...................................
Founding Co-Chair Coalition for Environmentally
Responsible Economies
Boston, MA
.................................. ...................................
Director (formerly) Green Seal
Washington, DC
.................................. ...................................
Director Lighthawk
San Francisco, CA
.................................. ...................................
Advisory Board The Greening of Industry
Worcester, MA
.................................. ...................................
Director (formerly) Social Investment Forum
Boston, MA
.................................. ...................................
Chair (formerly) National Advisory Committee for
Policy and Technology's
Subcommittee, Community Based
Environmental Policy
Washington, DC
..................................... .................................. ...................................
Patrick J. McVeigh Executive Vice President Adviser
.................................. ...................................
Director SEED Haiti Community Development
Loan Fund
99 High Street,
Brookline, MA 02445
..................................... .................................. ...................................
Shelley Alpern Director, Assistant Vice Adviser
President
.................................. ...................................
Student (formerly) University of Texas
Austin, TX
..................................... .................................. ...................................
Samuel B. Jones, Jr., CFA Senior Vice President, Chief Adviser
Investment Officer
.................................. ...................................
Chairman 1991-1997 Standards and Policy
Member 1982-1999 Subcommittee, Association for
Investment Management and Research
Charlottesville, VA 22903
.................................. ...................................
Member (formerly) Council of Examiners, Institute
of Chartered Financial Analysts
Charlottesville, VA 22903
..................................... .................................. ...................................
F. Farnum Brown, Jr., Ph.D. Senior Vice President Adviser327 West Main Street
Durham, NC 27701-3215
.................................. ...................................
Director (until 6/98) Durham Community Land Trust
1401 Morehead Avenue
Durham, NC 27707

18
<PAGE>

Name Title Business Connection
..................................... .................................. ...................................
Susan Baker Martin Vice President Adviser
.................................. ...................................
Trustee Congregational Church of South
Dartmouth
Middle Street
Dartmouth, MA
..................................... .................................. ...................................
Lisa Leff, CFA Vice President Adviser
.................................. ...................................
Director and Employee (until Smith Barney Asset Management
1999) 388 Greenwich Street
New York, NY 10013
.................................. ...................................
Director (until 1999) Social Investment Forum
Washington, DC
.................................. ...................................
Founder and Co-Chair (until 1999) Social Investment Security
Analysts Group, New York Society
of Security Analysts
New York, NY
.................................. ...................................
Director Verite
Amherst, MAs
.................................. ...................................
Director (until 1999) Maternity Center Association
23rd and Park Avenue
New York, NY
..................................... .................................. ...................................
Stephanie R. Leighton, CFA Vice President Adviser
.................................. ...................................
Treasurer Local Enterprise Assistance Fund,
Boston, MA
.................................. ...................................
Executive Committee Member New England Chapter of the Social
Investment Forum
Boston, MA
..................................... .................................. ...................................
Cheryl I. Smith, CFA Vice President Adviser
.................................. ...................................
Finance Committee (Director, Resist
formerly) 259 Elm Street, Suite 201
Somerville, MA 02144
.................................. ...................................
Treasurer Performing Artists at Lincoln
School
Kennard Road
Brookline, MA 02445
..................................... .................................. ...................................
Eric Becker, CFA Vice President Adviser
.................................. ...................................
Director Interlock Media, Inc.
Cambridge, MA
..................................... .................................. ...................................
Linnie McLean Senior Vice President Adviser
.................................. ...................................
Loan Committee Boston Community Loan Fund
Boston, MA
..................................... .................................. ...................................
Patricia L. Davidson Vice President Adviser
.................................. ...................................
Member Program Committee, The Women's
Foundation
340 Pine Street
San Francisco, CA 94104
..................................... .................................. ...................................
Diane M. DeBono Senior Vice President Adviser
..................................... .................................. ...................................

19
<PAGE>

Name Title Business Connection
..................................... .................................. ...................................
James Crawford, JD Board of Directors Member Adviser
.................................. ...................................
Professor, Associate Dean University of California,
(retired) Berkley, CA
..................................... .................................. ...................................
Thomas Gladwin, Ph.D. Board of Directors Member Adviser
.................................. ...................................
Professor New York University
Stern School of Business
44 W. 4th Street
New York, NY
.................................. ...................................
Max McGraw Professorship of University of Michigan
Sustainable Enterprise and Ann Arbor, MI 48109
Associated Directorship
..................................... .................................. ...................................
Robert Glassman Board of Directors Member Adviser
.................................. ...................................
Chairman and Co-Chairman Wainwright Bank & Trust Company
63 Franklin Street
Boston, MA 02110
.................................. ...................................
Chairman Investment Committee The Boston Foundation
Boston, MA
..................................... .................................. ...................................
Sally Greenberg, JD Board of Directors Member Adviser
.................................. ...................................
Senior Product Safety Counsel Consumers Union
1666 Connecticut Avenue N.W.
Washington, DC 20009
.................................. ...................................
President (past) Massachusetts Women's Bar
Association
Boston, MA
.................................. ...................................
Eastern States Civil Rights Anti-Defamation League
Counsel 1 Lincoln Plaza
Boston, MA
..................................... .................................. ...................................
Charles Grigsby Board of Directors Member Adviser
.................................. ...................................
Senior Vice President Mass Capital Resource Company
420 Boylston Street
Boston, MA 02116
.................................. ...................................
Director and Acting Deputy City of Boston Neighborhood
Development Department
26 Court Street
Boston, MA 02108
.................................. ...................................
Member (formerly) Federal Reserve Bank Small
Business Advisory Committee
.................................. ...................................
Member (formerly) Massachusetts State Board of
Education
..................................... .................................. ...................................
Milton Moskowitz Board of Directors Member Adviser
.................................. ...................................
Writer Mill Valley, CA 94941
..................................... .................................. ...................................
Carol O'Cleireacain, Ph.D. Board of Directors Member
.................................. ...................................
Economic Consultant New York, NY
.................................. ...................................
Senior Fellow Brookings Institution, Center on
Urban and Metropolitan Policy
1775 Massachusetts Avenue N.W.,
Washington, DC 20036
.................................. ...................................
Chair (formerly) Council of Institutional
Investors Executive Committee

20
<PAGE>

(i) Wells Fargo Bank, N.A.

The description of Wells Fargo Bank, N.A. ("Wells Fargo Bank"), the
investment adviser for the Portfolio in which Equity Index Fund
invests, contained in Parts A and B of post-effective amendment No. 83
(accession number 0001004402-00-000327) to the Trust's Registration
Statement, is incorporated by reference herein.

The following are the directors and principal executive officers of
Wells Fargo Bank, including their business connections, which are of a
substantial nature. The address of Wells Fargo Bank is 420 Montgomery
Street, San Francisco, California 94105 and, unless otherwise indicated
below, that address is the principal business address of any company
with which the directors and principal executive officers are
connected.

21
<PAGE>
<TABLE>
<S> <C> <C>
Name Title Business Connection
..................................... .................................. ...................................
H. Jesse Arnelle Director Wells Fargo Bank
.................................. ...................................
455 Market Senior Partner Arnelle, Hastie, McGee, Willis &
Street San Francisco, CA 94105 Greene
.................................. ...................................
Director Armstrong World Industries, Inc.
.................................. ...................................
Director Eastman Chemical Corporation
.................................. ...................................
Director FPL Group, Inc.
..................................... .................................. ...................................
Michael R. Bowlin Director Wells Fargo Bank
.................................. ...................................
Highway 150 Chairman of the Board of Atlantic Richfield Co. (ARCO)
Santa Paula, CA 93060 Directors, Chief Executive
Officer, Chief Operating Officer
and President
..................................... .................................. ...................................
Edward Carson Director Wells Fargo Bank
.................................. ...................................
633 West Fifth Street Chairman of the Board and Chief First Interstate Bancorp
Los Angeles, CA 90071 Executive Officer
.................................. ...................................
Director Aztar Corporation
.................................. ...................................
Director Castle & Cook, Inc.
.................................. ...................................
Director Terra Industries, Inc.
..................................... .................................. ...................................
William S. Davilla Director Wells Fargo Bank
.................................. ...................................
618 Michillinda Ave. President (Emeritus) and The Vons Companies, Inc.
Arcadia, CA 91007 Director
.................................. ...................................
Director Pacific Gas & Electric Company
..................................... .................................. ...................................
Rayburn S. Dezember Director Wells Fargo Bank
.................................. ...................................
3200 San Fernando Road Director CalMat Co.
Los Angeles, CA 90065
.................................. ...................................
Director Tejon Ranch Company
.................................. ...................................
Director The Bakersfield Californian
.................................. ...................................
Trustee Whittier College
..................................... .................................. ...................................
Paul Hazen Chairman of the Board of Wells Fargo Bank
Directors
.................................. ...................................
Chairman of the Board of Wells Fargo & Company
Directors
.................................. ...................................
Director Phelps Dodge Corporation
.................................. ...................................
Director Safeway, Inc.
..................................... .................................. ...................................
Robert K. Jaedicke Director Wells Fargo Bank
.................................. ...................................
Graduate School of Business Professor (Emeritus) Graduate School of Business
Stanford University Stanford University
Stanford, CA 94305
.................................. ...................................
Director Bailard Biehl & Kaiser Real
Estate Investment Trust, Inc.
.................................. ...................................
Director Boise Cascade Corporation
.................................. ...................................
Director California Water Service Company
.................................. ...................................
Director Enron Corporation
.................................. ...................................
Director GenCorp, Inc.
.................................. ...................................
Director Homestake Mining Company
..................................... .................................. ...................................
Thomas L. Lee Director Wells Fargo Bank
.................................. ...................................
10302 Avenue 7 1/2 Chairman and Chief Executive The Newhall Land and Farming
Firebaugh, CA 93622 Officer Company
.................................. ...................................
Director CalMat Co.
.................................. ...................................
Director First Interstate Bancorp

22
<PAGE>

..................................... .................................. ...................................
Name Title Business Connection
..................................... .................................. ...................................
Ellen Newman Director Wells Fargo Bank
.................................. ...................................
323 Geary Street President Ellen Newman Associates
Suite 507
San Francisco, CA 94102
.................................. ...................................
Chair (Emeritus) of the Board of University of California at San
Trustees Francisco Foundation
.................................. ...................................
Director California Chamber of Commerce
..................................... .................................. ...................................
Philip J. Quigley Director Wells Fargo Bank
.................................. ...................................
130 Kearney Street Rm. 3700 San Chairman, President and Chief Pacific Telesis Group
Francisco, CA 94108 Executive Officer
..................................... .................................. ...................................
Carl E. Reichardt Director Wells Fargo Bank
.................................. ...................................
Director Columbia/HCA Healthcare
Corporation
.................................. ...................................
Director Ford Motor Company
.................................. ...................................
Director Newhall Management Corporation
.................................. ...................................
.................................. ...................................
Director Pacific Gas and Electric Company
.................................. ...................................
Retired Chairman of the Board of Wells Fargo & Company
Directors and Chief Executive
Officer
..................................... .................................. ...................................
Donald B. Rice Director Wells Fargo Bank
.................................. ...................................
2049 Century Park East President and Chief Executive Teledyne, Inc.
Los Angeles, CA 90067 Officer
.................................. ...................................
Retired Secretary The United States Air Force
.................................. ...................................
Director Vulcan Materials Company
..................................... .................................. ...................................
Richard J. Stegemeier Director Wells Fargo Bank
.................................. ...................................
Chairman (Emeritus) Unocal Corporation
.................................. ...................................
Director Foundation Health Corporation
.................................. ...................................
Director Halliburton Company
.................................. ...................................
Director Northrop Grumman Corporation
.................................. ...................................
Director Outboard Marine Corporation
.................................. ...................................
Director Pacific Enterprises
.................................. ...................................
Director First Interstate Bancorp
..................................... .................................. ...................................
Susan G. Swenson Director Wells Fargo Bank
.................................. ...................................
651 Gateway Blvd. President and Chief Executive Cellular One
San Francisco, CA 94080 Officer
..................................... .................................. ...................................
David M. Tellep Director Wells Fargo Bank
.................................. ...................................
Retired Chairman of the Board Martin Lockheed Corporation
and Chief Executive Officer
.................................. ...................................
Director Edison International and Southern
California Edison Company
.................................. ...................................
Director First Interstate Bancorp
..................................... .................................. ...................................
Chang-Lin Tien Director Wells Fargo Bank
.................................. ...................................
Chancellor University of California at
Berkeley
.................................. ...................................
Director Raychem Corporation

23
<PAGE>

(j) Wells Capital Management Incorporated

The description of Wells Capital Management ("WCM"), the investment
sub-adviser for the Portfolio in which Equity Index Fund invests,
contained in Parts A and B of post-effective amendment No. 83
(accession number 0001004402-00-000327) of the Trust's Registration
Statement, is incorporated by reference herein.

The following are the directors and principal executive officers of
WCM, including their business connections, which are of a substantial
nature. The address of WCM is 525 Market Street, San Francisco,
California 94105 and, unless otherwise indicated below, that address is
the principal business address of any company with which the directors
and principal executive officers are connected.
<TABLE>
<S> <C> <C>
Name Title Business Connection
..................................... .................................. ...................................
Allen J. Ayvazian Chief Equity Officer WCM
..................................... .................................. ...................................
Robert Willis President and Chief Investment WCM
Officer
..................................... .................................. ...................................
Brigid Breen Chief Compliance Officer WCM
..................................... .................................. ...................................
Jose Casas Chief Operating Officer WCM
..................................... .................................. ...................................
Larry Fernandes Principal WCM
..................................... .................................. ...................................
Jacqueline Anne Flippin Principal WCM
..................................... .................................. ...................................
Stephen Galiani Senior Principal Director WCM
..................................... .................................. ...................................
Madeleine Gish Senior Principal WCM
..................................... .................................. ...................................
Kelli Ann Lee Managing Director WCM
..................................... .................................. ...................................
Melvin Lindsey Managing Director WCM
..................................... .................................. ...................................
Clark Messman Chief Legal Officer WCM
..................................... .................................. ...................................
Brian Mulligan Managing Director WCM
..................................... .................................. ...................................
Thomas O'Malley Managing Director WCM
..................................... .................................. ...................................
Clyde Ostler Director WCM
..................................... .................................. ...................................
Guy Rounsaville Director WCM
..................................... .................................. ...................................
Katherine Schapiro Senior Principal WCM
..................................... .................................. ...................................
Gary Schlossbertg Economist WCM
</TABLE>

24
<PAGE>

ITEM 27. PRINCIPAL UNDERWRITERS

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

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

(b) The following officers of Forum Fund Services, LLC, the Registrant's
underwriter, hold the following positions with the Registrant. Their
business address is Two Portland Square, Portland, Maine 04101.
<TABLE>
<S> <C> <C>

Name Position with Underwriter Position with Registrant
..................................... .................................. ...................................
John Y. Keffer Director Chairman, President
..................................... .................................. ...................................
David I. Goldstein Secretary Vice President
..................................... .................................. ...................................
Ronald H. Hirsch Treasurer Treasurer
</TABLE>

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

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

ITEM 29. MANAGEMENT SERVICES

Not Applicable.

ITEM 30. UNDERTAKINGS

None.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all of the requirements for effectiveness of this registration statement
under rule 485(b) under the Securities Act and has duly caused this amendment to
its registration statement to be signed on its behalf by the undersigned, duly
authorized, in the City of Portland, and State of Maine on December 29, 2000.

FORUM FUNDS

By: /S/ JOHN Y. KEFFER
----------------------------------------
John Y. Keffer, President

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons on
December 29, 2000.

(a) Principal Executive Officer

/S/ JOHN Y. KEFFER
--------------------------------------------
John Y. Keffer
President and Chairman

(b) Principal Financial Officer

/S/ RONALD H. HIRSCH
--------------------------------------------
Ronald H. Hirsch
Treasurer

/S/ JOHN Y. KEFFER
--------------------------------------------
John Y. Keffer
Trustee

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

By: /S/ JOHN Y. KEFFER
-----------------------------------------
John Y. Keffer
Attorney in Fact*

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

26
<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 December 29, 2000.

CORE TRUST (DELAWARE)

By: /S/ JOHN Y. KEFFER
--------------------------------------
John Y. Keffer, President

On behalf of Core Trust (Delaware), this amendment to the Registration Statement
of Forum Funds has been signed below by the following persons in the capacities
indicated on December 29, 2000.

(d) Principal Executive Officer

/S/ JOHN Y. KEFFER
--------------------------------------------
John Y. Keffer
President and Chairman

(e) Principal Financial Officer

/S/ RONALD H. HIRSCH
--------------------------------------------
Ronald H. Hirsch
Treasurer

(f) A majority of the Trustees

/S/ JOHN Y. KEFFER
--------------------------------------------
John Y. Keffer
Trustee

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

By: /S/ JOHN Y. KEFFER
-----------------------------------------
John Y. Keffer
Attorney in Fact*

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

27
<PAGE>

INDEX TO EXHIBITS

(d)(9) Investment Advisory Agreement between Registrant and Brown Advisory
Incorporated dated December 20, 2000 relating to BrownIA Maryland Bond
Fund.

(h)(6) Shareholder Service Plan of Registrant dated March 1, 2000 relating to
BrownIA Small Cap Growth Fund, BrownIA Growth Equity Fund and BrownIA
Maryland Bond Fund.

(j) Consent of Independent Auditors.

28
<PAGE>