MONARCH FUNDS, 497, 1996-02-29

MONARCH FUNDS
497, 1996-02-29

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MONARCH FUNDS

TREASURY CASH FUND
GOVERNMENT CASH FUND
CASH FUND

INSTITUTIONAL SHARES

Supplement Dated February 23, 1996 to
Prospectus Dated November 1, 1995

FUND BUSINESS DAYS. Institutional Shares may be purchased and redeemed between
the hours of 6:00 a.m. and 3:00 p.m., Pacific time, except on Federal holidays
and any other days that the Federal Reserve Bank of San Francisco is closed
("Fund Business Days"). The Funds will be open on Good Friday.

DETERMINATION OF NET ASSET VALUE. Effective March 1, 1996, the time at which
the Trust determines the net asset value per share of each Fund will be 1:00
p.m., Pacific time, on each Fund Business Day.

WIRE PURCHASES AND REDEMPTIONS. Investors who transmit purchase orders in proper
form to the Transfer Agent by 11:00 a.m., Pacific time, and whose wired funds
are received by the Transfer Agent by 1:00 p.m., Pacific time, will become
shareholders that day and receive dividends for that day. If the purchase order
is transmitted to the Transfer Agent after 11:00 a.m., Pacific time or the wire
received after 1:00 p.m., Pacific time, the investor will become a shareholder
the next Fund Business Day. With respect to orders received by the Transfer
Agent in proper form by 11:00 a.m., Pacific time, the Fund will wire proceeds
the same day to shareholders eligible for wire redemption privileges. With
respect to redemption orders received after 11:00 a.m., Pacific time, the Fund
will wire proceeds the next Fund Business Day.

On days that the New York Stock Exchange or San Francisco Federal Reserve Bank
closes early or the Public Securities Association recommends that the government
securities markets close early, the Trust may advance the time by which the
Transfer Agent must receive completed wire purchase or redemption orders.

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MONARCH FUNDS
TREASURY CASH FUND
GOVERNMENT CASH FUND
CASH FUND

INVESTOR SHARES

Supplement Dated February 23, 1996 to
Prospectus Dated November 1, 1995

FUND BUSINESS DAYS. Investor Shares may be purchased and redeemed between the
hours of 6:00 a.m. and 3:00 p.m., Pacific time, except on Federal holidays and
any other days that the Federal Reserve Bank of San Francisco is closed ("Fund
Business Days"). The Funds will be open on Good Friday.

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MONARCH FUNDS

TREASURY CASH FUND
GOVERNMENT CASH FUND
CASH FUND

UNIVERSAL SHARES

Supplement Dated February 23, 1996 to
Prospectus Dated November 1, 1995

FUND BUSINESS DAYS. Universal Shares may be purchased and redeemed between the
hours of 6:00 a.m. and 3:00 p.m., Pacific time, except on Federal holidays and
any other days that the Federal Reserve Bank of San Francisco is closed ("Fund
Business Days"). The Funds will be open on Good Friday.

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MONARCH FUNDS
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INSTITUTIONAL SHARES

Treasury Cash Fund
Government Cash Fund
Cash Fund

PROSPECTUS
November 1, 1995

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This Prospectus offers Institutional Shares of Treasury Cash Fund, Government
Cash Fund and Cash Fund (each a "Fund" and collectively the "Funds"). Each Fund
is a diversified money market portfolio of Monarch Funds (the "Trust"), an open-
end, management investment company. Each Fund seeks to provide its shareholders
with high current income to the extent consistent with the preservation of
capital and the maintenance of liquidity.

TREASURY CASH FUND invests primarily in obligations of the U.S. Treasury
and in repurchase agreements backed by these obligations.

GOVERNMENT CASH FUND invests primarily in obligations of the U.S.
Government, its agencies and instrumentalities, and in repurchase
agreements backed by these obligations.

CASH FUND invests in a broad spectrum of high-quality money market
instruments.

EACH FUND SEEKS TO ACHIEVE ITS INVESTMENT OBJECTIVE BY INVESTING ALL OF ITS
INVESTABLE ASSETS IN A SEPARATE PORTFOLIO OF A REGISTERED OPEN-END MANAGEMENT
INVESTMENT COMPANY WITH AN IDENTICAL INVESTMENT OBJECTIVE. SEE "PROSPECTUS
SUMMARY" AND "OTHER INFORMATION - FUND STRUCTURE." ACCORDINGLY, EACH FUND'S
INVESTMENT EXPERIENCE WILL CORRESPOND DIRECTLY WITH THAT OF THE PORTFOLIO IN
WHICH IT INVESTS.

This Prospectus sets forth concisely the information concerning the Trust and
the Funds that a prospective investor should know before investing. Investors
should read this Prospectus and retain it for future reference. The Trust has
filed with the Securities and Exchange Commission ("SEC") a Statement of
Additional Information ("SAI") dated November 1, 1995, which contains more
detailed information about the Trust and the Funds and which, as amended from
time to time, is incorporated herein by reference. The SAI is available without
charge by contacting the Trust's distributor, Forum Financial Services, Inc., at
Two Portland Square, Portland, Maine 04101.

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TABLE OF CONTENTS

1. Prospectus Summary . . . 2 5. Purchases and Redemptions of Shares. 7
2. Financial Highlights . . 3 6. Purchase and Redemption Procedures . 8
3. Investment Objective 7. Dividends and Tax Matters. . . . . . 9
and Policies . . . . . . 4 8. Other Information. . . . . . . . . .10
4. Management . . . . . . . 6
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THERE CAN BE NO ASSURANCE THAT ANY FUND WILL BE ABLE TO MAINTAIN A STABLE NET
ASSET VALUE OF $1.00 PER SHARE.

FUND SHARES ARE NOT OBLIGATIONS, DEPOSITS OR ACCOUNTS OF, OR ENDORSED OR
GUARANTEED BY, ANY BANK OR ANY AFFILIATE OF A BANK AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FDIC, THE FEDERAL RESERVE SYSTEM OR ANY
OTHER FEDERAL AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

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1. PROSPECTUS SUMMARY

FUND HIGHLIGHTS

THE FUNDS. Each Fund seeks to achieve its investment objective by investing
all of its investable assets in Treasury Cash Portfolio, Government Cash
Portfolio and Cash Portfolio (each a "Portfolio" and collectively the
"Portfolios"), separate series of Core Trust (Delaware) ("Core Trust"), itself a
registered open-end management investment company. Accordingly, the investment
experience of each Fund will correspond directly with the investment experience
of its corresponding Portfolio. See "Other Information - Fund Structure." This
prospectus offers shares of the Institutional class of each Fund ("Institutional
Shares").

MANAGEMENT. Forum Financial Services, Inc. ("Forum") supervises the overall
management of the Funds and the Portfolios and is the distributor of the Funds'
shares. Linden Asset Management, Inc. (the "Adviser") is the investment adviser
of each Portfolio and provides professional management of the Portfolio's
investments. Forum Advisors, Inc. ("Forum Advisors") provides certain
subadvisory assistance to the Adviser. The Trust's transfer agent and dividend
disbursing agent is Forum Financial Corp. See "Management."

SHAREHOLDER SERVICING. The Trust has adopted a Shareholder Service Plan
relating to Institutional Shares under which Forum is compensated for various
shareholder servicing activities. See "Management - Shareholder Servicing."

PURCHASES AND REDEMPTIONS. Institutional Shares may be purchased and redeemed
Monday through Friday except on Federal holidays, Good Friday and other days
that the Federal Reserve Bank of San Francisco is closed ("Fund Business Days").
To be effective that day, purchase and redemption orders must be received by the
Transfer Agent in good order no later than 11:00 a.m., Pacific time (2:00 p.m.,
Eastern Time). Shareholders may elect to have redemptions of over $5,000
redeemed by bank wire to a designated bank account. See "Purchases and
Redemptions of Shares" and "Purchase and Redemption Procedures."

EXCHANGES. Shareholders may exchange Institutional Shares for Institutional
Shares of the other Funds. See "Purchase and Redemption Procedures - Exchange
Program."

DIVIDENDS. Dividends of net investment income are declared daily and paid
monthly by each Fund and are automatically reinvested in additional Fund shares
unless the shareholder has requested payment in cash. See "Dividends and Tax
Matters."

INVESTMENT CONSIDERATIONS. There can be no assurance that any Fund will be able
to maintain a stable net asset value of $1.00 per share. Although the Funds
invest in money market instruments, all securities involve some level of
investment risk.

EXPENSES OF INVESTING IN THE FUNDS

The purpose of the following table is to assist investors in understanding the
various expenses that an investor in Institutional Shares will bear directly or
indirectly. There are no transaction expenses associated with purchases,
redemptions or exchanges of Fund shares.

ANNUAL OPERATING EXPENSES (as a percentage of average net assets)

Treasury Government
Cash Fund Cash Fund Cash Fund
--------- --------- ---------
Management Fees 0.14% 0.14% 0.14%
Rule 12b-1 Fees None None None
Other Expenses (after
reimbursements and waivers) 0.31% 0.43% 0.43%
----- ----- -----
Total Operating Expenses 0.45% 0.57% 0.57%

For a further description of the various expenses incurred in the operation of
the Funds and the Portfolios, see "Management." Expenses for each Fund are based
on annualized estimated expenses for the fiscal year ending August 31, 1996.
Absent estimated fee waivers and reimbursements, the various expenses for each
of Treasury Cash Fund, Government Cash Fund and Cash Fund would be: Other
Expenses would be, 0.56%, 0.46% and 0.55%, respectively, and Total Operating
Expenses would be, 0.70%, 0.60% and 0.69%, respectively.

Each Fund's expenses include the Fund's pro rata portion of all operating
expenses of the corresponding Portfolio, which will be borne indirectly by Fund
shareholders. The Trust's board of trustees believes that the aggregate per
share expenses of each Fund and its respective Portfolio will be approximately
equal to the expenses the Fund would incur if its assets were invested directly
in money market securities. Management Fees include all administration fees and
investment advisory fees incurred by the Portfolios; as long as its assets are
invested in a Portfolio, a Fund pays no investment advisory fees directly.

2
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EXAMPLE

You would pay directly or indirectly the following expenses on a $1,000
investment in Institutional Shares, assuming a 5% annual return and redemption
at the end of each period:

One Year Three Years Five Years Ten Years
-------- ----------- ---------- ---------
Treasury Cash Fund $5 $14 $25 $57
Government Cash Fund $6 $18 $32 $71
Cash Fund $6 $18 $32 $71

The example is based on the expenses listed in the table and assumes the
reinvestment of all dividends. THE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OR RETURN. ACTUAL EXPENSES AND RETURN
MAY BE GREATER OR LESS THAN INDICATED.

2. FINANCIAL HIGHLIGHTS

The following information represents selected data for a single outstanding
Institutional Share of each Fund for the periods indicated. During the periods
shown the Funds invested directly in portfolio securities and not in a
corresponding Portfolio. Prior to the offering of Institutional Shares of
Government Cash Fund and Cash Fund, those Funds had commenced operations;
selected data for a single outstanding Universal Share of these Funds for their
first year of operations also is shown. This information has been audited by
KPMG Peat Marwick LLP, independent auditors. The Funds' financial statements
and the independent auditors' report thereon are incorporated by reference into
the SAI and may be obtained without charge upon request.

Ratios to Average Net
Assets Assets at Ratio to
Beginning Dividends Ending --------------------- End of Average Net
Net Asset Net From Net Net Asset Net Period Assets
Value Per Investment Investment Value per Investment Total (000's Gross
Share Income Income Share Expenses Income Return Omitted) Expenses(2)
----- ------ ------ ----- -------- ------ ------ ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TREASURY CASH FUND
INSTITUTIONAL SHARES
Year Ended August 31, 1993(1) $ 1.00 ----- ----- $ 1.00 0.45%(3) 2.56%(3) 2.81%(3) $ 39,660 1.09%(3)
Year Ended August 31, 1994 1.00 $0.03 $(0.03) 1.00 0.42% 3.03% 3.11% 41,194 0.74%
Year Ended August 31, 1995 1.00 0.05 (0.05) 1.00 0.42% 5.18% 5.28% 28,530 0.86%

GOVERNMENT CASH FUND
INSTITUTIONAL SHARES
Year Ended August 31, 1993(1) 1.00 ---- ----- 1.00 0.53%(3) 2.91%(3) 2.89%(3) 31,483 1.04%(3)
Year Ended August 31, 1994 1.00 0.03 (0.03) 1.00 0.56% 3.45% 3.35% 61,738 0.68%
Year Ended August 31, 1995 1.00 0.05 (0.05) 1.00 0.54% 5.39% 5.46% 186,620 0.66%

UNIVERSAL SHARES
YEAR ENDED AUGUST 31, 1993(1) 1.00 0.03 (0.03) 1.00 0.21%(3) 3.19%(3) 3.23%(3) 158,516 0.52%(3)

CASH FUND
INSTITUTIONAL SHARES
Year Ended August 31, 1993(1) 1.00 ----- ----- 1.00 0.53%(3) 2.94%(3) 2.97%(3) 34,383 1.07%(3)
Year Ended August 31, 1994 1.00 0.03 (0.03) 1.00 0.54% 3.43% 3.40% 55,771 0.72%
Year Ended August 31, 1995 1.00 0.05 (0.05) 1.00 0.54% 5.33% 5.23% 73,802 0.69%

UNIVERSAL SHARES
Year Ended August 31, 1993(1) 1.00 0.03 (0.03) 1.00 0.25%(3) 3.29%(3) 3.36%(3) 47,854 0.62%(3)
</TABLE>

(1) Government Cash Fund and Cash Fund commenced operations and the offering of
Universal Shares on, October 29, 1992 and December 1, 1992,
respectively, and the offering of Institutional Shares on July 15, 1993.
Treasury Cash Fund commenced operations and the offering of Institutional
Shares on July 12, 1993.

(2) During the periods various fees and expenses were waived and reimbursed,
respectively. The ratio of Gross Expenses to Average Net Assets reflects
the expense ratio in the absence of any waivers and reimbursements.

(3) Annualized.

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3. INVESTMENT OBJECTIVE AND POLICIES

Each Fund has a fundamental investment policy that allows it to invest all of
its investable assets in its corresponding Portfolio. All other investment
policies of each Fund and its corresponding Portfolio are identical. Therefore,
although the following discusses the investment policies of the Portfolios (and
the responsibilities of Core Trust's board of trustees (the "Core Trust
Board")), it applies equally to the Funds (and the Trust's board of trustees
(the "Board")).

INVESTMENT OBJECTIVE

The investment objective of each Fund is to provide high current income to the
extent consistent with the preservation of capital and the maintenance of
liquidity. Each Fund currently seeks to achieve its investment objective by
investing all of its investable assets in its corresponding Portfolio, which has
the same investment objective. There can be no assurance that any Fund or
Portfolio will achieve its investment objective.

INVESTMENT POLICIES

The Portfolios invest only in high quality, short-term money market instruments
that are determined by the Adviser, pursuant to procedures adopted by the Core
Trust Board, to be eligible for purchase and to present minimal credit risks.
High quality instruments include those that (i) are rated (or, if unrated, are
issued by an issuer with comparable outstanding short-term debt that is rated)
in the highest rating category by two nationally recognized statistical rating
organizations ("NRSROs") or, if only one NRSRO has issued a rating, by that
NRSRO or (ii) are otherwise unrated and determined by the Adviser to be of
comparable quality. A description of the rating categories of certain NRSROs,
such as Standard & Poor's and Moody's Investors Service, Inc., is contained in
the SAI.

Each Portfolio invests only in U.S. dollar-denominated instruments that have a
remaining maturity of 397 days or less (as calculated under Rule 2a-7 under the
Investment Company Act of 1940 (the "1940 Act")) and maintains a dollar-weighted
average portfolio maturity of 90 days or less. Except to the limited extent
permitted by Rule 2a-7 and except for U.S. Government Securities, each Portfolio
will not invest more than 5% of its total assets in the securities of any one
issuer. As used herein, "U.S. Government Securities" means obligations issued
or guaranteed as to principal and interest by the United States Government, its
agencies or instrumentalities.

Although each Portfolio only invests in high quality money market instruments,
an investment in a Portfolio is subject to risk even if all securities in the
Portfolio's portfolio are paid in full at maturity. All money market
instruments, including U.S. Government Securities, can change in value when
there is a change in interest rates, the issuer's actual or perceived
creditworthiness or the issuer's ability to meet its obligations.

TREASURY CASH PORTFOLIO

Treasury Cash Portfolio seeks to attain its investment objective by investing
primarily in U.S. Treasury Securities and repurchase agreements backed by U.S.
Treasury Securities. As used herein, "U.S. Treasury Securities" means U.S.
Treasury bills and notes and other U.S. Government Securities which are
guaranteed as to principal and interest by the U.S. Treasury.

GOVERNMENT CASH PORTFOLIO

Government Cash Portfolio seeks to attain its investment objective by investing
primarily in U.S. Government Securities and in repurchase agreements backed by
U.S. Government Securities. The U.S. Government Securities in which the
Portfolio may invest include securities issued by the U.S. Treasury and
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities that are backed by the full faith and credit of the U.S.
Government, such as those guaranteed by the Small Business Administration. In
addition, the U.S. Government Securities in which the Portfolio may invest
include securities supported primarily or solely by the creditworthiness of the
issuer, such as securities of the Federal National Mortgage Association. There
is no guarantee that the U.S. Government will support securities not backed by
its full faith and credit. Accordingly, although these securities have
historically involved little risk of loss of principal if held to maturity, they
may involve more risk than full faith and credit securities.

CASH PORTFOLIO

Cash Portfolio seeks to attain its investment objective by investing in a broad
spectrum of money market instruments. The Portfolio may invest in (i)
obligations of domestic financial institutions, (ii) U.S. Government Securities
(see "Investment Objective and Policies - Government Cash Portfolio") and (iii)
corporate debt obligations of domestic issuers.

Financial institution obligations include negotiable certificates of deposit,
bank notes, bankers' acceptances and time deposits of banks (including savings
banks and savings associations) and their foreign branches. The Portfolio
limits its investments in bank obligations to banks which at the time of
investment have total assets in excess of one billion dollars. Certificates of
deposit represent an institution's obligation to repay funds deposited with it
that earn a specified interest rate over a given

4
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period. Bank notes are debt obligations of a bank. Bankers' acceptances are
negotiable obligations of a bank to pay a draft which has been drawn by a
customer and are usually backed by goods in international trade. Time
deposits are non-negotiable deposits with a banking institution that earn a
specified interest rate over a given period. Certificates of deposit and
fixed time deposits, which are payable at the stated maturity date and bear a
fixed rate of interest, generally may be withdrawn on demand by the Portfolio
but may be subject to early withdrawal penalties which could reduce the
Portfolio's yield.

Corporate debt obligations include commercial paper (short-term promissory
notes) issued by companies to finance their, or their affiliates', current
obligations. The Portfolio may also invest in commercial paper or other
corporate securities issued in "private placements" without registration under
the Securities Act of 1933. These "restricted securities" are restricted as to
disposition under the Federal securities laws in that any sale of these
securities may not be made absent registration under the Securities Act of 1933
or an appropriate exemption therefrom.

ADDITIONAL INVESTMENT POLICIES

Each Fund's and each Portfolio's investment objective and certain investment
limitations, as described in the SAI, may not be changed without approval of the
holders of a majority of the Fund's or Portfolio's, as applicable, outstanding
voting securities (as defined in the 1940 Act). Except as otherwise indicated
herein or in the SAI, investment policies of a Fund or a Portfolio may be
changed by the applicable board of trustees without shareholder approval. Each
Portfolio may borrow money for temporary or emergency purposes (including the
meeting of redemption requests), but not in excess of 33 1/3% of the value of
the Portfolio's total assets. Borrowing for purposes other than meeting
redemption requests will not exceed 5% of the value of the Portfolio's total
assets. Each Portfolio is permitted to hold cash in any amount pending
investment in securities and may invest in other investment companies that
intend to comply with Rule 2a-7 and have substantially similar investment
objectives and policies. A further description of the Funds' and the
Portfolios' investment policies is contained in the SAI.

REPURCHASE AGREEMENTS. Each Portfolio may seek additional income by entering
into repurchase agreements. Repurchase agreements are transactions in which a
Portfolio purchases a security and simultaneously commits to resell that
security to the seller at an agreed-upon price on an agreed-upon future date,
normally one to seven days later. The resale price reflects a market rate of
interest that is not related to the coupon rate or maturity of the purchased
security. The Trust holds the underlying collateral, which is maintained at not
less than 100% of the repurchase price. Repurchase agreements involve certain
risks not associated with direct investment in securities. The Portfolios,
however, intend to enter into repurchase agreements only with sellers which the
Adviser believes present minimal credit risks in accordance with guidelines
established by the Core Trust Board. In the event that a seller defaulted on
its repurchase obligation, however, a Portfolio might suffer a loss.

LIQUIDITY. To ensure adequate liquidity, each Portfolio may not invest more
than 10% of its net assets in illiquid securities, including repurchase
agreements not entitling the Portfolio to payment of principal within seven
days. There may not be an active secondary market for securities held by a
Portfolio. The value of securities that have a limited market tend to fluctuate
more than those that have an active market. For this reason, a Portfolio could
suffer a loss with respect to an instrument. The Adviser monitors the liquidity
of the Portfolios' investments, but there can be no guarantee that an active
secondary market will exist.

WHEN-ISSUED SECURITIES. In order to assure itself of being able to obtain
securities at prices which the Adviser believes might not be available at a
future time, each Portfolio may purchase securities on a when-issued or delayed
delivery basis. Securities so purchased are subject to market price fluctuation
and no interest on the securities accrues to a Portfolio until delivery and
payment take place. Accordingly, the value of the securities on the delivery
date may be more or less than the purchase price. Commitments for when-issued
or delayed delivery transactions will be entered into only when a Portfolio has
the intention of actually acquiring the securities. Failure by the other party
to deliver a security purchased by a Portfolio may result in a loss or missed
opportunity to make an alternative investment.

VARIABLE AND FLOATING RATE SECURITIES. The securities in which the Portfolios
invest may have variable or floating rates of interest. These securities pay
interest at rates that are adjusted periodically according to a specified
formula, usually with reference to some interest rate index or market interest
rate. The interest paid on these securities is a function primarily of the
index or market rate upon which the interest rate adjustments are based. Those
securities with ultimate maturities of greater than 397 days may be purchased
only pursuant to Rule 2a-7. Under that Rule, only those long-term instruments
that have demand features which comply with certain requirements and certain
U.S. Government Securities may be purchased. Similar to fixed rate debt
instruments, variable and floating rate instruments are subject to changes in
value based on changes in market interest rates or changes in the issuer's
creditworthiness.

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No Portfolio may purchase a variable or floating rate security whose interest
rate is adjusted based on a long-term interest rate or index, on more than one
interest rate or index, or on an interest rate or index that materially lags
short-term market rates (these prohibited securities are often referred to as
"derivative" securities). All variable and floating rate securities purchased
by a Portfolio will have an interest rate that is adjusted based on a single
short-term rate or index, such as the Prime Rate.

FINANCIAL INSTITUTION GUIDELINES. Treasury Cash Portfolio and Government Cash
Portfolio invest 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. In addition, these Portfolios limit their investments to those
permissible for Federally chartered credit unions under applicable provisions of
the Federal Credit Union Act and the applicable rules and regulations of the
National Credit Union Administration. Government Cash Portfolio limits its
investments to investments that are legally permissible for Federally chartered
savings associations without limit as to percentage and to investments that
permit Fund shares to qualify as liquid assets and as short-term liquid assets.

4. MANAGEMENT

The business of the Trust is managed under the direction of the Board and the
business of Core Trust is managed under the direction of the Core Trust Board.
The Board formulates the general policies of the Funds and meets periodically to
review the results of the Funds, monitor investment activities and practices and
discuss other matters affecting the Fund and the Trust. The SAI contains
general background information about the trustees and officers of the Trust and
of Core Trust.

MANAGER AND INVESTMENT ADVISERS

Forum supervises the overall management of the Trust, including overseeing the
Trust's receipt of services, advising the Trust and the Trustees on matters
concerning the Trust and its affairs, and providing the Trust with general
office facilities and certain persons to serve as officers. For these services
and facilities, Forum receives a fee at an annual rate of 0.05% of the daily net
assets of each Fund. Forum also serves as administrator of Core Trust and
provides administrative services for each Portfolio that are similar to those
provided to the Funds. For its administrative services to the Portfolios, Forum
receives a fee at an annual rate of 0.05% of the daily net assets of each
Portfolio.

As of the date hereof Forum acted as manager and distributor of registered
investment companies with assets of approximately $11.0 billion. Forum, which
is located at Two Portland Square, Portland, Maine 04101, is a registered
broker-dealer and is a member of the National Association of Securities Dealers,
Inc. As of the date of this Prospectus, Forum, Forum Advisors and the Trust's
transfer agent were each directly controlled by John Y. Keffer, an officer and
Trustee of the Trust and of Core Trust.

Subject to the general supervision of the Core Trust Board, the Adviser makes
investment decisions for the Portfolios and monitors the Portfolios'
investments. The Adviser, which is located at 812 N. Linden Drive, Beverly
Hills, California 90210, is controlled by Anthony R. Fischer, Jr., who acts as
each Portfolio's portfolio manager. The Portfolios are currently the only
investment companies advised by the Adviser. From time to time Forum Advisors
may provide the Adviser with assistance regarding certain of the Adviser's
responsibilities. These services may include management of part of or all of
the Portfolios' investment portfolios. Forum Advisors, which is located at Two
Portland Square, Portland, Maine 04101, provides investment advisory services to
five other mutual funds.

For its services, the Adviser receives from each Portfolio an advisory fee based
upon the total average daily net assets of the three Portfolios ("Total
Portfolio Assets") that is calculated on a cumulative basis as follows: 0.05%
of the first $200 million of Total Portfolio Assets, 0.03% of the next $300
million of Total Portfolio Assets, and 0.02% of the remaining Total Portfolio
Assets. To the extent the Adviser has delegated its responsibilities to Forum
Advisors, the Adviser pays the advisory fee accrued for such period of time to
Forum Advisors. It is anticipated that the Adviser will delegate responsibility
for portfolio management infrequently to Forum Advisors.

Each Fund may withdraw its investment from its corresponding Portfolio at any
time if the Board determines that it is in the best interests of the Fund and
its shareholders to do so. See "Other Information - Fund Structure."
Accordingly, each Fund has retained the Adviser and Forum Advisors as its
investment advisers to manage the Fund's assets in the event the Fund so
withdraws its investment. No advisory fees are paid directly by a Fund as long
as the Fund remains completely invested in its corresponding Portfolio or any
other investment company.

SHAREHOLDER SERVICING

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the Funds (unless such accounts are maintained by sub-transfer
agents or processing agents) and performs other transfer agency and related
functions.

The Transfer Agent is authorized to subcontract any or all of its functions to
one or more qualified sub-transfer agents or processing agents, which may be its
affiliates, who agree to comply with the terms of the Transfer Agent's agreement
with the Trust. The Transfer Agent may pay those agents for their services, but
no such payment will increase the Transfer Agent's compensation from the Trust.
For its services, the Transfer Agent is paid a transfer agent fee at an annual
rate of 0.20% of the average daily net assets of each Fund attributable to
Institutional Shares plus $12,000 per year and certain account and additional
class charges and is reimbursed for certain expenses incurred on behalf of
the Funds. Forum Financial Corp. is also paid a fee for its portfolio
accounting services to each Portfolio.

SHAREHOLDER SERVICE AGENTS. The Trust has adopted a shareholder service plan
("Shareholder Service Plan") which provides that, as compensation for Forum's
service activities with respect to Institutional Shares, the Trust shall pay
Forum a fee at an annual rate of 0.15% of the average daily net assets
attributable to Institutional Shares. Under this plan, Forum is authorized to
enter into shareholder servicing agreements pursuant to which the shareholder
servicing agent, on behalf of its customers, performs certain shareholder
services not otherwise provided by the Transfer Agent. As compensation for its
services, the shareholder servicing agent, which will be a Participating
Organization, is paid a fee by Forum of up to 0.15% of the average daily net
assets of Institutional Shares owned by investors for which the shareholder
service agent maintains a servicing relationship. Certain shareholder servicing
agents may be subtransfer or processing agents.

Among the services provided by shareholder servicing agents are answering
customer inquiries regarding the manner in which purchases, exchanges and
redemptions of shares of the Trust may be effected and other matters pertaining
to the Trust's services; providing necessary personnel and facilities to
establish and maintain shareholder accounts and records; assisting shareholders
in arranging for processing purchase, exchange and redemption transactions;
arranging for the wiring of funds; guaranteeing shareholder signatures in
connection with redemption orders and transfers and changes in shareholder-
designated accounts; integrating periodic statements with other customer
transactions; and providing such other related services as the shareholder may
request.

EXPENSES

Each Fund bears all of its expenses, which include Trust expenses attributable
to the Fund, which are allocated to the Fund, and expenses not specifically
attributable to any Fund, which are allocated among the Funds in proportion to
their average net assets. Each service provider may each elect to waive (or
continue to waive) all or a portion of its fees and may reimburse a Fund for
certain expenses. Any such waivers or reimbursements will have the effect of
increasing the Fund's performance for the period during which the waiver or
reimbursement is in effect. No fee waivers may be recouped at a later date.

5. PURCHASES AND REDEMPTIONS OF SHARES

Financial institutions contemplating offering Institutional Shares to their
various customers may obtain information or assistance by contacting the Trust
at 207-879-0001 or writing the Trust at the following address: Monarch Funds,
P.O. Box 446, Portland, Maine 04112. There is a $500,000 minimum for initial
investments in a Fund through a single financial institution and a $50,000
minimum initial investment for accounts of record held by the Transfer Agent.
The Trust and the Manager reserve the right to reduce these minimums as deemed
appropriate.

All transactions in Fund shares are effected through the Transfer Agent, which
accepts orders for purchases and redemptions only from shareholders of record
and new investors. Shareholders of record will receive from the Trust monthly
statements listing all account activity during the statement period. The Trust
reserves the right in the future to modify, limit or terminate any shareholder
privilege upon appropriate notice.

PURCHASES

Fund shares are sold on a continuous basis at their next determined net asset
value on all Fund Business Days. Fund shares are issued immediately following
the next determination of the Fund's net asset value made after an order for the
shares in proper form, accompanied by funds on deposit at a Federal Reserve Bank
("Federal Funds"), is received by the Transfer Agent. An investor's funds will
not be accepted or invested by a Fund during the period before the Fund's
receipt of Federal Funds. The Trust reserves the right to reject any
subscription for the purchase of Fund shares.

REDEMPTIONS

<PAGE>

Redemption proceeds are paid by check mailed to the shareholder's record
address immediately following any redemption unless the shareholder has
elected wire redemption privileges. The right of redemption may not be
suspended nor the payment dates postponed except when the New York Stock
Exchange is closed (or when trading thereon is restricted) for any reason
other than its customary weekend or holiday closings or under any emergency
or other circumstance as determined by the SEC.

Redemption proceeds from the Portfolios may be made wholly or partially in
portfolio securities if the Adviser determines it to be in the best interests of
the Portfolio. Similarly, redemption proceeds from a Fund may be made wholly or
partially in portfolio securities if it is determined to be in the best
interests of the Fund.

If a shareholder elects telephone redemption or exchange privileges, as long as
the Trust employs reasonable procedures to insure that telephone orders are
genuine (which include recording certain transactions and the use of immediate
written confirmation by facsimile or otherwise), the Trust, the Transfer Agent
and Forum are not responsible for the authenticity of telephone instructions or
losses, if any, resulting from unauthorized telephone redemption or exchange
requests. Shareholders should verify the accuracy of telephone instructions
immediately upon receipt of confirmation statements.

6. PURCHASE AND REDEMPTION PROCEDURES

Investors may obtain the account application necessary to open an account or
obtain additional information or assistance by contacting their financial
institution (or the Trust at 207-879-0001 and the address on the cover page):

INITIAL INVESTMENTS

BY BANK WIRE. To make an initial investment in a Fund using the federal wire
system for transmittal of money among banks, an investor should first telephone
the Transfer Agent at 207-879-0001 to obtain an account number. The investor
should then instruct a member commercial bank to wire the investor's money
immediately to:

Imperial Bank
ABA# 122201444
For Credit To: Forum Financial Corp.
Account #: 09075-933
Re: [Name of Fund] -- Institutional Shares
Account #: ______________________
Account Name:____________________

The investor should then promptly complete and mail the account application.
Payment in the form of a bank wire is treated as a Federal Funds payment
received at the time the wire is received.

BY MAIL. Investors may send a check made payable to the Trust along with a
completed account application to the Transfer Agent at the address listed above.
Checks are accepted at full value subject to collection.

THROUGH FINANCIAL INSTITUTIONS. Shares may be purchased and redeemed through a
"Participating Organization" (certain financial institutions which are capable
of maintaining certain automated data exchange arrangements with the Transfer
Agent). Affiliates of the Transfer Agent may be Participating Organizations.
Participating Organizations may charge a fee for their services, may receive
Shareholder service fees and may otherwise act as processing agents.
Participating Organizations are responsible for promptly transmitting purchase,
redemption and other requests to the Funds. Fund shares are issued at the price
next determined after an order for the shares in proper form, accompanied by
Federal Funds, is received by the Transfer Agent.

Investors who purchase shares in this manner will be subject to the procedures
of the Participating Organization through whom they purchase shares, which may
include charges, investment minimums, cutoff times and other restrictions in
addition to, or different from, those applicable to shareholders who invest in a
Fund directly. Investors purchasing Fund shares in this manner should acquaint
themselves with their Participating Organization's procedures and should read
this Prospectus in conjunction with any materials and information provided by
their Participating Organization. Also, investors purchasing shares in this
manner may or may not be the shareholder of record and, subject to their
Participating Organization's procedures, may have Fund shares transferred into
their name. Investors who are not shareholders of record may nonetheless have
the right to vote shares depending upon their arrangement with their
institution. Certain Participating Organizations may enter purchase orders with
payment to follow. Certain states permit shares to be purchased and redeemed
only through registered broker-dealers, including the Manager.

<PAGE>

SUBSEQUENT INVESTMENTS

Subsequent investments in a Fund may be made by bank wire, by check or through
Participating Organizations. Shareholders using the wire system for subsequent
investments should first telephone the Transfer Agent at 207-879-0001 to notify
it of the wire transfer.

REDEMPTION OF SHARES

Shareholders that wish to redeem shares by telephone or to have redemption
proceeds transmitted by bank wire must elect these options by properly
completing the appropriate sections of their account application.

Shareholders may make a redemption in any amount by sending a written request to
the Transfer Agent or, for shareholders that have elected telephone redemption
privileges, by calling the Transfer Agent and providing the shareholder's
account number, the exact name in which the shareholder's shares are registered
and the shareholder's social security or taxpayer identification number.
During times of drastic economic or market changes, the telephone redemption
privilege may be difficult to implement.

BANK WIRE REDEMPTION. For redemptions of more than $5,000 (or with respect to
Participating Organizations, any amount), a shareholder that has elected wire
redemption privileges may request a Fund to transmit redemption proceeds by
Federal Funds wire to a bank account designated on the shareholder's account
application.

SIGNATURE GUARANTEES. A signature guarantee is required for any written
redemption request (other than an exchange) and for any instruction to change
the shareholder's record name or address, a designated bank account, the
dividend and distribution election, or the telephone redemption or other option
elected on an account. In addition, all certificates submitted for redemption
must be endorsed by the shareholder with signature guaranteed. Signature
guarantees may be provided by any eligible institution acceptable to the
Transfer Agent, including a bank, a broker, a dealer, a national securities
exchange, a credit union, or a savings association that is authorized to
guarantee signatures.

OTHER REDEMPTION MATTERS. Share certificates are issued only to shareholders of
record upon their written request and no certificates are issued for fractional
shares. Shares for which certificates have been issued may not be redeemed or
exchanged by telephone. Due to the cost to the Trust of maintaining smaller
accounts, the Trust reserves the right to redeem, upon not less than 60 days'
written notice, all shares in any Fund account with an aggregate net asset value
of less than $100,000, unless an investment is made to restore the minimum
value.

EXCHANGE PROGRAM

Investors in Institutional Shares of a Fund are entitled to exchange their
shares for Institutional Shares of another Fund if that Fund's shares are
eligible for sale in the shareholder's state. Exchanges are subject to minimum
investment requirements of the Funds. There is currently no limit on the number
of exchanges a shareholder may make. The Trust reserves the right in the future
to modify, limit or terminate the exchange privilege upon appropriate notice to
shareholders.

Exchanges may be accomplished by written instructions to the Transfer Agent or,
for shareholders that have elected telephone exchange privileges, by calling the
Transfer Agent and providing the shareholder's account number, the exact name in
which the shareholder's shares are registered and the shareholder's social
security or taxpayer identification number. During times of drastic economic or
market changes, the telephone exchange privilege may be difficult to implement.

7. DIVIDENDS AND TAX MATTERS

DIVIDENDS AND DISTRIBUTIONS

Dividends of each Fund's net investment income are declared daily and paid
monthly following the close of the last Fund Business Day of the month. Net
capital gain realized by a Fund, if any, will be distributed annually. Fund
shares become entitled to receive dividends on the day the shares are issued.
Shares redeemed are not entitled to receive dividends declared on or after the
day on which the redemption becomes effective.

Shareholders may choose either to have all dividends reinvested in additional
Fund shares or received in cash or to have dividends of net capital gain
reinvested in additional Fund shares and dividends of net investment income paid
in cash. All dividends are treated in the same manner for Federal income tax
purposes whether received in cash or reinvested in shares of the Fund.

TAX MATTERS

<PAGE>

investment income and capital gain distributed to its shareholders. Because the
Funds intend to distribute all of their net investment income and net capital
gain each year, the Funds should also avoid Federal excise taxes.

Dividends paid by each Fund out of its net investment income (including realized
net short-term capital gain) are taxable to the shareholders of the Fund as
ordinary income. Distributions of net long-term capital gain, if any, realized
by a Fund are taxable to shareholders as long-term capital gain, regardless of
the length of time the Fund shares were held by the shareholder at the time of
distribution.

THE PORTFOLIOS. The Portfolios are not required to pay Federal income taxes on
their net investment income and capital gain, as they are treated as
partnerships for Federal income tax purposes. All interest, dividends and gains
and losses of a Portfolio are deemed to have been "passed through" to the
respective Fund in proportion to the Fund's holdings of the Portfolio,
regardless of whether such interest, dividends or gains have been distributed by
the Portfolio or losses have been realized by the Portfolio.

Reports containing appropriate information with respect to the Federal income
tax status of dividends and other distributions paid during the year by the Fund
will be mailed to shareholders shortly after the close of each calendar year.

The foregoing is only a summary of some of the Federal tax considerations
generally affecting the Funds and their shareholders. The SAI contains a
further discussion. Because other Federal, state or local tax considerations
may apply, investors are urged to consult their tax advisors.

8. OTHER INFORMATION

FUND PERFORMANCE

Institutional Shares' performance may be advertised. All performance
information is based on historical results, is not intended to indicate future
performance and, unless otherwise indicated, is net of all expenses. Yield,
which shows the rate of income a Fund has earned on its investments as a
percentage of the Fund's share price, may be advertised. To calculate yield, a
Fund takes the interest income it earned from its portfolio of investments for a
specified period (net of expenses), divides it by the average number of shares
entitled to receive dividends, and expresses the result as an annualized
percentage rate based on the Fund's share price at the end of the period. A
Fund's compounded annualized yield assumes the reinvestment of dividends paid by
the Fund, and, therefore will be somewhat higher than the annualized yield for
the same period. Each class' performance will vary. The Funds' advertisements
may also reference ratings and rankings among similar funds by independent
evaluators such as Morningstar, Lipper Analytical Services, Inc. or
IBC/Donoghue, Inc. In addition, the performance of the Funds may be compared to
recognized indices of market performance. The comparative material found in a
Fund's advertisements, sales literature, or reports to shareholders may contain
performance rankings. This material is not to be considered representative or
indicative of future performance.

BANKING LAW MATTERS

Banking laws and regulations generally permit a bank or bank affiliate to
purchase shares of an investment company as agent for and upon the order of a
customer and permit a bank or bank affiliate to serve as a Participating
Organization or perform sub-transfer agent or similar services for the Trust and
its shareholders. If a bank or bank affiliate were prohibited from performing
all or a part of the foregoing services, its shareholder customers would be
permitted to remain shareholders of the Trust and alternative means for
continuing to service them would be sought.

DETERMINATION OF NET ASSET VALUE

The Trust determines the net asset value per share of each Fund as of 11:00
a.m., Pacific time, on each Fund Business Day. Net asset value per share is
determined by dividing the value of the Fund's net assets (the value of its
interest in the Portfolio and other assets less its liabilities) by the number
of shares outstanding at the time the determination is made. In order to more
easily maintain a stable net asset value per share, each Portfolio's portfolio
securities are valued at their amortized cost (acquisition cost adjusted for
amortization of premium or accretion of discount) in accordance with Rule 2a-7.
The Portfolios will only value their portfolio securities using this method if
the Core Trust Board believes that it fairly reflects the market-based net asset
value per share. The Portfolios' other assets, if any, are valued at fair value
by or under the direction of the Core Trust Board.

<PAGE>

THE TRUST AND ITS SHARES

The Trust is registered with the SEC as an open-end management investment
company and was organized as a business trust under the laws of the State of
Delaware on July 10, 1992. The Board has the authority to issue an unlimited
number of shares of beneficial interest of separate series with no par value per
share and to create classes of shares within each series. Except for the Funds,
no other series of shares are currently authorized.

As of October 25, 1995, Imperial Trust Company, Los Angeles, California owned of
record for the benefit of its various customers, more than 25% of the total
outstanding Institutional Shares of Treasury Cash Fund and Cash Fund. From
time to time various shareholders may own a large percentage of Institutional
Shares or shares of other classes of a Fund. Accordingly, these shareholders
may be able to greatly affect (if not determine) the outcome of any shareholder
vote.

Shares issued by the Trust have no conversion, subscription or preemptive
rights. Voting rights are not cumulative and the shares of each series or class
of the Trust will be voted separately except when an aggregate vote is required
by law. Separate votes are taken by each class of a Fund if a matter affects
just that class. The Trust is not required to hold annual meetings of
shareholders, and it is anticipated that shareholder meetings will be held only
when specifically required by law. Shareholders have available procedures for
requiring the Trustees to call a meeting and for removing Trustees.

FUND STRUCTURE

OTHER CLASSES OF SHARES. In addition to Institutional Shares, each Fund
currently has two other classes of shares authorized, Universal Shares and
Investor Shares. Universal Shares and Investor Shares are offered to the
general public and have investment minimums of $1,000,000 and $5,000. Universal
Shares incur less expenses and Investor Shares incur greater expenses than
Institutional Shares. Except for certain differences, each share of each class
represents an undivided, proportionate interest in a Fund. Each share of each
Fund is entitled to participate equally in dividends and other distributions and
the proceeds of any liquidation of that Fund except that, due to the differing
expenses borne by the various classes, the amount of dividends and other
distribution will differ among the classes.

CORE TRUST STRUCTURE. Each Fund invests all of its assets in its corresponding
Portfolio of Core Trust, a business trust organized under the laws of the State
of Delaware in September 1994 and registered under the 1940 Act as an open-end
management investment company. Accordingly, a Portfolio directly acquires its
own securities and its corresponding Fund acquires an indirect interest in those
securities. The assets of each Portfolio belong only to, and the liabilities of
the Portfolio are borne solely by, the Portfolio and no other portfolio of Core
Trust. Upon liquidation of a Portfolio, investors in the Portfolio would be
entitled to share pro rata in the net assets of the Portfolio available for
distribution to investors.

THE PORTFOLIOS. The investment objective and fundamental investment policies of
the Funds and the Portfolios can be changed only with shareholder approval. See
"Prospectus Summary," "Investment Objective and Policies," and "Management" for
a description of the Portfolio's investment objective, policies, restrictions,
management, and expenses. A Fund's investment in a Portfolio is in the form of
a non-transferable beneficial interest. As of the date of this Prospectus, the
Funds are the only investors that have invested all of their assets in the
Portfolios. All investors in a Portfolio will invest on the same terms and
conditions as the Funds and will pay a proportionate share of the Portfolio's
expenses. The Portfolios normally will not hold meetings of investors except as
required by the 1940 Act. Each investor in a Portfolio will be entitled to vote
in proportion to the relative value of its interest in the Portfolio. On most
issues subject to a vote of investors, as required by the 1940 Act and other
applicable law, a Fund will solicit proxies from shareholders of the Fund and
will vote its interest in a Portfolio in proportion to the votes cast by its
shareholders. If there are other investors in a Portfolio, there can be no
assurance that any issue that receives a majority of the votes cast by a Fund's
shareholders will receive a majority of votes cast by all investors in the
Portfolio.

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

<PAGE>

objective as the Fund. Forum has only one year of experience in managing
funds that utilize its "Core and Gateway-Registered Trademark-" structure.

ADDITIONAL INFORMATION. Each class of a Fund (and any other investment company
that invests in a Portfolio) may have a different expense ratio and different
sales charges, including distribution fees, and each class' (and investment
company's) performance will be affected by its expenses and sales charges. For
more information on any other class of shares of the Funds or concerning any
other investment companies that invest in a Portfolio investors may contact
Forum at 207-879-1900. If an investor invests through a financial institution,
the investor may also contact their financial institution to obtain information
about the other classes or any other investment company investing in a
Portfolio.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, THE SAI AND THE
FUNDS' OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFERING OF THE FUNDS'
SHARES, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFER MAY NOT LAWFULLY BE MADE.

<PAGE>

- --------------------------------------------------------------------------------
MONARCH FUNDS
- --------------------------------------------------------------------------------

UNIVERSAL SHARES

Treasury Cash Fund
Government Cash Fund
Cash Fund

PROSPECTUS
November 1, 1995

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

This Prospectus offers Universal Shares of Treasury Cash Fund, Government Cash
Fund and Cash Fund (each a "Fund" and collectively the "Funds"). Each Fund is a
diversified money market portfolio of Monarch Funds (the "Trust"), an open-end,
management investment company. Each Fund seeks to provide its shareholders with
high current income to the extent consistent with the preservation of capital
and the maintenance of liquidity.

TREASURY CASH FUND invests primarily in obligations of the U.S. Treasury
and in repurchase agreements backed by these obligations.

GOVERNMENT CASH FUND invests primarily in obligations of the U.S.
Government, its agencies and instrumentalities, and in repurchase
agreements backed by these obligations.

CASH FUND invests in a broad spectrum of high-quality money market
instruments.

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

1. Prospectus Summary. . . . . . 2 5. Purchases and Redemptions of Shares. 7
2. Financial Highlights. . . . . 3 6. Purchase and Redemption Procedures . 8
3. Investment Objective and 7. Dividends and Tax Matters. . . . . . 9
Policies. . . . . . . . . . . 4 8. Other Information. . . . . . . . . . 10
4. Management. . . . . . . . . . 6
- --------------------------------------------------------------------------------

THERE CAN BE NO ASSURANCE THAT ANY FUND WILL BE ABLE TO MAINTAIN A STABLE NET
ASSET VALUE OF $1.00 PER SHARE.

<PAGE>

1. PROSPECTUS SUMMARY

FUND HIGHLIGHTS

PURCHASES AND REDEMPTIONS. The minimum initial investment in Universal Shares
is $1,000,000. Universal Shares may be purchased and redeemed Monday through
Friday except on Federal holidays, Good Friday and other days that the Federal
Reserve Bank of San Francisco is closed ("Fund Business Days"). To be effective
that day, purchase and redemption orders must be received by the Transfer Agent
in good order no later than 11:00 a.m., Pacific Time (2:00 p.m., Eastern time).
Shareholders may elect to have redemptions of over $5,000 redeemed by bank wire
to a designated bank account. See "Purchases and Redemptions of Shares" and
"Purchase and Redemption Procedures."

EXPENSES OF INVESTING IN THE FUNDS

The purpose of the following table is to assist investors in understanding the
various expenses that an investor in Universal Shares will bear directly or
indirectly. There are no transaction expenses associated with purchases,
redemptions or exchanges of Fund shares.

ANNUAL OPERATING EXPENSES (as a percentage of average net assets)

Treasury Government
Cash Fund Cash Fund Cash Fund
--------- ---------- ---------
Management Fees 0.14% 0.14% 0.14%
Rule 12b-1 Fees None None None
Other Expenses (after
reimbursements and waivers) 0.13% 0.06% 0.13%
----- ----- -----
Total Operating Expenses 0.27% 0.20% 0.27%

For a further description of the various expenses incurred in the operation of
the Funds and the Portfolios, see "Management." Expenses for each Fund are based
on annualized estimated expenses for the fiscal year ending August 31, 1996.
Absent estimated fee waivers and reimbursements, the various expenses for each
of Treasury Cash Fund, Government Cash Fund and Cash Fund would be: Other
Expenses, 0.22%, 0.18% and 0.22%, respectively, and Total Operating Expenses,
0.36%, 0.32% and 0.36%, respectively.

<PAGE>

EXAMPLE

You would pay directly or indirectly the following expenses on a $1,000
investment in Universal Shares, assuming a 5% annual return and redemption at
the end of each period:

One Year Three Years Five Years Ten Years
-------- ----------- ---------- ---------
Treasury Cash Fund $3 $9 $15 $34
Government Cash Fund $2 $6 $11 $26
Cash Fund $3 $9 $15 $34

2. FINANCIAL HIGHLIGHTS

The following information represents selected data for a single outstanding
Universal Share of Government Cash Fund and Cash Fund for the periods indicated.
During the periods shown the Funds invested directly in portfolio securities and
not in a corresponding Portfolio. As of August 31, 1995, no Universal Shares of
Treasury Cash Fund were outstanding; selected data for a single outstanding
Institutional Share of that Fund is shown. This information has been audited by
KPMG Peat Marwick LLP, independent auditors. The Funds' financial statements
and the independent auditors' report thereon are incorporated by reference into
the SAI and may be obtained without charge upon request.

TREASURY CASH FUND
INSTITUTIONAL SHARES
Year Ended August 31, 1993(1) $ 1.00 ----- ----- $ 1.00 0.45%(3) 2.56%(3) 2.81%(3) $ 39,660 1.09%(3)
Year Ended August 31, 1994 1.00 $0.03 $(0.03) 1.00 0.42% 3.03% 3.11% 41,194 0.74%
Year Ended August 31, 1995 1.00 0.05 (0.05) 1.00 0.42% 5.18% 5.28% 28,530 0.86%

GOVERNMENT CASH FUND
UNIVERSAL SHARES
Year Ended August 31, 1993(1) 1.00 0.03 (0.03) 1.00 0.21%(3) 3.19%(3) 3.23%(3) 158,516 0.52%(3)
Year Ended August 31, 1994 1.00 0.04 (0.04) 1.00 0.28% 3.48% 3.64% 158,798 0.49%
Year Ended August 31, 1995 1.00 0.06 (0.06) 1.00 0.24% 5.46% 5.78% 182,546 0.52%

CASH FUND
UNIVERSAL SHARES
Year Ended August 31, 1993(1) 1.00 0.03 (0.03) 1.00 0.25%(3) 3.29%(3) 3.36%(3) 47,854 0.62%(3)
Year Ended August 31, 1994 1.00 0.04 (0.04) 1.00 0.27% 3.50% 3.69% 22,105 0.55%
Year Ended August 31, 1995 1.00 0.06 (0.06) 1.00 0.27% 5.59% 5.75% 26,525 0.56%
</TABLE>

(1) Treasury Cash Fund, Government Cash Fund and Cash Fund commenced operations
on July 12, 1993, October 29, 1992 and December 1, 1992, respectively.
Cash Fund commenced operations of Investor Shares on June 16, 1995.

(3) Annualized.

<PAGE>

3. INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE

INVESTMENT POLICIES

TREASURY CASH PORTFOLIO

GOVERNMENT CASH PORTFOLIO

CASH PORTFOLIO

<PAGE>

ADDITIONAL INVESTMENT POLICIES

<PAGE>

4. MANAGEMENT

MANAGER AND INVESTMENT ADVISERS

Subject to the general supervision of the Core Trust Board, the Adviser makes
investment decisions for the Portfolios and monitors the Portfolios'
investments.

The Adviser, which is located at 812 N. Linden Drive, Beverly Hills, California
90210, is controlled by Anthony R. Fischer, Jr., who acts as each Portfolio's
portfolio manager. The Portfolios are currently the only investment companies
advised by the Adviser. From time to time Forum Advisors may provide the
Adviser with assistance regarding certain of the Adviser's responsibilities.
These services may include management of part of or all of the Portfolios'
investment portfolios. Forum Advisors, which is located at Two Portland Square,
Portland, Maine 04101, provides investment advisory services to five other
mutual funds.

SHAREHOLDER SERVICING

Forum Financial Corp. (the "Transfer Agent"), a registered transfer agent, acts
as the Trust's transfer agent and dividend disbursing agent. The Transfer Agent
maintains an account for each shareholder of the Funds (unless such accounts are
maintained by sub-transfer agents or processing agents) and performs other
transfer agency and related functions.

<PAGE>

The Transfer Agent is authorized to subcontract any or all of its functions to
one or more qualified sub-transfer agents or processing agents, which may be its
affiliates, who agree to comply with the terms of the Transfer Agent's agreement
with the Trust. The Transfer Agent may pay those agents for their services, but
no such payment will increase the Transfer Agent's compensation from the Trust.
For its services, the Transfer Agent is paid a transfer agent fee at an annual
rate of 0.05% of the average daily net assets of each Fund attributable to
Universal Shares plus $12,000 per year and certain account and additional class
charges and is reimbursed for certain expenses incurred on behalf of the Funds.
Forum Financial Corp. is also paid a separate fee for its portfolio accounting
services to each Portfolio.

EXPENSES

5. PURCHASES AND REDEMPTIONS OF SHARES

All transactions in Fund shares are effected through the Transfer Agent, which
accepts orders for purchases and redemptions only from shareholders of record
and new investors. The minimum initial investment in Universal Shares is
$1,000,000. Shareholders of record will receive from the Trust monthly
statements listing all account activity during the statement period. The Trust
reserves the right in the future to modify, limit or terminate any shareholder
privilege upon appropriate notice.

PURCHASES

REDEMPTIONS

Fund shares may be redeemed without charge at their next determined net asset
value on any Fund Business Day following acceptance by the Transfer Agent of the
redemption order in proper form (and any supporting documentation which the
Transfer Agent may require). There is no minimum period of investment and no
restriction on the frequency of redemptions. Redemption proceeds are paid by
check mailed to the shareholder's record address immediately following any
redemption unless the shareholder has elected wire redemption privileges. The
right of redemption may not be suspended nor the payment dates postponed
except when the New York Stock Exchange is closed (or when trading thereon is
restricted) for any reason other than its customary weekend or holiday closings
or under any emergency or other circumstance as determined by the SEC.

6. PURCHASE AND REDEMPTION PROCEDURES

Investors may obtain the account application necessary to open an account or
obtain additional information or assistance by contacting the Trust at 207-879-
0001 or writing the Trust at the following address:
Monarch Funds
P.O. Box 446
Portland, Maine 04112

<PAGE>

INITIAL INVESTMENTS

Imperial Bank
ABA# 122201444
For Credit To: Forum Financial Corp.
Account #: 09075-933
Re: [Name of Fund] -- Universal Shares
Account #:___________________________
Account Name:________________________

The investor should then promptly complete and mail the account application.
Payment in the form of a bank wire is treated as a Federal Funds payment
received at the time the wire is received.

THROUGH FINANCIAL INSTITUTIONS. Shares may be purchased and redeemed through
certain broker-dealers, banks and other financial institutions ("Participating
Organizations"). Participating Organizations may charge a fee for their services
and may otherwise act as processing agents. Participating Organizations are
responsible for promptly transmitting purchase, redemption and other requests to
the Funds.

Investors who purchase shares in this manner will be subject to the procedures
of their Participating Organization, which may include investment minimums,
cutoff times and other restrictions in addition to, or different from, those
applicable to shareholders who invest in a Fund directly. Investors purchasing
Fund shares in this manner should acquaint themselves with their Participating
Organization's procedures and should read this Prospectus in conjunction with
any materials and information provided by their Participating Organization.
Investors purchasing shares in this manner may or may not be the shareholder of
record and, subject to their Participating Organization's procedures, may have
Fund shares transferred into their name. Certain states permit shares to be
purchased and redeemed only through registered broker-dealers, including Forum.

SUBSEQUENT INVESTMENTS

Subsequent investments in a Fund, which may be made by bank wire, by check or
through Participating Organizations. Shareholders using the wire system for
subsequent investments should first telephone the Transfer Agent at 207-879-0001
to notify it of the wire transfer.

REDEMPTION OF SHARES

Shareholders may make a redemption in any amount by sending a written request to
the Transfer Agent or, for shareholders that have elected telephone redemption
privileges, by calling the Transfer Agent and providing the shareholder's
account number, the exact name in which the shareholder's shares are registered
and the shareholder's social security or taxpayer identification number. During
times of drastic economic or market changes, the telephone redemption privilege
may be difficult to implement.

BANK WIRE REDEMPTION. For redemptions of more than $5,000, a shareholder that
has elected wire redemption privileges may request a Fund to transmit redemption
proceeds by Federal Funds wire to a bank account designated on the shareholder's
account application.

SIGNATURE GUARANTEES. A signature guarantee is required for any written
redemption request (other than an exchange) and for any instruction to change
the shareholder's record name or address, a designated bank account, the
dividend and distribution election, or the telephone redemption or other option
elected on an account. In addition, all certificates submitted for redemption
(or exchange) must be endorsed by the shareholder with signature guaranteed.
Signature guarantees may be provided by any eligible institution acceptable to
the Transfer Agent, including a bank, a broker, a dealer, a national securities
exchange, a credit union, or a savings association that is authorized to
guarantee signatures. Share certificates submitted for redemption must be
endorsed by the shareholder with signature guaranteed.

<PAGE>

EXCHANGE PROGRAM

Investors in Universal Shares of a Fund are entitled to exchange their shares
for Universal Shares of another Fund if that Fund's shares are eligible for sale
in the shareholder's state. Exchanges are subject to minimum investment
requirements of the Funds. There is currently no limit on the number of
exchanges a shareholder may make. The Trust reserves the right in the future to
modify, limit or terminate the exchange privilege upon appropriate notice to
shareholders.

7. DIVIDENDS AND TAX MATTERS

DIVIDENDS AND DISTRIBUTIONS

TAX MATTERS

TAX STATUS OF THE FUNDS. Each Fund intends to continue to qualify to be taxed
as a "regulated investment company" under the Internal Revenue Code of 1986.
Accordingly, each Fund will not be liable for Federal income taxes on the net
investment income and capital gain distributed to its shareholders. Because the
Funds intend to distribute all of their net investment income and net capital
gain each year, the Funds should also avoid Federal excise taxes.

<PAGE>

8. OTHER INFORMATION

FUND PERFORMANCE

Universal Shares' performance may be advertised. All performance information is
based on historical results, is not intended to indicate future performance and,
unless otherwise indicated, is net of all expenses. Yield, which shows the rate
of income a Fund has earned on its investments as a percentage of the Fund's
share price, may be advertised. To calculate yield, a Fund takes the interest
income it earned from its portfolio of investments for a specified period (net
of expenses), divides it by the average number of shares entitled to receive
dividends, and expresses the result as an annualized percentage rate based on
the Fund's share price at the end of the period. A Fund's compounded annualized
yield assumes the reinvestment of dividends paid by the Fund, and, therefore
will be somewhat higher than the annualized yield for the same period. Each
class' performance will vary. The Funds' advertisements may also reference
ratings and rankings among similar funds by independent evaluators such as
Morningstar, Lipper Analytical Services, Inc. or IBC/Donoghue, Inc. In
addition, the performance of the Funds may be compared to recognized indices of
market performance. The comparative material found in a Fund's advertisements,
sales literature, or reports to shareholders may contain performance rankings.
This material is not to be considered representative or indicative of future
performance.

BANKING LAW MATTERS

DETERMINATION OF NET ASSET VALUE

THE TRUST AND ITS SHARES

As of October 25, 1995, Imperial Asset Advisors, Inc. of Inglewood, California
and Imperial Bank, Inglewood, California, each owned more than 25% of the
outstanding Universal Shares of Cash Fund, but less than 25% of the total
outstanding shares of that Fund. Accordingly, as of that date these persons may
be deemed to have been controlling persons of that Class. In addition, as of
the same date Imperial Trust Company, Los Angeles, California owned of record
for the benefit of its various customers, more than 25% of the total outstanding
shares of Treasury Cash Fund and of Cash Fund. From time to time various
shareholders may own a large percentage of Universal Shares or shares of other
classes of a Fund. These shareholders may be able to greatly affect (if not
determine) the outcome of any shareholder vote.

FUND STRUCTURE

OTHER CLASSES OF SHARES. In addition to Universal Shares, each Fund currently
has two other classes of shares authorized, Institutional Shares and Investor
Shares. Institutional Shares are offered solely through banks, trust companies
and certain other financial institutions, and their affiliates and
correspondents, for investment of their funds or funds for which they act in a
fiduciary, agency or custodial capacity. Investor Shares are offered to the
general public and have an investment

<PAGE>

minimum of $5,000. Institutional Shares and Investor Shares incur greater
expenses than Universal Shares. Except for certain differences, each share
of each class represents an undivided, proportionate interest in a Fund.
Each share of each Fund is entitled to participate equally in dividends and
other distributions and the proceeds of any liquidation of that Fund except
that, due to the differing expenses borne by the various classes, the amount
of dividends and other distribution will differ among the classes.

<PAGE>

- --------------------------------------------------------------------------------
MONARCH FUNDS
- --------------------------------------------------------------------------------

INVESTOR SHARES

Treasury Cash Fund
Government Cash Fund
Cash Fund

PROSPECTUS
November 1, 1995

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

This Prospectus offers Investor Shares of Treasury Cash Fund, Government Cash
Fund and Cash Fund (each a "Fund" and collectively the "Funds"). Each Fund is a
diversified money market portfolio of Monarch Funds (the "Trust"), an open-end,
management investment company. Each Fund seeks to provide its shareholders with
high current income to the extent consistent with the preservation of capital
and the maintenance of liquidity.

TREASURY CASH FUND invests primarily in obligations of the U.S. Treasury
and in repurchase agreements backed by these obligations.

GOVERNMENT CASH FUND invests primarily in obligations of the U.S.
Government, its agencies and instrumentalities, and in repurchase
agreements backed by these obligations.

CASH FUND invests in a broad spectrum of high-quality money market
instruments.

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

1. Prospectus Summary. . . . 2 5. Purchases and Redemptions of Shares. . 7
2. Financial Highlights. . . 3 6. Purchase and Redemption Procedures . . 8
3. Investment Objective and 7. Dividends and Tax Matters. . . . . . .10
Policies. . . . . . . . . 4 8. Other Information. . . . . . . . . . .10
4. Management. . . . . . . . 6
- --------------------------------------------------------------------------------

THERE CAN BE NO ASSURANCE THAT ANY FUND WILL BE ABLE TO MAINTAIN A STABLE NET
ASSET VALUE OF $1.00 PER SHARE.

<PAGE>

1. PROSPECTUS SUMMARY

FUND HIGHLIGHTS

THE FUNDS. Each Fund currently seeks to achieve its investment objective by
investing all of its investable assets in Treasury Cash Portfolio, Government
Cash Portfolio and Cash Portfolio (each a "Portfolio" and collectively the
"Portfolios"), separate series of Core Trust (Delaware) ("Core Trust"), itself a
registered open-end management investment company. Accordingly, the investment
experience of each Fund will correspond directly with the investment experience
of its corresponding Portfolio. See "Other Information - Fund Structure." This
prospectus offers shares of the Investor class of each Fund ("Investor
Shares").

SHAREHOLDER SERVICING AND DISTRIBUTION. The Trust has adopted a Shareholder
Service Plan and a Plan of Distribution relating to Investor Shares under which
Forum is compensated for various shareholder servicing and distribution related
activities. See "Management - Shareholder Servicing" and "- Distributor."

PURCHASES AND REDEMPTIONS. The minimum initial investment in Investor Shares is
$5,000. The minimum subsequent investment is $100. Investor Shares may be
purchased and redeemed Monday through Friday except on Federal holidays, Good
Friday and other days that the Federal Reserve Bank of San Francisco is closed
("Fund Business Days"). To be effective that day, purchase and redemption
orders must be received by the Transfer Agent in good order no later than 11:00
a.m., Pacific time (2:00 p.m., Eastern Time). Shareholders may elect to have
redemptions of over $5,000 redeemed by bank wire to a designated bank account.
See "Purchases and Redemptions of Shares" and "Purchase and Redemption
Procedures."

EXCHANGES. Shareholders may exchange Investor Shares for Investor Shares of the
other Funds. See "Purchase and Redemption Procedures - Exchange Program."

Dividends. Dividends of net investment income are declared daily and paid
monthly by each Fund and are automatically reinvested in additional Fund shares
unless the shareholder has requested payment in cash. See "Dividends and Tax
Matters."

EXPENSES OF INVESTING IN THE FUNDS

The purpose of the following table is to assist investors in understanding the
various expenses that an investor in Investor Shares will bear directly or
indirectly. There are no transaction expenses associated with purchases,
redemptions or exchanges of Fund shares.

ANNUAL OPERATING EXPENSES (as a percentage of average net assets)

Treasury Government
Cash Fund Cash Fund Cash Fund
--------- --------- ---------
Management Fees 0.14% 0.14% 0.14%
Rule 12b-1 Fees 0.25% 0.25% 0.25%
Other Expenses (after
reimbursements and waivers) 0.44% 0.44% 0.44%
----- ----- -----
Total Operating Expenses 0.83% 0.83% 0.83%

For a further description of the various expenses incurred in the operation of
the Funds and the Portfolios, see "Management." Expenses for each Fund are
based on annualized estimated expenses for the fiscal year ending
August 31, 1996. Absent estimated fee waivers and reimbursements "Other
Expenses," and "Total Operating Expenses," for each Fund would be 0.51% and
0.90%, respectively.

The above table reflects the Funds' expenses and include the Fund's pro rata
portion of all operating expenses of the corresponding Portfolio, which will be
borne indirectly by Fund shareholders. The Trust's board of trustees believes
that the aggregate per share expenses of each Fund and its respective Portfolio
will be approximately equal to the expenses the Fund would incur if its assets
were invested directly in money market securities. Management Fees include all
administration fees and

<PAGE>

investment advisory fees incurred by the Portfolios; as long as its assets
are invested in a Portfolio, a Fund pays no investment advisory fees directly.

EXAMPLE

You would pay directly or indirectly the following expenses on a $1,000
investment in Investor Shares, assuming a 5% annual return and redemption at the
end of each period:

One Year Three Years Five Years Ten Years
-------- ----------- ---------- ---------
Treasury Cash Fund $8 $26 $46 $103
Government Cash Fund $8 $26 $46 $103
Cash Fund $8 $26 $46 $103

2. FINANCIAL HIGHLIGHTS

The following information represents selected data for a single outstanding
Investor Shares of Treasury Cash Fund; as of the date hereof, Investor Shares of
Treasury Cash Fund and Government Cash Fund were not offered. Also shown is
selected data for a single outstanding Institutional Share of Treasury Cash Fund
and Universal Shares of Government Cash Fund and Cash Fund for the periods
indicated. Those classes were the first offered for by respective Funds and,
accordingly, represent data since each Fund's inception. Prior to September 1,
1995, the Funds invested directly in portfolio securities and not in a
corresponding Portfolio. This information has been audited by KPMG Peat Marwick
LLP, independent auditors. The Funds' financial statements and the independent
auditors' report thereon are incorporated by reference into the SAI and may be
obtained without charge upon request.

Ratios to Average Net
Net Assets Assets at Ratio to
Beginning Dividends Ending -------------------- End of Average Net
Net Asset Net From Net Net Asset Net Period Assets
Value Per Investment Investment Value per Investment Total (000's Gross
Share Income Income Share Expenses Income Return Omitted) Expenses(2)
----- ------ ------ ----- -------- ------ ------ ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TREASURY CASH FUND
INSTITUTIONAL SHARES
Year Ended August 31, 1993(1) $ 1.00 ----- ----- $ 1.00 0.45%(3) 2.56%(3) 2.81%(3) $ 39,660 1.09%(3)
Year Ended August 31, 1994 1.00 $0.03 $(0.03) 1.00 0.42% 3.03% 3.11% 41,194 0.74%
Year Ended August 31, 1995 1.00 0.05 (0.05) 1.00 0.42% 5.18% 5.28% 28,530 0.86%

Investor Shares
Year Ended August 31, 1995(1) 1.00 0.01 (0.01) 1.00 0.84%(3) 5.32%(3) 5.14%(3) 4,665 3.76%(3)
</TABLE>

(1) Treasury Cash Fund, Government Cash Fund and Cash Fund commenced operations
on July 12, 1993, October 29, 1992 and December 1, 1992, respectively.
Cash Fund commenced the offering of Investor Shares on June 16, 1995.

(3) Annualized.

<PAGE>

3. INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE

INVESTMENT POLICIES

TREASURY CASH PORTFOLIO

GOVERNMENT CASH PORTFOLIO

CASH PORTFOLIO

<PAGE>

ADDITIONAL INVESTMENT POLICIES

REPURCHASE AGREEMENTS. Each Portfolio may seek additional income by entering
into repurchase agreements. Repurchase agreements are transactions in which a
Portfolio purchases a security and simultaneously commits to resell that
security to the seller at an agreed-upon price on an agreed-upon future date,
normally one to seven days later. The resale price reflects a market rate of
interest that is not related to the coupon rate or maturity of the purchased
security. Core Trust holds the underlying collateral, which is maintained at
not less than 100% of the repurchase price. Repurchase agreements involve
certain risks not associated with direct investment in securities. The
Portfolios, however, intend to enter into repurchase agreements only with
sellers which the Adviser believes present minimal credit risks in accordance
with guidelines established by the Core Trust Board. In the event that a seller
defaulted on its repurchase obligation, however, a Portfolio might suffer a
loss.

<PAGE>

4. MANAGEMENT

MANAGER AND INVESTMENT ADVISERS

DISTRIBUTOR

Forum acts as the agent of the Trust in connection with the offering of shares
of the Funds. In order to facilitate the distribution of Investor Shares, the
Trust has adopted a plan of distribution (the "Plan") pursuant to Rule 12b-1
under the 1940 Act with respect to each Fund's Investor Shares. The Plan
provides for the payment to Forum of a monthly fee at the

<PAGE>

annual rate of 0.25% of the average daily net assets of each Fund
attributable to Investor Shares as compensation for Forum's services as
distributor. From this amount, Forum may make payments to various financial
institutions, including broker-dealers, banks and trust companies as
compensation for services or reimbursement of expenses in connection with the
distribution of shares or the provision of various shareholder services. The
Plan obligates the Funds to pay a Rule 12b-1 fee to Forum as compensation for
Forum's distribution and shareholder service activities and not as
reimbursement for specific expenses incurred. Thus, even if Forum's expenses
exceed its Rule 12b-1 fee for any Fund, the Fund will not be obligated to pay
more than those fees and if Forum's expenses are less than such fees, it will
retain its full fees and realize a profit.

SHAREHOLDER SERVICING

TRANSFER AND DIVIDEND DISBURSING AGENT. Forum Financial Corp. (the "Transfer
Agent"), a registered transfer agent, acts as the Trust's transfer agent and
dividend disbursing agent. The Transfer Agent maintains an account for each
shareholder of the Funds (unless such accounts are maintained by sub-transfer
agents or processing agents) and performs other transfer agency and related
functions.

The Transfer Agent is authorized to subcontract any or all of its functions to
one or more qualified sub-transfer agents or processing agents, which may be its
affiliates, who agree to comply with the terms of the Transfer Agent's agreement
with the Trust. The Transfer Agent may pay those agents for their services, but
no such payment will increase the Transfer Agent's compensation from the Trust.
For its services, the Transfer Agent is paid a transfer agent fee at an annual
rate of 0.20% of the average daily net assets of each Fund attributable to
Investor Shares plus $12,000 per year and certain account and additional class
charges and is reimbursed for certain expenses incurred on behalf of the Funds.
Forum Financial Corp. is also paid a fee for its portfolio accounting services
to each Portfolio.

SHAREHOLDER SERVICE AGENTS. The Trust has adopted a shareholder service plan
("Shareholder Service Plan") which provides that, as compensation for Forum's
service activities with respect to the Investor Shares, the Trust shall pay
Forum a fee at an annual rate of 0.15% of the average daily net assets
attributable to Investor Shares. Forum is authorized to enter into shareholder
servicing agreements pursuant to which the shareholder servicing agent, on
behalf of its customers, performs certain shareholder services not otherwise
provided by the Transfer Agent. As compensation for its services, the
shareholder servicing agent, which will be a Participating Organization, is paid
a fee by Forum of up to 0.15% of the average daily net assets of Investor Shares
owned by investors for which the shareholder service agent maintains a servicing
relationship. Certain shareholder servicing agents may be subtransfer or
processing agents.

EXPENSES

5. PURCHASES AND REDEMPTIONS OF SHARES

All transactions in Fund shares are effected through the Transfer Agent, which
accepts orders for purchases and redemptions only from shareholders of record
and new investors. The minimum initial investment in Investor Shares is $5,000.
The minimum subsequent investment is $100. Shareholders of record will receive
from the Trust monthly statements listing all account activity during the
statement period. The Trust reserves the right in the future to modify, limit or
terminate any shareholder privilege upon appropriate notice.

PURCHASES

<PAGE>

Agent. An investor's funds will not be accepted or invested by a Fund during
the period before the Fund's receipt of Federal Funds. The Trust reserves
the right to reject any subscription for the purchase of Fund shares.

REDEMPTIONS

Redemption proceeds are paid by check mailed to the shareholder's record address
immediately following any redemption unless the shareholder has elected wire
redemption privileges. The right of redemption may not be suspended nor the
payment dates postponed except when the New York Stock Exchange is closed (or
when trading thereon is restricted) for any reason other than its customary
weekend or holiday closings or under any emergency or other circumstance as
determined by the SEC.

6. PURCHASE AND REDEMPTION PROCEDURES

Investors may obtain the account application necessary to open an account or
obtain additional information or assistance by contacting the Trust at 207-879-
0001 or writing Imperial Securities Corporation at the following address:

Imperial Securities Corporation
9920 S. La Cienega Boulevard
14th Floor
Inglewood, California 90301

INITIAL INVESTMENTS

Imperial Bank
ABA# 122201444
For Credit To: Forum Financial Corp.
Account #: 09075-933
Re: [Name of Fund] -- Investor Shares
Account #: _______________
Account Name:_____________

The investor should then promptly complete and mail the account application.
Payment in the form of a bank wire is treated as a Federal Funds payment
received at the time the wire is received.

<PAGE>

shareholder of record and, subject to their Participating Organization's
procedures, may have Fund shares transferred into their name. Certain states
permit shares to be purchased and redeemed only through registered
broker-dealers, including Forum.

SUBSEQUENT INVESTMENTS

There is a $100 minimum for subsequent investments in a Fund, which may be made
by bank wire, by check or through Participating Organizations. Shareholders
using the wire system for subsequent investments should first telephone the
Transfer Agent at 207-879-0001 to notify it of the wire transfer.

REDEMPTION OF SHARES

Shareholders that wish to redeem shares by telephone or by check or to have
redemption proceeds transmitted by bank wire must elect these options by
properly completing the appropriate sections of their account application.
These privileges may not be available until several weeks after a shareholder's
account application is received.

BY MAIL. Shareholders may make a redemption in any amount by sending a written
request to the Transfer Agent accompanied by any share certificate that may have
been issued to the shareholder.

BY TELEPHONE. A shareholder that has elected telephone redemption privileges
may make a telephone redemption request by calling the Transfer Agent and
providing the shareholder's account number, the exact name in which the
shareholder's shares are registered and the shareholder's social security or
taxpayer identification number. During times of drastic economic or market
changes, the telephone redemption privilege may be difficult to implement. In
response to the telephone redemption instruction, the Fund will mail a check to
the shareholder's record address or, if the shareholder has elected wire
redemption privileges, wire the proceeds.

BY BANK WIRE. For redemptions of more than $5,000, a shareholder that has
elected wire redemption privileges may request a Fund to transmit redemption
proceeds by Federal Funds wire to a bank account designated on the shareholder's
account application. To request bank wire redemptions by telephone, the
shareholder also must have elected telephone redemption privileges.

BY CHECK. Shareholders electing check writing privileges will be provided with
redemption drafts ("checks") drawn on the Fund's account which may be made out
in an amount of $500 or more. When a check is presented for payment, the number
of shares required to cover the amount of the check will be redeemed from the
shareholder's account. If the amount of a check is greater than the value of
the shares owned by the shareholder for which certificates have not been issued,
the check will not be honored. If the amount of the check is less than $500,
the check will be honored and shareholders will be charged a $10 fee, which will
be paid by an immediate redemption from the shareholder's account. Shareholders
will be subject to the Trust's rules and regulations governing the check writing
privilege, as amended from time to time. The check writing privilege is not
available for IRA accounts.

SIGNATURE GUARANTEES. A signature guarantee is required for any written
redemption request (other than an exchange) and for any instruction to change
the shareholder's record name or address, a designated bank account, the
dividend and distribution election, or the telephone redemption or other option
elected on an account. In addition, certificates submitted for redemption (or
exchange) must be endorsed by the shareholder with signature guaranteed.
Signature guarantees may be provided by any eligible institution acceptable to
the Transfer Agent, including a bank, a broker, a dealer, a national securities
exchange, a credit union, or a savings association that is authorized to
guarantee signatures.

OTHER REDEMPTION MATTERS. Share certificates are issued only to shareholders of
record upon their written request and no certificates are issued for fractional
shares. Shares for which certificates have been issued may not be redeemed or
exchanged by telephone. Due to the cost to the Trust of maintaining smaller
accounts, the Trust reserves the right to redeem, upon not less than 60 days'
written notice, all shares in any Fund account with an aggregate net asset value
of less than $1,000, unless an investment is made to restore the minimum value.

EXCHANGE PROGRAM

Investors in Investor Shares of a Fund are entitled to exchange their shares for
Investor Shares of another Fund if that Fund's shares are eligible for sale in
the shareholder's state. Exchanges are subject to minimum investment
requirements of the Funds. There is currently no limit on the number of
exchanges a shareholder may make. The Trust reserves the right in the future to
modify, limit or terminate the exchange privilege upon appropriate notice to
shareholders.

<PAGE>

BY MAIL. Exchanges may be accomplished by written instructions to the Transfer
Agent accompanied by any stock certificate that may have been issued to the
shareholder.

BY TELEPHONE. Exchanges may be accomplished by telephone (if the shareholder
has elected telephone exchange privileges) by calling the Transfer Agent and
providing the shareholder's account number, the exact name in which the
shareholder's shares are registered and the shareholder's social security or
taxpayer identification number. During times of drastic economic or market
changes, the telephone exchange privilege may be difficult to implement.

INDIVIDUAL RETIREMENT ACCOUNTS

The Funds may be a suitable investment vehicle for part or all of the assets
held in IRAs. The minimum initial investment for IRAs is $2,000, and the
minimum subsequent investment is $100. Individuals may make tax-deductible IRA
contributions of up to a maximum of $2,000 annually. However, this deduction
will be reduced if the individual or, in the case of a married individual filing
jointly either the individual or the individual's spouse, is an active
participant in an employer-sponsored retirement plan and has adjusted gross
income above certain levels.

7. DIVIDENDS AND TAX MATTERS

DIVIDENDS AND DISTRIBUTIONS

TAX MATTERS

GENERAL. Each Fund is required by Federal law to withhold 31% of reportable
payments (which may include dividends and capital gain distributions) paid to a
non-corporate shareholder unless that shareholder certifies in writing that the
social security or other tax identification number provided is correct and that
the shareholder is not subject to backup withholding. Reports containing
appropriate information with respect to the Federal income tax status of
dividends and other distributions paid during the year by the Fund will be
mailed to shareholders shortly after the close of each calendar year.

8. OTHER INFORMATION

FUND PERFORMANCE

Investor Shares' performance may be advertised. All performance information is
based on historical results, is not intended to indicate future performance and,
unless otherwise indicated, is net of all expenses. Yield, which shows the rate
of income a Fund has earned on its investments as a percentage of the Fund's
share price, may be advertised. To calculate yield, a Fund

<PAGE>

takes the interest income it earned from its portfolio of investments for a
specified period (net of expenses), divides it by the average number of
shares entitled to receive dividends, and expresses the result as an
annualized percentage rate based on the Fund's share price at the end of the
period. A Fund's compounded annualized yield assumes the reinvestment of
dividends paid by the Fund, and, therefore will be somewhat higher than the
annualized yield for the same period. Each class' performance will vary.
The Funds' advertisements may also reference ratings and rankings among
similar funds by independent evaluators such as Morningstar, Lipper
Analytical Services, Inc. or IBC/Donoghue, Inc. In addition, the performance
of the Funds may be compared to recognized indices of market performance.
The comparative material found in a Fund's advertisements, sales literature,
or reports to shareholders may contain performance rankings. This material is
not to be considered representative or indicative of future performance.

BANKING LAW MATTERS

DETERMINATION OF NET ASSET VALUE

THE TRUST AND ITS SHARES

As of October 25, 1995, Diamond Multimedia Systems, Inc., of San Jose California
owned more than 25% of the total outstanding Investor Shares of Cash Fund and,
as of that date, may be deemed to have controlled that Class. In addition, as of
the same date, Imperial Trust Company, Los Angeles, California owned of record
for the benefit of its various customers, more than 25% of the total outstanding
shares of Treasury Cash Fund and of Cash Fund. From time to time various
shareholders may own a large percentage of Investor Shares or shares of other
classes of a Fund. Accordingly, these shareholders may be able to greatly
affect (if not determine) the outcome of any shareholder vote.

FUND STRUCTURE

OTHER CLASSES OF SHARES. In addition to Investor Shares, each Fund may create
and issue shares of other classes of securities. Each Fund currently has two
other classes of shares authorized, Universal Shares and Institutional Shares.
Universal Shares are offered to the general public and have an investment
minimum of $1,000,000. Institutional Shares are offered solely through banks,
trust companies and certain other financial institutions, and their affiliates
and correspondents, for investment of their funds or funds for which they act in
a fiduciary, agency or custodial capacity. Universal Shares and Institutional
Shares incur less expenses than Investor Shares. Except for certain
differences, each share of each class represents an undivided, proportionate
interest in a Fund. Each share of each Fund is entitled to participate equally
in dividends and other distributions and the proceeds of any liquidation of that
Fund except that, due to the differing expenses borne by the various classes,
the amount of dividends and other distribution will differ among the classes.

<PAGE>

THE PORTFOLIOS. The investment objective and fundamental investment policies
of the Funds and the Portfolios can be changed only with shareholder
approval. See "Prospectus Summary," "Investment Objective and Policies," and
"Management" for a description of the Portfolio's investment objective,
policies, restrictions, management, and expenses. A Fund's investment in a
Portfolio is in the form of a non-transferable beneficial interest. As of
the date of this Prospectus, the Funds are the only investors that have
invested all of their assets in the Portfolios. All investors in a Portfolio
will invest on the same terms and conditions as the Funds and will pay a
proportionate share of the Portfolio's expenses. The Portfolios normally
will not hold meetings of investors except as required by the 1940 Act. Each
investor in a Portfolio will be entitled to vote in proportion to the
relative value of its interest in the Portfolio. On most issues subject to a
vote of investors, as required by the 1940 Act and other applicable law, a
Fund will solicit proxies from shareholders of the Fund and will vote its
interest in a Portfolio in proportion to the votes cast by its shareholders.
If there are other investors in a Portfolio, there can be no assurance that
any issue that receives a majority of the votes cast by a Fund's shareholders
will receive a majority of votes cast by all investors in the Portfolio.

CONSIDERATIONS OF INVESTING IN A PORTFOLIO. A Fund's investment in a Portfolio
may be affected by the actions of other large investors in the Portfolio, if
any. For example, if a Portfolio had a large investor other than the Fund that
redeemed its interest in the Portfolio, the Portfolio's remaining investors
(including the Fund) might, as a result, experience higher pro rata operating
expenses, thereby producing lower returns. A Fund may withdraw its entire
investment from a Portfolio at any time, if the Board determines that it is in
the best interests of the Fund and its shareholders to do so. The Fund might
withdraw, for example, if other investors in the Portfolio, by a vote of
shareholders, changed the investment objective or policies of the Portfolio in a
manner not acceptable to the Board or not permissible for the Fund. 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 usually
would incur transaction costs. If the Fund withdrew its investment from the
Portfolio, the Board would consider what action might be taken, including the
management of the Fund's assets in accordance with its investment objective and
policies by the Adviser 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. Forum has only one year of experience in managing funds
that utilize its "Core and Gateway-Registered Trademark-" structure.